UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrant  ☒                             Filed by a party other than the Registrant  ☐

Check the appropriate box:

Methode Electronics, Inc.

METHODE ELECTRONICS, INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

METHODE ELECTRONICS, INC.
7401 West Wilson Avenue
Chicago, Illinois 60706
(708) 867-6777

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 17, 2015

13, 2018

To the Shareholders of Methode Electronics, Inc.:

Notice is hereby given that the annual meeting of shareholders of Methode Electronics, Inc. will be held on Thursday, September 17, 201513, 2018 at 11:00 a.m., Chicago time,Central Daylight Time, at Methode’s corporate offices at 7401 West Wilson Avenue, Chicago, Illinois, 60706 for the following purposes:

The Board of Directors recommends that you vote “FOR” each of Methode’s nominees for director, “FOR”“FOR” the ratification of Ernst & Young LLP as our independent registered public accounting firm and “FOR”“FOR” advisory approval of Methode’s named executive officer compensation.

Our Board of Directors has fixed the close of business on July 20, 201516, 2018 as the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting and at any adjournment or postponement thereof.

We are furnishing materials for our annual meeting on the Internet. You may vote your shares in person by attending our annual meeting, or by proxy. To vote by proxy, you may vote using the Internet, by toll-free telephone number or, if you request and receive a paper copy of the proxy card by mail, by signing, dating and mailing the proxy card in the self-addressed, postage-paid envelope provided.Information regarding voting in personby using the Internet or by telephone is contained in the Notice of Internet Availability of Proxy Materials and the proxy statement.Materials. Instructions regarding voting by proxymail are contained on the proxy card.

It is important that your shares be represented and voted at the annual meeting. Whether or not you plan to attend the annual meeting, please vote on the matters to be considered. Thank you for your interest and cooperation.

Chicago, Illinois
July 30, 2018

METHODE ELECTRONICS, INC.
7401 West Wilson Avenue
Chicago, Illinois 60706
(708) 867-6777

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS
September 17, 2015

13, 2018

GENERAL INFORMATION

We are furnishing this proxy statement to you in connection with the solicitation of proxies on behalf of Methode Electronics, Inc. (“Methode” or the “Company”) for use at our annual meeting of shareholders to be held on Thursday, September 17, 201513, 2018 at 11:00 a.m., Chicago time,Central Daylight Time, at Methode’s corporate offices at 7401 West Wilson Avenue, Chicago, Illinois, 60706 and at any adjournment or postponement of the annual meeting. On July 29, 2015,30, 2018, we mailed our Notice of Internet Availability of Proxy Materials, which contains instructions for our shareholders to access our proxy statement and annual report over the Internet or request a paper copy of the proxy materials.

At the annual meeting, we will ask our shareholders to (i) elect our Board of Directors, (ii) ratify the Audit Committee’s selection of Ernst & Young LLP (“Ernst & Young”EY”) to serve as our independent registered public accounting firm for fiscal 2016,2019, (iii) provide advisory approval of Methode’s named executive officer compensation, and (iv) consider and vote upon any other business which properly comes before the annual meeting.

The Board of Directors recommends that you vote “FOR” each of Methode’s nominees for director, “FOR”“FOR” the ratification of Ernst & YoungEY as our independent registered public accounting firm and “FOR” advisory approval of Methode’s named executive officer compensation.

You may vote your shares in person, by attending our annual meeting, or by proxy. To vote by proxy, you may vote using the Internet, by toll-free telephone number or, if you request and receive a paper copy of the proxy card by mail, by signing, dating and mailing the proxy card in the self-addressed, postage-paid envelope provided.Information regarding voting in personby using the Internet or by telephone is contained in the Notice of Internet Availability of Proxy Materials and this proxy statement.Materials. Instructions regarding voting by proxymail are contained on the proxy card. Please do not submit a proxy card if you have voted by telephone or the Internet.

It is important that your shares be represented and voted at the annual meeting. Whether or not you plan to attend the annual meeting in person, please vote on the matters to be considered.

Record Date; Shares Outstanding

Our Board of Directors has fixed the close of business on July 20, 201516, 2018 as the record date for the determination of shareholders entitled to notice of and to vote at the annual meeting and at any adjournment or postponement thereof. As of the record date, there were38,355,412were 37,006,049 shares of our common stock outstanding and entitled to vote at the annual meeting.

Quorum; Votes Required

In deciding all questions, assuming a quorum is present, a holder of Methode’s common stock is entitled to one vote, in person or by proxy, for each share held in such holder’s name on the record date. 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. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum at the annual meeting. Generally, broker non-votes occur when shares held by a broker or nominee for a beneficial owner are not voted with respect to a particular proposal because the broker or nominee lacks discretionary power to vote such shares.

With respect to the election of directors, shareholders may vote (a) “for” each nominee; (b) “against” each nominee; or (c) to “abstain” from voting for each nominee. The electionthe ratification of our Board of Directors requires approval by a majority of the shares of common stock represented at the meeting and entitled to vote. With respect to the proposals to ratify the selection of Ernst & YoungEY as our independent registered public accounting firm and provideproviding advisory approval of our executive compensation, shareholders may vote (1) “for”;“for,” (2) “against”;“against,” or (3) to “abstain” from voting on each matter and each such matter requires approval by a majority of the shares of common stock represented at the meeting and entitled to vote. Both abstentions and broker

non-votes will be considered as present but will not be considered as votes in favor of any matter. Broker non-votes are excluded from the “for,” “against” and “abstain” counts, and instead are reported as simply “broker non-votes.” Consequently, abstentions have the effect of voting against these matters, while broker non-votes have no effect as to voting for or against any such matter.

Under New York Stock Exchange rules, the proposal to ratify the selection of Ernst & YoungEY is considered a routine item. Therefore, brokers may vote in their discretion on this matter on behalf of clients who have not furnished voting instructions to the broker. In contrast, all other proposals set forth in this proxy statement are considered non-routine items, and brokers who have not received voting instructions from their clients may not vote on these proposals.

All properly executed and timely delivered proxies will be voted in accordance with the instructions provided. Unless contrary instructions are indicated, proxies will be voted “FOR” each of Methode’s nominees for director, “FOR” the ratification of the selection of Ernst & Young,EY and “FOR” advisory approval of Methode’s named executive officer compensation. The Board of Directors knows of no other business that will be presented for consideration at the annual meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment.

Voting Procedures

It is important that your shares be represented at the annual meeting. You may vote your shares in person, by attending our annual meeting, or by proxy. To vote by proxy, you may vote using the Internet, by toll-free telephone number or, if you request and receive a paper copy of the proxy card by mail, by signing, dating and mailing the enclosed proxy card in the self-addressed, postage-paid envelope provided. Information regarding voting in personby using the Internet or by telephone is contained in the Notice of Internet Availability of Proxy Materials and this proxy statement.Materials. Instructions regarding voting by proxymail are contained on the proxy card. Please do not submit a proxy card if you have voted by telephone or the Internet. You may revoke your proxy as described below.

Revoking Your Proxy

If you decide to change your vote, you may revoke your proxy at any time before the annual meeting. You may revoke your proxy by notifying our Corporate Secretary in writing that you wish to revoke your proxy at the following address: Methode Electronics, Inc., 7401 West Wilson Avenue, Chicago, Illinois 60706, 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 in person at the annual meeting. Attendance at the annual meeting will not, by itself, revoke a proxy.

Proxy Solicitation Expenses

The accompanying proxy is being solicited on behalf of Methode. We will bear the entire cost of this solicitation. Our directors, officers or other regular employees may solicit proxies by telephone, by e-mail, by fax or in person. No additional compensation will be paid to directors, officers and other regular employees for such services. We have retained the services of Innisfree M&A Incorporated (“Innisfree”) to serve as our proxy solicitor in connection with the annual meeting. Innisfree may assist us in soliciting proxies by telephone, email and by other means, and we expect to pay Innisfree a fee of $15,000,$20,000, plus reasonable expenses.

In the event that beneficial owners of our shares request paper copies of our proxy materials, banks, brokerage houses, fiduciaries and custodians holding shares of our common stock beneficially owned by others as of the record date will be requested to forward such proxy soliciting material to the beneficial owners of such shares and will be reimbursed by Methode for their reasonable out-of-pocket expenses.

Householding of Annual Meeting Materials

We are sending only one copy of our Notice of Internet Availability of Proxy Materials and, if applicable, our proxy materials, to shareholders who share the same last name and address, unless they have notified us that they want to continue receiving multiple copies. This practice, known as “householding,” is designed to reduce duplicate mailings and save printing and postage costs. Shareholders 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 to have additional copies of our Notice of Internet Availability of Proxy Materials and, if applicable, our proxy materials, mailed to you; if you received multiple copies of our Notice of Internet Availability of Proxy Materials and

would prefer to participate in householding; or if you would like to opt out of this practicehouseholding for future mailings, you may do so at any time by contacting us at: Methode Electronics, Inc., 7401 West Wilson Avenue, Chicago, Illinois 60706, Attention: Corporate Secretary.

Secretary, or telephonically at 708-867-6777.

CORPORATE GOVERNANCE

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

Director Independence

Our Board of Directors has considered the independence of the nominees for director under the applicable standards of the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange. Our Board has determined that all of the nominees for director are independent under the applicable standards, except for Donald Duda, our President and Chief Executive Officer. Mr. Duda’s lack of independence relates solely to his service as an executive officer and is not due to any other transactions or relationships.

In addition, our Board of Directors has determined that each member of our Audit Committee, our Compensation Committee and our Nominating and Governance Committee satisfies the independence requirements of the applicable standards, if any, of the SEC and the New York Stock Exchange.

Board Committees

The following chart sets forth the committees of our Board: 

current Committee membership.

If applicable, our Audit Committee reviews related party transactions and potential conflict of interest situations in accordance with the Audit Committee Charter and our Code of Business Conduct. We do not have a separate written policy regarding related party transactions and potential conflict of interest situations. Our Code of Business Conduct states that conflicts of interest are prohibited, except as approved by our Board of Directors. In reviewing any such transaction, our Audit Committee and Board of Directors would consider Methode’s rationale for entering into the transaction, alternatives to the transaction, whether the transaction is on terms at least as fair to Methode as would be the case were the transaction entered into with a third party and other relevant factors.

During the 20152018 fiscal year, our Board of Directors held twelvethirteen meetings, and no incumbent director attended less than 75% of the aggregate of the total number of meetings of our Board and the total number of meetings held

by the respective committees on which he or she served. Under our Corporate Governance Guidelines, our directors are expected to attend Board and shareholder meetings and meetings of committees on which they serve. Our directors are expected to meet as frequently as necessary to properly discharge their responsibilities.

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

Our Audit, Compensation, Nominating and Governance and Technology Committees operate pursuant to charters adopted by the Board, which are available on our website atwww.methode.com or in print upon any shareholder’s request. Our Corporate Governance Guidelines are also available on our website atwww.methode.com or in print upon any shareholder’s request.

Board Leadership Structure, Evaluations, Risk Oversight and Compensation Policy Risks

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

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

Our Board of Directors oversees Methode’s risk management practices. Our Board and committees review information regarding Methode’s market,markets, competition and financial risks, as well as risks associated with Methode’s operations, Methode’s employees and political risks encountered by Methode throughout the globe.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 Audit Committee also reviews the Company’s cyber-security and information technology practices and policies. Our Compensation Committee evaluates risks arising from Methode’s compensation practices and policies. Our Nominating and Governance Committee reviews and evaluates Methode’s policies and practices with respect to risk management and risk assessment in areas such as business operations, human resources, international operations and intellectual property and information technology.property. The entire Board of Directors is regularly informed about the risk management policies and practices monitored by the various committees. The Board of Directors also receives reports directly from officers responsible for assessing and managing particular risks within Methode.

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

Nominating Process of the Nominating and Governance Committee

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. 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. The Committee seeks an appropriate balance between newer directors and longer-serving directors. Two of our current eight independent directors were added in the last two and one-half years. The Committee and the Board expect to add two more independent directors by our 2019 annual meeting of shareholders.

The Committee identifies potential nomineeshas adopted a process for identifying new director candidates. Recommendations may be received by askingthe Committee from various sources, including current or former directors and others to notifyCompany contacts. In the event the Committee if they become aware of persons, meeting the criteria described above, who may be availabledeems it appropriate to serve on our Board. The Committeeengage a search firm, it has sole authority to retain and terminate any such search firm used to identify director candidates and has sole authority to approve the search firm’s fees and other retention terms. Historically,fees. In June 2018, the Committee has not engaged third partiesretained a search firm to assist in identifying and evaluating potential nominees, but would do so in those situations where particular qualifications are required to fill a vacancy and our Board’s contacts are not sufficient to identify an appropriate candidate.

with the independent director recruitment process.

The Committee will also consider suggestions from our shareholders. Any recommendations received from shareholders will be evaluated in the same manner that potential nominees suggested by Board members are evaluated. Upon receiving a shareholder recommendation, the Committee will initially determine the need for additional or replacement Board members and evaluate the candidate based on the information the Committee receives with the shareholder recommendation or may otherwise acquire, and may, in its discretion, consult with the other members of our Board. If the Committee determines that a more comprehensive evaluation is warranted, the Committee may obtain additional information about the director candidate’s background and experience, including by means of interviews with the candidate.

Our shareholdersShareholders may recommend candidates at any time, but the Committee requires recommendations for election at anour annual meeting of shareholders to be submitted to the Committee no later than 120 days before the first anniversary of the date of the proxy statement in connection withfrom the previous year’s annual meeting. The Committee believes this deadline is appropriate and in the best interests of Methode and our shareholders because it ensures that the Committee has sufficient time to properly evaluate all proposed candidates. Therefore, to submit a candidate for consideration for nomination at the 2016 annual meeting of shareholders, a shareholder must submit the recommendation, in writing, by March 31, 2016. The written notice must include:

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., 7401 West Wilson Avenue, Chicago, Illinois 60706. Any recommendations from shareholders will be evaluated in the same manner that potential nominees suggested by current or former Directors or Company contacts are evaluated. Information regarding the requirements to nominate a director at our 20162019 Annual Meeting are set forth below under “Other Information — Information—Shareholder Proposals and Director Nominations.”

Communications with Directors

Our annual meeting of shareholders provides an opportunity each year for shareholders to ask questions of, or otherwise communicate directly with, members of our Board of Directors on appropriate matters. All but one of our directors attended the 20142017 annual meeting. We anticipate that all of our directors will attend the 20152018 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 7401 West Wilson Avenue, Chicago, Illinois 60706. 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 shareholder communications that would

be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to us or our business or communications that relate to other improper or irrelevant topics.

Code of Business Conduct and Ethics

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

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

Stock Ownership Guidelines

Our Compensation Committee considers stock ownership by directors to be an important means of linking their interests with those of our shareholders. We maintain stock ownership guidelines for our 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. The requirements aredirectors, subject to a five year phase-in period. All of our directors were in compliance with our stock ownership policyguidelines for fiscal 2015.2018.

DIRECTOR COMPENSATION

We use a combination of cash and common stock to compensate our non-employee directors. Directors who are also our full-time employees are not paid for their services as directors or for attendance at meetings.

For the fiscal year ended May 2, 2015,April 28, 2018, our non-employee directors received an annual cash retainer of $44,000 and an attendance fee of $1,000 per committee meeting and for each board meeting other than the regularly scheduled quarterly meetings. In addition, in fiscal 2015,July 2017, the Compensation Committee, upon the recommendation of the Nominating and Governance Committee, granted each non-employee director serving at such time a stock awards totalingaward for 3,000 shares of common stock. Our Chairman of the Board and the Chair of each of our board committees received supplemental annual retainers in the following amounts: Chairman of the Board, $30,000; Chair of each of the Audit Committee and the Compensation Committee, $24,000; and Chair of each of the Nominating and Governance Committee and the Technology Committee, $12,000. In addition, members of our Audit Committee and Compensation Committee (other than the Chair) received an additional annual retainer of $10,000. Pursuant to our Deferred Compensation Plan, our directors may elect to defer up to 100% of their retainers and attendance fees per year. Additional information regarding the Deferred Compensation Plan is described under “Executive Compensation — Nonqualified Deferred Compensation,”Compensation” below.

The following table sets forth certain information regarding compensation earned by our non-employee directors during the fiscal year ended May 2, 2015.April 28, 2018.

SECURITY OWNERSHIP

Five Percent Shareholders

The following table sets forth information regarding all persons known by Methode to be the beneficial owners of more than 5% of Methode’s common stock as of July 20, 2015 (except as set forth in the relevant footnotes).27, 2018.

Directors and Executive Officers

The following table sets forth information regarding our common stock beneficially owned as of July 20, 201527, 2018 by (i) each director and nominee, (ii) each of the named executive officers, and (iii) all current directors and executive officers as a group.

PROPOSAL ONE
ELECTION OF DIRECTORS

A Board of nine directors will be elected at the annual meeting. Each director will hold office until the next annual meeting of shareholders and until his or her successor is elected and qualified. All of the nominees listed below currently serve as directors. All of the 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 of these nomineesnominee is notunwilling or unable to serve as a candidate for election at the annual meeting,director, an event which our Board of Directors does not anticipate, shares represented by the proxies will be voted for a substitutethe election of another nominee recommended tonominated by our Board upon the recommendation of Directors by our Nominating and Governance Committee, and nominated by ouror the Board may reduce the number of Directors.directors to be elected at the Annual Meeting.

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

Martha Goldberg Aronson
Former Executive Vice President and President of Global Healthcare
Ecolab, Inc.
Director since 2016
Age 50

Ms. Goldberg Aronson served from 2012 to 2016 as Executive Vice President and President, Global Healthcare, at Ecolab, Inc., a specialty chemical company. From 2010 to 2012, Ms. Goldberg Aronson was President, North America at Hill-Rom Holdings, Inc., a global medical technology company. Prior to Hill-Rom, Ms. Goldberg Aronson spent 18 years at Medtronic, Inc., a medical technology provider, most recently serving as Senior Vice President and Chief Talent Officer. Ms. Goldberg Aronson is currently a member of the Board of Directors of Cardiovascular Systems, Inc., Conmed Corporation and Clinical Innovations, LLC. Ms. Goldberg Aronson also serves as Chair of the Board of Directors of the Guthrie Theater. Ms. Goldberg Aronson served as a director of Hutchinson Technology, Inc. from 2010 through 2016. Based on her extensive leadership experience and experience in the global health care markets, Ms. Goldberg Aronson has provided valuable insights to the Board.

Walter J. Aspatore, Chairman

Chairman Emeritus,

Amherst Partners, LLC

Director since 2008

Age 7275

Mr. Aspatore has served as Chairman Emeritus of Amherst Partners, LLC, a business consulting firm, since 2010. Prior thereto, Mr. Aspatore was Chairman of Amherst Partners from 1994 through 2010. Mr. Aspatore has served as Chairman of our Board since September, 2012. Prior to co-founding Amherst Partners, Mr. Aspatore served in various officer positions at diversified manufacturing and technology businesses, including Cross and Trecker Corporation, the Warner and Swasey Company, Bendix Corporation and TRW Corporation. He also served as Vice Chairman and President of Onset BIDCO, a venture capital and subordinated debt fund, from 1992 to 1994. Mr. Aspatore also serves as a director of Mackinac Financial Corporation, a bank holding company. Mr. Aspatore’s consulting experience and service at various consulting, manufacturing and technology businesses has resulted in continued contributions to the Board.

Warren L. Batts

Brian J. Cadwallader
Retired ChairmanVice President and Chief Executive Officer,

Tupperware Corporation

General Counsel
Johnson Controls, Inc.
Director since 2001

February, 2018
Age 8259

Mr. Batts is the retired Chairman and Chief Executive Officer of Tupperware Corporation, a diversified consumer products company. Mr. Batts is also the retired Chairman of Premark International, Inc., a diversified consumer products company, where he alsoCadwallader served as Chief Executive OfficerVice President, Corporate Secretary and General Counsel of Johnson Controls, Inc. from 1986 until 1996.October 2014 to December 2016. Prior thereto, Mr. Batts has taught as an Adjunct Professor of Strategic Management at the University of Chicago Graduate School of Business since 1998. Mr. Batts has served in the following key leadership positions: Chairman of the Board, Cook County Health & Hospital System; Life Director and Chairman, Lurie Children’s Hospital; Life Trustee, Art Institute of Chicago; Chairman, School of the Art Institute of Chicago; Life Trustee, Northwestern University; Director and Chairman, the National Association of Manufacturers; and Director, National Association of Corporate Directors. Mr. BattsCadwallader served as ChairmanVice President and Assistant General Counsel of our BoardJohnson Controls from 2004September 2011 to 2012.September 2014. Mr. Batts has used hisCadwallader served as Group Vice President and General Counsel of Johnson Controls’ Building Efficiency business from August 2010 to September 2011. Prior to joining Johnson Controls, Mr. Cadwallader served as Associate General Counsel at International Paper Company. Mr. Cadwallader’s legal background and corporate governance and M&A expertise significant leadership experience and vast business knowledgecontribute to make contributions while on the Board.

Dr. Darren M. Dawson

Leroy C. and Aileen H. Paslay Dean,

College of Engineering,

Kansas State University

Director since 2004

Age 5255

Dr. Dawson has served as the Dean of the College of Engineering of Kansas State University since July, 1, 2014. Prior thereto, Dr. Dawson served as a Professor in the Electrical and Computer Engineering Department at Clemson University, where he held various professor positions since 1990. His research interests include nonlinear control techniques for mechatronic systems, robotic manipulator systems and vision-based systems. Dr. Dawson’s work has been recognized by several awards, including the Clemson University Centennial Professorship in 2000. Dr. Dawson’s academic and technical background has provided the basis for continued contributions to the Board’s operations and deliberations.

Donald W. Duda

Chief Executive Officer and President,

Methode Electronics, Inc.

Director since 2001

Age 6063

Mr. Duda has served as our Chief Executive Officer since May 2004 and our President since 2001. Mr. Duda joined us in 2000 and served as our Vice President - Interconnect Products Group. Prior to joining Methode, Mr. Duda held several positions with Amphenol Corporation, a manufacturer of electronic connectors, most recently as General Manager of its Fiber Optic Products Division from 1988 through 1998. Mr. Duda continues to usehas used his executive background and unique understanding of Methode to contribute to the Board.

Stephen F. Gates

Special Counsel,

Mayer Brown LLP

Director since 2010

Age 69

Mr. Gates has served as Special Counsel at Mayer Brown LLP, a global law firm, since 2008. From 2003 through 2007, Mr. Gates served as Senior Vice President and General Counsel of ConocoPhillips, a large energy company and refiner. From 2002 through 2003, Mr. Gates was a Partner at Mayer Brown LLP, and from 2000 through 2002, Mr. Gates served as Senior Vice President and General Counsel of FMC Corporation, a diversified chemicals company. Mr. Gates’ legal background and corporate governance expertise have led to unique contributions to the Board.

Isabelle C. Goossen

Retired Vice President and Chief Financial Officer,

Chicago Symphony Orchestra Association

Director since 2004

Age 6366

Ms. Goossen has served as the Chief Financial Officer for the Chicago Symphony Orchestra Association sincefrom March, 2011.2011 thru March, 2017. Ms. Goossen has served as the Vice President for Finance and Administration for the Chicago Symphony Orchestra Association since 2001.from 2001 thru March, 2017. From 1986 through 1999, Ms. Goossen held several management positions with Premark International, Inc., a diversified consumer products company, most recently as Vice President and Treasurer from 1996 through 1999. Ms. Goossen also serves as a director of the Columbian Financial Group, the parent company of Columbian Mutual Life Insurance a New York domestic life insurance company, and its subsidiary Columbian Life Insurance Company, an Illinois domesticeach a life insurance company. In addition, Ms. Goossen is a trustee of Knox College and a director of the Cook County Health Foundation. Ms. Goossen has used her financial expertise and management background to make continued contributions to the Board.

Christopher J. Hornung, Vice Chairman

Co-Founder,

Sturbridge Capital

Director since 2004

Age 6366

Mr. Hornung co-founded Sturbridge Capital, an investment fund, in January 2011, and has2011. Mr. Hornung served as Chairman of Doskocil Manufacturing Company Inc., doing business as Petmate, a producer and distributor of pet products, since January 1, 2014.from 2010 to May, 2017. Prior thereto, Mr. Hornung served as Chief Executive Officer of Next Testing, Inc., a provider of comprehensive, sport-specific athletic testing programs, from January 2007 to November 2013. From February 2004 through December 2006, Mr. Hornung served as President of the Pacific Cycle Division of Dorel Industries, Inc., a global consumer products company. Prior to the acquisition of Pacific Cycle by Dorel Industries Inc., Mr. Hornung served as the Chairman and Chief Executive Officer of Pacific Cycle. Mr. Hornung is a recipient of the Ernst & YoungEY Entrepreneur of the Year Award and serves on an advisory board of the University of Wisconsin School of Business. His executive and entrepreneurial experience as well as his expertise regarding international sourcing and distribution has resulted in continued contributions to the Board.

Paul G. Shelton

Retired Vice President and Chief Financial Officer,

FleetPride, Inc.

Director since 2004

Age 6568

Mr. Shelton retired in 2003 as Vice President and Chief Financial Officer of FleetPride Inc., an independent heavy-duty truck parts distributor. From 1981 through 2001, Mr. Shelton served in various management positions at AMCOL International Corporation, a supplier of specialty minerals and chemicals, most recently as Senior Vice President from 1994 through 2001 and Chief Financial Officer from 1984 through 2001. Mr. Shelton serves on two private company boards and was a former member of the board of directors of AMCOL International Corporation and foursix private companies. Mr. Shelton has used his executive, financial and board experience to contribute to the operations and deliberations of the Board.

Lawrence B. Skatoff

Retired Executive Vice President and Chief Financial Officer,

BorgWarner Inc.

Director since 2004

Age 7578

Mr. Skatoff retired in 2001 as Executive Vice President and Chief Financial Officer of BorgWarner Inc., a manufacturer of highly engineered systems and components for the automotive industry. Prior to joining BorgWarner Inc., Mr. Skatoff was Senior Vice President and Chief Financial Officer of Premark International, Inc., a diversified consumer products company, from 1991 through 1999. Before joining Premark, Mr. Skatoff was Vice President-Finance of Monsanto Company, a worldwide manufacturer of chemicals and pharmaceuticals. Mr. Skatoff’s executive experience and financial background has led to continued contributions to the Board.

PROPOSAL TWO
RATIFICATION OF SELECTION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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 Ernst & YoungEY to serve as our independent registered public accounting firm for the fiscal year ending April 30, 2016,27, 2019, subject to ratification of the selection by our shareholders. Ernst & YoungEY has served as our independent registered public accounting firm for many years and is considered to be well qualified.

Representatives of Ernst & YoungEY will be present at the annual meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions.

If our shareholders do not ratify the selection of Ernst & Young,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 shareholders.

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

PROPOSAL THREE
advisorYADVISORY APPROVAL OF METHODE’S executive compensationEXECUTIVE COMPENSATION

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

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

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

Shareholders may vote for or against the following resolution, or may abstain from voting. The affirmative vote of a majority of the shares present or represented at the annual meeting and entitled to vote is required to approve the proposed resolution.

We ask our shareholders to approve the following resolution:

“RESOLVED, that the compensation of Methode’s named executive officers, as disclosed in Methode’s Proxy Statement for the 2015 Annual Meeting of Shareholders pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure, is hereby approved.”

Our Board of Directors recommends a voteOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” the approval of the THE APPROVAL OF THE FOREGOING RESOLUTION.

AUDIT COMMITTEE MATTERS

Report of the Audit Committee

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. In addition, ourOur Board has determined thatdesignated Mr. Aspatore, Ms. Goossen, Mr. Shelton and Mr. Skatoff is anas audit committee financial expertexperts 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, 2015April 28, 2018 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 Audit Committee reviewed and discussed with our independent registered public accounting firm, Ernst & Young LLP (“EY”), which is responsible for expressing an opinion on the conformity of the audited financial statements with U.S. generally accepted accounting principles, 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 Public Company Accounting Oversight Board (United States).

The Committee has received the written disclosures and the letter from Ernst & YoungEY required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young’sEY’s communications with the Committee concerning independence, and has discussed with Ernst & YoungEY the firm’s independence from management and Methode and considered the compatibility of nonaudit services with the firm’s independence.

Our Audit Committee discussed with our internal auditors and Ernst & YoungEY the overall scope and plans for their respective audits. Our Audit Committee met with the internal auditors and Ernst & Young,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 Ernst & YoungEY the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees -under the Public Company Accounting Oversight Board.

Board Auditing Standard No. 1301, Communications with Audit Committees (AS 1301). In reliance on the reviews and discussions referred to above, the Committee recommended to our Board of Directors (and our Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended May 2, 2015April 28, 2018 filed with the SEC.

Auditing and Related Fees

Our Audit Committee engaged Ernst & Young to examine our consolidated financial statements for the fiscal year ended May 2, 2015.April 28, 2018. Fees paid to Ernst & Young for services performed during the 20152018 and 20142017 fiscal years were as follows:

Pre-ApprovalPre-Approval Policy

Our Audit Committee is responsible for reviewing and pre-approving all audit and non-audit services provided by Ernst & Young and shall not engage Ernst & Young to perform non-audit services proscribed by law or regulation. In fiscal 2015,2018, 100% of audit and non-audit services were approved by the Audit Committee.

COMPENSATION DISCUSSION AND ANALYSIS

Overview

This Compensation Discussion and Analysis describes the key elements of our executive compensation program, including an analysis of compensation awarded to, earned by or paid to our named executive officers in fiscal 2015. For2018. Our fiscal 2015, our2018 named executive officers included Donald W. Duda, Chief Executive Officer; Douglas Koman,Ronald L.G. Tsoumas, Chief Financial Officer; Thomas Reynolds, Chief Operating Officer; Timothy Glandon, Vice President and General Manager, North American Automotive; and Joseph E. Khoury, Senior Vice President; Theodore P. Kill, Vice President, Worldwide Automotive Sales and General Manager, European Automotive.President of Dabir Surfaces; Andrea J. Barry, Chief Human Resources Officer; and John R. Hrudicka, our former Chief Financial Officer. In March, 2018, Mr. Hrudicka ceased to be employed by the Company, and Mr. Tsoumas was promoted to Chief Financial Officer. Mr. Kill retired from the Company on May 10, 2018.

Executive Summary

Our Compensation Committee strives to reward performance andprovide compensation programs that align our executives’ interests with those of our shareholders. Atshareholders and appropriately reward our 2014executives for performance against annual meeting, our shareholders approvedand multi-year objectives.

The key elements of our fiscal 2014 executive2018 compensation with approximately 98% of voted shares cast in favor of the say-on-pay resolution.

In fiscal 2011, our Compensation Committee adopted a five-year long-term incentive program which concluded as of the end of fiscal 2015. This program included performance-based restricted stock awards (“RSAs”), performance-based tandem cash awards (“Tandem Cash Awards”), restricted stock units (“RSUs”), and stock options. The vesting of performance-based RSAs and Tandem Cash Awards were based on the achievement of internal enterprise value hurdles at the end of fiscal 2015. Based on our performance,for our named executive officers earnedincluded the maximum amount of RSAs and Tandem Cash Awards. The time-based RSUs vested annually through fiscal 2015. Stock options were granted annually from fiscal 2011 through fiscal 2015. The options vest one-third upon each of the first, second and third anniversaries of the grant date. Details regarding these awards, including the threshold and target levels of performance under the RSA and Tandem Cash Awards, are described below under “Five-Year Long-Term Incentive Program Launched in Fiscal 2011.”

The following summarizes Methode’s performance and key accomplishments during fiscal years 2011 to 2015, which comprise the period included in the five-year long-term incentive program.

following:

Our Compensation Committee is currently considering adopting a new five-year long-term incentive program for our executive officers consisting of a mix of 65% performance-based restricted stock and 35% time-based restricted stock units. The Compensation Committee does not currently anticipate awarding stock options or tandem cash awards under the new program. Under the proposed program, the vesting of the performance-based restricted stock will be determined based on our fiscal 2020 EBITDA, subject to certain potential adjustments, as compared to a threshold, target and maximum performance goal. The Compensation Committee expects to adopt the new five-year long-term program in the second quarter of fiscal 2016. This description of the five-year long-term incentive program reflects the proposed terms of the program at this time, and these terms are subject to change at the discretion of the Compensation Committee. Following the adoption of the new program, Methode intends to file a Current Report on Form 8-K to report the material terms and conditions of the awards to our named executive officers.

In connection with setting fiscal 2015 compensation2018 salaries for our named executive officers, our Compensation Committee reviewed our peer group in March 2014, and our executive compensation program in June and July of 2014. After considering information provided by Frederic W. Cook & Co., Inc., the Compensation Committee’s independent executive compensation consultant, and certain other factors, the Compensation Committee made certain key decisions regarding fiscal 2015 executive compensation, as described below.

Our executive compensation program contains the following components and features that are designed to reflect compensation governance best practices and align the interests of our named executive officers with our shareholders’ interests. For example,

and shareholders.

In addition, a significant amount of each of our named executive officer’s compensation is variable compensation and “at risk” for non-payment if we fail or the executive fails to meet performance targets. Consistent with our pay-for-performance philosophy, approximately 67% of our Chief Executive Officer’s fiscal 2015 compensation is composed of performance-based compensation, consisting of RSAs, Tandem Cash Awards, stock options and an annual cash bonus.*

The following charts illustrate the components of fiscal 2015 compensation for our Chief Executive Officer and for our other named executive officers.*

We encourage you to read this Compensation Discussion and Analysis for a detailed discussion and analysis of our executive compensation program.

Objectives and Measurement Principles

Our executive compensation program supports our objective of enhancing shareholder value through a competitive program that attracts and retains high-quality talent and rewards executives for demonstrating strong leadership and delivering results. Our executive compensation program is designed to:

Our Compensation Process

Our Overall Process.Our Compensation Committee is comprised entirely of independent directors and meets as often as necessary to perform its duties. In fiscal 2015,2018, our Compensation Committee met seven times. Our Compensation Committee typically meets with Donald W. Duda, our Chief Executive Officer, and, where appropriate, Douglas Koman, Chief Financial Officer.

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

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

Role of Compensation Consultant. In DecemberSince 2013, our Compensation Committee engaged Frederic W. Cook & Co., Inc. (“FWC”FW Cook”), an has provided independent executive compensation consulting firm,services to provide compensation consulting services.the Compensation Committee. FW Cook is retained by and reports to the Compensation Committee. During fiscal 2015, FWC conducted2018, FW Cook provided the following services:

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

Consideration of 20142017 Say-on-Pay Vote Results. At our 20142017 annual meeting, our shareholders approved our fiscal 20142017 executive compensation, with approximately 98%94% of voted shares cast in favor of the say-on-pay resolution. Our Compensation Committee considered the results of the 20142017 say-on-pay vote along with other factors when making executive compensation decisions.

Risk Assessment. The Compensation Committee, together with the Chief Executive Officer, annually considers potential risks when reviewing our compensation programs for all employees, including our executive officers. Based on this assessment, the Compensation Committee concluded that our fiscal 2018 compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. In lightmaking this determination, the Compensation Committee reviewed the key features of our compensation programs and policies, including the following:

Market Benchmarking and Positioning of Fiscal 20152018 Executive Compensation

We strive to provide compensation opportunities that are market competitive. In order to assist the Compensation Committee achievein achieving this objective for fiscal 2015, FWC2018, FW Cook was retained to conduct a review of our executive compensation peer group and benchmark our executive compensation program using a custom peer group and third-party survey data. The Compensation Committee considers this benchmarking information in reviewing each element of our compensation program.

After considering the advice of FWC,FW Cook, the Compensation Committee adoptedapproved using the fiscal 2017 peer group for fiscal 2018, subject to a few modifications. One former peer company, Multi-Fineline Electronix, Inc., was eliminated since it had been acquired. One new peer group to be used in executive compensation benchmarkingcompany, Kemet Corporation, was added. Kemet Corporation satisfies the Compensation Committee’s criteria for fiscal 2015. Thisthe peer group consisted of 15 companies, 8 of which were included in our fiscal 2014 peer group of 14 companies. The peer group was changed in light of the Company’s significant growth over the prior two years.

as summarized below.

The peer group used for benchmarking purposes in fiscal 20152018 was selected using the following criteria:

In assessing the financial performance of these peer companies with revenue one- half to two times our Compensation Committee considered a number of factors, including revenue, net income, return on equityannual revenue.

competitive practice, which aligned with the Company’s relative positioning in terms of revenues, net income and market capitalization versus its peer group. In setting salaries and other compensation for executive officers, the Compensation Committee considered this target range, together with other relevant factors, including the individual performance and experience of each executive, retention issues, internal pay equity issues, the Company’s performance and expected future contributions of each executive. In making benchmarking determinations for fiscal 2015

2018 compensation, the Compensation Committee assumed that each executive would achieve the target level of performance under all performance-based awards. In addition, in valuing the fiscal 2011 RSA and RSU awards outstanding under the LTI Program, the Compensation Committee reviewedassumed each executive would achieve the purposetarget level of performance under the RSAs and structureincluded an annualized portion of these shares in the comparative calculations since the LTI Program is intended to cover all long-term incentive grants to the participants through fiscal 2020. One-fifth of the five-year equity award program and decided it was appropriate to include one-fifth of thegrant date fair value of these shares in these comparative calculationsis included for each of fiscal 2011, 2012, 2013, 2014executive officer, except one-fourth for Mr. Hrudicka and 2015.

one-third for Ms. Barry due to their mid-cycle hiring dates.

In setting each compensation component for each namedour executive officer, ourofficers, the Compensation Committee also reviews historical compensation levels,considered the competitive market data, together with other relevant factors, including the individual performance and experience of each executive, retention issues, internal pay equity and consistency factors,issues, the Company’s performance, expected future contributions of each executive, historical compensation levels, tenure and industry conditions. These and other factors may affect whether total directone or more of the compensation components for eachany of our named executive officers falls withinis set outside of the benchmark range. In addition, the total direct compensation, annual cash bonus and long-term incentive compensation for one or more of our named executive officers could be above or below thethis target range depending on the amounts earned under the performance-based awards.

Consistent with our pay-for-performance philosophy, our executive compensation program is generally structured so that a significant amount of each of our named executive officers’ compensation is variable compensation and “at risk” for non-payment if we fail, or the executive fails, to meet performance targets.

ElementsComponents of Fiscal 20152018 Compensation

Base Salary. Our Compensation Committee establishes base salaries on an annual basis, taking into account the guideline benchmark target, levels of responsibility, prior experience and breadth of knowledge, potential for advancement, recent promotions and hirings, past performance, internal equity issues and external pay practices. During the process to considerIn setting fiscal 20152018 salary levels, the Compensation Committee noted the significant increase in the Company’s revenues from fiscal 2013 to fiscal 2014, discussed retention issues, reviewed advice from its compensation consultantFW Cook regarding market practices and considered Mr. Duda’s recommendations (forfor officers other than himself). The Compensation Committee analyzed the appropriate guideline benchmark target to be used for salaries as compared to companies in the peer group and comparable companies within the applicable surveys.

himself.

After review,deliberation, the Compensation Committee decided to expandincrease the benchmark guideline target for salaries from approximatelysalary of each of Messrs. Duda, Hrudicka, Kill and Tsoumas by 3% and to increase Mr. Khoury’s salary by 12%. In addition to the 50th percentile to between the 50th and the 75th percentile of competitive practice which aligned with the Company’s positioning in terms of revenues, net income and market capitalization versus its benchmark peer group. After deliberation, and in light of the Company’s strong fiscal 2014 performance,factors listed above, the Compensation Committee considered Mr. Khoury’s increased Mr. Duda’s salary for fiscal 2015 by 3.5%. Upon the recommendation of Mr. Duda and after deliberation, theresponsibilities in setting his salary. The Compensation Committee increased the fiscal 2015 salaries ofset Ms. Barry’s salary at $275,000 in connection with her hiring as our other named executive officers as follows: Mr. Koman, 9.2%, Mr. Reynolds, 11.8%, Mr. Glandon, 9.3%; and Mr. Khoury, 16.2%.Chief Human Resources Officer.

Annual Performance-Based Bonuses. In July 2014,2017, our Compensation Committee established fiscal 20152018 annual performance-based cash bonus awards for all executive officers. In general for fiscal 2015, we targeted annual bonus opportunities for certain of our named executive officers inafter considering the 50th to 75th percentile range among companies in our peer groupguideline benchmark target, the individual performance and comparable companies within the applicable compensation surveys.experience of each executive, retention issues, internal pay equity and industry conditions. The Compensation Committee reviewed advice from FW Cook regarding market practices and considered Mr. Duda’s recommendations for officers other than himself. In setting the performance measures, our Compensation Committee considered, among other matters, past performance, the fiscal 20152018 operating budget, product development matters and general economic conditions and Methode’s strategic plan. After considering the benchmarking information provided by FWC, theconditions. The Compensation Committee determined that for all of our executive officers other than Mr. Kill, 70% of the annual performance-based cashtarget bonus would continue to be based on a Company pre-tax income measure (as adjusted for certain compensation expenses, acquisitions and related expenses and divestitures and related gains/losses and expenses). and 30% would be based on new business bookings or revenue objectives and/or individual objectives. For Mr. Kill, 100% of the target bonus was based on performance measures related to our Dabir Surface medical device products. The Compensation Committee increased the maximum amount payable with respect to the Company pre-tax income measure from 150% toand Dabir Surface revenue measure was set at 200% of the amount payable at the target level of performance, which aligns the opportunity with competitive practice among the peer group.

Set forth below is an outline of the annual performance-based cash bonus awards for fiscal 20152018 performance, including the maximum bonus, the relevant performance measures and the bonus paid.

Deferred Compensation Plan on behalf of any of the named executive officers. For a description of the Deferred Compensation Plan, please see “Executive Compensation — Nonqualified Deferred Compensation,” below. In addition, a few perquisites are provided to the named executive officers. Perquisites include a company car allowance, professional association dues and provision for an annual physical exam.

Mr. Hrudicka was paid $50,000 as a relocation bonus.

Change of Control PaymentsArrangements. We have entered into change of control agreements with all of our named executive officers, other than Mr. Khoury, that provide certain benefits upon termination in connection with a change of control event. As a Lebanese resident, Mr. Khoury is entitled to certain payments in the event of his termination under the Lebanese Labor Laws. These change of control agreements are designed to promote stability and continuity of senior management if a change of control event were to occur, both of which are in the best interest of Methode and our shareholders. Effective May 1, 2015, ourOur executives are not entitled to a gross-up payment for excise taxes under our change of control agreements. In addition, our change of control agreements are “double trigger” whereby the executives are only entitled to a severance payment if an executive is terminated without cause or an executive terminates for good reason subsequent to a change of control. Our change of control provisions for the named executive officers are summarized below under “Executive Compensation − Potential Payments Upon Termination or Change of Control.”

Five-YearFiscal 2016 to 2020 Long-Term Incentive Program Launched in Fiscal 2011

InDuring fiscal 2011,2016, our Compensation Committee adopted a five-year, long-term incentive program composedconsisting of a mix of 60% performance-based RSAs, annual stock option awards,at target performance, and 40% time-based RSUs (the “LTI Program”). Mr. Hrudicka and Ms. Barry received awards under the LTI Program in fiscal 2017 and 2018, respectively. The number of RSAs earned will vary based on performance relative to established goals for threshold, target and maximum performance. Performance will be based on the Company’s earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) for fiscal 2020, subject to certain adjustments, including adjustments for certain acquisitions and divestitures. The RSUs are subject to a Tandem Cash Award.vesting period based on continued service, subject to acceleration in certain limited circumstances. The Compensation Committee developedintends for the LTI Program to cover all long-term equity incentive grants to the participants through fiscal 2020.

A key consideration of the Compensation Committee in developing the LTI Program was the success of the prior five-year, long-term incentive program which concluded as of the end of fiscal 2015 (the “Fiscal 2011 LTI Program”). The Fiscal 2011 LTI Program included performance-based RSAs, performance-based tandem cash awards, RSUs and stock options. During the five-year period of the Fiscal 2011 LTI Program, revenues grew at an annualized rate of 18.5%, which supported annualized pre-tax profit growth and diluted earnings per share growth of 73.0% and 47.5%, respectively. In addition, we realized strong annualized total shareholder return of 34.0% during the period. During this period, our industry-leading performance reflected the introduction of numerous new products and technologies, the benefits of selective licensing and other business arrangements, the expansion of lower-cost manufacturing facilities and further vertical integration The Compensation Committee concluded that the Fiscal 2011 LTI Program succeeded in focusing our executive officers on growing the Company and appropriately rewarded our executive officers for creating value for our shareholders.

The Compensation Committee intends for the LTI Program to continue creating value for our shareholders using a long-term program in conjunctionthat aligns pay with managements’ adoptionperformance and includes a strong retention feature. In structuring the LTI Program, the Compensation Committee considered the advice of a five-year strategic plan aimed at increasing salesFW Cook, its independent executive compensation consultant, regarding market practices, award mix and profitability.size, possible performance criteria and alternative program structures. The Compensation Committee also considered Mr. Duda’s recommendations for officers other than himself.

The Compensation Committee considered multiple approaches for the LTI program, including the use of annual grants and alternative performance periods. After careful review, the Compensation Committee determined that a longer term plan wasthe five-year program is appropriate due toafter considering the success of the Fiscal 2011 LTI Program discussed above, as well as the lengthy sales and product development cycles and significant upfront capital requirements for many of the products to be developed pursuant to the strategic plan.Company’s products. The Compensation Committee concludedbelieves the term will focus our executive officers on the Company’s long-term objectives and retain our top executive talent over the period.

The LTI Program is comprised entirely of equity awards in order to directly align the interests of our executive officers with those of our shareholders. The Compensation Committee believes that the award mix of 60% performance-based RSAs, Tandem Cash Awards, annual stock option awards and time-based RSUs would reward long-termat target performance, and encourage retention.40% time-vested RSUs supports the Company’s operating performance and retention objectives, respectively. Unlike the Fiscal 2011 LTI Program, stock options and

performance-based tandem cash awards are not components of the LTI Program, in part due to accounting considerations, including the high costs of stock options relative to historical grants.

The Compensation Committee applied adjusted EBITDA as the RSA performance metric because it is one of the primary operating metrics tracked by the Company and its shareholders. The adjusted EBITDA performance goals set forth below align with the Company’s targeted 9% to 10% annual growth rate for EBITDA for the period. The adjustments to EBITDA for acquisitions and divestitures are designed to mitigate unintended windfalls to management for certain acquisitions and also to safeguard management from unintended penalties for shareholder-friendly divestitures that negatively impact the fiscal 2020 performance results.

In valuing the fiscal 2011 RSA and RSU awards for benchmarking purposes,general, the Compensation Committee reviewedtargeted the purposeLTI Program awards in the 50^th to 75^th percentile range of competitive practice, which aligned with the Company’s relative positioning in terms of revenues, net income and structuremarket capitalization versus its peer group. In making these benchmarking determinations, the Compensation Committee assumed that each executive would achieve the target level of performance under the five-year long-term incentive programRSAs and decided it was appropriate to includeincluded one-fifth of the grant date fair value of these shares for this purpose.in these comparative calculations. For Mr. Hrudicka and Ms. Barry, one-fourth and one-third, respectively, of the grant date fair value of these shares was included due to their mid-cycle hiring date. In structuringdetermining the five-year long-term incentive program,size of the award to each of our executive officers, the Compensation Committee targeted annualizedalso considered other relevant factors, including the individual performance and experience of each executive, internal pay equity awards for ourand consistency issues, expected future contributions of each executive, historical compensation levels and tenure.

The table below sets forth the number of target RSAs and RSUs awarded to the named executive officers near(“Target Shares”). All of the 75th percentile among companies inRSAs and RSUs awarded to Mr. Hrudicka were forfeited upon the peer group and comparable companies within the applicable compensation surveys and databases.date of his termination of employment.

Set forth below is a table and discussion outlining the fiscal 2011 awards: 

Performance-Based RSAs. The number of RSAs that vest dependsearned will vary based on Methode’sinternal enterprise value atperformance relative to established goals for threshold performance, target performance and maximum performance. The executive will not earn any shares if threshold performance is not met. Performance will be based on the end ofCompany’s EBITDA for fiscal 2015 (“2015 IEV”). For this purpose, 2015 IEV equals the product of (i) fiscal 2015 EBITDA and (ii) 7.5 (the historic multiple of EBITDA),2020, subject to adjustment for cash, short-term investments, debt, preferred stock, certain equity issuances, certainadjustments. All positive EBITDA from acquisitions that close during the term of the program and changesthat are not accretive (as defined in the dividend rate.respective award agreement) in fiscal 2020 will be excluded. All positive EBITDA from acquisitions that close during fiscal 2019 or fiscal 2020 that are accretive in fiscal 2020 shall be included for purposes of determining fiscal 2020 EBITDA up to the target level and shall be excluded for purposes of determining fiscal 2020 EBITDA above the target level. For any divestitures approved by the Board during the period, the final four quarters of EBITDA from the divested business will be included in fiscal 2020 EBITDA. The Compensation Committee selected IEV in order to focus management on improving operating performance. The awards reflect a threshold 2015 IEV of $429.9 million (the “Threshold”)performance measures and a target 2015 IEV of $600.9 million (the “Target”). The following chart sets forth the portioncorresponding percentages of the RSAs that will vest based on 2015 IEV.target shares earned are set forth below.

Performance Measure	Fiscal 2020 Adjusted EBITDA	Percentage of Target RSAs Earned*
2015 IEV Threshold Performance	$198.9 million	Portion of RSAs That Will Vest	50	%
Less Than or Equal to Threshold Target Performance	$221.0 million	None	100	%
Between Threshold and Target Maximum Performance	$243.1 million	Fraction equal to:
Greater Than or Equal to Target 150		All %

In structuring these RSAs, the Compensation Committee recognized that many of Methode’s products require design-in and have long lead times before related sales and profits are realized (frequently as long as 3-5 years). The Compensation Committee established the performance hurdles for these RSAs based on its review of management’s five-year projections. For each executive, the RSAs granted represent approximately 40% of the shares that would have been awarded over a five-year period based on historical practices.

Our 2015 IEV of $1.25 billion exceeded the Target and, therefore, one-hundred percent of the RSAs vested.

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

In connection with the grantevent of an executive’s death or disability, he or she will earn all of the fiscal 2011 RSAs,Target Shares. In the Compensation Committee granted Tandem Cash Awardsevent of an executive’s qualified retirement, the executive will be eligible to our management team. The amount payable dependsearn a prorated number of shares based on three factors: (i) 2015 IEV; (ii) the number of months during the 60-month performance period that have elapsed prior to retirement and Methode’s actual fiscal 2020 adjusted EBITDA result. In the event of a change of control in which the successor company does not assume the RSAs, earned by the executive (the “RSA Number”); and (iii)will earn a prorated number of the closing price of our common stock as of May 1, 2015 (the “Stock Price”). The performance threshold is 2015 IEV of $600.9 million (the “Tandem Cash Threshold”) and the performance target is 2015 IEV of $726.5 million (the “Tandem Cash Target”).

The following chart sets forth the amounts payableTarget Shares based on 2015 IEV. 

2015 IEV		Amount of Tandem Cash Awards Payable
Less Than or Equal to Tandem Cash Threshold		None
Between Tandem Cash Threshold and Tandem Cash Target		0.4 x RSA Number x Stock Price x
Greater Than or Equal to Tandem Cash Target		0.4 x RSA Number x Stock Price

Our 2015 IEVthe number of $1.25 billion exceededmonths during the Tandem Cash60-month performance period that have elapsed prior to the change of control. If the successor company assumes the RSAs and, if the executive is terminated without cause or resigns for good reason within a period of time after the transaction (two years for Mr. Duda and one year for Messrs. Khoury, Kill and Tsoumas and Ms. Barry), then the executive will earn a prorated number of the Target and, therefore, allShares based on the number of our executive officers were entitledmonths during the 60-month performance period that have elapsed prior to a payment equal to 0.4 x their respective RSA Number xtermination of employment. The Compensation Committee believes these provisions regarding the Stock Pricetreatment of $43.59. The amount paid to each of our named executive officers under the Tandem Cash Awards is disclosed belowRSAs in the Summary Compensation Table in the column titled “Non-Equity Incentive Plan Compensation – Tandem Cash.”

event of death, disability, retirement or a change of control reflect fair and reasonable treatment under these scenarios based on current governance best practices and competitive standards.

Time-Based RSUs. The RSUs are subject to a vesting period based on continued service, with 30% vested 20% each year onat the last dayend of Methode’s fiscal year2018, 30% vesting at the end of fiscal 2019, and became 100% vested on May 2, 2015. In order to best align40% vesting at the interestsend of management with our shareholders, sharesfiscal 2020. Following vesting, the delivery of commonthe stock underlying the RSUs will not be delivered to thedeferred for all executive officers other than Ms. Barry until the earlier of the executive’s termination of employment or a change of control of Methode, and the executive iscontrol. Dividend equivalents will not permitted to dispose of these RSUs prior to such event. Dividends were notbe paid on the RSUs until the units have vested. Following vesting and until the delivery of the underlying common stock, each executive iswill be entitled to a quarterly payment in an amount equal to the aggregate per share cash dividend paid during the quarter multiplied by the number of vested RSUs held by the executive. For each executive, these

In the event of an executive’s death or disability, all unvested RSUs represent approximately 20%will become immediately and fully vested. In the event of the shares that would have been awarded overan executive’s qualified retirement, a five-year periodprorated number of RSUs will vest based on historical practices.

Annual Stock Options. Stock options were granted annually from fiscal 2011 through fiscal 2015. The same number of options were grantedthe months during the 60-month vesting period that have elapsed prior to each named executive officer in fiscal 2015 as in each of fiscal 2011, 2012, 2013 and 2014. These options vest one-third upon each of the first, second and third anniversaries of the grant date. For each executive, the aggregate number of options awarded from fiscal 2011 through fiscal 2015 represents approximately 40% of the shares that would have been awarded over a five-year period based on historical practices.retirement. In the event of a change of control in which the successor company does not assume the RSUs, all unvested stock optionsRSUs will become immediately and fully vested.

Five-Year Long-Term Incentive Program Expected to Be Launched in Fiscal 2016

Our Compensation Committee If the successor company assumes the RSUs and, if the executive is currently considering adoptingterminated without cause or resigns for good reason within a new five-year long-term incentive programperiod of time after the transaction (two years for our executive officers consisting of a mix of 65% performance-based restricted stockMr. Duda and 35% time-based restricted stock units.one year for Messrs. Khoury, Kill and Tsoumas and Ms. Barry), then all unvested RSUs will become immediately and fully vested. The Compensation Committee does not currently anticipate awarding stock options or tandem cash awards underbelieves these provisions regarding the new program. Under the proposed program, the vestingtreatment of the performance-based restricted stock will be determinedRSUs in the event of death, disability, retirement or a change of control reflect fair and reasonable treatment under these scenarios based on current governance best practices and competitive standards.

Recent Management Changes

In March 2018, Mr. Hrudicka ceased to be employed by the Company, and Mr. Tsoumas was promoted to Chief Financial Officer. Mr. Kill retired from the Company in May, 2018.

Salary for Mr. Tsoumas. In June 2018, our fiscal 2020 EBITDA, subject to certain potential adjustments, as compared to a threshold, target and maximum performance goal.Compensation Committee reviewed Mr. Tsoumas’ compensation. The Compensation Committee expectsdiscussed Mr. Tsoumas’ promotion and increased responsibilities, reviewed advice from its independent compensation consultant and considered Mr. Duda’s recommendation. The Compensation Committee also considered other relevant factors, including Mr. Tsoumas’ performance, skills and experience, internal pay equity issues and peer comparisons. Based on these factors, the Compensation Committee increased Mr. Tsoumas’ annual salary to adopt$400,000.

Agreement with Mr. Hrudicka. Pursuant to an Agreement and General Release between the new five-year long-term programCompany and Mr. Hrudicka, he is entitled to certain compensation in return for a release of claims and an eighteen-month non-compete covenant. Mr. Hrudicka will be paid his annual salary of $464,000 for eighteen months, in accordance with the second quarterCompany’s regular payroll practices, and $50,000 in connection with his relocation from Quincy, Illinois. Mr. Hrudicka is also entitled to continuing coverage under the Company’s health plan through September, 2019.

Retirement of fiscal 2016. This description ofMr. Kill. Under the five-year long-term incentive program reflects the proposed terms of the programour LTI Program, 37,000 of Mr. Kill’s RSUs vested upon his retirement and he is eligible to earn 55,500 of his RSA shares at this time,target fiscal 2020 performance and these terms are83,250 of his RSA shares at maximum performance. The Company and Mr. Kill entered into a Consulting Agreement with a one-year term, subject to change at the discretion of the Compensation Committee. Following the adoption of the new program, Methode intends to file a Current Report on Form 8-K to report the material terms and conditions of the awards to our executive officers.early termination.

Significant Policies and Procedures

Stock Ownership Policy. Our Compensation Committee considers stock ownership by management to be an important means of linking management’s interests with those of our shareholders. After considering the importance

of stock ownership, our Compensation Committee maintains stock ownership guidelines for our executive officers. The amount of stock required to be owned increases with the level of responsibility. The requirements are subject to a phase-in period in the event of a new hire or a promotion. Our Chief Executive Officer is expected to own stock with a value at least equal to six (6) times his base salary and our Chief Financial Officer and Chief Operating Officer are expected to own stock with a value at least equal to three (3) times their base salary. Allall other executive officers are expected to own stock with a value at least equal to two (2) times their base salary. Vested RSAs and vestedunvested time-based RSUs are included in the calculation of stock ownership for purposes of these guidelines. The value of each executive officer’s common stock holdings is determined as of the end of each fiscal year based on the average daily closing price of Methode’s common stock for such fiscal year.Allyear. All of our named executive officers were in compliance with our stock ownership guidelines for fiscal 2015.2018.

Insider Trading Policy. 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.

Policy With Respect to Deductibility of Compensation. Internal Revenue Code Section 162(m) generally limits the deductibility of the Code generally denies corporate tax deductions for annual compensation exceedingin excess of $1 million paid to certain employees (generallyour named executive officers. Under the chief executive officertax rules in effect before 2018, compensation that qualified as “performance-based” was deductible without regard to this $1 million limit. In prior years, the awards of options, performance-based RSAs, and the three other most highly compensatedannual performance-based cash bonuses to our named executive officers were structured in order to qualify for this performance-based compensation exception. However, the 2017 Tax Cuts and Jobs Act (the “Tax Act”), eliminated this performance-based compensation exception effective January 1, 2018, subject to a special rule that “grandfathers” certain prior awards. As a result, compensation that the Compensation Committee structured in 2017 and prior years with the intent of a public company, but excluding the chief financial officer), unless that compensation qualifiesqualifying as performance-based compensation or otherwise being deductible under a shareholder approved planSection 162(m) that is paid on or after January 1, 2018 may not be fully deductible, depending on the application of the special grandfather rules. Moreover, from and meets certain other technical requirements. While it isafter January 1, 2018, compensation awarded in excess of $1 million to our named executive officers generally will not be deductible. Going forward, the general intention of our Compensation Committee will continue to maximize deductibility, our Compensation Committee seeksretain the flexibility to make decisionsdesign compensation programs that are in the best interestlong-term interests of Methodethe Company and itsour shareholders even if those decisions do not result in full deductibility under Section 162(m). Our Compensation Committee and Mr. Duda have worked together to diminish the amountafter taking into account a variety of non-deductible compensation paid to Mr. Duda. As part of this process, Mr. Duda agreed to defer significant amounts of compensation through fiscal 2015 and beyond.

factors, including deductibility.

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

Practices Regarding Grants of Equity Awards. Historically, our broad-based equity grantsyears that were generally made at a scheduled meeting of our Compensation Committee occurring during the first quarter of our fiscal year. Our Compensation Committee may choose to make grants of equity awards outside the annual broad-based grant, including in the case of newly hired employees, promotions or other circumstances. Under our 2014 Omnibus Incentive Plan, stock options may not be granted with an exercise price less than the fair market value of the underlying common stock on the date of grant and the term cannot exceed ten years. As previously disclosed, the Compensation Committee currently anticipates adopting a new five-year long-term incentive program for our executive officers in the second quarter of fiscal 2016.

erroneously paid.

COMPENSATION COMMITTEE REPORT

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.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain summary information regarding the compensation awarded to, earned by or paid by us to, or for the account of, our Chief Executive Officer, our Chief Financial Officer, our former Chief Financial Officer and our three other most highly compensated executive officers (the “named executive officers”) for the fivethree fiscal years ended May 2, 2015. April 28, 2018.

For Mr. Hrudicka, also includes $50,000 paid in connection with the sale of his house as a result of his move to Chicago, Illinois and $107,783.66 paid pursuant to the Agreement described in footnote (6) below.

Grants of Plan-Based Awards

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, 2015. April 28, 2018.