Jeffrey W. Benck

About Jeffrey W. Benck

Jeffrey W. Benck, age 59, is President and CEO of Benchmark Electronics, Inc. (BHE) and a director since 2019, with prior CEO roles at Lantronix and Emulex and senior leadership at QLogic and IBM; he holds an M.S. in Management of Technology (University of Miami) and a B.S. in Mechanical Engineering (RIT), and is a distinguished inventor with six U.S. patents . For 2024, pay-versus-performance disclosure shows BHE’s $100 TSR value at $149.30, revenue at $2,656,105k, and net income at $63,327k, while Benck’s Compensation Actually Paid (CAP) was $10,504,543—illustrating the program’s variable emphasis tied to financial outcomes . The most important performance measures linking executive pay to firm performance are Revenue, Operating Income Margin (Adjusted Operating Income / Revenue), and ROIC, with PSU targets designed to align management with long-term value creation .

Past Roles

External Roles

Fixed Compensation

Additional salary framework: the Human Capital & Compensation Committee approved 2% base salary increases effective Oct 2024, setting Benck’s 2024 base at $1,020,000 .

Performance Compensation

Annual Incentives (2024 plan design)

• Metrics: Total Revenue, Adjusted Operating Income, Adjusted Inventory levels .
• Grant table shows incentive payout opportunity range: Threshold $663,000; Target $1,326,000; Maximum $2,652,000 .

Note: 2024 specific metric weightings and actuals by component not disclosed; total annual incentive paid is shown above . Incentive opportunity range for Benck is disclosed via the plan-based awards table .

PSUs – Design and Results

• PSU Design: Equal weights on Revenue, Operating Income Margin, ROIC; three-year performance cycle; metrics defined with adjustments and invested capital methodology to align with long-term shareholder value .
• 2022 PSU Cycle (measured on FY2024 results): Aggregate achievement 43.55% of target, with the following goals and actuals :

2024 Equity Grants

PSU performance period ends Dec 31, 2026, with final shares determined by goal attainment; RSUs vest over three years beginning 2024 awards, supporting retention and ownership buildup .

Equity Ownership & Alignment

• Beneficial Ownership: 282,188 shares; less than 1% of outstanding; directors and officers as a group hold 774,464 shares (2.2%) .
• Ownership Guidelines: CEO must hold at least 5x base salary; NEOs must retain 20% of each RSU vest until guidelines are met; all NEOs are compliant or progressing toward the requirement (for those under five years as Section 16 officers) .
• Hedging/Pledging: Directors and executives are prohibited from pledging, hedging, or short selling company securities .

Outstanding Equity Awards (as of 12/31/2024)

2024 Stock Vested

RSU Vesting Schedule (selected dates)

Employment Terms

• Severance (no-Cause or Good Reason): Lump-sum cash equal to 2x sum of (base salary + greater of target bonus for year of termination or last annual bonus paid); pro rata vesting of time-based RSUs for elapsed service in Initial Term; performance-based awards forfeited; 18 months of company-paid health premiums; parachute tax cutback applies .
• Change-in-Control (double-trigger within 24 months): Lump-sum cash equal to 3x total cash amount; full acceleration of RSUs; PSUs vest at target; health coverage for 18 months; parachute tax cutback applies .
• Illustrative Potential Payments (as of 12/31/2024 valuation):
  • Severance Total: $10,348,204 (cash $4,692,000; insurance $38,045; RSU acceleration $5,618,159) .
  • Change-in-Control Total: $32,803,681 (cash $14,076,000; insurance $38,045; RSU+PSU acceleration $18,689,636) .
• Deferred Compensation Plan: Eligible to defer salary, bonus and other compensation; unfunded top-hat plan; fully vested contributions .
• Clawback: Restatement-based clawback policy per SEC rules .
• Perquisites: Minimal—financial planning, health club, annual physical exams .
• No tax gross-ups (other than qualified relocation expenses); no SERP; no option repricing without shareholder approval .

Board Governance and Director Service

• Board Service: Director since 2019; not independent (as CEO); all other nominees are independent per NYSE standards; Benck does not participate in HCC committee portions determining his compensation .
• Committees: Benck is not listed as a member of Audit, Human Capital & Compensation, or Nominating, Sustainability & Governance; those committees operate under Board-approved charters; HCC chaired by Robert K. Gifford; Audit chaired by Lynn A. Wentworth .
• Attendance: Board held five meetings in 2024; each director attended at least 75% of Board and committee meetings; non-employee directors meet in executive session regularly .
• Governance Practices: Anti-hedging/pledging; independent compensation consultant; double-trigger change-in-control benefits; majority independent Board .

Compensation Committee Analysis

• Committee Composition: Human Capital and Compensation Committee oversight of executive pay and incentives, informed by shareholder engagement and independent consultant .
• Peer Group Usage: Pay-versus-performance references a 10-K peer TSR group: Celestica, Flex, Jabil, Kimball Electronics, Plexus, Sanmina; competitive market review considers peer median ranges .
• Say-on-Pay: 96% approval at 2024 annual meeting; committee maintained philosophy and practices given strong support .

Performance & Track Record

• 2024 Business Execution: Enhanced margins, maintained steady earnings and cash flow, significantly reduced inventory to reinvest in growth and deliver shareholder value .
• Pay vs Performance (CEO CAP, TSR, financials):
  • 2024: CAP $10,504,543; BHE $100 TSR value $149.30; Net Income $63,327k; Revenue $2,656,105k .
  • 2023: CAP $4,425,392; $100 TSR value $89.35; Net Income $64,315k; Revenue $2,838,976k .
  • 2022: CAP $8,543,236; $100 TSR value $84.06; Net Income $68,229k; Revenue $2,886,331k .

Compensation Structure Signals

• Variable emphasis: Significant equity and performance-based pay; RSUs shifted to three-year vesting beginning 2024; PSUs on three-year cycles; at-risk components drive alignment .
• No repricing; no SERP; limited perqs; anti-hedging/pledging; double-trigger CIC; excise tax cutbacks—shareholder-friendly governance .
• Annual incentive metrics include Inventory alongside revenue and operating income—emphasis on working capital discipline and margin quality .

Equity Ownership & Alignment Summary

Employment Terms Summary

Investment Implications

• Alignment: Strong variable pay mix with PSUs on revenue, operating margin, and ROIC plus anti-hedging/pledging and robust ownership guidelines indicate high alignment; CEO equity overhang includes material unvested RSUs/PSUs that can create disciplined execution incentives but also potential selling pressure around vest dates .
• Retention/Exit Economics: Two-times cash severance, three-times under CIC with full equity acceleration at target could be meaningful in strategic scenarios; cutback provisions reduce tax gross-up risks; expect stock overhang dynamics under CIC .
• Performance Risk: 2022 PSU cycle vested at 43.55% of target due to underperformance against revenue, margin, and ROIC goals—suggesting rigorous hurdles and execution sensitivity; watch inventory, adjusted operating income and ROIC trends in 2025–2026 PSU cycles .
• Governance: CEO also serves as director but is the only non-independent director; committee independence, executive sessions, and strong say-on-pay support (96%) mitigate dual-role concerns and signal shareholder confidence in the program .
• Trading Signals: Upcoming RSU vesting dates clustered each February may coincide with potential 10b5-1 activity; anti-hedging/pledging and ownership retention requirements limit aggressive disposition but monitor Form 4 filings around vest dates for supply effects .