Kerry A. Vyverberg
About Kerry A. Vyverberg
Kerry A. Vyverberg serves as General Counsel of Methode Electronics (MEI) since June 2022, after joining as Vice President, Legal Affairs in February 2021; prior to MEI, she was Of Counsel at Locke Lord LLP. She is 56 years old per FY2025 10-K executive officer disclosures . During FY2025, the company’s long-running 2021 LTI program tied to EBITDA underperformed—MEI’s FY2025 EBITDA came in below the threshold, resulting in forfeiture of performance-based equity for participants, including Vyverberg’s RSAs under that program . No TSR- or revenue-growth outcomes specific to Vyverberg’s pay programs were disclosed; recent LTI programs for newer executives incorporate TSR metrics, but Vyverberg remained under the 2021 LTI design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Methode Electronics, Inc. | General Counsel | Jun 2022–present | Executive legal leadership during CEO/CFO transitions and compensation program updates |
| Methode Electronics, Inc. | Vice President, Legal Affairs | Feb 2021–Jun 2022 | Established legal oversight and policies prior to elevation to GC |
| Locke Lord LLP | Of Counsel | Pre-2021 | Corporate/legal advisory background aligned with GC role |
External Roles
- No public company directorships or external board roles disclosed in company filings for Vyverberg .
Fixed Compensation
Multi-year summary compensation for Vyverberg (fiscal years):
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 370,000 | 425,500 | 443,911 |
| Bonus ($) | — | — | — |
| Stock Awards ($) | 464,684 (2021 LTI grant) | — | — |
| Non-Equity Incentive Plan Comp ($) | 146,520 | 168,498 | 249,102 |
| All Other Comp ($) | 12,247 | 2,513 | 18,087 |
| Total ($) | 993,452 | 596,512 | 711,100 |
- Current base salary in effect at end of FY2025: $447,000 .
Performance Compensation
Annual Bonus (examples of disclosed design and outcomes)
| Metric | Weighting | Target/Scale | Actual | Payout |
|---|---|---|---|---|
| Consolidated pre-tax income | Not disclosed | Threshold $104.0M; Target $130.0M; Max $156.0M; component payouts: $85,470 (thr), $170,940 (tgt), $341,880 (max) | Below threshold | $0 for this component |
| Individual objectives (Legal/ESG/Board support systems) | Not disclosed | One objective: $36,630 (threshold); Two+: $73,260 (target); All four: $146,520 (max) | Achieved all objectives | $146,520 (max) |
- FY2025 and FY2024 non-equity incentive payouts were $249,102 and $168,498, respectively (see Fixed Compensation table) .
Long-Term Incentives (2021 LTI Program participation)
| Grant/Instrument | Grant Date | Shares/Units | Grant Date Fair Value ($) | Performance Metric(s) | Schedule / Vesting | Outcome |
|---|---|---|---|---|---|---|
| Performance-based RSAs | Sep 2022 | 12,098 | 464,684 | FY2025 EBITDA (Adj.) threshold $270M → 50% earned; target $300M → 100% earned; max: performance units if EBITDA ≥$330M | Earned based on FY2025 EBITDA vs goals | Below threshold; RSAs forfeited; no performance units paid |
| Time-based RSUs | Sep 2022 | 12,098 | 464,684 | Service-based | 30% vested May 3, 2025; 30% May 2, 2026; 40% May 1, 2027 | 3,629 vested in FY2025 ($24,242 realized value) |
Option exercises: none disclosed for Vyverberg. RSU vesting in FY2025: 3,629 shares; value realized $24,242 (based on vesting-date price) .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership | 18,950 shares as of July 24, 2025; includes 14,982 shares held in the 401(k) Plan; <1% of shares outstanding |
| Unvested RSUs outstanding | 8,469 units at May 3, 2025 (30% vested in FY2025; remainder scheduled) |
| Upcoming vesting (time-based) | 3,629 RSUs vesting in FY2026; 4,839 RSUs vesting in FY2027 (per 30%/40% schedule) |
| Ownership guidelines (FY2025 policy) | Other executive officers: 3x salary; CEO: 5x; compliance required within 5 years; retention of 75% of net shares until in compliance |
| Hedging/pledging | Prohibited for directors/executives (no margin or pledging allowed) |
| Clawback policy | Recovery of incentive comp paid within prior 3 years if restatement due to material noncompliance |
Employment Terms
| Agreement/Policy | Key Economics/Terms | Source |
|---|---|---|
| Change-in-Control Agreement (amended) | If terminated without Cause or resign for Good Reason within 24 months after, or during period pending, a Change in Control: lump-sum 2x base salary + 2x target annual bonus; continuation of welfare benefits up to 24 months; if target bonus undetermined, use prior year target | |
| Older CIC baseline (superseded) | Prior agreement provided 1x salary + 1x prior-year bonus and 12 months benefits; replaced by amendment increasing multiples/benefits | |
| Payment mechanics & dispute resolution | Payment within 30 days of termination; arbitration (AAA) in Chicago; company pays arbitrator fees in disputes following/connected to a CIC | |
| Severance (no CIC) | In fiscal 2026, Vyverberg entered a severance agreement: if terminated without cause, base salary + target bonus paid over one year; COBRA premiums up to 12 months (general terms for “other executive officers”) |
Compensation Structure Analysis
- Shift in equity risk: Vyverberg remained under the legacy 2021 five-year LTI (EBITDA-based RSAs + service RSUs). FY2025 EBITDA underperformance drove a 0% payout on performance equity, concentrating value in time-based RSUs and annual cash incentives .
- Ownership alignment: Increased executive stock ownership guideline (to 3x salary for other executives by FY2025) enhances alignment; all executives reported in compliance subject to phase-ins; hedging/pledging prohibited .
- Change-in-control enhancement: Amendment increased CIC protection from 1x to 2x salary and bonus with 24 months benefits—stronger retentive economics around strategic events (double trigger) .
Equity Award Detail and Vesting Schedule
| Award Type | Grant Date | Shares | Fair Value ($) | Vesting Milestones | Status/Notes |
|---|---|---|---|---|---|
| RSUs (service) | Sep 2022 | 12,098 | 464,684 | 30% on May 3, 2025; 30% on May 2, 2026; 40% on May 1, 2027 | 3,629 vested in FY2025; 8,469 unvested at FY2025 YE |
| RSAs (performance) | Sep 2022 | 12,098 target | 464,684 | Earned based on FY2025 EBITDA: 50% at $270M; 100% at $300M (interpolated); Performance Units up to 50% of RSAs at $330M | FY2025 EBITDA below threshold; RSAs forfeited; no PUs earned |
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval: ~97% support at 2023 Annual Meeting (up from ~76% in 2022) .
Expertise & Qualifications
- Legal executive with corporate counsel background; MEI GC since 2022; prior Of Counsel at Locke Lord LLP .
- Age 56; tenure at MEI since 2021 .
- Education not disclosed in cited filings.
Investment Implications
- Near-term selling pressure from vesting: Time-based RSU tranches vesting in FY2026 (3,629 shares) and FY2027 (4,839 shares) could create incremental supply around vest dates, though ownership guidelines and retention requirements temper net sales .
- Pay-for-performance signaling: The forfeiture of performance RSAs due to EBITDA underperformance underscores a tighter pay-performance link; recent cash bonus outcomes reflect mix of corporate results and individually controllable objectives .
- Retention around strategic events: Enhanced double-trigger CIC benefits (2x salary and target bonus, 24 months benefits) and severance coverage (1 year salary+target bonus; COBRA up to 12 months) reduce exit risk during transformational periods and may stabilize leadership continuity .
- Governance risk view: Prohibitions on hedging/pledging and an operative clawback policy reduce alignment concerns; strong say-on-pay support (~97%) suggests low compensation governance controversy currently .