David A. Clark
BENCHMARK ELECTRONICSAbout David A. Clark
David A. Clark, 64, is Senior Vice President and Chief Procurement Officer at Benchmark Electronics (BHE) since September 2021, responsible for all aspects of supply chain management and leading the organization in leveraging an optimized global supply chain . He brings 25+ years of EMS and technology industry experience, including leadership roles at Alvarez & Marsal (CPO), Celestica (VP, Supply Chain Management), Plexus (VP, Supply Chain Management), and OEM experience at Texas Instruments and Hitachi; he attended Arizona State University’s W. P. Carey School of Business and sits on its Dean’s Council . Company performance context: 2024 revenue was $2,656 million and net income was $63.3 million; the BHE total shareholder return index value was 149.30 for 2024 (initial $100 framework) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Alvarez & Marsal | Chief Procurement Officer | Apr 2018–Aug 2021 | Not disclosed |
| Celestica | Vice President, Supply Chain Management | Dec 2012–Apr 2018 | Not disclosed |
| Plexus | Vice President, Supply Chain Management | Apr 1995–Sep 2012 | Not disclosed |
| Texas Instruments; Hitachi | OEM semiconductor roles | Not disclosed | Not disclosed |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Arizona State University, W. P. Carey School of Business | Dean’s Council | Current | External academic advisory role |
Fixed Compensation
- Not individually disclosed for Clark (he is not listed among Named Executive Officers in the proxy’s compensation tables) .
Company-wide reference (context for executive pay structure, not specific to Clark):
- 2024 base salary adjustments for NEOs were generally +2%; increases effective October 2024 for those executives .
- Pay governance practices include no tax gross-ups (except qualified relocation), double-trigger CoC vesting, independent consultant, and anti-hedging/anti-pledging policies .
Performance Compensation
Company executive incentive design (applies to NEOs; specific participation by Clark is not disclosed):
- Annual incentive plan metrics and weights (2024): Revenue (40%), Adjusted Operating Income (45%), Adjusted Inventory (15%). Aggregate achievement for 2024 was 94.52% of target .
| Metric | Threshold | Target | Maximum | Actual | Achievement to Target |
|---|---|---|---|---|---|
| Revenue ($) | 2.527 billion | 2.808 billion | 3.067 billion | 2.656 billion | 72.95% |
| Adjusted Operating Income ($) | 108.0 million | 129.2 million | 151.2 million | 122.0 million | 83.09% |
| Adjusted Inventory ($) | 668.2 million | 636.4 million | 568.3 million | 577.6 million | 186.34% |
Long-term incentives (structure):
- RSUs vest over 3 years at 33% per year for awards granted beginning in 2024 (changed from prior 4-year schedule) .
- PSUs use a 3-year performance period with payout range 0–250% of target, based on Revenue, Operating Income Margin, and ROIC, assessed equally and independently .
2022 PSU award performance outcome (context):
| Metric | Threshold (50%) | Target (100%) | Maximum (250%) | Actual |
|---|---|---|---|---|
| Revenue ($) | 2.527 billion | 2.956 billion | 3.399 billion | 2.656 billion |
| Operating Income Margin (%) | 4.41% | 5.00% | 5.59% | 4.59% |
| ROIC (%) | 11.90% | 14.00% | 16.11% | 9.87% |
- Result: 2022 PSU awards paid at 43.55% of target based on these outcomes .
2024 business performance highlights (operational drivers for incentives):
- Management cites enhanced margins, steady earnings and cash flow, and significant inventory reduction in 2024; these improvements supported reinvestment and value delivery .
Equity Ownership & Alignment
- Beneficial ownership: Clark’s individual holdings are not disclosed in the proxy’s ownership table; directors/nominees/exec officers as a group (18 persons) owned 774,464 shares, or 2.2% of shares outstanding, as of March 21, 2025 .
- Hedging and pledging: Directors and executives are prohibited from pledging, hedging, short sales, or other speculative practices in BHE securities (reduces misalignment risk) .
- Ownership guidelines: For Section 16 officers, guidelines require minimum holdings within 5 years of becoming a Section 16 officer—CEO 5x salary, CFO 3x, other NEOs 2x; policy updated August 2024. Applicability to Clark is not disclosed in the proxy (depends on Section 16 status) .
Employment Terms
- Severance/change-in-control: The proxy discloses an employment agreement for the CEO and severance agreements for certain executives (CFO, Interim CFO, CCO, COO, CLO), but no agreement for Clark is described; non-compete (two years) and non-solicit apply to executives with those agreements .
- Clawback: Updated clawback policy adopted in 2023 requires recoupment of erroneously awarded incentive compensation for accounting restatements over a 3-year recovery period; applies to current and former executive officers covered by the policy .
- Trading policy: Company-wide securities trading policy governs transactions; emphasizes compliance and use of 10b5-1 plans as applicable .
Investment Implications
- Alignment and incentives: Executive incentives are tied to revenue growth, margin expansion, ROIC, and inventory discipline—areas squarely within a CPO’s influence via cost, supply assurance, and working capital turns; 2024 results show strong inventory performance vs. target, supporting payout alignment to execution on supply-chain levers .
- Retention and selling pressure: Since 2024, RSUs vest over three years (vs. prior four), slightly increasing near-term vesting cadence across participating executives; while Clark’s grants aren’t disclosed, overall policy implies a steadier vest schedule that can create periodic selling windows but is mitigated by anti-hedging/pledging and trading policies .
- Transparency gap: Clark is not a Named Executive Officer, so base salary, bonus, and equity grant detail are not disclosed—this limits precision in assessing his personal pay-for-performance elasticity and change-in-control economics; no individual Form 4 data is provided in the proxy, so monitor SEC Form 4 filings directly for real-time insider activity and potential selling pressure triggers (e.g., post-vesting windows) .
- Governance and shareholder sentiment: Strong say-on-pay support (>96% in 2024) and robust compensation governance (double-trigger CoC vesting, clawback, anti-pledging) reduce governance overhang; no related-party transactions reported, which lowers conflict risk .
Key takeaway: The company’s incentive architecture emphasizes operating discipline (revenue, margin, ROIC, inventory), which aligns with Clark’s procurement mandate. However, absent individual compensation and ownership disclosures for Clark, investors should monitor future proxies and Form 4s for personal alignment, vesting overhang, and potential selling pressure as time-based awards vest under the three-year schedule.
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