Robert K. Gifford
BENCHMARK ELECTRONICSAbout Robert K. Gifford
Independent director of Benchmark Electronics, Inc. since 2016; age 67 as of the 2025 proxy. Chairs the Human Capital and Compensation Committee and serves on the Nominating, Sustainability and Governance Committee. Education: MBA, Texas A&M University (2006); BS in Manufacturing Management, San Jose State University (1996). Core credentials: global supply chain leadership across Fortune 100 technology and manufacturing companies. Note: The Company reported Mr. Gifford’s unexpected passing on October 7, 2025; Dr. Michael Slessor was appointed to the Board the same day .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BeachBody LLC | Chief Operating Officer | Mar 2017 – Apr 2022 | Operations leadership for consumer fitness company |
| Siemens Healthineers (Ultrasound Division) | Head of Operations & Quality | Jun 2016 – Feb 2018 | Medical technology operations and quality oversight |
| Ingram Micro Inc. | Senior EVP & President, Supply Chain Solutions; previously EVP Global Logistics | 2010 – Jun 2015 | Led global distribution/logistics; technology sales & supply chain |
| Ecolab Inc. | SVP Global Supply Chain; VP North America Chemical & Global Equipment Supply Chain | (Prior to 2010; years not disclosed) | Led supply chain functions in chemicals and equipment |
| HP Inc. (formerly Hewlett-Packard; via Compaq) | VP Worldwide Logistics; Program Manager (progressed from early roles) | Since 1996 (BS 1996) | Global logistics leadership for Fortune 100 tech company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships or committee roles disclosed |
Board Governance
- Committees: Chair, Human Capital & Compensation (HCC); Member, Nominating, Sustainability & Governance (NSG). Audit Committee is chaired by Lynn A. Wentworth; NSG is chaired by Kenneth T. Lamneck .
- Independence: Board states all directors are independent except the CEO; NSG members are NYSE-independent; HCC members are independent with no interlocks .
- Meetings and attendance: Board met 5 times in 2024; Audit held 8 meetings; HCC and NSG held 4 each. Each director attended at least 75% of Board and committee meetings. Non-employee directors meet regularly in executive session without management .
- Related-party transactions: None since the beginning of last year; Board reviews any proposed related-party transactions, though there is no formal written policy (Board relies on case-by-case review) .
| Committee | Role | Meetings Held (2024) |
|---|---|---|
| Human Capital & Compensation | Chair | 4 |
| Nominating, Sustainability & Governance | Member | 4 |
Fixed Compensation
- Program structure (effective August 2024): Cash retainers plus annual RSU grant. Increases approved for Board Chair (+$10,000), Audit Chair (+$5,000), and RSU grant value ($170,000 per director at annual meeting) .
- 2024 cash program details: Board retainer $70,000; HCC Chair $22,500; HCC Member $10,000; NSG Chair $15,000; NSG Member $7,500; Audit Chair $30,000; Audit Member $10,000; Board Chair retainer $90,000 .
- 2024 director cash compensation (individual): Gifford fees earned/pd in cash $100,000 .
| Component | Amount (USD) |
|---|---|
| Annual Board Retainer | $70,000 |
| HCC Chair Retainer | $22,500 |
| NSG Member Retainer | $7,500 |
| Total 2024 Cash (Gifford) | $100,000 |
Performance Compensation
- Equity awards: Annual RSU grant valued at $170,000 (closing price on grant date), vesting over one year; mid-year directors receive pro rata RSUs. No stock options granted to directors in 2024; no nonequity incentive plan, pension or nonqualified deferred compensation for directors .
- Ownership alignment: Non-employee directors must own $350,000 in shares (5x board retainer) within five years; all directors are in compliance (including those progressing to the threshold) .
| Equity Metric | Detail |
|---|---|
| 2024 RSU Grant Value (Annual) | $170,000; vests over 1 year |
| Unvested RSUs at 12/31/2024 (Gifford) | 4,038 units |
| Options | None granted to directors in 2024 |
| Director Ownership Guideline | $350,000 (5x board retainer) within 5 years; all directors in compliance |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards (current) | None disclosed beyond BHE |
| Committee interlocks (HCC) | No interlocks in 2024; all HCC members independent and never employed by the Company |
Expertise & Qualifications
- Board qualification: Recognized for leading global supply chain systems in technology industries; brings operational excellence and logistics expertise relevant to EMS and supply chain-intensive businesses .
- Education: MBA (Texas A&M, 2006); BS in Manufacturing Management (San Jose State, 1996) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Robert K. Gifford | 49,546 | <1% | Includes 4,038 shares to be acquired upon RSU vesting within 60 days of March 21, 2025 |
- Hedging/pledging: Directors and executives are prohibited from pledging, hedging, short-selling, or speculative practices in Company securities; company maintains a securities trading policy .
Governance Assessment
- Strengths:
- Independence and leadership: Gifford served as an independent director and HCC Chair, with the committee operating under a written charter; all committee members independent; regular executive sessions signal robust oversight .
- Alignment: Mandatory director ownership ($350,000 within five years) and annual RSU grants provide skin-in-the-game; no options or performance-free cash beyond committee/board retainers; hedging/pledging prohibited .
- Conflicts: No related-party transactions and no compensation interlocks in 2024; Section 16 filings timely (exception pertains to interim CFO, not Gifford) .
- Watch items:
- Related-party policy: Board lacks a formal written policy for related-party transactions (case-by-case approach); while none occurred, the absence of a formal policy is a minor governance weakness. » RED FLAG (policy gap) .
- Board continuity: Company disclosed the unexpected passing of Mr. Gifford on October 7, 2025 and immediate appointment of Dr. Slessor; succession response was prompt, but transition risk around HCC leadership and board workload is non-trivial. » RED FLAG (continuity) .
- Implications for investors: Prior oversight of executive pay, human capital, and equity plans under Gifford’s chairship appeared conservative (no meeting-fee excesses, no options, structured RSUs), supporting confidence in pay-for-performance architecture; monitoring of HCC composition and chair succession post-October 2025 is advisable .
Summary: Gifford’s tenure emphasized independent oversight, supply-chain-informed operational judgment, and aligned director pay. The Board’s rapid transition after his passing mitigates near-term governance risk, though formalizing related-party policies and confirming HCC leadership continuity will further strengthen investor confidence .