On March 31, 2021, as subsequently amended on June 16, 2022, the Board of Directors authorized the purchase of up to $200.0 million of the Company’s outstanding common stock through June 14, 2024 (the “2021 Buyback Program”). On June 13, 2024, the Board of Directors authorized a new share buyback program, commencing on June 17, 2024, for the purchase of up to $200.0 million (the “2024 Buyback Program”) of the Company’s outstanding common stock through June 17, 2026. Purchases may be made in private transactions or on the open market, including pursuant to purchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934.

As of April 27, 2024, a total of 3,417,961 shares have been purchased under the 2021 Buyback Program at a total cost of $133.1 million. All purchased shares were retired and are reflected as a reduction of common stock for the par value of shares, with the excess applied as a reduction to retained earnings. As of April 27, 2024, the dollar value of shares that remained available to be purchased by the Company under the 2021 Buyback Program was approximately $66.9 million.

The Company paid dividends totaling $19.9 million in fiscal 2024, $19.8 million in fiscal 2023 and $20.4 million in fiscal 2022. Dividends paid in fiscal 2024 include $0.4 million of dividend equivalent payments for restricted stock units that vested at the end of fiscal 2023.

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. A summary of changes in accumulated other comprehensive income (loss), net of tax is shown below:


(in millions)	Currency translation adjustments (1)			Derivative instruments			Total
Balance as of May 1, 2021	$	11.5		$	(5.4	)	$	6.1
Other comprehensive income (loss)		(42.4	)		11.9			(30.5	)
Tax benefit (expense)		0.4			(2.8	)		(2.4	)
Net current period other comprehensive income (loss)		(42.0	)		9.1			(32.9	)
Balance as of April 30, 2022		(30.5	)		3.7			(26.8	)
Other comprehensive income (loss) before reclassifications		12.9			(3.8	)		9.1
Amounts reclassified from accumulated other comprehensive income (loss)		(2.1	)		—			(2.1	)
Tax (expense) benefit		(0.1	)		0.9			0.8
Net current period other comprehensive income (loss)		10.7			(2.9	)		7.8
Balance as of April 29, 2023		(19.8	)		0.8			(19.0	)
Other comprehensive income (loss)		(18.1	)		(1.3	)		(19.4	)
Tax benefit		1.4			0.3			1.7
Net current period other comprehensive loss		(16.7	)		(1.0	)		(17.7	)
Balance as of April 27, 2024	$	(36.5	)	$	(0.2	)	$	(36.7	)

(1) Includes foreign currency gains and losses related to debt designated as a net investment hedge. See Note 8, "Derivative Financial Instruments and Hedging Activities" for additional information.

The Company has granted stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance units (“PUs”) and stock awards to employees and non-employee directors under the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (“2022 Plan”), the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (“2014 Plan”), the Methode Electronics, Inc. 2010 Stock Plan (“2010 Plan”) and the Methode Electronics, Inc. 2004 Stock Plan (“2004 Plan”). The Company’s stockholders approved the 2022 Plan on September 14, 2022. The Company can no longer make grants under the 2014 Plan, 2010 Plan and 2004 Plan.

Subject to adjustment as provided in the 2022 Plan and the 2022 Plan’s share counting provisions, the number of shares of the Company’s common stock that are available for all awards under the 2022 Plan is 5,550,000, less one share for every one share of common stock subject to an option or SAR award granted after April 30, 2022 under the 2014 Plan and 2.28 shares for every one share that was subject to an award other than an option or SAR granted after April 30, 2022 under the 2014 Plan. As of April 27, 2024, there were 4,960,454 shares available for award under the 2022 Plan.

All stock-based payments to employees and directors are recognized in selling and administrative expenses on the consolidated statements of operations. Awards subject to graded vesting are recognized using the accelerated recognition method over the requisite service period. The table below summarizes the stock-based compensation expense related to the equity awards:


	Fiscal Year Ended
(in millions)	April 27, 2024		April 29, 2023		April 30, 2022
RSUs	$	2.0	$	9.9	$	10.3
Deferred non-employee director awards		1.0		1.0		0.8
Non-employee director awards		0.6		0.6		0.7
Total stock-based compensation expense	$	3.6	$	11.5	$	11.8

As of April 27, 2024, the Company had 789,674 RSAs outstanding which will be earned based on the achievement of an EBITDA measure for fiscal 2025. The RSAs will vest ranging from 0% (for performance below threshold) to 100% (target performance) based on the achievement of the EBITDA performance measure and continued employment. In addition, if the target performance is exceeded, up to an additional 394,837 PUs can be earned that will be settled in cash. At the discretion of the Compensation Committee, the PUs may be settled in shares of common stock.

The fair value of the RSAs was based on the closing stock price on the date of grant and the RSAs earn dividend equivalents during the vesting period, which are forfeitable if the RSAs do not vest. Compensation expense for the RSAs is recognized when it is probable the minimum threshold performance criteria will be achieved. Compensation expense for the PUs is recognized when it is probable that the target performance criteria will be exceeded. The Company assesses the probability of vesting at each balance sheet date and adjusts compensation costs based on the probability assessment. The cash-settled PUs represent a non-equity unit with a conversion value equal to the fair market value of a share of the Company’s common stock on the vesting date. The PUs are classified as liability awards due to the cash settlement feature and are re-measured at each balance sheet date. In accordance with ASC 718, based on projections of the Company’s current business portfolio, no compensation expense has been recognized for the RSAs or PUs to date, as the performance conditions are not probable of being met. Unrecognized stock-based compensation expense for RSAs at target level of performance is $22.8 million as of April 27, 2024.

The following table summarizes the RSA activity:


	Restricted stock awards			Weighted average grant date fair value
Non-vested at May 1, 2021		928,412		$	28.50
Awarded		—		$	—
Vested		—		$	—
Forfeited		—		$	—
Non-vested at April 30, 2022		928,412		$	28.50
Awarded		21,262		$	38.41
Vested		—		$	—
Forfeited		(16,000	)	$	28.28
Non-vested at April 29, 2023		933,674		$	28.73
Awarded		—		$	—
Vested		—		$	—
Forfeited		(144,000	)	$	28.28
Non-vested at April 27, 2024		789,674		$	28.81

RSUs granted vest over a pre-determined period of time, up to five years from the date of grant. The fair value of the RSUs granted are based on the closing stock price on the date of grant and earn dividend equivalents during the vesting periods, which are forfeitable if the RSUs don’t vest. The following table summarizes RSU activity:


	Restricted stock units			Weighted average grant date fair value
Non-vested at May 1, 2021		927,611		$	28.50
Awarded		46,300		$	48.41
Vested		(37,520	)	$	36.55
Forfeited		—		$	—
Non-vested at April 30, 2022		936,391		$	29.16
Awarded		127,277		$	40.11
Vested		(264,133	)	$	30.14
Forfeited		(28,868	)	$	33.53
Non-vested at April 29, 2023		770,667		$	30.47
Awarded		389,966		$	21.48
Vested		(36,221	)	$	42.72
Forfeited		(182,772	)	$	29.65
Non-vested at April 27, 2024		941,640		$	26.43

As of April 27, 2024, there were 34,950 RSUs that were vested for which shares were issued in the first quarter of fiscal 2025. As of April 27, 2024, unrecognized share-based compensation expense for RSUs was $8.3 million which will be recognized over a weighted-average amortization period of 1.9 years.

The Company grants stock awards to its non-employee directors as a component of their compensation. The stock awards vest immediately upon grant. Non-employee directors may elect to defer receipt of their shares under the Company’s non-qualified deferred compensation plan. The following table summarizes awards granted to non-employee directors:


	Non-employee director awards			Deferred non-employee director awards		Total			Weighted average grant date fair value
Outstanding at May 1, 2021		—			—		—		$	—
Awarded		14,775			17,956		32,731		$	47.37
Issued		(14,775	)		—		(14,775	)	$	47.39
Non-vested at April 30, 2022		—			17,956		17,956		$	47.35
Awarded		15,540			27,794		43,334		$	36.13
Issued		(15,540	)		—		(15,540	)	$	36.04
Outstanding at April 29, 2023		—			45,750		45,750		$	40.56
Awarded		16,804			31,569		48,373		$	32.72
Issued		(16,804	)		—		(16,804	)	$	33.33
Outstanding at April 27, 2024		—			77,319		77,319		$	37.23

The following table summarizes stock option activity:


	Stock options			Weighted average exercise price		Weighted- average life (years)		Aggregate intrinsic value (in millions)
Outstanding and exercisable at May 1, 2021		73,000		$	37.01		3.2	$	0.6
Exercised		(13,000	)	$	37.01
Forfeited		—		$	—
Outstanding and exercisable at April 30, 2022		60,000		$	37.01		2.2	$	0.5
Exercised		(40,000	)	$	37.01
Forfeited		—		$	—
Outstanding and exercisable at April 29, 2023		20,000		$	37.01		1.2	$	0.1
Exercised		—		$	—
Forfeited		(12,000	)	$	37.01
Outstanding and exercisable at April 27, 2024		8,000		$	37.01		0.2	$	0.0

The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the fiscal year and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on that date.

Under the 2014 Plan and 2010 Plan, RSUs that have vested for certain executives, including Donald W. Duda, the Company’s former CEO, will not be delivered in common stock until the first day of the seventh month following the executive’s termination from the Company or upon a change of control. As of April 27, 2024, shares to be delivered to these executives were 166,678 shares under the 2014 Plan and 150,000 shares under the 2010 Plan.

Under the 2004 Plan, 225,000 shares of common stock subject to performance based RSAs granted to Donald W. Duda in fiscal 2006 and 2007 were converted to RSUs. The shares of common stock underlying the RSUs will be issued and delivered after the first day of the seventh month following Mr. Duda’s termination of employment with the Company and all of its subsidiaries and affiliates. As of April 27, 2024, 29,945 shares have been delivered in connection with these RSUs with a remaining balance to be delivered of 195,055 shares.

The RSUs are not entitled to voting rights or dividends, however a bonus in lieu of dividends is paid. The vested deferred RSUs are considered outstanding for earnings per share calculations.