Laura Kowalchik
About Laura Kowalchik
Laura Kowalchik, age 55, has served as Chief Financial Officer of Methode Electronics since October 1, 2024; she holds a B.S. in Business Administration from the University of Richmond and an MBA from Indiana University . Fiscal 2025 company performance used EBITDA, pre-tax income, and free cash flow as the core compensation levers; MEI reported EBITDA of $30.4 million and net income of $(62.6) million for FY2025, with total shareholder return value of a $100 investment at $27 (peer group $209) . Her compensation design is heavily equity-linked (RSUs/PSUs) with annual cash incentives keyed to pre-tax income (70%) and free cash flow (30%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Communications & Power Industries (CPI) | Chief Financial Officer | Feb 2023–Aug 2024 | CFO for global electronics manufacturer serving communications/defense markets |
| Dayco Incorporated | Chief Financial Officer | Nov 2019–Feb 2023 | CFO for global engine drive systems and aftermarket supplier; automotive, heavy-duty, industrial focus |
| Kenwal Steel Corp. | Chief Financial Officer | Dec 2018–Jul 2019 | CFO at flat rolled steel service center primarily for automotive industry |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | Outside public company board (permitted) | Ongoing | Offer letter permits continued service on one outside public company board (or a single alternative board); specific company not disclosed |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Base Salary (annualized) | $600,000 | Per offer letter and FY2025 base salary schedule |
| Target Annual Bonus (% of salary) | 75% | Set by Compensation Committee for FY2025 |
| Sign-on Cash Bonus | $390,000 | To replace forfeited prior employer bonus and repay sign-on; repayable if voluntary departure within 1 year |
| Sign-on RSUs (grant-date value) | $600,000 | Vests one-third on each of the first, second, third anniversaries of start date |
| Annual LTI Target (FY2025) | $1,000,000 | 50% time-based RSUs; 50% PSUs |
Perquisites
| Perquisite | Terms | Cap / Tax Treatment |
|---|---|---|
| Relocation assistance | Fees for sale/purchase, moving household goods | Up to $300,000; includes tax gross-ups on imputed income |
| Temporary housing | Up to 6 months | Company-covered |
| Personal travel reimbursement | Chicago–Detroit travel until housing secured or 6 months | Reimbursed per policy timelines |
Performance Compensation
Annual Bonus (FY2025) – Design and Outcomes
| Metric | Weighting | Threshold | Target | Maximum | Plan Outcome | CFO Payout |
|---|---|---|---|---|---|---|
| Pre-tax income | 70% | $0 | $3,140,000 | $22,065,000 | Company-approved weighted plan payout 76% of target (after partial addbacks) | $342,000 |
| Free cash flow | 30% | $(2,541,368) | $598,632 | $29,523,632 | Company-approved weighted plan payout 76% of target (after partial addbacks) | $342,000 |
Notes:
- Threshold and caps set at 50% and 200% of target, respectively; subject to ±20% individual modifier (overall cap 200%) .
- FY2025 payouts reflect Compensation Committee-approved partial addbacks due to extraordinary items; weighted plan payout at 76% .
Long-Term Incentive Awards (FY2025 Grants)
| Award Component | Grant Date | Shares | Grant-Date Fair Value | Vesting Schedule | Performance Metric |
|---|---|---|---|---|---|
| Time-based RSUs (LTIP) | 10/1/2024 | 43,821 | Included in $1,099,992 combined RSUs value | Three annual installments beginning 10/1/2025 (continued service) | N/A |
| PSUs (Target) | 10/1/2024 | 43,821 | $485,099 | Following FY2027 end and certification | Annualized TSR: Threshold 10% (50% of target), Target 15% (100%), Max 20% (200%) |
| Sign-on RSUs | 10/1/2024 | 52,585 | Included in $1,099,992 combined RSUs value | One-third on first three anniversaries of start date | N/A |
Vesting protections:
- Termination without cause: time-based RSUs vest pro rata; PSUs vest on original schedule based on actual performance; Kowalchik credited with an additive year of service on a pro rata basis .
- Change in control (double trigger within 24 months): time-based RSUs fully vest; PSUs vest based on actual performance .
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (as of 7/24/2025) | 0 shares; <1% | Per proxy beneficial ownership table |
| Outstanding unvested RSUs (#) | 96,406 | Market value $643,992 at $6.68 (5/2/2025 close) |
| Outstanding PSUs (target) (#) | 43,821 | Payout value at target $292,724 at $6.68 (5/2/2025 close) |
| Ownership guidelines | 3x salary for executive officers | Includes unvested RSUs; 50% compliance within 3 years and 100% within 5 years; phase-in applies for new appointees |
| Hedging / pledging | Prohibited | No margin accounts or pledging; hedging banned by policy |
| Clawback policy | Adopted | Recovery of incentive-based comp for material restatements |
Indicative vesting cadence and potential supply events:
- Time-based RSUs: first vest on 10/1/2025, then annually through 10/1/2027; sign-on RSUs also vest in three annual tranches from 10/1/2025 (could result in tax-withholding share settlements) .
Employment Terms
| Term | Provision | Trigger / Multiple | Continuation Benefits |
|---|---|---|---|
| Severance (non-CoC) | 1x salary + target bonus | Termination without cause; paid over 1 year | COBRA up to 12 months; one-year additional vesting credit on service-vested equity |
| Change-in-control | 2x salary + target bonus | Terminated without cause or resigns for good reason within 24 months (double trigger) | COBRA up to 24 months or cash in lieu |
| Equity acceleration | Time-based RSUs fully vest in CoC termination; PSUs vest based on actual performance | As above | Standard award agreements apply |
| Non-compete / non-solicit | Compliance condition for severance | Required under agreements; durations not disclosed | |
| Governance practices | No single-trigger CoC, no hedging/pledging, no excise tax gross-ups (except certain relocation) | Compensation governance statement |
Say-on-Pay & Governance Signals
| Year | Say-on-Pay Approval % |
|---|---|
| 2024 | ~96% |
| 2023 | ~97% |
Compensation governance context:
- Independent Compensation Committee; use of FW Cook as independent consultant .
- Pay mix emphasizes at-risk compensation with capped annual incentive at 200% of target and significant equity alignment .
Investment Implications
- Strong alignment via equity-heavy package: 50% of annual LTI in PSUs tied to three-year TSR with a wide payout range (50–200% of target), plus sizeable time-based RSUs and sign-on RSUs; upcoming annual vesting dates beginning 10/1/2025 can create predictable supply events and potential tax-withholding flows .
- Retention risk mitigated but present: severance (1x) and CoC (2x) economics with continued health coverage and additive vesting credit on service-based equity reduce exit friction; double-trigger CoC terms avoid windfalls without termination, balancing retention and shareholder protections .
- Bonus framework flexibility: FY2025 payouts were adjusted to a 76% weighted plan outcome after partial addbacks for extraordinary items—useful to retain/transit leadership but introduces discretion that may dilute strict pay-for-performance optics in weak earnings environments (FY2025 net income negative, low TSR) .
- Ownership discipline: zero vested ownership reported as of 7/24/2025 is consistent with recent start and three-year vesting schedules; policy prohibits hedging/pledging and requires progress toward 3x salary ownership within five years, supportive of alignment over time .