Therese M. Bobek
About Therese M. Bobek
Therese M. Bobek, age 64, has served as an independent director of Methode Electronics, Inc. (MEI) since 2020. She was an Assurance Partner at PwC (1997–2018), most recently in the national office overseeing a nationwide audit quality network, and taught as an Adjunct Lecturer in the University of Iowa’s Master of Accountancy program (2018–2022). She is designated by MEI’s Board as an “audit committee financial expert,” underscoring deep financial reporting and audit oversight expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers LLP (PwC) | Assurance Partner | 1997–2018 | Directed a nationwide network supporting audit quality in PwC’s national office |
| University of Iowa, Tippie College of Business | Adjunct Lecturer (Master of Accountancy) | 2018–2022 | Graduate instruction in accounting/audit topics |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northern Funds | Board of Trustees; Audit Committee Member | Not disclosed (current) | Fund oversight; audit committee responsibilities |
| Northern Institutional Funds | Board of Trustees; Audit Committee Member | Not disclosed (current) | Fund oversight; audit committee responsibilities |
Board Governance
- Independence: The Board determined all directors are independent except the CEO; all Audit, Compensation, and Nominating & Governance members meet SEC/NYSE independence standards .
- Audit committee financial expert: The Board designated Ms. Bobek (along with Mary Lindsey and Mark Schwabero) as an “audit committee financial expert” per SEC rules .
- Attendance: In fiscal 2025, the Board held 10 meetings and no director attended fewer than 75% of combined board and committee meetings; all directors except Mr. Pantaleo attended the 2024 Annual Meeting (Bobek attended) .
- Committee assignments and meeting cadence (FY2025):
| Committee | Members (excerpt) | Chair | Meetings (FY2025) |
|---|---|---|---|
| Audit | Mary A. Lindsey; David P. Blom; Therese M. Bobek; Janie Goddard; Angelo V. Pantaleo; Mark D. Schwabero | Mary A. Lindsey | 10 |
| Nominating & Governance | Brian J. Cadwallader; Therese M. Bobek; Darren M. Dawson; Angelo V. Pantaleo; Mark D. Schwabero | Brian J. Cadwallader | 4 |
- Board leadership and executive sessions: Independent Chairman (Mark D. Schwabero) with regularly scheduled executive sessions of independent directors .
- Skills matrix: Bobek brings Financial/Accounting and Cybersecurity/IT Systems to the Board skill set .
Fixed Compensation
- Non‑employee director pay structure (unchanged for FY2025): annual cash retainer $80,000; Chairman retainer $95,000; Chair retainers $24,000 (Audit), $24,000 (Compensation), $20,000 (Nominating & Governance); $1,500 per committee/special board meeting; annual stock grant with immediate vesting valued at $140,000 .
| Component | FY2025 Amount |
|---|---|
| Annual Cash Retainer | $80,000 |
| Committee Chair Retainer (Audit/Comp/NGC) | $24,000 / $24,000 / $20,000 |
| Fee per Committee/Special Board Meeting | $1,500 |
| Annual Stock Grant (immediately vesting) | Shares valued at $140,000 |
- Ms. Bobek FY2025 director compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Therese M. Bobek | $110,000 | $140,000 | $250,000 |
- Deferral: Directors may defer up to 100% of director compensation (cash or stock) into MEI’s Nonqualified Deferred Compensation Plan .
Performance Compensation
| Item | Director Compensation Performance Linkage |
|---|---|
| Performance metrics linked to director pay | None disclosed; annual stock grant vests immediately (no TSR/financial targets) |
| Options/PSUs for directors | Not disclosed for directors; non‑employee program is cash retainer + immediately vested stock grant |
Other Directorships & Interlocks
| Entity | Type | Role | Notes |
|---|---|---|---|
| Northern Funds; Northern Institutional Funds | Registered investment companies | Trustee; Audit Committee | No MEI‑disclosed interlocks with customers/suppliers/competitors . Related‑party section disclosed AlixPartners matters; no director‑specific related‑party transactions for Bobek noted . |
Expertise & Qualifications
- Audit/financial reporting: Former PwC Assurance Partner; Board‑designated audit committee financial expert .
- Cybersecurity/IT systems: Skills matrix indicates competency in this area .
- Capital markets/fiduciary oversight: Current trustee and audit committee roles at Northern Funds complexes .
- Education/teaching: Adjunct Lecturer in graduate accounting program (2018–2022) .
Equity Ownership
- Stock ownership guidelines: Directors must own stock equal to ≥5x annual cash retainer within five years; all directors compliant or meeting retention requirements in FY2025 .
- Hedging/pledging prohibited: Directors are prohibited from hedging or pledging MEI stock; margin account holding is prohibited .
| As of Record Date July 24, 2025 | Shares/Units | Notes |
|---|---|---|
| Total beneficial ownership – T. M. Bobek | 30,227 | <1% of outstanding shares |
| Phantom stock (Deferred Comp Plan) | 27,227 | Deferred director compensation; plan allows directors to defer 100% of cash or stock compensation |
| Shares held in trust (shared voting/investment with spouse) | 3,000 | |
| Shares outstanding (context) | 35,217,142 |
Say‑on‑Pay and Shareholder Feedback (Context)
| Item | Result |
|---|---|
| 2025 Annual Meeting director vote – Bobek | For 25,488,697; Against 1,799,757; Abstain 31,568; Broker non‑votes 3,370,565 |
| 2025 Say‑on‑Pay | For 24,480,053; Against 2,779,095; Abstain 60,874; Broker non‑votes 3,370,565 |
| Prior say‑on‑pay approvals | ~96% (2024); 97% (2023) |
Related‑Party Transactions and Policies
- Oversight: The Audit Committee or independent board body reviews related‑person transactions; conflicts prohibited absent board approval; criteria include arm’s‑length fairness .
- Disclosures: FY2025 notable related‑party disclosure was the AlixPartners engagement for interim CEO/CFO services; review/approval by independent directors or Audit Committee. No Bobek‑specific related‑party transactions were disclosed .
- Hedging/pledging: Prohibited for directors (see Equity Ownership section) .
Governance Assessment
- Positives:
- Strong financial reporting oversight: audit committee member and SEC‑defined “financial expert,” helpful given recent remediation of material weaknesses in FY2025 .
- High engagement: Board met 10 times; no director fell below 75% attendance; Bobek attended the 2024 Annual Meeting .
- Independence and structure: Independent director; serves on key oversight committees (Audit; Nominating & Governance, which oversees ERM and succession) .
- Ownership alignment and risk controls: Director stock ownership requirement (≥5x retainer) with compliance reported; hedging/pledging banned .
- Shareholder support: Strong 2025 director election support for Bobek and solid say‑on‑pay support trend .
- Watch items:
- Director equity is immediately vested (not performance‑conditioned), which modestly reduces long‑term, at‑risk alignment versus multi‑year vesting/holding constructs; however, MEI mitigates with robust ownership guidelines and share‑retention requirements until guideline compliance .
- Phantom stock/deferred compensation is a standard board tool; monitor for concentration/changes in deferral election but no red flags disclosed .
- No red flags identified: No disclosed related‑party ties for Bobek; hedging/pledging prohibited; no attendance or legal concerns disclosed .
References:
; 2025 Annual Meeting results .