Bryan R. Schumaker
BENCHMARK ELECTRONICSAbout Bryan R. Schumaker
Bryan R. Schumaker, 49, has served as Executive Vice President, Chief Financial Officer and Principal Accounting Officer of Benchmark Electronics (BHE) since October 8, 2024. He holds a BBA in Accounting from the University of New Mexico and is a CPA . Prior roles include CFO positions at SOURCE Global PBC, TPI Composites (TPIC), and 8point3 Energy Partners, and SVP/Chief Accounting Officer at First Solar (FSLR); at SOURCE Global he helped transform finance operations and contributed to quadrupling revenue growth during his ~2.5-year tenure . Company performance context: in 2024 BHE generated $2,656.1M revenue and $63.3M net income; a $100 investment in BHE at the standardized base was worth $149.30 at year-end 2024 (Peer Index $375.27) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| SOURCE Global, PBC | EVP & CFO | Dec 2021 – May 2024 | Transformed finance, prepared for public readiness; contributed to quadrupling revenue growth during tenure |
| TPI Composites, Inc. (NASDAQ: TPIC) | CFO | May 2019 – Dec 2021 | CFO of global wind blade manufacturer |
| 8point3 Energy Partners (NASDAQ: CAFD) | CFO | Jul 2015 – Jul 2018 | CFO of solar project YieldCo |
| First Solar, Inc. (NASDAQ: FSLR) | SVP & Chief Accounting Officer | Apr 2008 – May 2019 | Led accounting at leading solar manufacturer |
External Roles
No public company board directorships or external governance roles disclosed for Schumaker .
Fixed Compensation
| Component | Detail | 2024/2025 Terms |
|---|---|---|
| Base Salary | Annual base salary | $535,000 effective on hire (Oct 8, 2024) |
| Target Annual Bonus | As % of salary | 80% target, effective beginning FY2025 |
| 2024 Annual Bonus | Eligibility and payout | Not eligible for 2024 plan; awarded $25,000 discretionary cash bonus recognizing contributions |
| Sign-on Cash | One-time | $50,000 sign-on (pro rata clawback if he leaves within 1 year) |
| Benefits/Perqs | Selected items | Eligible for deferred compensation plan; minimal perqs policy; 2024 “All Other Comp” $1,572 (incl. 401(k) match and plan items) |
Performance Compensation
Annual Incentive Plan (Company framework for 2024)
Schumaker was not eligible for 2024 AIP but this is the structure relevant for 2025+.
| Metric | Weight | Threshold | Target | Maximum | Actual | Achievement vs Target |
|---|---|---|---|---|---|---|
| Revenue ($) | 40% | 2.527B | 2.808B | 3.067B | 2.656B | 72.95% |
| Adjusted Operating Income ($) | 45% | 108.0M | 129.2M | 151.2M | 122.0M | 83.09% |
| Adjusted Inventory ($) | 15% | 668.2M | 636.4M | 568.3M | 577.6M | 186.34% |
| Aggregate Payout Factor | — | — | — | — | — | 94.52% of target (company-wide) |
Notes:
- 2024 NEO payouts reflected the above result; Schumaker received a separate $25,000 discretionary award due to ineligibility for the 2024 plan .
Long-Term Incentive (LTI)
| Award Type | Grant Date | # of Units (Target) | Grant Value ($) | Vesting | Performance Metrics / Range |
|---|---|---|---|---|---|
| RSUs | Oct 14, 2024 | 15,798 | 700,000 | Time-based, ratable over 3 years (Oct 14, 2025/2026/2027) | n/a |
| PSUs | Oct 14, 2024 | 15,798 | 700,000 | Cliff at end of 3-year performance period ending Dec 2026 | Revenue, Operating Income Margin, ROIC; payout 0%–250% of target |
Additional details:
- Grant price context used for RSU/PSU sizing: $44.31 closing price on Oct 14, 2024 .
- Company uses 50% RSU / 50% PSU mix for executives; PSU metrics equally weighted and independently assessed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | Not listed with any beneficially owned common shares as of Mar 21, 2025; less than 1% . |
| Outstanding Unvested RSUs | 15,798 units; market value $717,229 at 12/31/2024 . |
| Outstanding Target PSUs | 15,798 units; displayed at target; market value $717,229 at 12/31/2024 (actual payout 0–250%) . |
| RSU Vesting Schedule | 5,266 shares each on Oct 14, 2025/2026/2027 (subject to continued employment) . |
| Ownership Guidelines | CFO must hold ≥3x base salary; must retain 20% of each RSU vest until compliant; 5 years to comply; new officers progressing toward requirement . |
| Hedging/Pledging | Directors and executives are prohibited from pledging, hedging, shorting, or speculative practices in Company securities . |
Employment Terms
| Term | Key Economics / Provisions |
|---|---|
| Agreement Type | Severance agreement; auto-renews in one-year terms unless terminated . |
| Severance (no CIC) | Cash equal to 100% of base salary plus achievement-level annual bonus for year of termination; COBRA health continuation for 12 months; reduced to 50% of balance if he secures other employment . |
| Severance (CIC, double-trigger) | If terminated without cause or for good reason within 2 years post-CIC: cash shown as $1,070,000 (indicative of 2x base), 18 months benefits, and accelerated vesting of RSUs/PSUs at target; amounts (as of 12/31/24): $1,070,000 cash, $38,045 benefits, $1,434,458 equity acceleration total . |
| Good Reason (CFO) | Includes material diminution of duties, >10% reduction in target compensation opportunity, relocation >50 miles, failure to renew, or material breach uncured after notice . |
| Non-Compete/Non-Solicit | During employment and for two years thereafter; confidentiality covenant of indefinite length . |
| Clawback | SEC-compliant clawback for three-year recovery period following any required financial restatement . |
| Deferred Compensation | Eligible for the nonqualified Deferred Compensation Plan (top-hat plan) . |
Performance & Track Record
- SOURCE Global (private): As CFO, contributed to transforming finance operations, established shared services in Malaysia, and “contributed significantly to the quadrupling of revenue growth” during ~2.5-year tenure .
- BHE 2024 performance (pre-hire baseline for his incentive framework): Revenue $2,656.1M; Net income $63.3M; $100 TSR value $149.30 vs Peer Index $375.27 .
- 2024 AIP results (he was ineligible): aggregate payout factor 94.52% of target; corporate actuals met/exceeded thresholds with strong inventory improvement vs target .
Compensation Structure Analysis
- Cash vs Equity Mix: New-hire LTI award comprised 50% RSUs (time-based) and 50% PSUs (performance-based), aligning pay more with long-term performance vs guaranteed cash; RSUs now vest over 3 years (from 2024 change) improving market alignment and retention leverage .
- Performance Rigor: PSUs tied to revenue, operating income margin, and ROIC with 0–250% payout range; 2022–2024 PSU cycle paid below target (43.55% of target), indicating a pay-for-performance relationship .
- Governance Safeguards: Double-trigger CIC vesting, no tax gross-ups beyond qualified relocation, anti-hedging/pledging rules, clawback in place .
Compensation Peer Group (for program calibration)
Belden; Celestica; Coherent (COHR); Curtiss-Wright; Fabrinet; Insight Enterprises; Itron; Kimball Electronics; Littelfuse; Methode Electronics; OSI Systems; Plexus; Sanmina; ScanSource; TTM Technologies (revenues ~$1.2B–$9.9B; median $2.6B) .
Say-on-Pay & Shareholder Feedback
Say-on-pay received >96% support at the 2024 annual meeting; the Human Capital and Compensation Committee maintained its philosophy and did not significantly alter practices for 2024 given strong support .
Risk Indicators & Red Flags
- Related Party Transactions: None in the last year .
- Section 16 Compliance: All timely for 2024 except an interim CFO Form 3; no issues noted for Schumaker .
- Hedging/Pledging: Prohibited (reduces alignment risk) .
- AIP Discretion: A $25,000 discretionary bonus was granted due to ineligibility for 2024 plan; not indicative of systemic discretion use given programmatic rigor and below-target PSU cycle payout .
Equity Vesting & Potential Insider Selling Pressure
| Vesting Event | Units | Notes |
|---|---|---|
| Oct 14, 2025 (RSU) | 5,266 | First vest from 2024 RSUs; subject to 20% retention until 3x salary guideline met . |
| Oct 14, 2026 (RSU) | 5,266 | Second tranche . |
| Dec 31, 2026 (PSU) | 15,798 target (0–250% actual) | Vests after performance certification; metrics: Revenue, OI Margin, ROIC . |
| Oct 14, 2027 (RSU) | 5,266 | Final tranche . |
Implications: Annual RSU vests each October could create periodic supply; however, retention requirements (20% until 3x salary) and anti-hedging/pledging policies temper near-term net saleability .
Employment Terms (Severance & CIC Economics Snapshot as of 12/31/2024)
| Scenario | Cash | Benefits | Equity | Total (illustrative) |
|---|---|---|---|---|
| Involuntary (No CIC) | $535,000 | $25,363 | — | $560,363 |
| Double-trigger CIC | $1,070,000 | $38,045 | $1,434,458 | $2,542,503 |
Notes: Non-CIC severance also includes the “achievement level” annual bonus for the full year of termination, payable when bonuses are otherwise paid; CIC treatment includes full acceleration with PSUs at target in the table illustration .
Investment Implications
- Alignment improving: New-hire package balanced between time-based RSUs and performance-based PSUs tied to revenue/margin/ROIC with a broad 0–250% range, and with strong governance (double-trigger, clawback, anti-pledge/hedge), indicating disciplined pay-for-performance design .
- Retention risk low near-term: Three-year RSU vesting and five-year ownership guideline with 20% retention on vests create stickiness; severance provides standard protection without shareholder-unfriendly gross-ups .
- Selling pressure windows: Expect October RSU vesting events; retention and guidelines reduce net sellable shares, but monitor Form 4s around those windows; PSU vest at end-2026 may be a larger supply event depending on performance .
- Execution upside: Prior record of scaling/transforming finance functions and growth exposure (renewables and manufacturing) could aid BHE margin/ROIC priorities embedded in incentives; 2022 PSU cycle paying below target underscores metric rigor and ties to results .