METHODE ELECTRONICS INC (MEI)
Sector: Information Technology
2026 Annual Meeting Analysis
METHODE ELECTRONICS INC · Meeting: September 16, 2026
Directors FOR
1
Directors AGAINST
6
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Blom has served since 2019, giving him full overlap with MEI's devastating 3-year total return of -52.2%, which trails the company's own peer group median by 105.3 percentage points — far exceeding the 20-point trigger threshold for companies with negative absolute returns; additionally, the proxy discloses he attended only 71% of all board and committee meetings, below the 75% minimum required by policy.
Bobek has served since 2020, giving her meaningful overlap with MEI's 3-year total return of -52.2%, which trails the peer group median by 105.3 percentage points — far exceeding the 20-point trigger for companies with negative absolute returns; the 5-year check does not provide relief as MEI's 5-year return of -66.0% also trails peers by 150.4 percentage points, confirming sustained underperformance.
Cadwallader has served since 2018, giving him full overlap with MEI's 3-year total return of -52.2%, which trails the peer group median by 105.3 percentage points — far exceeding the 20-point trigger for companies with negative absolute returns; the 5-year return of -66.0% also trails peers by 150.4 percentage points, confirming this is sustained rather than transient underperformance.
Crowther has served since 2019, giving him full overlap with MEI's 3-year total return of -52.2%, which trails the peer group median by 105.3 percentage points — far exceeding the 20-point trigger for companies with negative absolute returns; the 5-year return of -66.0% also trails peers by 150.4 percentage points, confirming sustained multi-year underperformance.
Lindsey has served since 2020, giving her meaningful overlap with MEI's 3-year total return of -52.2%, which trails the peer group median by 105.3 percentage points — far exceeding the 20-point trigger for companies with negative absolute returns; the 5-year return of -66.0% also trails peers by 150.4 percentage points, confirming sustained rather than transient underperformance.
Schwabero has served since 2019, giving him full overlap with MEI's 3-year total return of -52.2%, which trails the peer group median by 105.3 percentage points — far exceeding the 20-point trigger for companies with negative absolute returns; the 5-year return of -66.0% also trails peers by 150.4 percentage points, and his role as Chairman makes board accountability especially relevant.
For Analysis
DeGaynor joined the board in 2024 and has been a director for less than 24 months, making him exempt from the TSR underperformance trigger under policy; he joined after the period of significant underperformance was already established, and it is appropriate to give the new CEO-director reasonable time to demonstrate his impact on company performance.
Six of the seven director nominees — all except newly appointed CEO Jonathan DeGaynor — are recommended AGAINST due to severe and sustained stock price underperformance during their tenures. MEI's 3-year total return of -52.2% trails the company's own disclosed compensation peer group by 105.3 percentage points, far exceeding the 20-point policy trigger applicable when absolute returns are negative. The 5-year return of -66.0% trailing peers by 150.4 percentage points confirms this is not a temporary blip but sustained destruction of shareholder value on these directors' watch. David Blom receives an additional flag for attending only 71% of board and committee meetings, below the 75% policy minimum. DeGaynor is exempt as he joined fewer than 24 months ago and inherited an already-underperforming situation.
Say on Pay
✗ AGAINSTCEO
Jonathan DeGaynor, President and Chief Executive Officer
Total Comp
$5,739,219
Prior Support
90%%
The prior year say-on-pay vote received 90% support, which is above the 70% threshold that would automatically require a negative vote for non-response. However, the pay-for-performance alignment check raises a serious concern: MEI's 3-year total shareholder return of -52.2% trails its peer group by over 105 percentage points, yet executives received above-target variable pay — the annual cash bonus paid out at 183–200% of target, and the CEO's total reported compensation for fiscal 2026 was $8.09 million, with 'compensation actually paid' of $10.0 million after equity fair value adjustments. While the board attributes the strong bonus payouts to genuine operational improvements (positive pre-tax income and free cash flow after years of losses), the incentive plan metrics were set on an absolute basis rather than relative to peers, meaning executives were rewarded for recovering from a very low baseline while shareholders continued to suffer severe losses relative to the peer group. The policy requires a No vote when variable pay exceeds benchmark and TSR underperforms peers by more than 20 percentage points over three years, and the 105-point gap here represents one of the most extreme misalignments the policy contemplates.
Auditor Ratification
✓ FORAuditor
Ernst & Young LLP
Tenure
N/A
Audit Fees
$3,505,000
Non-Audit Fees
$127,000
Non-audit fees (tax services of $127,000) represent approximately 3.6% of audit fees ($3,505,000), well below the 50% threshold that would raise independence concerns. EY is a Big 4 firm appropriate for MEI's size and complexity. The proxy does not disclose EY's exact tenure, so the tenure trigger cannot be applied — policy requires confirmed data before voting against on that basis. No material restatements attributable to audit failure were identified in the filing.
Overall Assessment
The 2026 MEI annual meeting ballot is dominated by serious governance concerns: six of seven director nominees are recommended AGAINST due to MEI's catastrophic 3-year total shareholder return of -52.2%, which trails the company's own peer group by over 105 percentage points during these directors' tenures, and the Say on Pay vote is also recommended AGAINST because executives received above-target bonuses of 183–200% of target despite shareholders losing more than half their investment relative to peers over three years. The auditor ratification of Ernst & Young is the only standard proposal receiving a FOR vote determination, as EY's non-audit fee ratio is well within acceptable bounds at approximately 3.6% of audit fees.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing