Bruce K. Crowther
About Bruce K. Crowther
Independent director at Methode Electronics since 2019; age 73. Former President and CEO of Northwest Community Healthcare (1992–2013) with prior COO experience (1989–1991) and past Chairman of the Illinois Hospital Association, bringing significant executive and board leadership. Currently chairs the Compensation Committee and serves on the Executive Committee by virtue of committee chair status; the Board has determined he is independent under NYSE/SEC standards. Tenure marked by strong engagement (no director <75% attendance in FY2025) and a skills profile emphasizing leadership, public company board service, and industry experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwest Community Healthcare | President & CEO | 1992–2013 | Led regional health system; executive leadership experience |
| Northwest Community Healthcare | EVP & COO | 1989–1991 | Operational leadership prior to CEO appointment |
| Illinois Hospital Association | Chairman (past) | Not disclosed | Statewide industry governance and advocacy leadership |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| NeoGenomics, Inc. | Director | 2015–2024 | Various committees (not specified) |
| Wintrust Financial Corporation | Director | 1998–2022 | Various committees (not specified) |
Board Governance
- Independence: Board determined all directors except the CEO are independent; all members of Audit, Compensation, and Nominating & Governance committees meet independence standards. Crowther is independent and eligible for committee service .
- Committee leadership: Chairs the Compensation Committee; member of the Executive Committee (composed of the Board Chair and the three standing committee chairs); Executive Committee did not meet in FY2025 .
- Committee activity: Compensation Committee held 7 meetings in FY2025; Board held 10 meetings with no director below 75% attendance; independent directors hold regular executive sessions .
- Skills: Identified strengths include Leadership & Strategy, Industry Experience, and Public Company Board Service; financial expert designation not assigned to Crowther (assigned to other Audit Committee members) .
- Engagement: All directors except Mr. Pantaleo attended the 2024 annual meeting; all nominees expected to attend 2025 annual meeting .
- Board structure: Independent Chair (Mark D. Schwabero) and Board size reduced to seven to align with current needs .
Fixed Compensation
| Component | FY2025 Amounts/Terms |
|---|---|
| Annual Cash Retainer | $80,000 |
| Compensation Committee Chair Retainer | $24,000 |
| Meeting Fees (committee & special board) | $1,500 per meeting |
| Annual Stock Grant | Shares valued at $140,000; immediate vesting |
| FY2025 Actual for B.K. Crowther | Cash: $123,500; Stock Awards: $140,000; Total: $263,500 |
| Deferral | Directors may defer all/portion of cash or equity to Deferred Compensation Plan |
Performance Compensation
- Not applicable to directors; equity grants vest immediately without performance conditions for non-employee directors .
Other Directorships & Interlocks
| Company | Relationship to MEI | Potential Interlock/Conflict |
|---|---|---|
| NeoGenomics, Inc. (2015–2024) | Unrelated sector (cancer genetic testing) | None disclosed |
| Wintrust Financial Corporation (1998–2022) | Banking/financial services | None disclosed |
Nominating & Governance Committee reviews related-party transactions; none are disclosed for Crowther .
Expertise & Qualifications
- Leadership and Strategy; Industry Experience; Public Company Board Service .
- Extensive executive leadership (healthcare), prior chairmanship in industry association .
- Not designated an Audit Committee financial expert (others are) .
Equity Ownership
| Holder | Beneficial Ownership | Percent of Class |
|---|---|---|
| Bruce K. Crowther | 32,111 shares; held in a trust shared with spouse | * (<1%) |
- Ownership guidelines: Directors must hold at least 5× annual cash retainer; all directors in compliance or observing retention requirements .
- Alignment safeguards: Prohibition on hedging and pledging; directors must retain 100% of net shares upon vesting until guidelines met .
Governance Assessment
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Positives:
- Independent director chairing Compensation Committee; robust governance framework including independent Chair, regular executive sessions, and annual board/committee evaluations with outside counsel .
- Strong policy suite: stock ownership guidelines, clawback policy, prohibition on hedging/pledging, limits on overboarding, and independent compensation consultant (FW Cook) with no conflicts identified .
- Shareholder support: Say-on-pay approval ~96% in 2024 and 97% in 2023, indicating investor confidence in pay governance .
-
Watch items / potential red flags:
- Compensation discretion: FY2025 annual bonus outcomes for executives required post-year addbacks to move from below-threshold to a weighted payout at 76% of target; Committee also granted $25,000 individual performance modifiers to certain executives. While rationalized by transformation efforts and inherited issues, this indicates meaningful discretion that investors should monitor for consistency with pay-for-performance .
- Executive turnover: Multiple senior leadership changes in FY2025 (CEO/CFO transitions, interim leadership, retention awards, and sign-on packages). As Compensation Committee Chair, Crowther oversaw complex transitions—appropriate, but raises execution risk until stability is demonstrated .
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Net view: Crowther’s independence, committee leadership, and governance policies support board effectiveness. The Committee’s use of discretion in FY2025 warrants continued monitoring to ensure sustained alignment with performance and shareholder expectations .