David W. Scheible
BENCHMARK ELECTRONICSAbout David W. Scheible
David W. Scheible, age 68, has served on Benchmark Electronics’ board since 2011 and as non‑executive Chairman since March 2016. He is an Operating Advisor to the funds of Clayton, Dubilier & Rice, and previously was Chairman (May 2013–May 2016) and CEO (2007–Dec 2015) of Graphic Packaging Holding Company, after senior executive roles including COO and EVP of Commercial Operations; earlier he held executive positions at Avery Dennison (1986–1998). Scheible holds an MBA in Finance and a BS in Biochemistry from Purdue University, bringing deep leadership and global manufacturing/operations expertise to BHE’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Graphic Packaging Holding Company (NYSE:GPK) | Chairman of the Board | May 2013 – May 2016 | Led board oversight of a global packaging manufacturer; governance leadership |
| Graphic Packaging Holding Company (NYSE:GPK) | Chief Executive Officer | 2007 – Dec 2015 | Drove global operations and performance; alignment with manufacturing and supply chains |
| Graphic Packaging Holding Company (NYSE:GPK) | COO; EVP Commercial Operations | 1998 – pre‑CEO | Senior operations and commercial leadership supporting global scale |
| Avery Dennison Corporation | Executive roles | 1986 – 1998 | Global manufacturing and specialized label systems experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Clayton, Dubilier & Rice (private investment firm) | Operating Advisor to the funds | Since June 2016 | Ongoing advisory role; private equity operating perspective |
Board Governance
- Current roles: Non‑Executive Chairman; member of the Human Capital & Compensation (HCC) Committee and the Nominating, Sustainability & Governance (NS&G) Committee .
- Independence: The board determined all nominees other than the CEO are independent under NYSE/SEC rules; Scheible is independent .
- Attendance and engagement: The board met five times in 2024; each director attended at least 75% of total board and committee meetings. Committees met as follows: Audit (8), HCC (4), NS&G (4). Non‑employee directors meet regularly in executive sessions without management .
- Structure: Roles of Board Chair and CEO are separated to enhance independence; independent directors meet in executive session; strong governance policies and charters published .
- Related‑party and interlocks: No related‑party transactions since the beginning of last year; Compensation Committee interlocks—none requiring disclosure .
Fixed Compensation
| 2024 Non‑Employee Director Cash Fees (Scheible) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 170,000 |
| 2024 Non‑Employee Director Compensation Program (Cash Components) | Amount ($) |
|---|---|
| Annual Board Retainer | 70,000 |
| Annual Non‑Executive Board Chair Retainer | 90,000 |
| Audit Committee Chair Retainer | 30,000 |
| Audit Committee Member Retainer | 10,000 |
| HCC Committee Chair Retainer | 22,500 |
| HCC Committee Member Retainer | 10,000 |
| NS&G Committee Chair Retainer | 15,000 |
| NS&G Committee Member Retainer | 7,500 |
Notes:
- In August 2024, the board increased the Chair retainer by $10,000 and Audit Chair by $5,000; RSU award value increased to $170,000 per non‑employee director starting in 2024 .
Performance Compensation
| 2024 Equity Awards (Scheible) | Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|
| RSUs (annual director grant) | 4,038 | 170,000 | Vests over one year; grants made on the annual meeting date (pro‑rated if applicable) |
| Unvested RSUs at 12/31/2024 (Scheible) | Units |
|---|---|
| RSUs not yet vested | 4,038 |
Program characteristics:
- Directors receive time‑based RSUs only; no options or performance‑conditioned equity disclosed for directors in 2024 .
- Equity usage aligns non‑employee director pay with shareholder value without leveraging risk via options; no nonequity incentive plans for directors .
Other Directorships & Interlocks
| Company | Role | Status | Notes |
|---|---|---|---|
| Graphic Packaging Holding Company (NYSE:GPK) | Chairman; previously CEO | Prior | Historical network ties; another current BHE director, Lynn A. Wentworth, serves on GPK’s board and chairs its compensation & management development committee (informational network overlap; not a related‑party) |
| Other current public company boards | — | None disclosed | No current external public company directorships disclosed for Scheible beyond BHE |
Expertise & Qualifications
- Public company leadership: former CEO and Chairman; extensive operations and contracting manufacturing experience .
- Finance and strategy: MBA in Finance; board chair experience; enterprise risk and international operations expertise .
- Sector alignment: Technology manufacturing and supply chain knowledge relevant to EMS/ODM landscape .
Equity Ownership
| Beneficial Ownership (as of 3/21/2025) | Shares | % of Outstanding | Notes |
|---|---|---|---|
| David W. Scheible | 80,202 | <1% | Includes 4,038 shares to be acquired upon RSU vesting within 60 days |
| Director Ownership Guideline | — | — | Non‑employee directors must own ≥$350,000 in BHE shares within five years; all directors are in compliance (including those progressing toward the required amount) |
| Hedging/Pledging Policy | — | — | Directors prohibited from pledging, hedging, short‑selling, or speculative practices in BHE securities |
Governance Assessment
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Strengths:
- Independent, experienced non‑executive Chairman; clear separation from CEO role enhances oversight .
- Active committee participation (HCC; NS&G); regular executive sessions bolster independent challenge and accountability .
- Transparent and market‑aligned director pay with balanced cash/equity (2024: $170k cash; $170k RSUs); stronger ownership alignment via RSUs and $350k director ownership guideline .
- No related‑party transactions; no compensation committee interlocks; robust insider trading restrictions reduce alignment risks .
- Shareholder support signal: 2024 Say‑on‑Pay approval >96%, indicating constructive investor engagement (exec pay context, but supportive of board’s comp oversight) .
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Watch‑items / potential conflicts:
- Network overlap: historical leadership at Graphic Packaging where a current BHE director (Wentworth) serves; no transactions disclosed, but investors may monitor for perceived influence or information advantages across boards .
- Attendance disclosure is threshold‑based (≥75%); investors may prefer full attendance percentages; however, all directors met the requirement in 2024 .
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Overall view:
- Scheible’s chairmanship and operational background support board effectiveness in an EMS context. Compensation structure and ownership policies appear shareholder‑aligned, with no evident conflicts or red flags disclosed in the latest proxy and related filings .