Brian J. Cadwallader
About Brian J. Cadwallader
Independent director at Methode Electronics (MEI) since 2018; age 66. He is Chair of the Nominating & Governance Committee and a member of the Compensation Committee. Background: former Vice President, Corporate Secretary and General Counsel at Johnson Controls (2014–2016), previously VP & Assistant General Counsel (2011–2014), Group VP & General Counsel, Building Efficiency (2010–2011); prior Associate General Counsel & Assistant Secretary at International Paper. Areas of expertise include corporate governance, M&A, executive compensation, technology/innovation, cybersecurity/IT systems, and industry experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johnson Controls, Inc. | Vice President, Corporate Secretary and General Counsel | 2014–2016 | Led corporate governance, international legal/regulatory affairs; executive compensation and M&A expertise |
| Johnson Controls, Inc. | Vice President and Assistant General Counsel | 2011–2014 | International legal and regulatory affairs responsibility |
| Johnson Controls – Building Efficiency | Group Vice President and General Counsel | 2010–2011 | Business unit general counsel |
| International Paper Company | Associate General Counsel and Assistant Secretary | Prior to 2010 | International legal and regulatory affairs responsibility |
External Roles
- No additional public company directorships are listed for Mr. Cadwallader in MEI’s proxy biography.
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Compensation Committee. The Nominating & Governance Committee oversees director nominations, board committee assignments, director compensation, ERM oversight, succession planning, governance guidelines, CEO performance evaluation (independent directors), and annual board/committee assessments. The Compensation Committee oversees executive pay, approves CEO and officer goals/incentives, equity grants, HCM strategy, consultant independence, and comp risk.
- Independence: The Board determined all directors except the CEO are independent under SEC/NYSE standards; all members of the Audit, Compensation, and Nominating & Governance Committees meet applicable independence standards.
- Attendance and engagement: The Board met 10 times in fiscal 2025; no director attended less than 75% of Board and committee meetings on which they served. Independent directors hold regular executive sessions; the independent Chairman presides.
- Board structure: The Board reduced its size to seven directors as of the 2025 Annual Meeting; MEI maintains an independent Chair (Mark D. Schwabero).
- Skills and expertise (skills matrix highlights for Cadwallader): Leadership/Strategy; M&A; Cybersecurity/IT systems; Technology/Innovation; Industry Experience.
Fixed Compensation
- Non-employee director pay program (FY2025): $80,000 annual cash retainer; additional cash retainers—Chairman $95,000; Audit Chair $24,000; Compensation Chair $24,000; Nominating & Governance Chair $20,000; $1,500 per committee/special board meeting; annual stock grant valued at $140,000 (immediate vesting).
| Cadwallader Director Compensation | FY2024 | FY2025 |
|---|---|---|
| Cash fees | $148,000 | $125,500 |
| Stock awards (grant-date fair value) | $140,019 | $140,000 |
| Total | $288,019 | $265,500 |
- Program changes: FY2024 increased Chairman retainer ($80k→$95k) and Nominating & Governance Chair retainer ($12k→$20k), plus a temporary $12k special cash retainer tied to CEO recruitment; FY2025 program otherwise unchanged.
Performance Compensation
- Directors receive an annual equity grant (immediately vested) but no performance-conditioned awards; no separate bonus metrics apply to directors.
Other Directorships & Interlocks
- None disclosed for Mr. Cadwallader in the MEI proxy; bio focuses on his prior executive legal roles at Johnson Controls and International Paper.
Expertise & Qualifications
- Legal/governance credentials with international regulatory experience, corporate governance, M&A, and executive compensation focus from Johnson Controls and International Paper.
- Board skills matrix flags Leadership/Strategy, M&A, Cybersecurity/IT Systems, Technology/Innovation, and Industry Experience.
Equity Ownership
| Ownership Detail (as of July 24, 2025) | Amount |
|---|---|
| Total beneficial ownership | 34,027 shares (includes indirect interests) |
| Phantom stock (Deferred Compensation Plan) | 27,227 shares |
| Shares held in trust with spouse (shared voting/investment power) | 6,800 shares |
| Percent of class | <1% |
- Ownership alignment: Directors must hold stock equal to ≥5x annual cash retainer within five years; all directors were in compliance for FY2025 (or subject to required retention until compliant). Hedging and pledging of company stock are prohibited.
- Deferrals: Non-employee directors may defer cash/equity into the Deferred Compensation Plan.
Governance Assessment
- Strengths:
- Independent director with governance/legal expertise chairing Nominating & Governance; committee oversees ERM, succession, governance guidelines, and board assessments.
- High engagement: no directors below 75% attendance; regular independent executive sessions; independent Chair structure.
- Strong pay governance: independent Compensation Committee with independent consultant (FW Cook); annual say-on-pay support strong (96% in 2024; 97% in 2023).
- Control environment: Audit Committee reports remediation of previously identified material weaknesses by FY2025.
- Clear alignment policies: robust director ownership guideline; prohibition on hedging/pledging; clawback policy in place (executive-focused but signals governance tone).
- Watch items:
- AlixPartners related-party engagement (interim CEO/CFO sourced via consulting firm) reviewed/approved by independent Board or Audit Committee; ~$9.8M expense recognized in FY2025. Not linked to Cadwallader personally, but noteworthy for oversight optics.
- Board resized to seven directors in 2025—monitor impact on committee workloads and independence balance.
Director Compensation Structure (Context and Trends)
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer | $80,000 | $80,000 |
| Chair retainers (Audit/Comp/N&G) | $24,000 / $24,000 / $20,000 | $24,000 / $24,000 / $20,000 |
| Chairman retainer | $95,000 | $95,000 |
| Meeting fees (committee/special board) | $1,500 | $1,500 |
| Annual stock grant (immediate vest) | $140,000 value | $140,000 value |
Implications: Cadwallader’s FY2025 total decreased vs. FY2024 mainly due to normalization of special retainers and meeting loads; equity remained constant, keeping mix balanced between cash and stock for alignment.
Say-on-Pay & Shareholder Feedback
| Measure | 2023 | 2024 |
|---|---|---|
| Say-on-Pay approval (%) | 97% | 96% |
- Board reports active shareholder engagement on board oversight, compensation, and governance practices.
Related Party Transactions & Conflicts
- Policy: If applicable, Audit Committee or an independent Board body reviews related-person transactions and potential conflicts pursuant to charter and Code of Business Conduct.
- FY2025 disclosure: Engagement of AlixPartners for consulting and interim leadership services (fees ~$9.8M) approved by independent directors/Audit Committee; terms evaluated for fairness. No Cadwallader-specific related-party transactions disclosed.
Additional Signals
- Executive sessions presided over by independent Chairman; independent chair structure viewed as enhancing oversight of management.
- Committee independence: all committee members meet SEC/NYSE independence standards.
RED FLAGS
- None specific to Mr. Cadwallader identified in MEI’s proxy: no disclosed related-party dealings, no hedging/pledging, independence affirmed, and attendance thresholds met. Continue to monitor consulting spend and any future 8‑K vote outcomes for director elections.