James Benham
RICHARDSON ELECTRONICSAbout James Benham
James Benham, age 80, is an independent director of Richardson Electronics (RELL) serving since October 2013, with 45+ years in defense electronics and leadership roles at L‑3 Communications; he holds a BS in Chemistry (SUNY) and an MBA (Lynchburg College), completed executive programs at Wharton, Harvard, and Stanford, and is a named inventor in night vision technology . He retired in March 2013 and has since consulted to the night vision and microwave devices industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| L‑3 Communications, Narda West Division | President | 2011–2013 | Led division operations and strategy |
| L‑3 Communications, Electron Devices Division | President | ~1995–2011 (previous 16 years) | Led technology development and manufacturing in electron devices |
| Night Vision & Microwave Devices Industries | Technical & Marketing Consultant | Mar 2013–present | Industry advisor in night vision and microwave devices |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Intevac, Inc. (NASDAQ: IVAC) | Director | Jun 2015–May 2017 | Prior public company board service; no current public boards disclosed |
Board Governance
- Independence: Determined independent under Nasdaq standards; all Audit, Compensation & Governance, and Nominating committee members are independent .
- Board leadership: RELL combines Chair/CEO roles (Edward J. Richardson); Paul Plante serves as Lead Independent Director and presides over executive sessions held at each regular Board meeting .
- Attendance and engagement: Board held four regular meetings in the last fiscal year; each director attended ≥75% of Board and committee meetings during their service; Audit and Compensation & Governance committees each met four times; Nominating met once .
Committee Assignments (FY2025)
| Committee | Membership | Chair |
|---|---|---|
| Audit | Member | Chair: Paul Plante |
| Compensation & Governance | Member | Chair: Paul Plante |
| Nominating | Member | Chair: Paul Plante |
| Executive | Not a member | Chair: Edward Richardson |
Fixed Compensation
- Program structure (effective FY2025): Initial restricted stock award of $50,000; annual restricted stock retainer $50,000; quarterly cash retainer $4,500; meeting fees: $1,000 (Audit) and $750 (Board/other committees); Audit Chair receives additional $1,500 quarterly; director stock ownership guideline: $150,000 (with at least $100,000 purchased outside retainer) by Aug 1, 2027; compliance confirmed annually .
| Metric | FY2024 | FY2025 |
|---|---|---|
| Cash Fees ($) | 28,750 | 29,500 |
| Equity/Option Grants ($) | 31,650 (options) | 50,009 (restricted stock, fully vested grant-date value) |
| Total Director Compensation ($) | 60,400 | 79,509 |
Performance Compensation
- Director equity award design: Annual restricted stock grants are fully vested on grant date; no performance-vesting or metrics apply to director equity; awards subject to program terms and restrictions .
| Feature | FY2024 | FY2025 |
|---|---|---|
| Equity type | Stock options (ceased after FY2024 adoption of new program) | Restricted stock (fully vested at grant) |
| Performance metrics | None disclosed/applicable | None disclosed/applicable |
| Grant timing | Annual, typically July; retainer shares after fiscal year-end, no later than Aug 1 | Annual, typically July; retainer shares after fiscal year-end, no later than Aug 1 |
Other Directorships & Interlocks
| Company | Industry Relationship to RELL | Interlock/Conflict |
|---|---|---|
| Intevac, Inc. | No disclosed supplier/customer/competitor interlock with RELL | None disclosed; prior service only |
Expertise & Qualifications
- Technology leadership: 45+ years in defense electronics; led major electron devices businesses at L‑3; patent holder in night vision .
- Education: BS (Chemistry), State University of New York; MBA, Lynchburg College; executive programs at Wharton, Harvard, Stanford .
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Beneficial ownership – total shares (common + awards noted) | 19,206 | 29,345 |
| Common shares (held) | 5,000 | 10,000 |
| Options exercisable within 60 days | 10,000 | 10,000 |
| Restricted stock awards (fully vested at dates noted) | 4,206 (vested as of Jul 22, 2024) | 9,345 (vested as of Jul 21, 2025) |
| Percent of common class | <5% | <5% |
- Stock ownership guidelines: $150,000 minimum investment, with $100,000 purchased outside retainer, to be achieved by Aug 1, 2027; compliance confirmed annually (individual compliance not disclosed) .
Insider Trading Compliance
| Item | FY2024 | FY2025 |
|---|---|---|
| Section 16(a) compliance (directors, officers, >10% holders) | Compliant; noted late Form 4s for Wendy Diddell and Robert Ben (not Benham) | Compliant; no delinquent filings |
Governance Assessment
- Strengths: Benham’s deep technical/operational experience complements RELL’s PMT/defense-adjacent businesses; he is independent and serves on Audit, Compensation & Governance, and Nominating—key oversight committees; Board maintains executive sessions at each regular meeting, with a Lead Independent Director structure .
- Alignment: Director ownership program and fees indicate increasing equity-based alignment (shift from options in FY2024 to fully vested restricted stock and stock ownership guidelines effective FY2025) .
- Conflicts/RED FLAGS: No related-party transactions in FY2025; prior related-party lease (FY2024) involved a former executive, not Benham; company maintains clawback policy and prohibits hedging; no pledging disclosures noted for Benham .
- Risks: Controlled company status (Edward J. Richardson ~61% voting rights) and combined Chair/CEO could constrain independent influence despite committee independence; Benham holds no chair positions; board refresh considerations given director ages/tenure .