Lynn A. Wentworth
BENCHMARK ELECTRONICSAbout Lynn A. Wentworth
Lynn A. Wentworth, 66, has served on Benchmark Electronics, Inc.’s board since 2021; she chairs the Audit Committee and is a member of the Nominating, Sustainability & Governance Committee. She is an SEC-defined “audit committee financial expert,” and her credentials include prior CFO roles (BlueLinx) and senior finance and treasury posts at BellSouth; she holds degrees from Babson (BS), Bentley (MS in Taxation), and Georgia State (MBA), and completed climate certification in 2024 through Competent Boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BlueLinx Holdings Inc. (NYSE: BXC) | SVP, CFO & Treasurer | Through 2008 (retirement) | Enterprise finance leadership; public-company CFO experience |
| BellSouth Corporation | VP & CFO, Communications Group; VP Treasurer; multiple finance/ops roles | 1985–2007 | Broad finance, investor relations, treasury, planning experience |
| Coopers & Lybrand | Audit and Tax | Early career | Foundational public accounting, audit/tax expertise |
External Roles
| Organization | Ticker | Role | Committees | Tenure/Notes |
|---|---|---|---|---|
| Lineage | NASDAQ: LINE | Lead Independent Director | Audit; Compensation (prev. Audit Chair) | Current; global temperature-controlled REIT/logistics |
| Graphic Packaging Holding Company | NYSE: GPK | Director | Chair, Compensation & Management Development; (prev.) Audit Chair; Nom/Gov member | Current |
| CyrusOne, Inc. | Former: NASDAQ (acquired Mar-2023) | Director; Chair of Board (since May-2021); Audit Chair | Audit | 2014–Mar 2023 (acquired by KKR/GIP) |
| Cincinnati Bell, Inc. | (acquired Sep-2021) | Director; Chair of Board (since May-2019); Audit Chair | Audit | 2008–Sep 2021 (acquired by Macquarie) |
Board Governance
- Independence: Board determined all nominees other than CEO are independent; this includes Wentworth .
- Committee leadership: Audit Chair; member, Nominating, Sustainability & Governance (NSG) .
- Audit committee financial expert designation (SEC): Wentworth and Lamneck qualify .
- Board/committee activity and attendance: Board met 5 times in 2024; each director attended ≥75% of Board/committee meetings; the Audit Committee held 8 meetings; Human Capital & Compensation 4; NSG 4. Non-employee directors meet regularly in executive session without management .
| Governance Element | Detail |
|---|---|
| Board Chair/CEO structure | Roles separated; independent Board Chair aligns with independent oversight |
| Cybersecurity oversight | Quarterly updates to Audit Committee from CDIO/CISO |
| Executive sessions | Regular independent-director sessions (pre/post meetings) |
| Related-party transactions | None since start of prior year; Board reviews any >$120k related-party items |
Fixed Compensation
- Cash fees (2024 program): Annual Board retainer $70,000; Audit Chair retainer $30,000; Audit Member $10,000; NSG Chair $15,000; NSG Member $7,500; Board Chair $90,000 .
- Equity: RSU grant value increased to $170,000 per non-employee director starting in 2024; one-year vest; pro-rata grants for mid-year appointments .
| Component | Amount/Structure |
|---|---|
| Annual Board retainer (cash) | $70,000 |
| Audit Committee Chair retainer (cash) | $30,000 |
| Audit Committee Member retainer (cash) | $10,000 |
| NSG Committee Chair retainer (cash) | $15,000 |
| NSG Committee Member retainer (cash) | $7,500 |
| Board Chair retainer (cash) | $90,000 |
| Annual RSU grant | $170,000; vests 1 year |
Director-specific 2024 compensation (Wentworth):
| Year | Fees Earned (Cash) | Stock Awards (RSUs) | Total |
|---|---|---|---|
| 2024 | $98,125 | $170,000 | $268,125 |
| Unvested RSUs at 12/31/2024 | 4,038 units |
Performance Compensation
Non-employee directors receive time-based RSUs; no performance-conditioned director awards or options were granted in 2024. No director performance metrics disclosed for equity vesting .
Other Directorships & Interlocks
| Counterparty | Nature | Potential Interlock/Comment |
|---|---|---|
| Graphic Packaging (GPK) | Wentworth chairs Compensation & MD Committee | BHE Board Chair David W. Scheible is former GPK CEO/Chair; shared network may aid information flow; no related-party transactions reported by BHE |
| Lineage (LINE) | Wentworth Lead Independent Director | Different industry (REIT/logistics); no BHE conflicts disclosed |
| CyrusOne; Cincinnati Bell | Prior board chair roles | Historical governance leadership; not current BHE counterparty |
Expertise & Qualifications
- Financial/audit expertise: SEC “audit committee financial expert”; former public-company CFO; deep internal controls, reporting, and ERM oversight .
- Industry breadth: Telecom, packaging, logistics/industrial REITs; enhances supplier/customer and operations insight .
- ESG/climate competence: Climate certification (2024); member of NSG overseeing sustainability .
- Risk oversight: Audit Committee mandate includes financial reporting, compliance, ERM, and cybersecurity oversight .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Beneficially owned shares | 21,891 (includes RSUs vesting within 60 days) |
| RSUs vesting within 60 days | 4,038 |
| Unvested RSUs (12/31/2024) | 4,038 |
| % of outstanding shares | <1% |
| Director stock ownership guideline | $350,000 minimum ownership within five years; all Directors in compliance |
| Hedging/pledging policy | Prohibited for directors/executives |
| Section 16 compliance | All timely in 2024; one late Form 3 was an interim CFO, not Wentworth |
Say-on-Pay & Shareholder Feedback
| Metric | 2023 | 2024 |
|---|---|---|
| Say-on-Pay approval (%) | ~97% | >96% |
Management response: Continued pay-for-performance design; no significant changes following strong support .
Governance Assessment
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Strengths
- Audit Committee leadership with SEC financial expert status; strong finance and audit background supports robust oversight of reporting, controls, ERM, and cybersecurity .
- Clear independence; separation of Chair/CEO; regular executive sessions reinforce board effectiveness .
- Attendance and engagement: Board met 5 times; Audit met 8; Wentworth’s roles indicate high engagement; all directors ≥75% attendance .
- Alignment: Director ownership guideline ($350k) and annual RSU grants; Wentworth holds 21,891 shares with upcoming RSU vesting; hedging/pledging prohibited .
- Shareholder confidence: Strong say-on-pay approvals (96–97%) signal investor support for governance and compensation approach .
- No related-party transactions; clean Section 16 reporting for directors .
-
Watch items
- Multiple external board commitments (Lineage, GPK); monitor workload and potential scheduling risks; no BHE attendance issues reported; no conflicts disclosed .
- Historical interlock potential via GPK with BHE Board Chair’s prior executive tenure; no transactions disclosed; continue to monitor for perceived conflicts .
-
Policies/controls
- Clawback policy for executives updated per SEC rules (2023); supports culture of accountability .
- Cybersecurity oversight embedded in Audit Committee remit with quarterly reporting .
- Sustainability oversight in NSG; transparency via Sustainability Report .
Overall, governance signals for Wentworth at BHE are positive: independent audit leadership, strong financial oversight credentials, and alignment policies with no related-party or pledging red flags, supporting investor confidence in board effectiveness .