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Shareholders' Equity
12 Months Ended
May 01, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Shareholders' Equity

Note 13. Shareholders’ Equity

Share repurchase program

On March 31, 2021, the Board of Directors authorized the purchase of up to $100.0 million of the Company’s outstanding common stock through March 31, 2023. Such purchases may be made on the open market, in private transactions or pursuant to purchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934. The Company purchased 167,949 shares at a cost of $7.5 million as of May 1, 2021. All purchased shares were retired and are reflected as a reduction of common stock for the par value of the shares, with the excess applied as a reduction to retained earnings.

Dividends

The Company paid dividends totaling $17.4 million in fiscal 2021 and $16.3 million in both fiscal 2020 and 2019. Dividends paid in fiscal 2021 include $0.9 million of dividends on restricted stock that vested during the period.

Accumulated other comprehensive income (loss)

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:

 

 

Fiscal Year Ended

 

 

 

May 1,

2021

 

 

May 2,

2020

 

 

April 27,

2019

 

(in millions)

 

(52 Weeks)

 

 

(53 Weeks)

 

 

(52 Weeks)

 

Currency Translation Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

$

(25.9

)

 

$

(13.6

)

 

$

13.9

 

Other comprehensive income (loss) recognized during the period, net of tax (expense) benefit of $(1.2) million; $0.6 million; $0.0 million

 

 

37.4

 

 

 

(12.3

)

 

 

(27.5

)

Balance at end of period

 

 

11.5

 

 

 

(25.9

)

 

 

(13.6

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative Financial Instruments:

 

 

 

 

 

 

 

 

 

 

 

 

Balance at beginning of period

 

 

(1.0

)

 

 

 

 

 

 

Other comprehensive loss recognized during the period, net of tax benefit of $1.3 million; $0.3 million; $—

 

 

(4.4

)

 

 

(1.0

)

 

 

 

Balance at end of period

 

 

(5.4

)

 

 

(1.0

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated other comprehensive income (loss)

 

$

6.1

 

 

$

(26.9

)

 

$

(13.6

)

 

Stock-based compensation

The Company has granted stock options, restricted stock awards (“RSAs”), restricted stock units (“RSUs”) and stock awards to employees and non-employee directors under the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (“2014 Plan”), the Methode Electronics, Inc. 2010 Stock Plan (“2010 Plan”), the Methode Electronics, Inc. 2007 Stock Plan (“2007 Plan”) and the Methode Electronics, Inc. 2004 Stock Plan (“2004 Plan”). The Company’s stockholders approved the 2014 Plan in September 2014. The Company can no longer make grants under the 2010 Plan, 2007 Plan and 2004 Plan. The number of shares of common stock originally authorized under the 2014 Plan is 3,000,000. As of May 1, 2021, there were 203,431 shares available for award under the 2014 Plan.

Stock-based compensation expense

All stock-based payments to employees and directors are recognized in selling and administrative expenses on the consolidated statements of income. 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 (benefit) related to the equity awards:

 

 

Fiscal Year Ended

 

 

 

May 1,

2021

 

 

May 2,

2020

 

 

April 27,

2019

 

(in millions)

 

(52 Weeks)

 

 

(53 Weeks)

 

 

(52 Weeks)

 

RSAs

 

$

 

 

$

(2.1

)

 

$

10.9

 

RSUs

 

 

5.9

 

 

 

1.5

 

 

 

2.2

 

Director awards

 

 

0.9

 

 

 

0.9

 

 

 

0.9

 

Total stock-based compensation expense

 

$

6.8

 

 

$

0.3

 

 

$

14.0

 

 

2014 Plan

The 2014 Plan provides for discretionary grants of stock options, stock appreciation rights, RSAs, RSUs and performance units to key employees and directors. The 2014 Plan is intended to promote the success of the Company and to increase stockholder value by providing an additional means to attract, motivate, retain and reward selected employees and eligible directors through the grant of equity awards.

Restricted Stock Awards and Performance Units (“PUs”)

In the second quarter of fiscal 2021, the Company granted 917,000 RSAs to executive officers and certain non-executives 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, an additional 458,500 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 earn dividend equivalents during the vesting period, which are forfeitable if the RSAs do not vest. Compensation expense for RSAs are recognized when it is probable the minimum threshold performance criteria will be achieved. Compensation expense for the PUs are 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, “Compensation - Stock Compensation,” based on projections of the Company’s current business portfolio, compensation expense has not been recognized for the RSAs or PUs in fiscal 2021, as the performance conditions are not probable of being met. Unrecognized stock-based compensation expense for RSAs at target level of performance is $25.9 million as of May 1, 2021.

In fiscal 2020, previously granted performance-based RSAs vested at 69% of target, which was determined in the fourth quarter of fiscal 2020. The target hurdle was not achieved because of among other factors, the impact of the COVID-19 pandemic. The result was a reversal of previously recognized stock-based compensation expense related to prior years of $5.2 million. Stock-based compensation expense for these awards in fiscal 2020 was a credit of $2.1 million.

The following table summarizes the RSA activity under the 2014 Incentive Plan:

 

 

Restricted Stock

Awards

 

 

Weighted

average grant

date fair value

 

Non-vested at April 28, 2018

 

 

1,171,238

 

 

$

34.13

 

Awarded

 

 

11,625

 

 

$

38.75

 

Vested

 

 

 

 

$

 

Forfeited

 

 

(151,455

)

 

$

34.79

 

Non-vested at April 27, 2019

 

 

1,031,408

 

 

$

34.09

 

Awarded

 

 

 

 

$

 

Vested

 

 

(455,750

)

 

$

33.89

 

Forfeited

 

 

(575,658

)

 

$

34.25

 

Non-vested at May 2, 2020

 

 

 

 

$

 

Awarded

 

 

917,000

 

 

$

28.30

 

Vested

 

 

 

 

$

 

Forfeited

 

 

 

 

$

 

Non-vested at May 1, 2021

 

 

917,000

 

 

$

28.30

 

 

Restricted Stock Units

RSUs granted under the 2014 Plan vest over a pre-determined period of time, up to five years from the date of grant. The fair value of RSUs granted was based on the closing stock price on the date of grant. RSUs granted in fiscal 2021 earn dividend equivalents during the vesting period, which are forfeitable if the RSUs do not vest.

The following table summarizes RSU activity granted under the 2014 Plan:

 

 

Restricted Stock

Units

 

 

Weighted

average grant

date fair value

 

Non-vested at April 28, 2018

 

 

382,372

 

 

$

33.87

 

Awarded

 

 

7,750

 

 

$

38.75

 

Vested

 

 

(152,328

)

 

$

33.75

 

Forfeited

 

 

(49,950

)

 

$

32.42

 

Non-vested at April 27, 2019

 

 

187,844

 

 

$

34.55

 

Awarded

 

 

 

 

$

 

Vested

 

 

(176,994

)

 

$

34.25

 

Forfeited

 

 

(7,750

)

 

$

38.75

 

Non-vested at May 2, 2020

 

 

3,100

 

 

$

41.20

 

Awarded

 

 

938,300

 

 

$

28.30

 

Vested

 

 

(25,201

)

 

$

29.87

 

Forfeited

 

 

 

 

$

 

Non-vested at May 1, 2021

 

 

916,199

 

 

$

28.30

 

 

As of May 1, 2021, there were 25,201 RSUs that were vested for which shares were issued in the first quarter of fiscal 2022. As of May 1, 2021, unrecognized share-based compensation expense for RSUs was $20.7 million which will be recognized over a weighted-average amortization period of 2.6 years.

Director awards

During fiscal 2021, fiscal 2020 and fiscal 2019, the Company issued 33,000 shares, 30,000 shares and 24,000 shares, respectively, of common stock to its independent directors, all of which vested immediately upon grant.

Stock options

The following table summarizes combined stock option activity under the 2010 Plan and 2007 Plan:

 

 

Shares

 

 

Weighted average exercise price

 

 

Weighted-

average life

(years)

 

 

Aggregate

intrinsic value

(in millions)

 

Outstanding and exercisable at April 28, 2018

 

 

114,168

 

 

$

35.85

 

 

 

6.1

 

 

$

0.6

 

Exercised

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(7,500

)

 

$

37.01

 

 

 

 

 

 

 

 

 

Outstanding and exercisable at April 27, 2019

 

 

106,668

 

 

$

35.76

 

 

 

5.0

 

 

$

0.1

 

Exercised

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Outstanding and exercisable at May 2, 2020

 

 

106,668

 

 

$

35.76

 

 

 

4.0

 

 

$

0.1

 

Exercised

 

 

(24,500

)

 

$

31.61

 

 

 

 

 

 

 

 

 

Forfeited

 

 

(9,168

)

 

$

37.01

 

 

 

 

 

 

 

 

 

Outstanding and exercisable at May 1, 2021

 

 

73,000

 

 

$

37.01

 

 

 

3.2

 

 

$

0.6

 

 

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. The total intrinsic value of options exercised in fiscal 2021 was $0.3 million.

Deferred RSUs

Under the 2014 Plan and 2010 Plan, RSUs that have vested for certain executives, including the Company’s CEO, will not be delivered in common stock until after the executive terminates employment from the Company or upon a change of control. As of May 1, 2021, shares to be delivered to these executives were 121,200 shares under the 2014 Plan and 180,000 shares under the 2010 Plan.

Under the 2004 Plan, 225,000 shares of common stock subject to performance based RSAs granted to the Company’s CEO in fiscal 2006 and 2007 were converted to RSUs. The shares of common stock underlying the RSUs will not be issued and delivered until the earlier of: (1) thirty days after the CEO’s date of termination of employment with the Company and all of its subsidiaries and affiliates; or (2) the last day of the Company’s fiscal year in which the payment of common stock in satisfaction of the RSUs becomes deductible to the Company under Section 162(m) of the Code. As of May 1, 2021, 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 are paid. The vested deferred RSUs are considered outstanding for earnings per share calculations.