Glynis A. Bryan
BENCHMARK ELECTRONICSAbout Glynis A. Bryan
Glynis A. Bryan (age 66) was elected as an independent director of Benchmark Electronics (BHE) at the May 14, 2025 annual meeting; she is proposed to serve on the Human Capital and Compensation Committee. She brings deep finance and governance experience as former CFO of Insight Enterprises (2007–2024), and holds an MBA from Florida International University and a BA from York University . She was elected with 31,956,003 votes “For,” 522,416 “Against,” and 63,840 “Abstain” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Insight Enterprises, Inc. (NASDAQ:NSIT) | Chief Financial Officer | 2007–2024 | Led capital markets, M&A, risk management, technology transformation, strategic planning |
| Swift Transportation | Chief Financial Officer | 2005–2007 | CFO of American truckload carrier |
External Roles
| Organization | Role | Since | Committees |
|---|---|---|---|
| Pinnacle West Capital (NYSE:PNW) | Director | Current | Audit; Finance; Nuclear & Operating |
| Wesco International (NYSE:WCC) | Director | Current | Audit |
| Ameriprise Financial (NYSE:AMP) | Director | Current | Audit & Risk |
| Insight Enterprises (NASDAQ:NSIT) | Executive Vice President | Current | Senior executive role (former CFO) |
Board Governance
- Committee assignment: Proposed member, Human Capital and Compensation Committee .
- Independence: Board determined all nominees other than the CEO are independent; Bryan qualifies as independent under NYSE standards .
- Attendance: The Board held 5 meetings in 2024; each director attended at least 75% of Board and applicable committees. Committee meetings held: Audit (8), Human Capital & Compensation (4), Nominating, Sustainability & Governance (4) .
- Election outcome (confidence signal): Bryan received 31,956,003 “For,” 522,416 “Against,” 63,840 “Abstain” votes at the 2025 meeting .
- Say‑on‑Pay context: 2024 say‑on‑pay passed with over 96% support; 2025 vote tallied 30,628,161 “For,” 1,886,148 “Against,” 27,950 “Abstain” .
- Executive sessions: Non‑employee directors meet in executive session without management .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (non‑employee director) | $70,000 | Paid in cash; quarterly pro‑rata |
| Non‑Executive Board Chair Retainer | $90,000 | Increased effective Aug 2024 |
| Audit Committee Chair Retainer | $30,000 | Increased effective Aug 2024 |
| Audit Committee Member Retainer | $10,000 | |
| Human Capital & Compensation Committee Chair Retainer | $22,500 | |
| Human Capital & Compensation Committee Member Retainer | $10,000 | |
| Nominating, Sustainability & Governance Chair Retainer | $15,000 | |
| Nominating, Sustainability & Governance Member Retainer | $7,500 |
Directors also receive reimbursement for reasonable travel expenses .
Performance Compensation
| Component | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| Annual RSU award (non‑employee director) | $170,000 | 1‑year vest from grant date (annual meeting) | None (time‑based RSUs, no PSUs/options for directors disclosed) |
- 2024 director RSUs granted in aggregate: 32,304 RSUs; each non‑employee director had 4,038 unvested RSUs at 12/31/2024 .
- Policy: RSU award granted on the date of the annual shareholders meeting (pro‑rated if elected off‑cycle) .
Other Directorships & Interlocks
| Connection | Detail | Governance Consideration |
|---|---|---|
| Current EVP at Insight (NSIT) | Bryan is EVP; previously CFO (2007–2024) | BHE’s executive compensation peer group explicitly includes Insight Enterprises, Inc. (2024/2025 program) —as Bryan joins the Human Capital & Compensation Committee, investors may monitor any influence or perception of bias from her employer’s inclusion in BHE’s peer benchmarking. |
| Shared industry ties | Kenneth Lamneck (BHE director) is retired CEO of Insight | Not a disclosed related‑party transaction; Board determined independence under NYSE rules . No related‑party transactions reported . |
Expertise & Qualifications
- Financial expert: Extensive CFO and audit committee experience across multiple public companies .
- Risk, capital markets, M&A, and strategic planning expertise aligned to BHE’s oversight needs .
- Governance depth: Active committee roles (audit, risk, finance; nuclear operations) across diversified sectors .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Glynis A. Bryan | 0 | 0% | As of March 21, 2025; non‑employee director RSU grants vest over 1 year and contribute to ownership over time |
- Director stock ownership guidelines: Minimum $350,000 in BHE shares within 5 years of joining the Board (5x annual board retainer); all directors are in compliance or progressing toward the required amount .
- Hedging/pledging: Prohibited for directors and executives .
Governance Assessment
-
Strengths
- Independent status and strong finance/audit governance track record across regulated sectors (utilities, financials, industrials) .
- Clear director compensation policy emphasizing equity alignment (annual $170k RSUs) and ownership guidelines to build skin‑in‑the‑game .
- No related‑party transactions disclosed; robust anti‑hedging/pledging policy .
- Shareholder support signals: resoundingly favorable director election and solid Say‑on‑Pay outcomes .
-
Watch‑items / potential red flags
- Interlock/perception risk: Bryan is a current EVP at Insight while BHE’s compensation peer group includes Insight; and BHE director Lamneck is Insight’s former CEO. As Bryan is slated for the Human Capital & Compensation Committee, investors may scrutinize peer selection rigor and consultant independence (Pearl Meyer retained) .
- Time commitments: Simultaneous service on three public boards (PNW/WCC/AMP) plus a senior executive role, now adding BHE, may raise overboarding concerns for some shareholders depending on their policies; Board has affirmed independence and no attendance issues were reported for 2024 directors (Bryan is new) .
- Initial alignment: Beneficial ownership shows 0 shares at record date; equity grant and guideline policy should increase alignment over the next 1–5 years .
-
Compensation committee governance
- Committee is fully independent; uses an external consultant (Pearl Meyer); maintains best‑practice policies including double‑trigger change‑in‑control vesting, clawback, and anti‑hedging/pledging .
-
Shareholder engagement
- Strong historical Say‑on‑Pay support (96%+ in 2024) and continuing favorable results in 2025 reflect investor confidence in pay‑for‑performance constructs .
No insider Form 4 transactions for Bryan were disclosed within the BHE proxy materials; beneficial ownership is disclosed as of the record date. We will monitor future filings for Form 3/4 activity as RSUs are granted/vested .
Appendix: Committee Meetings and 2025 Vote Signal
| Committee | 2024 Meetings Held |
|---|---|
| Audit | 8 |
| Human Capital & Compensation | 4 |
| Nominating, Sustainability & Governance | 4 |
| 2025 Annual Meeting Item | For | Against | Abstain | Non‑Vote |
|---|---|---|---|---|
| Glynis A. Bryan – Director Election | 31,956,003 | 522,416 | 63,840 | 830,196 |
| Say‑on‑Pay | 30,628,161 | 1,886,148 | 27,950 | 830,196 |