Douglas M. Britt
BENCHMARK ELECTRONICSAbout Douglas M. Britt
Douglas M. Britt (age 60) has served as an independent director of Benchmark Electronics, Inc. (BHE) since 2023 and is a member of the Audit Committee. He is President and Chief Executive Officer of Boyd Corporation and previously held senior leadership roles at Flex Ltd., Future Electronics, Silicon Graphics, and Solectron, with deep EMS, supply chain, and operations experience. He holds a B.S. in business administration from California State University and has completed executive education programs in Europe, including at the University of London . The Board has determined all nominees except the CEO are independent; Britt is independent under NYSE rules . In 2024, the Board met five times and each director attended at least 75% of Board and committee meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boyd Corporation | President & CEO | 2020–present | Leads global manufacturing and engineered materials business; current operating executive experience |
| Flex Ltd. (NASDAQ: FLEX) | President, Integrated Solutions division | 2012–2020 | Led a >$20B business unit combining multiple segments; EMS industry expertise |
| Future Electronics | Corporate VP & Managing Director, Americas | 2009–2012 | Regional leadership in distribution and supply chain |
| Silicon Graphics | SVP, Worldwide Sales, Marketing, Operations | 2007–2009 | Commercial and operational leadership |
| Solectron | EVP, Sales, Operations, Supply Chain | 2000–2007 | EMS operations and supply chain leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Helios Technologies (NASDAQ: SNHY) | Director | Ongoing | Member of Compensation and Audit Committees |
| Boyd Corporation | President & CEO | 2020–present | Operating executive role; industry network and operational expertise |
Board Governance
- Committee assignments: Audit Committee member; Audit Committee met 8 times in 2024 .
- Independence: Independent director under NYSE standards (all nominees other than the CEO are independent) .
- Attendance: Each director attended ≥75% of Board and committee meetings in 2024 .
- Board structure: Chair and CEO roles separated; independent directors meet in executive session; strong governance policies and guidelines .
- Audit risk oversight: Audit Committee oversees financial reporting, internal controls, compliance, enterprise risk management, and receives quarterly cybersecurity updates .
- Shareholder support signals: Say-on-Pay passed with 96% approval in 2024; 2025 Say-on-Pay For: 30,628,161; Against: 1,886,148; Abstain: 27,950 .
Fixed Compensation
| Component | Details | Amount |
|---|---|---|
| Annual Board retainer (cash) | Non-employee director cash retainer | $70,000 |
| Audit Committee member retainer (cash) | Annual member fee | $10,000 |
| Total cash fees paid (2024) | Fees earned/paid in cash | $80,000 |
| Annual equity grant (RSUs) | Granted at annual meeting; vests over one year | $170,000 grant-date fair value |
| Unvested RSUs at 12/31/2024 | Units scheduled to vest (typically one-year) | 4,038 units |
Notes:
- In August 2024, the Board increased the RSU value for each non-employee director to $170,000 and adjusted chair retainers (Board Chair +$10k, Audit Chair +$5k) .
- RSUs vest over one year; appointment mid-year results in pro rata grants .
Performance Compensation
| Instrument | Vesting | Performance Metrics | Notes |
|---|---|---|---|
| RSUs (non-employee director) | One-year time-based vesting | None disclosed for directors | Annual grants on shareholder meeting date; no options/PSUs for directors in 2024 |
No performance-linked director equity (e.g., PSUs/options) was granted to non-employee directors in 2024; the director program is composed of cash retainers and time-based RSUs .
Other Directorships & Interlocks
| Company | Industry Relationship to BHE | Potential Interlock/Conflict Commentary |
|---|---|---|
| Helios Technologies (SNHY) | Industrial technology (hydraulics/electronics) | Britt serves on Audit and Compensation Committees; no related-party transactions disclosed by BHE for 2024 |
| Boyd Corporation | Engineered materials/manufacturing | Britt is CEO; BHE disclosed no related-party transactions since start of last year |
Policy and disclosure signal: BHE reported no related-party transactions (“Related-Party Transactions”) since the beginning of last year and prohibits pledging/hedging by directors .
Expertise & Qualifications
- EMS and supply chain leadership (Flex, Solectron, Future Electronics) .
- Global operations and strategy experience; enterprise risk management exposure via Audit Committee membership .
- Education: B.S. in business administration (California State University); executive education in Europe including University of London .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Common Shares Beneficially Owned | 13,109 | Includes 4,038 RSUs vesting within 60 days of 3/21/2025 |
| Shares Outstanding (Record Date) | 36,095,562 | As of 3/21/2025 |
| Ownership as % of Shares Outstanding | ~0.036% | Derived: 13,109 / 36,095,562; table indicates “<1%” for individuals |
| Director Ownership Guideline | $350,000 minimum within 5 years | All directors in compliance, including those progressing toward requirement |
| Hedging/Pledging | Prohibited | Directors and executives are prohibited from pledging/hedging Company stock |
Governance Assessment
-
Strengths
- Independence and Audit Committee membership support board effectiveness and financial oversight .
- Solid attendance threshold (≥75%) and established executive sessions improve accountability .
- Transparent, shareholder-aligned director pay structure (cash retainer + time-based RSUs); updated to align with market practices .
- Robust policies: Code of Conduct, clawback for executives, anti-hedging/pledging, and governance guidelines .
- Shareholder support: strong Say-on-Pay outcomes (96% in 2024; approved again in 2025), indicating investor confidence in compensation governance .
-
Potential Watch Items
- Dual role as Boyd Corporation CEO could create time allocation demands; however, BHE disclosed no related-party transactions and maintained attendance ≥75% across directors in 2024 .
- No indication of director performance-based equity; alignment relies on ownership guidelines and annual RSUs .
-
Red Flags
- None disclosed: no related-party transactions, no pledging/hedging, no delinquent Section 16(a) reports for directors in 2024 (exception noted for an interim CFO) .
Overall signal: Britt’s audit committee service, independence, and EMS domain expertise strengthen BHE’s board oversight. The absence of related-party transactions and strong shareholder support for compensation practices are positive for investor confidence .