Mark D. Schwabero
About Mark D. Schwabero
Independent Chairman of the Board at Methode Electronics since September 2024; director since 2019. Age 72. Former Chairman and CEO of Brunswick Corporation (2016–2018), with prior senior operating roles at Brunswick and Mercury Marine. Designated by the Board as an “audit committee financial expert”; serves on the Audit Committee and the Nominating & Governance Committee. Board is majority independent; only the CEO is non‑independent. He presides over regular executive sessions of independent directors as Board Chair. Attendance met at least the 75% threshold in FY2025; he attended the 2024 annual meeting (all directors except Mr. Pantaleo attended).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brunswick Corporation | Chairman, CEO & Director | 2016–2018 | Led large public industrial; deep operating oversight |
| Brunswick Corporation | President & COO | 2014–2016 | Enterprise operations leadership |
| Mercury Marine (Brunswick subsidiary) | President | 2008–2014 | Global manufacturing/operations leadership |
External Roles
| Organization | Role | Committees/Focus | Notes |
|---|---|---|---|
| 1st Source Corporation | Director | Audit; Executive Compensation & Human Resources; Governance & Nominating | Public financial services company board service |
| The Ohio State University Center for Automotive Research | Advisory Board Member | — | Industry-academic advisory role |
Board Governance
- Roles/independence: Independent Chairman (appointed following 2024 annual meeting); Board determined all directors except the CEO are independent. Chairman presides over independent director executive sessions. Board size reduced to seven (from ten) effective the 2025 annual meeting.
- Committees and expertise: Member—Audit Committee (designated “audit committee financial expert”); Member—Nominating & Governance Committee; both committees comprised of independent directors.
- Meetings and engagement: Board met 10 times in FY2025; Audit met 10; Compensation met 7; Nominating & Governance met 4. No director attended less than 75% of aggregate Board and committee meetings. He attended the 2024 annual meeting (all directors except Mr. Pantaleo attended).
- Executive Committee: As Chairman, he is on the Executive Committee (with the three committee chairs); it did not meet in FY2025.
- Skills matrix highlights: Leadership/strategy; financial/accounting; M&A; cybersecurity/IT systems; international business; technology/innovation; industry experience; public company board service; manufacturing/operations.
- Say‑on‑pay environment: Supportive—96% approval in 2024; 97% in 2023.
- Audit oversight signal: Audit Committee (of which he is a member and financial expert) oversaw remediation of previously disclosed material weaknesses; all material weaknesses remediated in FY2025.
Fixed Compensation (Director)
| Component | MEI Program Terms (FY2025) | Mr. Schwabero – FY2025 Amount |
|---|---|---|
| Annual cash retainer | $80,000 | Included within cash below |
| Additional retainer – Chairman | $95,000 | Included within cash below |
| Committee chair retainers | Audit: $24,000; Comp: $24,000; N&G: $20,000 | N/A (not a committee chair) |
| Meeting fees | $1,500 per committee and special Board meeting | Included within cash below |
| Annual stock grant | Shares valued at $140,000 (immediate vesting) | $140,000 (grant-date fair value) |
| FY2025 director pay (cash) | — | $175,375 |
| FY2025 director pay (stock awards) | — | $140,000 |
| FY2025 total director compensation | — | $315,375 |
- Program stability: No changes to non‑employee director compensation for FY2025.
Performance Compensation (Director)
| Equity Instrument | Grant Value/Terms | Vesting | Performance Metrics |
|---|---|---|---|
| Annual stock grant (non‑employee directors) | $140,000 grant‑date fair value | Immediate vesting | None (time‑based only; director equity not performance‑conditioned) |
Other Directorships & Interlocks
| Company | Sector | Role/Committees | Potential Interlock/Conflict Considerations |
|---|---|---|---|
| 1st Source Corporation | Financial Services | Director; Audit; Exec Comp & HR; Gov & Nominating | No disclosed related‑party transactions at MEI involving him; MEI guidelines limit directors to ≤3 other public boards and audit members to ≤2 other audit committees—within limits based on disclosed roles. |
Expertise & Qualifications
- Audit committee financial expert under SEC rules (financial/accounting depth).
- Senior operating and CEO experience in industrials/marine; manufacturing and global operations.
- Skills matrix checkmarks include leadership/strategy, finance/accounting, M&A, cybersecurity/IT, international, technology/innovation, industry, public boards, manufacturing/operations.
Equity Ownership
| Holder | Beneficial Ownership (shares) | Components/Notes | % of Class |
|---|---|---|---|
| Mark D. Schwabero | 33,227 | Includes 27,227 shares of phantom stock held in MEI’s Deferred Compensation Plan | <1% |
- Director ownership policy: Directors must hold MEI stock equal to ≥5x annual cash retainer, with 5‑year phase‑in; all directors were in compliance for FY2025 (ownership or required retention). Hedging and pledging of MEI stock are prohibited for directors. Directors may defer up to 100% of director compensation (cash or stock) into the Deferred Compensation Plan.
Governance Assessment
-
Positives
- Independent Board Chair with broad industrial/operating background; presides over executive sessions—supports independent oversight.
- Audit Committee financial expert; active Audit membership during remediation of material weaknesses—remediation completed in FY2025.
- Strong director alignment policies: 5x retainer ownership guideline; full compliance; strict prohibitions on hedging/pledging.
- Engagement/attendance: Board and committee attendance ≥75%; he attended the 2024 annual meeting.
- Director pay program stable; mix includes equity grant (immediate vesting) plus cash retainer/fees; Chair retainer transparently disclosed.
- Board right‑sizing to seven directors and regular evaluation processes with outside counsel indicate attention to board effectiveness and fit.
-
Watch items
- Role concentration: Independent Chair plus membership on two key committees (Audit; Nominating & Governance) can increase workload—mitigated by independent composition and committee structures.
- External commitments: Also serves on 1st Source board/committees; however, disclosed overboarding limits would allow up to three other boards and up to two other audit committees—his disclosed roles fall within these limits.
-
Shareholder sentiment context
- Strong say‑on‑pay support (96% in 2024; 97% in 2023) suggests overall investor confidence in compensation governance under the Board’s oversight.