The 2026 Annual Meeting of Stockholders of Methode Electronics, Inc. (“Methode” or the “Company”) will be held on ‎Wednesday, September 16, 2026, at 11:00 a.m., Eastern Daylight Time‎. The 2026 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/MEI2026 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 23, 2026, 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 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting will be a virtual meeting conducted via live webcast.‎

We are furnishing the proxy materials for the Annual Meeting through the mailing to our stockholders of a Notice of Internet Availability of Proxy Materials (the “Notice and Access Card”). We mailed the Notice and Access Card on July 31, 2026 to stockholders of record as of July 23, 2026. Please visit the website www.proxyvote.com to view electronic versions of this proxy statement and our 2026 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., Eastern Daylight Time‎, on Wednesday, September 16, 2026‎. The Annual Meeting will be a virtual meeting via live webcast on the internet.

Only stockholders as of the close of business on July 23, 2026, the record date, will be able to attend the Annual Meeting and to vote and submit questions during the meeting. On the record date‎, there were 35,494,942 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 logging in to www.virtualshareholdermeeting.com/MEI2026. For record holders of shares, you will need to use the 16-digit control number included in the Notice and Access Card or on your proxy card. For beneficial owners of shares held through a broker, bank or other nominee, you will need to use the control number issued to you through your broker, bank or other nominee in the voting instruction form that accompanied your ‎proxy materials. Even if you plan to participate in the meeting, we recommend that you vote in advance by using one of the methods described in the proxy materials, in case you later change your mind and determine not to participate in the 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 11:59 p.m., Eastern Daylight Time, on September 15, 2026, 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 or following the alternative instructions on your proxy card.‎

If your shares are held in a brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you are 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 nominee 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 nominee on how to vote your shares by following their instructions for voting. Beneficial owners of shares held in street name should generally be able to vote by telephone or via the internet or by signing, dating and returning a voting instruction form. However, the availability of telephone and internet

voting will depend on the voting process of your broker, bank or other nominee. If your broker provides you with a 16-digit control number found on the voting instruction form, you may also vote your shares by signing in with your 16-digit control number and voting at the Annual Meeting.

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 2026 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 for each of the director nominees in Proposal 1, and in favor of Proposals 2, 3 and 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.

For the election of directors (Proposal 1), the approval of the 2026 Plan (Proposal 2), the auditor ratification proposal (Proposal 3), and the Say-on-Pay Proposal (Proposal 4), stockholders may vote ‎‎“for,” “against,” or “abstain” from voting. The affirmative vote of a majority of the stock having voting power present or represented by proxy ‎at the Annual Meeting is required to approve each of these proposals. While broker non-votes will be considered as present at the Annual Meeting for quorum purposes, they will not be counted for purposes of determining the number of shares having voting power with respect to the election of directors ‎(Proposal 1), the approval of the 2026 Plan (Proposal 2) or 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 each of Proposals 1, 2, 3 and 4, while broker non-votes will have no effect as to voting for or against Proposal 1, 2 or 4.‎

‎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: 25650 West Eleven Mile Road, Southfield, Michigan 48034, Attention: Corporate Secretary. 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 during the Annual Meeting. New paper proxy cards should be sent to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York ‎‎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. If you are a beneficial stockholder holding in street name, your broker, bank or other nominee can provide you with instructions on how to change your vote, or you can vote at the Annual Meeting using the control number provided to you by your broker, bank or other nominee.

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 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: 25650 West Eleven Mile Road, Southfield, Michigan 48034, 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 director nominees meets the applicable independence standards of the SEC and the NYSE. The Board has determined that all of our directors are independent under the applicable standards, except for Jonathan DeGaynor, our President and Chief Executive Officer. Mr. DeGaynor’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 of the SEC and the NYSE.

The following chart sets forth the membership, principal functions and number of meetings held in fiscal 2026 for our Audit Committee, Compensation Committee and Nominating and Governance Committee.

Our Executive Committee is authorized to act with the full authority of the Board, in intervals between meetings of the Board, except to the extent such authority has been limited in the Executive Committee Charter. The members of the Executive Committee consist of the Chairman of the Board and the Chairs of each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The Executive Committee did not meet in fiscal 2026.

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 methode.com or in print upon any stockholder’s request.

During fiscal 2026, our Board of Directors held six meetings. 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. No director attended less than 75% of the aggregate of the total number of meetings of our Board and of the respective committees on which he or she served, except for Mr. Blom who attended 71% of such meetings. Mr. Blom attended 100% of all regularly scheduled quarterly Board of Directors meetings and 83% of the aggregate of all regularly scheduled quarterly Board of Directors and Board committee meetings.

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.

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, which periodically includes the engagement of outside legal counsel to conduct individual interviews with Board members. In fiscal 2026, the Board conducted its annual self-evaluation, which included consideration of Board composition, expertise, culture, meeting structure, quality of materials, strategic oversight, and interaction with management. The directors met in executive session to discuss the Board’s performance and identified areas for continued focus. The Board considers the feedback from the evaluation in connection with its ongoing governance and leadership practices.

The Company believes that ongoing education is important for the ability of our directors to fulfill their duties and supports our Board members in continuing education throughout their service with Methode. The Company encourages directors to participate in external director education programs and reimburses directors for the expenses of their attendance. Internal and external specialists also provide the Board with educational sessions during our Board meetings.

Our Board of Directors has oversight responsibility for our strategic and operational risks, including risks relating to cybersecurity policies and practices. Our Board oversees the Company’s Enterprise Risk Management (ERM) program. Additionally, 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. 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 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 Chief Information Officer and Chief Information Security Officer provides quarterly reports to the Board about our strategy, programs, incidents and threats, and other developments and action items related to cybersecurity.

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. 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.

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. 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., 25650 West Eleven Mile Road, Southfield, Michigan 48034. 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 2027 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 seven 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. Guided by these principles and with Board oversight, we are implementing and continuously improving our Environmental, Social and Governance (ESG) strategy.

Environmental Stewardship. The Company practices responsible environmental management to protect its employees, customers, communities, and the environment. This includes:

As part of this effort, we have numerous programs in place at our global locations to reduce waste generation, improve waste sorting and increase waste diversion from landfills. We are dedicated to pursuing environmentally sustainable practices through initiatives such as utilizing reusable shipping containers and vertically integrated manufacturing to reduce logistics. We have a process in place to monitor the environmental practices at our global facilities via periodic third-party audits.

We are committed to reducing greenhouse gas (GHG) emissions associated with our energy consumption and mobile sources at our manufacturing facilities. Projects include implementing energy efficiency measures in indoor locations, installing on-site solar, and continuing the electrification of our diesel and gasoline powered equipment and vehicles.

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

Values and Ethics. Our corporate culture is committed to doing business with integrity, teamwork, and performance excellence. Our core values include innovation, continuous improvement, passion, and a sense of urgency. Our Code of Conduct (the “Code”) and our 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. The Code and our Anti-Corruption Policy have been translated into multiple languages and are posted on our website at methode.com. In addition, we provide training on a variety of ethics and compliance topics, including the prevention of discrimination, harassment, and sexual harassment. We also offer an independent anonymous helpline for employees or other parties to utilize when reporting concerns or potential violations.

Workplace Safety and Health. 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 trained on safety-related topics. Employees are empowered to report safety concerns or other observations without fear of reprisal. We monitor the safety practices at our global facilities via periodic third-party audits.

Human Rights and Community Relations. The Company is committed to upholding the human rights and dignity of all persons in both our ‎business operations and our global supply chain. The Company does not tolerate any forms of ‎modern slavery, including human trafficking, forced or indentured labor, prison labor, child labor, illegal ‎employment conditions or any other forms of illegal employment practices or violations of ‎employment laws.

Diversity and Inclusion. As highlighted in our Diversity & Inclusion Statement available on our corporate website, 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.

Responsible Governance. We are committed to maintaining high standards of corporate governance in order to serve the long-term interests of Methode and our stakeholders. Our corporate governance policies promote transparency and accountability. Our governance policies address topics such as anti-corruption, discrimination, human rights, anti-slavery, trade compliance, harassment, privacy, appropriate use of company assets, safeguarding confidential information, and a process to report violations anonymously.

Board of Directors. 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 self-evaluations. Our Board of Directors reflects an effective mix of diverse perspectives and business expertise. Additionally, our Board is responsible for overall risk oversight of the Company, which includes certain environmental, social, supply chain, cybersecurity, and other governance matters.

Business Ethics. The Company strives to conduct business in an honest, ethical, and responsible manner. We maintain a Code of ‎Conduct that applies to all employees globally, covering all controlled Methode subsidiaries. We also expect our suppliers, contractors, agents, and ‎representatives to abide by the same high standards when conducting business with or on behalf of ‎the Company. Methode is committed to compliance with foreign, federal, state, and local laws and ‎regulations.

Supply Chain Standards. The Company’s supply chain 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. It also encourages the responsible sourcing of raw materials, including through our Conflict Minerals Policy.

Additional Information. Additional information regarding our activities related to environmental, social and governance initiatives can be found in our 2026 Corporate Social Responsibility Report, which is located on our website at methode.com. Please note that like other information on, or accessible through, our corporate website, our Corporate Social Responsibility Report is not part of our proxy solicitation materials nor is it incorporated by reference herein.

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. The Company encourages directors to attend annual meetings of stockholders. Of the ten directors serving on the Board at the time of the 2025 Annual Meeting of Stockholders, eight attended the meeting. All of the director nominees attended the 2025 Annual Meeting and we anticipate that all of our director nominees will attend the 2026 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 25650 West Eleven Mile Road, Southfield, Michigan 48034. 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 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 engage with our stockholders on topics including Board oversight and composition, our executive compensation program, and our corporate governance practices. We believe that engagement with our stockholders helps us to better understand stockholders’ views on a variety of topics.

In fiscal 2026, our Board of Directors approved an updated Code of Conduct. The updated Code is designed to offer clear, globally applicable standards that reinforce a culture of integrity, accountability, and respect. It defines the expectations for how Methode operates as a global organization and supports employees in making responsible decisions that positively impact colleagues, customers, partners, and communities. The Code applies to our directors, principal executive officer, principal financial officer, principal accounting officer or controller, or persons serving similar functions, as well as other employees. The Code is available on the Investors page of‎ our website at methode.com or in print upon any stockholder’s request.

If we make any substantive amendments to the Code of Conduct or grant any waiver, including any implicit waiver, from a provision of the Code of Conduct to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions that pertains to any element of the Code of Conduct enumerated in Item 406(b) of Regulation S-K, we will promptly disclose the nature of such amendment or waiver on our website. Any other waivers will be promptly disclosed to our stockholders in accordance with, and to the extent required by, applicable rules and regulations.

Our Board of Directors has adopted policies and procedures governing the purchase, sale and other dispositions ‎of our securities by directors, officers and employees which are reasonably designed to promote compliance with insider trading laws, ‎rules and regulations, and any listing standards applicable to us. With regard to purchases of Methode stock by the Company, it is our policy to make any such purchases in compliance with the federal securities laws and applicable stock exchange listing requirements. Our Insider Trading Policy is located on the Investors page of‎ our website at methode.com.

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. If a director’s required ownership level is not attained by the end of the phase-in period or thereafter, they are required to retain 100% of the net shares received upon vesting of any equity awards until the guideline level is achieved. All our directors were in compliance with our stock ownership guidelines for fiscal 2026, either by satisfying applicable ownership levels or complying with the retention requirement.‎

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

Unvested time-based 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. If an executive officer’s required ownership level amount is not attained by the end of the relevant phase-in period (or at any time thereafter), the officer will be required to retain an amount equal to 75% of the net shares received as the result of the exercise, vesting, or payment of any equity awards granted, until the applicable guideline level is achieved. All our executive officers were in compliance with our stock ownership guidelines for fiscal 2026 by satisfying applicable ownership levels, subject to the phase-in-periods.

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. Our Insider Trading Policy is located on our website at methode.com.

In the event we are required to restate our financial statements due to material noncompliance, our Incentive Compensation Recovery 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. Our Incentive Compensation Recovery Policy is located on the Investors page of‎ our website at methode.com.

We use a combination of cash and common stock to compensate our non-employee directors. For fiscal 2026, our non-employee directors received an annual cash retainer, meeting fees and an annual stock award with immediate vesting. Our Chairman and Committee Chairs received additional cash retainers for their service in fiscal 2026.

The Nominating and Governance Committee oversees and makes recommendations to the Board regarding our non-employee director compensation program. Upon the recommendation of our Nominating and Governance Committee, the Board did not make any changes to our compensation program for non-employee directors for fiscal 2026. In reviewing our director compensation program, the Nominating and Governance Committee and the Board considered peer and market data. The following table shows the non-employee director compensation components and amounts for fiscal 2026.‎

The following table sets forth certain information regarding compensation earned by each of our non-employee directors during our fiscal year ended May 2, 2026.

The following table sets forth information regarding all persons known by Methode as of July 23, 2026, 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 23, 2026, 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 seven directors will be elected at the Annual Meeting. Each of the seven directors 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 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 Corporate Governance Guidelines provide that a director who does not receive a majority of the votes cast for him or her in an uncontested election will promptly (and in any event within ten business days of the Annual Meeting) tender his or her resignation from the Board. At the option of the Board, the Nominating and Governance Committee may initially consider and recommend to the Board whether any such resignation should be accepted or rejected. The Board will decide to accept or reject any such resignation within 60 days of the Annual Meeting. The director tendering the resignation may not participate in the decisions of the Nominating and Governance Committee or the Board that concern his or her resignation or, unless three or fewer directors receive a majority vote, the resignation of any other director under the guidelines.

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

Mr. Blom served as President and Chief Executive Officer of OhioHealth ‎Corporation, a not-for-profit healthcare system, from 2002 until his retirement in ‎2019. Mr. Blom serves on the Board, Audit Committee and Nominating and Governance Committee (Chair) of Worthington Industries, Inc.‎, an industrial manufacturing company. Mr. Blom’s extensive leadership experience as chief executive officer of a large healthcare system 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 also served ‎as an Adjunct Lecturer in the Master of Accountancy Program at the University of Iowa’s Tippie ‎College of Business from 2018 to 2022. Ms. Bobek serves on the Boards of Trustees and the Audit ‎Committees (Chair) 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 served on the Board and various committees of NeoGenomics, Inc., a company specializing in cancer genetic testing and information services, from 2015 through 2024, and on the Board and various committees of Wintrust Financial Corporation, a financial services company, from 1998 through 2022. Mr. Crowther’s extensive executive and board leadership experiences bring valuable perspectives to our Board.

Mr. DeGaynor has served as our President and Chief Executive Officer since July 2024. Prior to joining Methode, Mr. DeGaynor served as President and CEO of Stoneridge, Inc., a publicly traded global designer and manufacturer of highly engineered electrical and electronic systems, components, and modules for the automotive, commercial, off-highway and agricultural vehicle markets, from 2015 to 2023. Prior to joining Stoneridge, Mr. DeGaynor was Vice President of Strategic Planning and Innovation at Guardian Industries Corp., a manufacturer of industrial glass and other building products for commercial, residential, and automotive applications. From 2008 to 2014, he served as Vice President of Business Development and Managing Director of Asia for SRG Global, Inc., a Guardian company and manufacturer of chrome plated parts for the automotive, commercial truck and consumer goods industries. From 2005 to 2008, Mr. DeGaynor was the Chief Operating Officer, International for Autocam Corporation, a manufacturer of precision-machine components for the automotive industry. Mr. DeGaynor’s strategic view, industry expertise and quality of leadership bring important perspectives 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. Schwabero has served as our Chairman of the Board since September 2024 and previously served as our Vice Chairman of the Board since May 2024. 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 a director of 1st Source Corporation, parent company of 1st Source Bank. He is a member of the Audit, Finance and Risk Committee, the Executive Compensation and Human Resources Committee and the Governance and Nominating Committee. In addition, Mr. Schwabero serves on the Advisory Board 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 10, 2026, our Board of Directors, on the recommendation of our Compensation Committee, adopted the Methode Electronics, Inc. 2026 Omnibus Incentive Plan (the “2026 Plan”), subject to the approval of our stockholders. The 2026 Plan provides for discretionary grants of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units and performance grants to employees, directors and consultants.

The 2026 Plan is intended to enable the Company to attract and retain qualified people to serve as employees and 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 units under the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (the “2022 Plan”). The 2026 Plan provides that upon approval of the 2026 Plan by our stockholders, no further awards shall be issued under the 2022 Plan.

If the 2026 Plan is approved, subject to adjustment as provided in the 2026 Plan, the number of shares of our common stock that will initially be available for all awards under the 2026 Plan is the sum of (i) 2,000,000, (ii) the 868,580 shares of common stock that remain available for issuance under the 2022 Plan as of June 10, 2026, or such lesser amount as may remain available for issuance under the 2022 Plan as of the date of stockholder approval, (iii) any shares underlying awards issued under the 2022 Plan that are outstanding as of June 10, 2026 and that are later forfeited or terminated, are settled in cash in lieu of stock, or are exchanged for an award that does not involve shares of common stock, and (iv) any shares underlying awards issued under the 2022 Plan that are withheld or tendered after June 10, 2026 to satisfy withholding tax liabilities arising from such awards, other than stock options or SARs.

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 units, including performance units, and other stock awards. The 2026 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 2026 Plan and the number of shares available for grant under the 2026 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. We grant what we believe is an appropriate amount of equity necessary to attract, reward and retain employees and directors. We manage our long-term stockholder dilution by closely managing the number of equity awards granted annually and regularly engaging with our compensation consultant. We calculate the burn rate by dividing all shares subject to equity awards granted during the fiscal year by the weighted-average number of outstanding shares at the end of the fiscal year. We have calculated our burn rate under the 2022 Plan for the past three fiscal years as set forth in the following table:

Current and Projected Overhang Percentage. The following table includes information regarding outstanding equity awards and shares available for future awards under the Company’s 2022 Plan as of June 10, 2026. As of such date, the 2022 Plan was the Company’s only active equity compensation plan and there were not any stock options or SARs outstanding under the 2022 Plan. As of June 10, 2026, there were 35,471,806 shares of common stock outstanding.

As of June 10, 2026, 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 2022 Plan, represented a maximum overhang (i.e., assuming all such awards are granted as stock options or SARs) of approximately 9%. If the 2026 Plan is approved, an additional 2,000,000 shares available for issuance would increase the overhang to approximately 14%. 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, in each case assuming that outstanding awards subject to performance vesting conditions will be settled at target levels.

Anticipated Duration. Based on our current equity award practices and anticipated needs, the Board estimates that the authorized shares under the 2026 Plan may be sufficient to provide us with an opportunity to grant equity awards for approximately two to three years, in amounts determined appropriate by the Compensation Committee, which will administer the 2026 Plan. This is only an estimate, and circumstances could cause the share reserve to be used more quickly or more slowly. These circumstances include, but are not limited to, the future price of shares of our common stock, the mix of awards provided as long-term incentive compensation, grant amounts provided by our competitors, payout of performance-based awards above or below target based on performance, hiring activity, forfeitures, and promotions.

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 2026 Plan contains certain restrictions that the Company believes further the objectives of the 2026 Plan and reflect sound corporate governance principles, including the following:

The following is a summary of the 2026 Plan. It is qualified in its entirety by reference to the full text of the 2026 Plan, which is attached as Exhibit A to this proxy statement. Stockholders are encouraged to review the 2026 Plan carefully.

Administration. Our Compensation Committee will administer the 2026 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 2026 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 2026 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 2026 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 2026 Plan, as the Compensation Committee may approve.‎

Eligibility. Directors, employees and consultants of Methode or any of its subsidiaries or affiliates are eligible to participate in the 2026 Plan. The Compensation Committee will determine which eligible people will receive awards and the terms of such awards. The number of people eligible to participate in the 2026 Plan is estimated to be approximately seventy (70) (including six non-employee directors).

Number of Shares of Common Stock Available. Subject to adjustment as provided in the 2026 Plan, the number of shares of our common stock that will initially be available for all awards under the 2026 Plan is equal to the sum of (i) 2,000,000, (ii) the 868,580 shares of common stock that remain available for issuance under the 2022 Plan as of June 10, 2026, or such lesser amount as may remain available for issuance under the 2022 Plan as of the date of stockholder approval, (iii) any shares underlying awards issued under the 2022 Plan that are outstanding as of June 10, 2026 and that are later forfeited or terminated, are settled in cash in lieu of stock, or are exchanged for an award that does not involve shares of common stock, and (iv) any shares underlying awards issued under the 2022 Plan that are withheld or tendered after June 10, 2026 to satisfy withholding tax liabilities arising from such awards, other than stock options or SARs.

The 868,580 shares remaining available for issuance under the 2022 Plan are calculated on the basis that outstanding awards under such plan that are subject to performance vesting conditions will be settled at the target performance levels set forth in the applicable award agreements. As of June 10, 2026, the Company had outstanding 208,661 restricted stock units with performance-based vesting conditions relating to total stockholder return (TSR) through a measurement period ending on May 1, 2027, and 804,601 outstanding restricted stock units with performance-based vesting conditions relating to return on invested capital (ROIC) and TSR through a measurement

period ending on April 29, 2028 (together, the “Outstanding PSUs”). The Outstanding PSUs will vest, if they vest at all, in amounts from 50% to 200% of their respective target awards. In addition to being used for awards under the 2026 Plan, the share reserve under the 2026 Plan may be used to settle outstanding awards under the 2022 Plan in the event (and to the extent) that Outstanding PSUs are required to be settled in amounts that exceed their respective target performance levels and the remaining share reserve under the 2022 Plan is insufficient to cover such excess, unless the Compensation Committee elects to settle such awards in cash. To the extent that the existing 2022 Plan share reserve is used to cover settlement of the Outstanding PSUs under such plan in amounts exceeding the target performance levels for such awards, no corresponding reduction will be made to the 2026 Plan share reserve.

Shares issuable under the 2026 Plan may be authorized but unissued shares or treasury shares. If any shares of common stock subject to an award under the 2026 Plan are forfeited, an award expires or an award 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 2026 Plan on a one-for-one basis. In the event that withholding tax liabilities arising from an award under the 2026 Plan, other than stock options or SARs, are satisfied by the tendering of shares or by the withholding of shares by the Company, the shares so tendered or withheld shall be added to the shares available for awards under the 2026 Plan; provided, however, that in no case shall such adjustment increase the number of shares available for grants of ISOs as described below. Share amounts relating to the 2022 Plan that are used to increase the share reserve under the 2026 Plan (whether through the shares remaining available for future issuance as of June 10, 2026, or through forfeiture of outstanding awards) will increase the 2026 Plan share reserve on a one-for-one basis, notwithstanding the fact that such share amounts would count (or did count, in the case of outstanding awards) against the 2022 Plan share reserve by a factor of 2.28 shares per full-value share award.

The following shares of common stock shall not become available again for grant under the 2026 Plan:

The number of shares issuable under the 2026 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 2026 Plan.

Award Limits. The 2026 Plan imposes the following limitations, subject to adjustment as provided for in the 2026 Plan:

Nonqualified Stock Options. The 2026 Plan provides for the granting of NSOs to any of our directors, employees or consultants. 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 2026 Plan shall not pay or accrue dividends or dividend equivalents on NSOs.

Incentive Stock Options. The 2026 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 no less than 110% of the Grant Date Fair Market Value, (ii) each ISO will expire no more than ten years from the date of the grant, or five years from the date of grant in the case of a Significant Stockholder, 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 2026 Plan shall not pay or accrue dividends or dividend equivalents on ISOs.

Stock Appreciation Rights. The 2026 Plan provides for the granting of SARs to any director, employee or consultant. 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 2026 Plan shall not pay or accrue dividends or dividend equivalents on SARs.

Restricted Stock. The 2026 Plan permits the granting of awards of shares of restricted stock to any director, employee or consultant. 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. Generally, the holder of restricted stock will have the right to vote the shares. Unless otherwise provided in the applicable award agreement, the holder will have the right to receive accrued dividends or dividend equivalents on restricted stock during any forfeiture restriction period, but in no event will such holder be paid such dividends or dividend equivalents unless and until 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 2026 Plan permits the granting of awards of RSUs to any director, employee or consultant. 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 determined by the Compensation Committee. Unless otherwise provided in the applicable award agreement, the holder will have the right to receive accrued dividends or dividend equivalents on RSUs during any forfeiture restriction period, but in no event will such holder be paid such dividends or dividend equivalents unless and until all conditions applicable to the RSU award have been achieved or satisfied, including but not limited to any service conditions or performance goals.

Cash-Based Performance Grants. The 2026 Plan permits the granting of awards of cash-based Performance Grants to any director, employee or consultant. 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 2026 Plan will be based upon the participant attaining performance goals related to one or more performance criteria selected by our Compensation Committee, which may include, but are not limited to, 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; (vii) unforeseen ‎impacts related to ‎mergers, acquisitions and ‎divestitures‎; or (viii) such other events as the Compensation Committee determines appropriate in its sole discretion.‎

Vesting. The award agreement for each award shall establish the applicable vesting schedule. Awards (other than cash-based awards) 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, in the event shares are delivered in lieu of fully-vested cash obligations, or to awards to non-employee directors that vest on earlier of the one-year anniversary of the grant and the next annual meeting of stockholders which is at least 50 weeks after the prior annual meeting. The 2026 Plan also includes a carve-out from the minimum vesting requirements for awards for up to five percent (5%) of the number of

shares authorized for issuance under the 2026 Plan. Notwithstanding the minimum vesting restriction, the Compensation Committee retains the 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.

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 2026 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 2026 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 2026 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 related rules and regulations adopted by the ‎New York Stock Exchange, 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. Subject to applicable law, the Company may seek to recover erroneously paid compensation through, among other methods, requiring direct repayment, by set-off of other compensation, by cancellation in whole or in part of outstanding equity awards, or by reducing future compensation. ‎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 2026 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. With the Compensation Committee’s prior approval, 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. If a participant makes such an election without the prior approval of the Compensation Committee, the related award shall be forfeited. 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 2026 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, our board will seek stockholder approval before amending the 2026 Plan to the extent required by stock exchange rules or other applicable rules or regulations (e.g., any increase in the shares available under the 2026 Plan). Our board may not amend the provision of the 2026 Plan that requires stockholder approval before repricing an award or amending the non-employee director fiscal year compensation limit. The 2026 Plan will terminate ten years after its adoption by our board of directors; provided, however, that our board of directors may terminate the 2026 Plan at any time.

New Plan Benefits. All awards to be granted in the future under the 2026 Plan are at the discretion of the Compensation Committee. As of June 10, 2026, there were 1,013,262 performance-based restricted stock units outstanding under the 2022 Plan (the “Performance Units”), with a potential payment of up to 200% of the target awards in the event we achieve the maximum performance levels set forth in the applicable award agreements. The

Compensation Committee has the discretion to provide that these Performance Units be settled in cash, or in shares of common stock issued under the 2026 Plan instead of the 2022 Plan, in the event the shares remaining available under the 2022 Plan are insufficient. It is otherwise not possible to determine the benefits or the amounts to be received under the 2026 Plan by Methode’s directors or employees.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE METHODE ELECTRONICS, INC. 2026 OMNIBUS INCENTIVE PLAN.

The following table provides information about our equity compensation plans as of May 2, 2026. 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 foregoing securities remaining available for issuance were reserved under the 2022 Plan and assume performance-based awards will be settled at target levels. Upon approval of the 2026 Plan at the Annual Meeting, no further awards will be made under the 2022 Plan.

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 May 1, 2027. EY has served as our independent registered public accounting firm for many years and is considered to be well qualified.

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

We are asking our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

Accordingly, we are asking you to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory (non-binding) basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion.”

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee, or our Board. 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.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RESOLUTION APPROVING THE EXECUTIVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

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 and Mr. Schwabero 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 May 2, 2026 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 PCAOB 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 auditing standards established from time to time by the PCAOB and the rules of the Securities and Exchange Commission. 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 May 2, 2026 filed with the SEC.

Our Audit Committee engaged EY to examine our consolidated financial statements for the fiscal year ended May 2, 2026. Fees paid to EY for services performed with respect to fiscal 2026 and 2025 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 2026, 100% of audit and non-audit services were approved by the Audit Committee.

This Compensation Discussion and Analysis (“CD&A”) describes the structure of our executive compensation program and explains how compensation was awarded to, earned by, or paid to our named executive officers (“NEOs”) for fiscal 2026.

Our named executive officers for fiscal 2026 were:

During fiscal 2026, Methode continued its multi-year transformation focused on improving operational discipline, simplifying the portfolio, strengthening financial performance, and enhancing long-term stockholder value. While the Company continued to experience challenging end-market conditions, particularly within automotive and commercial vehicle end markets, management remained focused on executing strategic initiatives designed to improve profitability, strengthen the balance sheet, and position the Company for sustainable long-term growth.

Consistent with the Company’s compensation philosophy, fiscal 2026 executive compensation outcomes reflected Company performance, in alignment with stockholder value creation with significant emphasis on profitability, cash flow generation, and execution against key strategic priorities.

Fiscal 2026 results reflect continued progress despite ongoing industry and geopolitical headwinds, including lower electric vehicle production volumes, unfavorable product mix, and costs associated with restructuring and transformation initiatives. Notwithstanding these challenges, the Company successfully negotiated and settled claims with electric vehicle customers related to expenditures incurred in anticipation of production volumes that ultimately did not materialize. The settlements contributed favorably to fiscal 2026 results and supported the Company’s achievement of positive pre-tax income, representing a substantial improvement compared to fiscal 2025.

The Company also generated positive free cash flow for fiscal 2026 compared to negative free cash flow in fiscal 2025, driven by enhanced working capital management, improved inventory discipline, and focused capital allocation. These efforts enabled continued debt reduction and further strengthened the Company’s financial position.

These financial outcomes were directly reflected in annual incentive plan results, as profitability and free cash flow were key performance measures under the fiscal 2026 incentive program, reinforcing the alignment between executive compensation and stockholder value creation.

Throughout fiscal 2026, management continued to advance the Company’s enterprise-wide transformation program aimed at improving operational execution, driving organizational accountability, simplifying the business portfolio, and creating a more scalable operating model. Key accomplishments included:

The Compensation Committee considered management’s execution against these transformation priorities as part of its overall assessment of executive performance during fiscal 2026. Free cash flow and balance sheet improvement are core performance metrics under the Company’s incentive plans and are central to aligning executive compensation with the Company’s financial health and long-term value creation objectives. The Committee viewed these achievements as a reflection of disciplined capital allocation, effective portfolio management, and successful execution of the Company’s transformation strategy.

In addition to improving operational performance, the Company continued to align its strategy and resource allocation with attractive long-term growth opportunities and key industry megatrends, including:

Management believes the actions taken during fiscal 2026 strengthened the Company’s operating foundation, improved financial flexibility, and enhanced its ability to capitalize on future growth opportunities. Progress against these strategic priorities remains a key component of executive performance evaluation and is incorporated into individual performance assessments that influence annual incentive compensation outcomes.

The Compensation Committee designed fiscal 2026 compensation decisions to reinforce a straightforward principle: realized and realizable pay should reflect Company performance, support the ongoing transformation of the business, and align management’s interests with long-term stockholder value creation. The Committee maintained a strong pay-for-performance orientation, with a substantial portion of target compensation remaining at risk and tied to financial and strategic outcomes.

For fiscal 2026, the Committee’s decisions reflected several core objectives that are important to institutional investors: maintaining a majority of executive compensation in variable, performance-based form; linking annual incentives to profitability and free cash flow; using long-term equity to focus management on durable value creation; and preserving governance features intended to mitigate risk and discourage pay outcomes that are not supported by performance.

The key components of the fiscal 2026 compensation program were salary, an annual performance-based bonus, and long-term incentive plan awards.

In making these decisions, the Compensation Committee considered Company performance, progress against transformation priorities, internal pay equity, retention needs, and market data reviewed with its independent compensation consultant. For executive officers other than the Chief Executive Officer, the Committee also considered input from Mr. DeGaynor, while retaining full discretion and final decision-making authority.

Base salary provides fixed compensation intended to reflect each executive’s role, experience, responsibilities, and sustained leadership contribution. Consistent with the Committee’s pay-for-performance philosophy, base salary represents only one component of total direct compensation, with more significant upside tied to annual and long-term incentive opportunities. When establishing fiscal 2026 salaries, the Compensation Committee took a disciplined approach, considering market positioning, individual scope and performance, leadership effectiveness, internal equity, retention considerations, and overall Company circumstances. The Committee used peer group and survey data as reference points rather than formulaic determinants, enabling it to balance competitiveness with stockholder sensitivity in a challenging performance environment. Based on these considerations, the Compensation Committee approved fiscal 2026 salaries as described below under “Key Components of Fiscal 2026 Compensation – Salary.”

Each named executive officer participated in the fiscal 2026 annual cash incentive program, which was designed to reward results that the Committee believes are closely aligned with near-term stockholder interests: profitability and cash generation. By weighting pre-tax income and free cash flow, the Committee sought to focus management on earnings discipline, liquidity, and balance sheet stewardship during an important period of operational and portfolio transformation.

Target bonus opportunities were established as a percentage of base salary and varied by role, reflecting differences in strategic scope, decision-making authority, and expected impact on enterprise performance. Target amounts payable as a percentage of salary were set for Mr. DeGaynor, Ms. Kowalchik, Mr. Ullrich, Mr. Erwin, and Ms. Vyverberg at 125%, 75%, 75%, 70%, and 66% respectively.

For fiscal 2026, annual incentive opportunities were determined using objective financial metrics that applied consistently across the executive team. The Committee selected measures which it viewed as transparent, rigorously financial, and directly linked to operating execution. For the named executive officers, 70% of the target award was conditioned on attainment of a pre-tax income performance goal and 30% was conditioned on the attainment of a free cash flow goal.

The payout framework was intentionally structured to require meaningful performance before substantial incentive value could be earned, with reduced payouts at threshold performance, target payouts only for delivery against planned objectives, and higher payouts reserved for materially stronger performance. For each performance goal, the threshold and maximum payout levels were set at 50% and 200%, respectively, of the amount payable at the target level of performance. No payout on either measure is earned if the performance is below threshold for pretax income.

The Compensation Committee also retained discretion to apply an individual performance modifier of up to plus or minus 20%, subject to the overall 200% maximum, to reflect individual underperformance or exceptional contributions to the organization.

As described in greater detail below, this design supported alignment between fiscal 2026 bonus outcomes and Company results by directly linking cash incentive funding to measurable financial performance rather than discretionary assessments alone.

Based on these considerations, the Compensation Committee approved fiscal 2026 annual performance-based cash bonuses as described below under “Key Components of Fiscal 2026 Compensation – Annual Performance-Based Cash Bonuses.”

In August 2025, the Compensation Committee introduced a new long-term equity award program for the named executive officers. Under the 2026 Long-Term Incentive Program (“LTI Program”), the Committee structured these awards to balance retention with performance accountability and to strengthen alignment with long-term stockholder outcomes. The program consisted of a mix of time-based restricted stock units and performance-based restricted stock units.

The Committee adopted the 2026 LTI Program, which incorporated feedback from stockholders, to create a program consistent with market best practices. Following a review of market practice, alternative award structures, and input from its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”) the resulting structure reflects a balanced and stockholder-oriented approach to long-term incentives.

The Committee believes this combination of service-based and performance-based equity awards advances several important compensation objectives: retaining key leaders through a multi-year transformation period, linking a meaningful portion of long-term compensation to performance outcomes, and increasing management’s direct alignment with long-term stockholder value creation.

Additional details regarding the design, vesting provisions, and termination treatment of the 2026 LTI Program are provided below under “Key Components of Fiscal 2026 Compensation – Long-Term Incentive Stock Awards.”

Our executive compensation program incorporates governance practices designed to align management’s interests with those of stockholders and to mitigate compensation-related risk.

A substantial portion of each named executive officer’s compensation is variable and performance based. As a result, compensation outcomes can be reduced meaningfully if performance objectives are not achieved. The charts that follow illustrate the target mix of base salary, annual incentive opportunity, and long-term incentives for our Chief Executive Officer and the other named executive officers.

Our executive compensation program is intended to support the Company’s strategy and reinforce the following principles:

Compensation Committee Oversight. The Compensation Committee consists entirely of independent directors and meets regularly throughout the year. During fiscal 2026, the Committee met 7 times and held executive sessions without management present, as appropriate.

Role of Management. The Compensation Committee determines the compensation of the Chief Executive Officer without recommendations from management. For the other named executive officers, the Committee reviews recommendations developed by the Chief Executive Officer in consultation with the Chief Human Resources Officer but retains full authority over final decisions.

Role of the Independent Compensation Consultant. FW Cook serves as the Compensation Committee’s independent consultant and advises on market practices, peer benchmarking, pay-for-performance alignment, compensation risk, and regulatory developments.

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 such representatives are independent from the Company’s management.

Risk Assessment. Each year, the Compensation Committee reviews executive compensation programs to assess whether they encourage excessive or inappropriate risk-taking. Based on this review, the Committee concluded that the fiscal 2026 compensation programs do not create risks 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:

At our 2025 Annual Meeting, our say-on-pay proposal received approximately 90% stockholder support, following 96% support in 2024 and 97% in 2023. The Compensation Committee considers the results of our recent say-on-pay votes, along with other factors when making executive compensation decisions.

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:

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 2026, subject to the phase-in-period for new appointments

and promotions. If an executive officer’s required ownership level amount is not attained by the end of the relevant phase-in period (or at any time thereafter), they will be required to retain an amount equal to 75% of the net shares received as the result of the exercise, vesting, or payment of any equity awards granted, until the applicable guideline level is achieved.

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 with any financial reporting requirements under U.S. securities laws, our Incentive Compensation Recovery Policy requires us to recover from our current or former executive officers certain amounts of incentive-based compensation.

We strive to provide compensation opportunities that are market competitive. For fiscal 2026, the Compensation Committee engaged FW Cook to review the Company’s executive compensation peer group and benchmark the executive compensation program using a custom peer group and third-party survey data. The Committee considers this benchmarking information when reviewing each major component of compensation.

The peer group used for benchmarking purposes in setting fiscal 2026 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 2025 peer group without modification for fiscal 2026. The peer group included the following companies:

In benchmarking our compensation program for fiscal 2026, the Compensation Committee also reviewed information compiled by FW Cook from major third-party executive pay surveys. As a general matter, the Compensation Committee targets total direct compensation—base salary, annual incentive opportunity, and long-term incentives—in the median range of competitive practice, with adjustments based on factors such as role, tenure, and individual experience and criticality to the business. The Compensation Committee also considers other relevant factors, including individual performance, experience, strategic value of each executive, retention and recruitment considerations, internal pay equity, Company performance, expected future contributions of each executive, historical compensation levels, tenure, promotions, and industry conditions. For benchmarking purposes, the analysis assumed target performance under performance-based awards.

Each component of our compensation program is intended to support our compensation objectives and contribute to an overall package that is competitive, performance-oriented, and aligned with stockholder interests. Consistent with our pay-for-performance philosophy, a significant portion of named executive officer compensation is variable and at risk based on Company and individual performance.

The table below sets forth details regarding the key components of our ‎‎fiscal 2026 compensation program.

Base Salary. The Compensation Committee establishes salaries upon hiring and reviews them annually. In setting fiscal 2026 salaries for the named executive officers, the Committee considered advice from its independent compensation consultant regarding market practices, together with individual performance, skills and experience, internal pay equity, retention and recruitment considerations, peer comparisons, and Company performance. For officers other than the Chief Executive Officer, the Committee also considered Mr. DeGaynor’s recommendations. For fiscal 2026, the Compensation Committee approved a base salary increase of 2.5% for Mr. DeGaynor, Ms. Kowalchik and Mr. Erwin; a 6% increase for Mr. Ullrich and a 4% increase for Ms. Vyverberg. The increase for Mr. Ullrich and Ms. Vyverberg were approved to better align their base pay with competitive market practices for their respective roles based on data provided by F.W. Cook.

The base salaries of our named executive officers for fiscal 2026 were as follows:

Annual Performance-Based Cash Bonuses. The named executive officers participated in the fiscal 2026 annual cash incentive program. In approving target opportunities and performance measures, the Compensation Committee considered market practice, role-specific responsibilities, internal pay equity, retention goals, the Company’s strategy, the fiscal 2026 budget, and broader economic conditions. For officers other than the Chief Executive Officer, the Committee also considered management input, while retaining final authority over all decisions.

The Compensation Committee set the target amount payable as a percentage of base salary as follows: Mr. DeGaynor, 125%; Ms. Kowalchik and Mr. Ullrich, 75%; Mr. Erwin, 70%, and Ms. Vyverberg, 66%. For all named executive officers, 70% of the target award was conditioned on attainment of a pre-tax income/loss performance goal and 30% was conditioned on the attainment of a free cash flow goal. For each performance goal, the threshold and maximum payout levels were set at 50% and 200%, respectively, of the amount payable at the target level of performance. No payout is earned if performance is below threshold and no payout on either measure is earned if the performance is below threshold for pre-tax income. Payments are subject to an individual performance modifier through which the Compensation Committee may increase or decrease payment by up to 20% based on individual performance, subject to the overall 200% cap.

Payments under the pre-tax income/loss portion of the cash bonus program were determined as follows:

Payments under the free cash flow portion of the cash bonus program were determined as follows:

During fiscal 2026, the Company achieved pre-tax income of $4.4 million and free cash flow of $34.9 million that resulted in payouts of 197% and 150% of target, respectively, after including the allowable addbacks and deductions defined at the time the plan was approved (e.g., certain restructuring costs, foreign currency and translations costs, impairment cost and netting out the gains on sale of business, including the gain on the sale of dataMate, and equity compensation). The Committee further determined that the current leadership team would not be held accountable for certain inventory costs inherited from the previous leadership team. After applying the weighting for the pre-tax income and the free cash flow, the plan paid out at 183% of target. The award agreements provided the Committee with the ability to reward executives with individual performance modifiers. Each executive performed well under very challenging conditions, and the Committee determined that Mr. DeGaynor, Mr. Ullrich and Mr. Erwin were deserving of an individual performance modifier of 17% resulting in a payout of 200% (the maximum allowable).

The following payouts were made to our executive officers for fiscal 2026 performance.

Long-Term Incentive Stock Awards. In August 2025, the Compensation Committee introduced a long-term incentive award program. The program awarded fifty percent time-based restricted stock units (“RSUs”) and fifty percent performance-based restricted stock units (“PSUs”) to the named executive officers under the 2026 Long-Term Incentive Program. The Committee adopted this structure after reviewing market practice, alternative design approaches, and investor feedback on prior programs. It believes the mix of performance-based and time-based awards supports retention, reinforces accountability for long-term performance, and aligns executives with stockholder interests.

The time-based awards are subject to a three-year vesting period based on continued service, with 33%, 33% and 34% of each award vesting on each of the first three anniversaries of the grant date. 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, disability or qualified retirement, all unvested RSUs will become immediately and fully vested and in the event an executive is terminated without cause, a prorated number of RSUs will vest through the date of termination. In such case, Ms. Kowalchik and Mr. Ullrich will be credited with an additional year of service. In the event of a change in control of the Company, in which either (a) the successor company does not assume or replace the RSUs or (b) the successor company assumes or replaces the RSUs and then the executive is terminated without cause or resigns for good reason within two years, any unvested RSUs will immediately vest.

The performance-based awards may be earned based on a cumulative three-year performance period relative to established goals for threshold, target and maximum performance. The performance measures are based on average return on invested capital (ROIC) and annualized total stockholder return (TSR), in each case through the end of the Company’s fiscal 2028, with 60% of the award allocated to the ROIC measure and 40% to TSR. For performance below the threshold level of each performance measure for the cumulative three-year period, no shares would be earned with respect to that measure. For performance at threshold levels, 50% of the underlying shares would be earned, with 100% of the shares earned at the target levels of performance and a maximum of 200% earned at the maximum levels, with share payments prorated between these levels. Dividends will not be paid on the PSUs 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 prior to the end of the three-year performance period, all unvested PSUs will become immediately and fully vested at target levels. In the event of an executive’s qualified retirement, the PSUs will vest (if at all) at the end of the performance period based upon actual performance. In the event an executive is terminated without cause, a prorated number of PSUs, based on the date of termination, will vest at the end of the performance period based on actual performance. In the event of a change in control of the Company prior to the end of the three-year performance period, in which either (a) the successor company does not assume or replace the PSUs or (b) the successor company assumes or replaces the PSUs and then the executive is terminated without cause or resigns for good reason within two years, any unvested PSUs will immediately vest at target performance levels.

Other Benefits and Perquisites. Our U.S.-based executive officers are eligible to participate in the same broad-based employee benefit plans available to similarly situated employees, including medical, dental, vision, life insurance, disability, and, as applicable, the 401(k) savings plan, which includes a Company contribution equal to 3% of salary, subject to certain limitations. Our U.S.-based executive officers could also have participated in the Company’s non-qualified Deferred Compensation Plan, although none of the named executive officers participate nor has the Company made contributions on their behalf. The Deferred Compensation Plan is in the process of being closed and will be liquidated before the end of fiscal 2027. Our U.S.-based executive officers are eligible to receive an executive physical once per calendar year. Three named executive officers utilized this benefit during fiscal 2026. In addition, the Company agreed to provide Mr. DeGaynor and Ms. Kowalchik with temporary housing in Chicago and travel reimbursements. This benefit was eliminated upon the official announcement of the corporate headquarters relocation in May 2025.

Potential Payments Upon Change of Control Or Termination. We maintain change-of-control arrangements for our named executive officers to promote leadership stability and continuity, particularly during periods of uncertainty.

The Compensation Committee believes these arrangements support the interests of the Company and its stockholders by allowing executives to remain focused on business priorities without undue distraction. These agreements provide benefits only if both a qualifying change of control occurs and the executive’s employment is terminated without cause or the executive resigns for good reason within the specified protection period. No severance benefits are payable solely as a result of a change of control.

In December 2025 upon review of previous practice, the Compensation Committee agreed to harmonize the change-of-control and severance agreements and bring them in line with market practices. In connection with that effort, at the request of the Committee, our named executive officers, other than the CEO, agreed to amend their prior change-of-control agreements.

Under the revised change-of-control agreements, if a qualifying termination occurs within two years following a change of control (or during a pending change of control), the executive is entitled to:

Executives are not entitled to a gross-up payment for excise taxes under our change of control agreements. In addition, 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. The amounts payable under the “Change in Control” row 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 time-based or performance-based restricted stock units vest, the executive is entitled to a payment based on the dividends declared during the vesting period and the number of units vested. Change of control provisions for these named executive officers are summarized below under “Executive Compensation − Potential Payments Upon Change of Control or Termination.”

We have also entered into severance and retention agreements with each named executive officer that apply in the event of a termination without cause outside a change-of-control context. These agreements provide for:

Equity awards and annual incentive awards also provide for specific treatment in the event of a change of control, death, disability, qualified retirement, or termination without cause. Depending on the circumstances, awards may vest in full, vest on a prorated basis, or remain subject to performance conditions through the end of the applicable performance period. Dividend equivalents, where applicable, are paid only on vested or earned awards.

No payments or benefits are provided if an executive’s employment is terminated for cause or if the executive voluntarily resigns without good reason.

Our change of control and severance provisions for these named executive officers are summarized below under “Executive Compensation-Potential Payments Upon Change of Control or Termination.”

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 named executive officers.

The following table sets forth certain information regarding grants of plan-based awards to the named executive officers during the fiscal year ended May 2, 2026.