Stephen J. Beaver

About Stephen J. Beaver

Stephen J. Beaver, 53, is Senior Vice President, General Counsel and Chief Legal Officer, and Corporate Secretary at Benchmark Electronics (BHE). He has served as CLO since December 2020 and Corporate Secretary and executive leadership team member since August 2018; prior roles include VP, General Counsel & Corporate Secretary at BHE (2018–2020), and GC roles at Aspect Software (2013–2018), TPI Composites (2008–2013) and Swift Transportation (2004–2008). He holds a BA in Communications (University of Arizona, 1993) and a JD (Marquette University Law School, 1998) . During his tenure on the leadership team, BHE emphasized margin improvement, steady earnings/cash flow, and significant inventory reduction in 2024; company performance showed revenue of $2.656B and net income of $63.3M in 2024 (vs. $2.839B and $64.3M in 2023), and cumulative TSR improved to 149.30 in 2024 (from 89.35 in 2023) .

Past Roles

External Roles

• No public company directorships or external board roles disclosed for Mr. Beaver .

Fixed Compensation

• 2024 base salary merit increase to $464,489 effective October (2% YoY; table reflects paid salary); 2023 salary was $455,381 .
• Perquisites (2024): $9,053 (financial planning $4,185; health club $2,700; executive physical $2,168); also 401(k) match and deferred comp contributions included in “All Other” .
• No pension/SERP; standard U.S. 401(k) with 100% match up to 4%; nonqualified Deferred Compensation Plan available .

Performance Compensation

Annual Cash Incentive (2024 Plan Design and Results)

• Target opportunity: 65% of base salary; range 32.5% (threshold) to 130% (max) .
• Metrics and corporate weighting: Revenue (40%), Adjusted Operating Income (45%), Adjusted Inventory (15%) .
• Corporate results achieved 94.52% of target in aggregate; Beaver’s payout equaled 61.4% of salary with component contributions shown below .

Notes: “Adjusted Operating Income” excludes certain one-time items and intangible amortization; “Adjusted Inventory” is defined as inventories + contract assets − customer advances at year-end, subject to adjustments .

Long-Term Equity (PSUs and RSUs)

• Mix and cadence: 50% PSUs (at target) and 50% RSUs in 2024; RSUs vest over 3 years (changed from 4-year schedule beginning with 2024 grants) .
• 2024 grants to Beaver: 15,193 target PSUs ($450,000) and 15,193 RSUs ($450,000) on Feb 22, 2024 (stock price $29.62); PSUs have 0–250% payout range .
• PSU metrics and weighting: Revenue, Operating Income Margin, and ROIC, equally weighted; 3-year performance period ending Dec 2026; vest based on outcomes .

• 2022–2024 PSU result: 43.55% of target earned based on Revenue, Operating Income Margin, and ROIC outcomes (below target) .

Equity Ownership & Alignment

• Beneficial ownership: 59,342 BHE common shares (less than 1% individually); shares outstanding 36,095,562 as of Mar 21, 2025 ⇒ ~0.16% ownership .
• Outstanding/Unvested equity (12/31/2024): 37,920 RSUs (market value $1,721,568) and 38,449 target PSUs (market value $1,745,585) .
• Upcoming RSU vesting schedule (subject to continued service):

• Ownership guidelines: CEO 5x salary; CFO 3x; other NEOs (incl. CLO) 2x salary; retain 20% of each RSU vesting until compliance; all NEOs compliant or progressing .
• Anti-hedging/pledging: Directors and executives prohibited from hedging, shorting, or pledging company stock; transactions governed by Securities Trading Policy (10b5-1 permitted when properly adopted) .
• Deferred compensation: 2024 registrant contribution $16,556; year-end aggregate balance $69,550 .

Employment Terms

• Agreement type: Severance agreement auto-renews annually; includes 2-year non-compete and non-solicit and indefinite confidentiality; also prohibits customer diversion during employment and two years thereafter .
• Severance (without cause/for good reason): 1x annual base salary plus achievement-level annual bonus; 12 months health insurance continuation .
• Change in control (double-trigger within 24 months): Lump-sum cash, continued benefits, and accelerated vesting of RSUs and PSUs upon qualifying termination; 280G cutback applies if needed .

• Clawback: Dodd-Frank compliant 3-year recovery of erroneously awarded incentive compensation upon financial restatement (no indemnification) .
• No SERP; no option repricing/exchange without shareholder approval; no tax gross-ups (other than qualified relocation) .

Investment Implications

• Pay-for-performance alignment: Beaver’s 2024 bonus paid at 61.4% of salary, consistent with corporate plan achievement at 94.52% of target—below target on revenue and AOI, above target on inventory reduction, indicating discipline on working capital stewardship .
• Equity exposure and vesting cadence: Significant unvested RSUs and PSUs (≈76k target shares) with clustered RSU vesting in February each year (notably Feb 2025–2027), which can create periodic sell pressure for tax/portfolio reasons within trading windows; hedging/pledging prohibitions mitigate misalignment risk .
• Retention and change-in-control protection: Standard 1x salary+bonus severance (vs. higher CEO multiple), 2-year restrictive covenants, and double-trigger CoC acceleration—balanced retention package without shareholder-unfriendly features like tax gross-ups or SERP .
• Governance and shareholder sentiment: Strong say-on-pay support (96% in 2024; ~97% in 2023) and robust clawback/trading controls reduce governance risk signals .
• Company execution backdrop: 2024 focus on margin expansion, steady earnings/cash flow, and materially lower inventory, with TSR recovery in 2024; PSU metrics (Revenue, OI margin, ROIC) and below-target 2022–2024 PSU payouts (43.55% of target) indicate rigor in long-term incentives and linkage to value creation .

Appendix: Key Ownership Detail

Notes on Compensation Governance

• Peer group for benchmarking includes Celestica, Sanmina, Plexus, Fabrinet, Coherent, Curtiss-Wright, Belden, Littelfuse, OSI Systems, Itron, Insight Enterprises, ScanSource, TTM Technologies, Kimball Electronics, Methode Electronics .
• Independent compensation consultant: Pearl Meyer .

Performance Compensation (Grant Detail)

Investment Monitoring Triggers

• Watch February vesting windows (Feb 19/22/23/25 annually through 2027) for potential insider share activity (subject to trading windows and 10b5-1 plans); Beaver’s 2025 RSU vest total is 15,732 shares based on scheduled lots .
• Track subsequent proxy updates to ownership guideline compliance and any changes to severance/CIC terms; company reports insider compliance and no pledging allowed .

Sources

• 2025 DEF 14A, Benchmark Electronics (filed April 4, 2025) .
• 2024 DEF 14A, Benchmark Electronics (filed April 12, 2024) for prior-year comparisons and biographies .
• 8-K (April 4, 2025) – signature and governance updates .