DEF 14A of Benchmark Electronics Inc, Apr 12, 2024

DEF 14A of Benchmark Electronics Inc

Filed Apr 12, 2024 · FY20230000950170-24-043794

Open on EDGAR

  1. Nominees for Election

    Nominees for Election The following table sets forth information with respect to each nominee for election as a director of the Company nominated by the Board. Each nominee was proposed to the Board for election by its Nominating, Sustainability and Governance Committee, and the Board determined to nominate these candidates for election by the shareholders at the Meeting. The Board has reviewed the qualifications of each nominee and has determined that, other than Mr. Benck, each satisfies the (i) independence standards promulgated by the NYSE and applicable regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) “non-employee director” standards set forth in such regulations, and (iii) “outside director” requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable regulations. The information as to age, principal occupation and directorships has been furnished by the nominees.

  2. Nominees for Election

    | Name | Age | Principal Occupation | Director Since | | David W. Scheible | 67 | Board Chair of the Company and Current Operating Advisor to the funds of Clayton, Dubilier & Rice | 2011 | | Douglas M. Britt | 59 | Chief Executive Officer of Boyd Corporation | 2023 | | Anne De Greef-Safft | 61 | Advisor to Private Equity Firms and their Portfolio Companies through ADS Consulting | 2019 | | Robert K. Gifford | 66 | Retired President and Chief Operating Officer of BeachBody LLC | 2016 | | Ramesh Gopalakrishnan | 56 | Former President and Chief Operating Officer of Wind, TPI Composites, Inc. | 2021 | | Kenneth T. Lamneck | 69 | Retired President and Chief Executive Officer of Insight Enterprises, Inc. | 2013 | | Jeffrey S. McCreary | 67 | Retired Interim President and Chief Executive Officer of Isola Group | 2016 | | Lynn A. Wentworth | 65 | Retired Chief Financial Officer and Treasurer of BlueLinx Holdings, Inc. | 2021 | | Jeffrey W. Benck | 58 | President and Chief Executive Officer of the Company | 2019 |

  3. Board Tenure, Skills and Qualifications

    Board Tenure, Skills and Qualifications

  4. Board Tenure, Skills and Qualifications

    | TENURE (number of years) | | |

  5. Board Tenure, Skills and Qualifications

    | Board Diversity and Skills | | | | | | | | | | | Board Qualifications, Attributes, Skills & Experience | | | | | | | | | | | Public Company Board Experience as an Independent Director (7/9) (other than BHE) | | | | | | | | | | | Public Company CEO Experience (3/9) Significant experience as a CEO at a publicly-traded company | | | | | | | | | | | Public Company COO and/or Division President (8/9) Significant experience as a COO at a publicly-traded company, or of a major division of a publicly-traded company | | | | | | | | | | | Public Company Financial & Accounting Experience (6/9) Financial and/or accounting skills as well as experience preparing, auditing, analyzing or evaluating public company financial statements and an understanding of public company internal controls and procedures for financial reporting. | | | | | | | | | | | Global Business Experience (9/9) Experience operating in a multi-national organization with P&L responsibility involving revenue and resources outside the U.S. | | | | | | | | | | | Technology Manufacturing Background (8/9) Management experience or background in technology manufacturing, including as an engineer, at a well-recognized organization or adjacent industry. | | | | | | | | | | | Enterprise Risk Management (9/9) Experience leading, developing or conducting enterprise risk assessments for multi-national companies, including the evaluation of mitigation strategies for key enterprise risks. | | | | | | | | | | | Sales/Marketing (6/9) Experience leading and developing strategy for sales, marketing and go-to-market teams at a company positioned in one of the Company’s market sectors | | | | | | | | | | | Cybersecurity (4/9) Experience with leading, developing, or evaluating cybersecurity practices in a multi-national organization | | | | | | | | | | | Human Capital Development & Compensation Experience (9/9) Experience in human capital and cultural development programs, including (but not limited to) diversity, equity and inclusion (DEI) programs, talent acquisition, succession planning and the design of short and long-term compensation and reward programs | | | | | | | | | | | Environmental, Social & Governance (ESG) (3/9) Experience with the development of corporate strategy and policy initiatives relating to ESG | | | | | | | | | | | Mergers & Acquisitions (8/9) Significant experience leading, analyzing or evaluating merger and acquisition transactions and/or opportunities | | | | | | | | | | | Supply Chain Management Experience (7/9) Management or other significant experience in supply chain management | | | | | | | | | | | Nominee Gender | | | | | | | | | | | Male | | | | | | | | | | | Female | | | | | | | | | | | Non-Binary | | | | | | | | | | | Prefer not to Disclose | | | | | | | | | | | Nominee Race / Ethnicity | | | | | | | | | | | African American | | | | | | | | | | | Asian/Pacific Islander | | | | | | | | | | | White/Caucasian | | | | | | | | | | | Hispanic/Latino | | | | | | | | | | | Native American | | | | | | | | | | | Born outside of the United States | | | | | | | | | |

  6. Board Tenure, Skills and Qualifications

    | | DAVID W. SCHEIBLE Age: 67 Director Since: 2011 Committees: • Human Capital and Compensation • Nominating, Sustainability and Governance | | DOUGLAS M. BRITT Age: 59 Director Since: 2023 Committees: • Audit | | Biographical Information | | Biographical Information | | | David W. Scheible has been a director of the Company since 2011 and has served as non-executive Board Chair since March 2016. He is a member of the Board's Human Capital and Compensation and Nominating, Sustainability and Governance Committees. Since June 2016, he has been an Operating Advisor to the funds of Clayton, Dubilier & Rice, a private investment firm. From 1998 to December 2015, Mr. Scheible held increasingly senior-level executive roles at Graphic Packaging Holding Company (NYSE: GPK), a global manufacturer of custom packaging, paperboard, laminations and coatings, systems and machinery and provider of contract packaging services to multinational companies. He served as its Board Chair (May 2013-May 2016), Chief Executive Officer (2007-December 2015), and previously as Chief Operating Officer and Executive Vice President of Commercial Operations. From 1986 to 1998, he was an executive with Avery Dennison Corporation, a global manufacturer of self-adhesive products, office products and specialized label systems. Mr. Scheible received an MBA in Finance and a Bachelor of Science in Biochemistry from Purdue University. | | Douglas M. Britt has been a director of the Company since January 2023 and is a member of the Board's Audit Committee. He currently serves as the Chief Executive Officer of Boyd Corporation. Before Joining Boyd in 2020, Mr. Britt was with Flex (NASDAQ: Flex) from 2012 until 2020, where he served as President of the Integrated Solutions division, a business unit that combines Industrial and Emerging Industries, Communications and Enterprise Compute, and Consumer Technologies Groups. Mr. Britt's previous executive positions include Corporate Vice President and Managing Director for the Americas at Future Electronics from 2009 until 2012, Senior Vice President of worldwide sales, marketing and operations at Silicon Graphics (NYSE:SGI) from 2007 to 2009, and Executive Vice President of sales, operations and supply chain at Solectron Corporation (NYSE: SLR) from 2000 to 2007. Mr. Britt currently serves on the board of directors of Helios Technologies (NASDAQ: SNHY) and is the chair of its audit committee and a member of its nominating committee. He holds a Bachelor of Science in Business Administration from California State University, and has attended executive education programs throughout Europe, including the University of London. | | | Qualifications With his experience as chair, a chief executive officer and as a senior executive of global manufacturing, including contract manufacturing, companies over his 30-year career, Mr. Scheible brings to the Board highly relevant leadership skills and international operations expertise. | | Qualifications Mr. Britt brings strong operational and strategy experience to the Board. He has deep electronic manufacturing services industry experience, having held executive leadership positions at several companies in the electronic manufacturing services and supply chain ecosystem. | |

  7. Board Tenure, Skills and Qualifications

    | | ANNE DE GREEF-SAFFT Age: 61 Director Since: 2019 Committees: • Human Capital and Compensation • Nominating, Sustainability and Governance | | ROBERT K. GIFFORD Age: 66 Director Since: 2016 Committees: • Human Capital and Compensation (Chair) • Nominating, Sustainability & Governance Committee | | Biographical Information | | Biographical Information | | | Anne De Greef-Safft has been a director of the Company since December 2019 and is a member of the Board's Human Capital and Compensation and Nominating, Sustainability and Governance Committees. Ms. De Greef-Safft currently serves on the board of directors of Ambarella, Inc. (NASDAQ: AMBA) and is a member of its nominating and governance and compensation committees. Ambarella’s artificial intelligence semiconductor solutions are used in a wide variety of human and computer vision applications. Since 2018, Ms. De Greef-Safft has also served as a member of the board of directors of Ag Growth International Inc. (TSX:AFN) ("AGI"), a provider of solutions for global food infrastructure including seed, fertilizer, grain, feed, and food processing systems, where she chairs its human resources and compensation committee and is a member of its governance and sustainability committee. Ms. De Greef-Safft currently provides strategic and operational consulting services to private equity firms and their portfolio companies. She has also completed the Climate Leadership Certificate Program through Diligent, providing a means to guide companies with their sustainability initiatives. From 2015 until her retirement in 2017, Ms. De Greef-Safft was Group President of the Food Service Equipment Group of Standex International Corporation (NYSE: SXI). Prior to 2015, Ms. De Greef-Safft held four successive positions at Danaher Corporation (NYSE: DHR) as President of increasingly complex, global operating companies over a period of 12 years. Before joining Danaher, she held various leadership positions in engineering, marketing, sales, and business development for global manufacturing companies. Ms. De Greef-Safft earned her BSEE and MSEE degrees from the Catholic University of Louvain (KU Leuven) in Belgium and an MBA from Babson College in Massachusetts. | | Robert K. Gifford has been a director of the Company since 2016, chairs the Board’s Human Capital & Compensation Committee, and is a member of the Board's Nominating, Sustainability & Governance Committee. He previously served as the Chief Operating Officer of BeachBody LLC, a fitness company from March 2017 to April 2022. From June 2016 to February 2018, he was the Head of Operations and Quality for the Ultrasound Division of Siemens Healthineers, a medical technology company. From 2010 to June 2015, he held increasingly senior roles at Ingram Micro Inc., a global technology distributor and technology sales, marketing and logistics company, most recently serving as Senior Executive Vice President and President of Supply Chain Solutions and previously as Executive Vice President of Global Logistics. Mr. Gifford also previously served as Senior Vice President of Global Supply Chain at Ecolab Inc., a provider of cleaning and sanitizing products to healthcare and food and beverage industries worldwide, and as Vice President of its North America Chemical Supply Chain & Global Equipment Supply Chain. Prior to that, Mr. Gifford progressed from early management roles beginning in 1996 at Compaq Computer Corporation prior to its acquisition by Hewlett-Packard Company (n/k/a HP Inc.), to serving as Vice President of Worldwide Logistics and Program Manager of HP, Inc. He received his MBA from Texas A&M University in 2006 and his BS in Manufacturing Management from San Jose State University in 1996. Mr. Gifford also holds a CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors. | | | | | Qualifications Mr. Gifford brings to the Board his experience and expertise leading global supply chain systems for Fortune 100 companies in the technology industry. | | | Qualifications Ms. De Greef-Safft brings to the Board product development, marketing, sales and manufacturing experience, both as an operator and as a seasoned global executive. | | | |

  8. Board Tenure, Skills and Qualifications

    | | RAMESH GOPALAKRISHNAN Age: 56 Director Since: 2021 Committees: • Audit | | KENNETH T. LAMNECK Age: 69 Director Since: 2013 Committees: • Audit • Nominating, Sustainability and Governance (Chair) | | Biographical Information | | Biographical Information | | | Ramesh Gopalakrishnan has been a director of the Company since October 2021 and is a member of the Board’s Audit Committee. Mr. Gopalakrishnan was previously the President and Chief Operating Officer, Wind of TPI Composites, Inc. (NASDAQ: TPIC), a global manufacturer of utility-scale wind turbine blades from December 2021 to July 2023. From May 2019 until December 2021, Mr. Gopalakrishnan was the Chief Operating Officer of Wind Operations. Prior to joining TPI Composites, Inc., Mr. Gopalakrishnan was with Senvion GmbH, where he served as the Executive Vice President of Manufacturing from May 2015 to August 2016 and Senior Vice President, Global Blades, from February 2013 to April 2015. Mr. Gopalakrishnan also served as the Chief Operating Officer of Suzlon Energy Composites from February 2011 to January 2013. Prior to joining Suzlon Energy Composites, Mr. Gopalakrishnan held leadership roles in supply chain and strategy from 2006-2010 at Halliburton (NYSE: HAL). Before his time at Halliburton, Mr. Gopalakrishnan held several leadership roles in operations, engineering, and advanced technology from 1996 to 2006 at General Electric (NYSE: GE) and Siemens (FRA: SIE) from 1993-1996. He holds a Bachelor of Science in mechanical engineering from the Indian Institute of Technology Bombay, and a Master of Science and a Doctorate in mechanical engineering from State University of New York at Stony Brook. | | Kenneth T. Lamneck has been a director of the Company since 2013, chairs the Board's Nominating, Sustainability and Governance Committee and is a member of the Audit Committee. From 2010 to 2022, he served as the President, Chief Executive Officer, and a Director of Insight Enterprises, Inc. (NASDAQ: NSIT), a global provider of information technology hardware, software and service solutions to businesses and public sector clients in over 190 countries. From 2004 to 2009, he was President, the Americas, at Tech Data Corporation, a wholesale distributor of technology products, where he led operations in the United States, Canada and Latin America. From 1996 to 2003, he held various executive management positions at Arrow Electronics, including President of Arrow/Richey Electronics and President of Arrow’s Industrial Computer Products business. Following five years of service in the United States Army, he began his civilian career at IBM as an engineer. Mr. Lamneck serves on the board of directors of Fidelity National Information Services (NYSE: FIS) and is a member of its compensation and audit committees. Mr. Lamneck received an MBA from the University of Texas at El Paso and a Bachelor of Science from the United States Military Academy at West Point. | | | | | Qualifications Mr. Lamneck’s wide-ranging industry experience spanning over 30 years, both as a chief executive officer of a global technology provider and in other leadership roles at multiple global hardware, software and services companies, enables him to bring to the Board a strong international operations background and a depth of understanding into the operation and management of companies in the technology industry. | | | Qualifications Mr. Gopalakrishnan brings to the Board strong global operational and strategy expertise, derived from executive leadership positions at several multi-national companies around the world. His deep manufacturing and technology experience, as well as his diverse perspectives and thought leadership, further support Benchmark's strategic growth objectives. | | | |

  9. Board Tenure, Skills and Qualifications

    | | JEFFREY S. MCCREARY Age: 67 Director Since: 2016 Committees: • Human Capital and Compensation • Nominating, Sustainability and Governance | | LYNN A. WENTWORTH Age: 65 Director Since: 2021 Committees: • Audit (Chair) | | Biographical Information | | Biographical Information | | | Jeffrey S. McCreary has been a director of the Company since 2016 and is a member of the Board's Human Capital and Compensation and Nominating, Sustainability and Governance Committees. He served as a member of the board of directors (2006-2018) of Isola Group, a leading global material sciences company that designs, develops, manufactures and markets laminate materials used to fabricate advanced multilayer printed circuit boards, and previously served as its Interim President and CEO. Mr. McCreary also served as a director and Interim President and CEO of Integrated Device Technology, Inc., which develops system-level solutions that optimize customers’ applications. In addition, he previously served as a director of MIPS Technologies, Inc., a leading provider of industry-standard processor architectures and cores for digital home, networking and mobile applications, and as a director of the Gennum Corporation, a provider of semiconductor solutions and intellectual property cores. Mr. McCreary is a former Senior Vice President at Texas Instruments, where he also served as Manager of Worldwide Sales and Marketing and in a number of other executive positions, including General Manager of Advanced Logic Products and General Manager of Worldwide Military Semiconductors. He is an NACD Board Leadership Fellow and received a B.S. in Electrical Engineering from the Rose-Hulman Institute of Technology in 1979 and an Honorary Doctorate of Engineering from Rose-Hulman in 2004. | | Lynn Wentworth has been a Director of the Company since June 2021 and chairs the Board's Audit Committee. Ms. Wentworth serves as a director and audit committee chair for Lineage Logistics Holding, LLC, the world’s largest temperature-controlled industrial REIT and logistics solutions provider. She also serves as a director and chair of the compensation and management development committee for Graphic Packaging Holding Company (NYSE: GPK), and is a member of its nominating and corporate governance committee. Ms. Wentworth was a director and chair of the audit committee for CyrusOne, Inc. from 2014 until its acquisition by a consortium led by KKR and Global Infrastructure Partners (GIP) in March 2022 and had served as chair of the board since May 2021. She was also a director and chair of the audit committee of Cincinnati Bell, Inc. from 2008 until its acquisition by Macquarie Asset Management in September 2021 and had served as chair of the board since May 2019. She served as the Senior Vice President, Chief Financial Officer and Treasurer of BlueLinx Holdings Inc. (NYSE: BXC) until her retirement in 2008. Prior to joining BlueLinx in 2007, Ms. Wentworth was with BellSouth Corporation from 1985 to 2007, where she served as Vice President and Chief Financial Officer for the Communications Group from 2004 to 2007 and Vice President Treasurer from 2003 to 2004. She also held a variety of financial and operational assignments with increasing responsibility in tax, strategic planning, investor relations, financial planning, sales, operations, and treasury for BellSouth. Ms. Wentworth began her career at Coopers & Lybrand, where she served in both the audit and tax divisions. She holds a bachelor’s degree from Babson College, a master’s degree in taxation from Bentley College and a master’s in business administration from Georgia State University. | | | Qualifications Mr. McCreary brings to the Board his technology expertise and senior sales executive experience, along with his experience as a director of technology companies. | | | | | | | Qualifications Ms. Wentworth brings over 15 years of leadership in governance roles to the Board, as well as a wealth of financial, operational and strategy expertise demonstrated by a track record of growth and diversification for the companies she has served. | |

  10. Board Tenure, Skills and Qualifications

    | | JEFFREY W. BENCK Age: 58 Director Since: 2019 • Company’s President and Chief Executive Officer | | Biographical Information | | | Jeffrey W. Benck has been President, Chief Executive Officer and a director of the Company since March 2019. He currently serves on the board of UNS Energy Corporation, the parent company of Tucson Electric Power and Unisource Energy Services, and is a member of the environmental safety and security committee. Prior to joining the Company, Mr. Benck served as President, Chief Executive Officer and Director of Lantronix (NASDAQ: LTRX), a global provider of hardware and software solutions for the Internet-of-Things and Out-of-Band Management from December 2015 to February 2019. He spent two years as an independent board director for Netlist Corporation (NASDAQ: NLST), a leading provider of high-performance modular memory subsystems. Prior to joining Lantronix, Mr. Benck served as President and Chief Executive Officer of Emulex Corporation (NYSE: ELX), a global supplier of advanced networking, monitoring and management solutions from July 2013 until Emulex was acquired by Avago Technologies in May 2015. He joined Emulex in May 2008 as Executive Vice President and Chief Operating Officer and was subsequently appointed to President and Chief Operating Officer in August 2010. Prior to joining Emulex, Mr. Benck was President and Chief Operating Officer of QLogic Corporation (NASDAQ: QLGC), a supplier of storage networking solutions. Earlier, he spent 18 years at IBM Corporation where he held a variety of executive leadership roles, including serving as Vice President of xSeries, BladeCenter and Retail Store Solutions development. He is also a distinguished inventor in the computer systems field and holds six U.S. patents. Mr. Benck holds a Master of Science degree in management of technology from University of Miami and a Bachelor of Science degree in mechanical engineering from Rochester Institute of Technology. | | | Qualifications Mr. Benck’s broad industry experience over more than 25 years, both as a Chief Executive Officer and director of multiple technology companies as well as other senior leadership roles in Engineering, Marketing, and Program Management at several global hardware, software and services companies enables him to provide insights to the Board from a deep understanding of operations and management of companies in the technology industry. Further, his experience as a former OEM customer of both Benchmark and our competitors also provides a unique perspective to the Board. | |

  11. 2023 Compensation Highlights

    2023 Compensation Highlights We believe our pay is well aligned with performance and that our structure maintains an appropriate balance between our long-term and short-term performance, creating a positive relationship between our operational performance and shareholder return. In accordance with our compensation philosophy and based on our performance, the Human Capital and Compensation Committee took the following actions in 2023: • Base Salaries: The Human Capital and Compensation Committee approved base salary increases for our Named Executive Officers ranging from 5% to 7% based on market data, performance, and internal reviews. Please see the "2023 Executive Compensation Program in Detail - Base Salary" section in the Compensation Discussion and Analysis for more information. • Annual Performance-Based Incentive Awards: Our Named Executive Officers earned annual incentives below target consistent with our financial results based on the achievement of performance related to Revenue, Adjusted Operating Income (as defined below) and inventory levels. • Long-Term Equity-Based Incentives: We maintained our practice of targeting median level grants to the peer group with a combination of performance-based restricted stock units (“PSUs”) and restricted stock units (“RSUs”) to align the compensation of our Named Executive Officers with the creation of shareholder value and to maintain our targeted level of at-risk compensation: • 2023-2025 PSU awards: In the first quarter of 2023, the Company issued long-term equity-based incentive compensation awards consisting of 50% in PSUs and 50% in RSUs. PSUs are earned based on the achievement of performance related to Revenue, Operating Income Margin and Return on Invested Capital (“ROIC”) goals as outlined in the Company’s three-year strategic plan. • 2021-2023 PSU awards: Our Named Executive Officers earned shares under the 2021 PSU three-year awards above target consistent with our financial result based on the achievement related to Revenue, Operating Income Margin and ROIC.

  12. Primary Components of Compensation

    Primary Components of Compensation The primary components of our executive compensation program are as follows: • Base Salary, which pays a set level of cash income to the executive. • Annual Performance-Based Incentive Award, which pays a variable cash award to reward achievement of short-term operational performance goals, which in 2023 was based on (i) total revenue, (ii) Adjusted Operating Income (as defined below), and (iii) inventory levels. • Long-Term Equity-Based Incentives, which are granted using a mix of equity as follows: • PSUs, designed to encourage the creation of long-term shareholder value and reward performance, subject to the achievement of specific long-term financial objectives over a specified performance period, which typically have a three-year performance cycle. • RSUs, which typically vest over a four-year period, are awarded to retain management, and permit each executive to steadily build an ownership stake in the Company to encourage the creation of long-term shareholder value. Two of the four components are “at-risk” in that they only have value if the Company’s financial objectives are achieved. The Company believes that the design of these at-risk components closely aligns executive pay with performance beneficial to the Company and its shareholders over the short and long term.

  13. Timing of Compensation Decisions

    Timing of Compensation Decisions To reinforce performance feedback through compensation and to comply with certain regulations impacting performance-based awards, the Human Capital and Compensation Committee makes executive compensation decisions in the first quarter of each year. This allows for an assessment based on a focal point affording the opportunity to consider the relative contribution of each of the executives. The committee reviews and approves the available equity award pool for eligible employees, and individual awards for executive officers, once a year, on the date of the committee’s regularly scheduled first quarter meeting. When used, stock options have an exercise price equal to the closing price of the Common Shares on the date of award. The Company believes that the practice of granting stock-based awards in the first quarter of each year is reasonable when followed on a consistent basis each year and reduces the risk of inadvertently timing the grant of such awards with the release of material nonpublic information.

  14. Annual Incentives

    Annual Incentives The purpose of the executive annual incentive compensation plan is to align the interests of executive officers with shareholders by motivating the achievement of superior operational and financial performance that increases shareholder value. Target annual incentive award opportunities are established based on a percentage of each executive officer’s then effective base salary. Incentive targets for 2023 were set by the Human Capital and Compensation Committee in the first quarter of 2023. The following table sets forth the potential 2023 threshold, target and maximum award opportunities, as a percentage of salary, for the Named Executive Officers based on the Company’s achievement of the performance goals described below. No award is earned below threshold; achievements between the achievement different levels (i.e., between threshold and target, and target and maximum) are paid ratably:

  15. Annual Incentives

    | | Potential 2023 Incentive Payments as a Percentage of Salary Related to Achievement of Performance Goals | | | | Named Executive | Threshold | Target | Maximum | | Jeffrey W. Benck | 62.5% | 125.0% | 250.0% | | Roop K. Lakkaraju | 40.0% | 80.0% | 160.0% | | David A. Moezidis | 37.5% | 75.0% | 150.0% | | Stephen J. Beaver | 32.5% | 65.0% | 130.0% | | Rhonda R. Turner | 27.5% | 55.0% | 110.0% |

  16. Annual Incentives

    The total incentive award is determined according to the level of achievement of the aggregate corporate performance goals. The maximum incentive bonus for these executive officers was 200% of target. Our practice is to award cash-based incentive bonuses based on the attainment of corporate performance goals. The below table sets forth the threshold, target and maximum performance goals for the annual incentive plan comprised of (i) Revenue, (ii) Adjusted Operating Income, and (iii) Inventory, weighted 40%, 45% and 15%, respectively. Each plan component is assessed independently with respect to 2023 financial results of the Company. The Human Capital and Compensation Committee believes these performance goals align with the Company’s continued focus on driving strategic initiatives of revenue and earnings growth while managing working capital responsibly. The annual incentive targets are designed to enhance focus on performance across these areas ensuring alignment between management’s compensation and the creation of shareholder value. At its regular first quarter 2023 meeting, the Human Capital and Compensation Committee determined that the performance goals for the 2023 annual incentive plan were achieved in the aggregate at 62.95% of target.

  17. Annual Incentives

    | | Corporate Performance Goals | | | | Objective Level | Revenue | Adjusted Operating Income | Inventory(1) | | Threshold | $2.618 billion | $103.4 million | $817.1 million | | Target | $2.979 billion | $143.8 million | $785.7 million | | Maximum | $3.248 billion | $166.8 million | $701.6 million | | Actual | $2.780 billion(2) | $124.0 million | $858.8 million | | Achievement to Target | 72.37% | 75.56% | 0.00% |

  18. Annual Incentives

    (1) Represents the combined sum of inventories and contract assets on the consolidated balance sheet as of December 31, 2023 (subject to certain adjustments). (2) Represents actual revenue adjusted for revenue related to supply chain premiums as of December 31, 2023. At its regular first quarter 2023 meeting, the Human Capital and Compensation Committee determined the extent to which the 2023 performance goals were achieved and approved the amount to be paid to each executive. The Human Capital and Compensation Committee determined that the Company exceeded the threshold for Revenue, and for Adjusted Operating Income, and did not achieve the threshold for Inventory, as described above. The table below sets forth the incentive award earned by each of the Named Executive Officers based on the 2023 performance results described above.

  19. Annual Incentives

    | | Amount of Cash Incentive Earned | % of Earned Base Salary | | Jeffrey W. Benck | $765,690 | 78.7%(1) | | Roop K. Lakkaraju | $261,890 | 50.4%(2) | | David A. Moezidis | $102,869 | 47.2%(3) | | Stephen J. Beaver | $179,767 | 40.9%(4) | | Rhonda R. Turner | $130,918 | 34.6%(5) |

  20. Annual Incentives

    Mr. Benck’s incentive payment consisted of the following percentages of base salary for each performance goal: 36.2% for revenue, 42.5% for Adjusted Operating Income and 0% for inventory. Mr. Lakkaraju’s incentive payment consisted of the following percentages of base salary for each performance goal: 23.2% for revenue, 27.2% for Adjusted Operating Income and 0% for inventory. (3) Mr. Moezidis’s incentive payment consisted of the following percentages of base salary for each performance goal prorated based on his July 2023 start date: 21.7% for revenue, 25.5% for Adjusted Operating Income and 0% for inventory. (4) Mr. Beaver’s incentive payment consisted of the following percentages of base salary for each performance goal: 18.8% for revenue, 22.1% for Adjusted Operating Income and 0% for inventory. (5) Ms. Turner’s incentive payment consisted of the following percentages of base salary for each performance goal: 15.9% for revenue, 18.7% for Adjusted Operating Income and 0% for inventory.

  21. Long-Term Equity-Based Incentive Program

    Long-Term Equity-Based Incentive Program The Human Capital and Compensation Committee believes that our long-term equity-based incentive program focuses executives on key performance metrics that align with long-term shareholder value creation and the Company’s long–term strategic plan, establishes a direct link between compensation and the achievement of long-term financial objectives, and facilitates an increased equity ownership by our executives. In the first quarter of 2023, the committee awarded executive officers a combination of PSUs and RSUs under the Company's 2019 Omnibus Incentive Compensation Plan (the "2019 Omnibus Plan") as further described below.

  22. 2023 Awards

    2023 Awards The long-term equity-based incentive compensation awards made in the first quarter of 2023 consisted of 50% of the total value awarded in PSUs and 50% in RSUs. PSUs—The committee believes the PSUs, which are subject to the achievement of measurable, absolute financial goals, enable management to build a meaningful ownership stake in the Company to encourage long-term strategic thinking and the avoidance of unnecessary or excessive risk taking. The financial goals for the 2023 grants were set by the committee and relate to the achievement of Revenue, Operating Income Margin and ROIC performance goals as outlined in the Company’s three-year strategic plan. Achievement of these goals will be assessed at the end of the three-year performance period. Each metric will be weighted and assessed equally and independently. The number of PSUs that will ultimately be earned will not be determined until the end of the corresponding performance periods and may vary from as low as zero to as high as 2.5 times the target number depending on the level of achievement of the performance goals. RSUs—Long-term equity-based incentive compensation awards include time-based awards, which typically vest over four years, to improve retention of executive officers and to enable a steadily growing ownership stake in the Company that encourages long-term strategic performance. To determine the awards for each executive officer, the committee evaluated each executive officer’s performance and responsibilities, and also considered market data, relative pay among the Company’s executive officers and other factors (without assigning a specific weight to each factor). The evaluation was made with input from our CEO (as to executive officers other than the CEO), and also factored in the future potential contribution from each executive officer. Although management recommended the number of shares to be covered by equity awards granted to employees, the committee approved the grant of all equity awards and did not delegate the timing of such grants. Equity award grants to our CEO and other executive officers are not automatically made each year. The amount and terms of equity awards already held by executives generally are not significant factors in the committee’s determination of whether and how many equity awards should be granted to the executive officers each year. The actual number of PSUs and RSUs granted is calculated by dividing the dollar value of the award by the closing price of the Company’s stock on the equity award grant date. The closing price of the Company’s stock on February 23, 2023 (the date of the grant) was $24.41 and for Mr. Moezidis it was $25.19 on August 15, 2023 (the date of his grant). The table below shows the target PSUs and RSUs awarded for fiscal 2023 for each of the named executive officers:

  23. 2023 Awards

    | | 2023 PSUs | | 2023 RSUs | | | | # of Units | Grant Date $ Value | # of Units | Grant Date $ Value | | Jeffrey W. Benck | 81,934 | $2,000,000 | 81,934 | $2,000,000 | | Roop K. Lakkaraju | 27,653 | $675,000 | 27,653 | $675,000 | | David A. Moezidis | 19,850 | $500,000 | 43,669 | $1,100,000 | | Stephen J. Beaver | 17,411 | $425,000 | 17,411 | $425,000 | | Rhonda R. Turner | 10,754 | $262,500 | 10,754 | $262,500 |

  24. 2023 Awards

    A Closer Look at PSUs. Any vesting of PSUs depends on the Company’s achievement of financial goals set by the Human Capital and Compensation Committee and derived from the Company’s overall financial objectives, which for PSUs awarded in 2023 with a three-year performance period ending in December 2025, included goals relating to: Revenue: Revenue shall be the total revenue as reported in the Company’s consolidated financial statements for the measurement year. • Operating Income Margin: Operating Income Margin shall be the operating income as reported in the Company’s consolidated financial statements for the measurement year, excluding one-time, non-recurring, non-operational gains or charges and amortization of intangible assets (“Adjusted Operating Income”), divided by the revenue; and • ROIC: ROIC shall be the operating income as reported in the Company’s consolidated financial statements for the measurement year, excluding one-time, non-recurring, non-operational gains or charges and amortization of intangible assets and stock compensation expense, adjusted for taxes (i.e., multiplied by one minus the tax rate), divided by the quarterly average of invested capital by the Company during the performance period, as described below. The tax rate used shall equal the book tax rate for the Company for the measurement year, excluding all discrete items. The quarterly average of invested capital shall equal the average of invested capital on each of last five quarterly consolidated balance sheets for the Company during the performance period (opening balance sheet (fourth quarter of year prior to measurement year) and first quarter, second quarter, third quarter and fourth quarter balance sheets of the measurement year). Invested capital for each balance sheet shall equal the sum of total interest-bearing debt and finance leases (both current and long-term), minority interest, and shareholders’ equity as of the date of each balance sheet less cash and cash equivalents and restricted cash at each balance sheet date. The Human Capital and Compensation Committee believes that revenue growth, operating margin and the efficient use of invested capital are key long-term determinants of shareholder value. The PSU targets are designed to enhance focus on performance across these areas ensuring alignment between management’s compensation and the creation of shareholder value.

  25. 2021 PSU Award Results

    2021 PSU Award Results The below table sets forth the threshold, target and maximum performance goals for the 2021 PSU three-year awards comprised of (i) revenue, (ii) Operating Income Margin, and (iii) ROIC, weighted in equal thirds. Each plan component is assessed independently with respect to 2023 financial results of the Company.

  26. 2021 PSU Award Results

    | | 2021 PSU Performance Goals | | | | Objective Level | Revenue | Operating Income Margin | ROIC | | Threshold - 50% | $2.200 billion | 3.80% | 9.80% | | Target - 100% | $2.572 billion | 4.30% | 11.50% | | Maximum - 250% | $2.958 billion | 4.85% | 13.30% | | Actual | $2.780 billion(1) | 4.50% | 9.30% |

  27. 2021 PSU Award Results

    (1) Represents actual revenue adjusted for revenue related to supply chain premiums as of December 31, 2023. At its regular first quarter 2023 meeting, the Human Capital and Compensation Committee determined that the performance goals for the 2021 PSU awards were achieved in the aggregate at 111.6% of target and, therefore, shares were approved and issued under such awards.

  28. Analysis of Compensation Risk

    | Component | Potential Risk | Mitigating Factors | | Incentive Plans | • Earnings manipulation. | • Vesting periods. • Internal financial controls. Independent audit. | | Health & Insurance Benefits | • Increase in fixed expense. • Retention challenges if not market competitive. | • Management of expenses. • Annual market surveys. • Strategic plan design to minimize cost escalations and consumer driven design components. | | Retirement Benefits (Savings and Deferred Compensation Plans) | • Increase in fixed expense. • Retention challenges if not market competitive. • Legal compliance risks. | • Management of expenses. • Limited nonqualified retirement benefits. • Third-party professional advisors. | | Severance Plans | • Increase in fixed expense. | • Limitations within employment, severance and change of control agreements. • Benefit limits. | | Perquisites & Expatriate Benefits | • Increase in fixed expense. • Retention challenges if not market competitive. | • Management of expenses. • Annual market surveys. |

  29. Summary Compensation Table

    Summary Compensation Table

  30. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | All Other Compensation(3) ($) | Total ($) | | Jeffrey W. Benck | 2023 | $973,077 | $— | $4,000,000 | $765,690 | $98,672 | $5,837,439 | | President, | 2022 | 942,923 | — | 3,850,000 | 1,832,925 | 92,802 | 6,718,650 | | Chief Executive Officer (CEO) | 2021 | 919,731 | — | 4,375,000 | 1,388,113 | 54,002 | 6,736,846 | | Roop K. Lakkaraju | 2023 | 520,035 | — | 1,350,000 | 261,890 | 46,571 | 2,178,496 | | Former Executive Vice President, | 2022 | 500,857 | — | 1,250,000 | 623,107 | 42,935 | 2,416,899 | | Chief Financial Officer (CFO)(4) | 2021 | 480,304 | — | 1,250,000 | 504,281 | 27,654 | 2,262,239 | | David A. Moezidis(5) | 2023 | 217,885 | 100,000 | 1,600,000 | 102,869 | 32,519 | 2,053,273 | | Executive Vice President, | | | | | | | | | Chief Commercial Officer | | | | | | | | | Stephen J. Beaver | 2023 | 439,340 | — | 850,000 | 179,767 | 33,929 | 1,503,036 | | Senior Vice President, General Counsel and | 2022 | 413,685 | — | 697,000 | 418,159 | 31,783 | 1,560,628 | | Chief Legal Officer, Corporate Secretary | 2021 | 381,004 | — | 837,000 | 300,018 | 15,754 | 1,533,776 | | Rhonda R. Turner(6) | 2023 | 378,129 | — | 525,000 | 130,918 | 47,895 | 1,081,942 | | Senior Vice President, | | | | | | | | | Chief Human Resources Officer | | | | | | | |

  31. Summary Compensation Table

    The following table sets forth information concerning the compensation and benefits of our Named Executive Officers during the fiscal years ended December 31, 2023, 2022 and 2021. (1) The amounts reflect the aggregate grant date fair value of RSU and PSU grants pursuant to the Company’s equity plans during the fiscal years ended December 31, 2023, 2022 and 2021, respectively, computed in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Stock awards were valued using the closing market price of the Common Shares on the grant date. A portion of the awards listed above are subject to performance conditions, with the grant date fair value calculated for purposes of the Stock Awards column assuming a target level of achievement, which was determined to be the probable outcome. For PSUs, assuming the performance conditions will be achieved at a maximum level of 250% of target for grants in 2023, the grant date fair value of PSU awards for each of our Named Executive Officers would be as follows:

  32. Summary Compensation Table

    | Mr. Benck | $5,000,000 | | Mr. Lakkaraju | $1,687,500 | | Mr. Moezidis | $1,250,000 | | Mr. Beaver | $1,062,500 | | Ms. Turner | $656,250 |

  33. Summary Compensation Table

    (2) The amounts shown in this column reflect cash incentive bonuses earned by our Named Executive Officers pursuant to the Company’s annual executive incentive compensation plan. The amounts include cash bonuses earned in year of service regardless of when paid. The bonuses for 2023 were paid in early 2024. For the year ended December 31, 2023, the “All Other Compensation” column includes (a) $12,200 to each of Messrs. Benck, Lakkaraju and Beaver and Ms. Turner, and $5,546 to Mr. Moezidis paid by the Company pursuant to the Company’s Savings Plan (under the Savings Plan, the Company is obligated to make matching contributions according to the terms of the Savings Plan), (b) payments by the Company to Messrs. Benck, Lakkaraju, Moezidis and Beaver and Ms. Turner pursuant to the Company’s Deferred Compensation Plan as elective contributions (see “Registrant Contributions in Last Fiscal Year” column below under Nonqualified Deferred Compensation), and (c) payments by the Company of premiums for term life insurance on behalf of each of our Named Executive Officers. In addition, Mr. Benck received $10,724 of perquisites during 2023, which included $5,000 for financial planning services, $3,000 for a health club membership and $2,724 for his annual executive physical. Mr. Lakkaraju received $9,010 of perquisites during 2023, which included $5,000 for financial planning services, $2,358 for a health club membership and $1,652 for his annual executive physical. Mr. Beaver received $4,775 of perquisites during 2023, which included $1,700 for financial planning services and $3,600 for a health club membership. Ms. Turner received $1,985 of perquisites during 2023 which included $785 for financial planning services and $1,200 for a health club membership. Mr. Lakkaraju resigned from his position effective April 1, 2024 and is no longer with the Company. (5) Mr. Moezidis became an Executive Officer in July 2023 and was deemed a Named Executive Officer in 2023. (6) Ms. Turner became an Executive Officer in July 2019 and was deemed a Named Executive Officer in 2023.

  34. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The Benchmark Electronics, Inc. 2010 Omnibus Incentive Compensation Plan (the "2010 Omnibus Plan") authorized, and its replacement, the 2019 Omnibus Plan, authorizes, the Company, upon approval of the Human Capital and Compensation Committee, to grant a variety of types of awards, including stock options, restricted shares, RSUs, stock appreciation rights, performance compensation awards, including PSUs, phantom stock awards and deferred share units, or any combination thereof, to any director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company. The 2010 Omnibus Plan was replaced in May 2019 and no additional grants can be made under that plan. The 2019 Omnibus Plan was approved by the Company’s shareholders in May 2019 and replaced the 2010 Omnibus Plan. As of December 31, 2023, the Company had equity awards outstanding with respect to 1.7 million Common Shares under the Company’s 2010 Omnibus Plan and 2019 Omnibus Plan, and 2.3 million additional Common Shares are available for issuance under the 2019 Omnibus Plan. The following table sets forth information concerning grants of RSUs and PSUs to the Named Executive Officers during 2023 under the 2019 Omnibus Plan, as well as estimated possible payouts under cash and equity incentive plans. The Company did not grant any stock option awards during 2023; accordingly, these columns have been omitted.

  35. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards

  36. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Stock or Units (#) | Awards ($)(3) | | Jeffrey W. Benck | 2/23/2023 | — | — | — | 40,967 | 81,934 | 204,835 | — | $2,000,000 | | | 2/23/2023 | — | — | — | — | — | — | 81,934 | $2,000,000 | | | 2/23/2023 | $625,000 | $1,250,000 | $2,500,000 | — | — | — | — | — | | Roop K. Lakkaraju | 2/23/2023 | — | — | — | 13,827 | 27,653 | 69,133 | — | $675,000 | | | 2/23/2023 | — | — | — | — | — | — | 27,653 | $675,000 | | | 2/23/2023 | $213,488 | $426,976 | $853,952 | — | — | — | — | — | | David A. Moezidis | 8/15/2023 | — | — | — | 9,925 | 19,850 | 49,625 | — | $500,000 | | | 8/15/2023 | — | — | — | — | — | — | 43,669 | $1,100,000 | | | 7/17/2023 | $193,125 | $386,250 | $772,500 | — | — | — | — | — | | Stephen J. Beaver | 2/23/2023 | — | — | — | 8,706 | 17,411 | 43,528 | — | $425,000 | | | 2/23/2023 | — | — | — | — | — | — | 17,411 | $425,000 | | | 2/23/2023 | $147,999 | $295,998 | $591,995 | — | — | — | — | — | | Rhonda R. Turner | 2/23/2023 | — | — | — | 5,377 | 10,754 | 26,885 | — | $262,500 | | | 2/23/2023 | — | — | — | — | — | — | 10,754 | $262,500 | | | 2/23/2023 | $106,722 | $213,444 | $426,888 | — | — | — | — | — |

  37. 2023 Grants of Plan-Based Awards

    The information included in the “Threshold”, “Target” and “Maximum” columns represents the range of potential payout under the 2023 annual executive incentive compensation plan for the Named Executive Officers in 2023. (2) The information included in the “Threshold”, “Target” and “Maximum” columns represents the range of potential shares that may be earned in respect of PSUs granted under the 2019 Omnibus Plan for the Named Executive Officers in 2023. The number of PSUs that will ultimately be earned will not be determined until the end of the performance period, which is December 31, 2025. Shares earned will be proportionately increased in the event of attainment of performance goals at levels between “Threshold” and “Target” or “Target” and “Maximum”. (3) The amounts shown in this column reflect the grant date fair value of the RSU and PSU awards granted in 2023, as computed in accordance with FASB ASC Topic 718. The RSUs and PSUs were valued using the closing market price of the Common Shares on the grant date. The amounts for the PSUs assume a target level of achievement, which was determined to be the probable outcome.

  38. 2023 Outstanding Equity Awards at Fiscal Year-End

    2023 Outstanding Equity Awards at Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by our Named Executive Officers as of December 31, 2023.

  39. 2023 Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Mr. Benck | 183,708(1) | $5,077,689 | 217,247(2) | $6,004,707 | | Mr. Lakkaraju | 58,899(1) | $1,627,968 | 69,203(2) | $1,912,771 | | Mr. Moezidis | 43,669(1) | $1,207,011 | 19,850(2) | $548,654 | | Mr. Beaver | 36,238(1) | $1,001,618 | 42,667(2) | $1,179,316 | | Ms. Turner | 24,859(1) | $687,103 | 29,173(2) | $806,342 |

  40. 2023 Outstanding Equity Awards at Fiscal Year-End

    (1) The following table provides the number of unvested RSU awards by vesting date held by our Named Executive Officers as of December 31, 2023, subject to the executive’s continued employment.

  41. 2023 Outstanding Equity Awards at Fiscal Year-End

    | Vesting Date | Mr. Benck | Mr. Lakkaraju | Mr. Moezidis | Mr. Beaver | Ms. Turner | | February 19, 2024 | 15,297 | 4,370 | — | 2,959 | 2,203 | | February 20, 2024 | 15,586 | 4,453 | — | 2,844 | 2,494 | | February 23, 2024 | 20,484 | 6,913 | — | 4,353 | 2,689 | | February 25, 2024 | 18,531 | 6,017 | — | 3,355 | 2,402 | | August 15, 2024 | — | — | 10,917 | — | — | | February 19, 2025 | 15,298 | 4,373 | — | 2,959 | 2,203 | | February 23, 2025 | 20,483 | 6,914 | — | 4,353 | 2,688 | | February 25, 2025 | 18,531 | 6,016 | — | 3,355 | 2,401 | | August 15, 2025 | — | — | 10,918 | — | — | | February 23, 2026 | 20,484 | 6,913 | — | 4,352 | 2,689 | | February 25, 2026 | 18,531 | 6,017 | — | 3,355 | 2,402 | | August 15, 2026 | — | — | 10,917 | — | — | | February 23, 2027 | 20,483 | 6,913 | — | 4,353 | 2,688 | | August 15, 2027 | — | — | 10,917 | — | — | | | 183,708 | 58,899 | 43,669 | 36,238 | 24,859 |

  42. 2023 Outstanding Equity Awards at Fiscal Year-End

    This represents the number of shares that will be delivered assuming target level of performance for PSU awards. The number of PSUs that will ultimately be earned will not be determined until the end of the respective performance periods, and may vary from as low as zero to as high as 2.5 times the target number. PSU awards with a performance period ending as of December 31, 2023 are represented at actual achievement levels.

  43. 2023 Stock Vested Table

    2023 Stock Vested Table The following table sets forth information concerning vesting of stock awards by our Named Executive Officers during the fiscal year ended December 31, 2023.

  44. 2023 Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Mr. Benck | 181,841 | $4,348,536 | | Mr. Lakkaraju | 51,240 | $1,239,504 | | Mr. Moezidis | — | $— | | Mr. Beaver | 29,949 | $724,542 | | Ms. Turner | 27,823 | $677,736 |

  45. 2023 Stock Vested Table

    (1) The amounts were calculated by multiplying the number of shares acquired on vesting by the Company’s closing stock price per share on the vesting date.

  46. Pension Benefits

    Pension Benefits None of our Named Executive Officers is covered by a pension plan or other similar benefit plan that provides for payments or other benefits.

  47. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Deferred Compensation Plan allows certain designated employees, including our Named Executive Officers, to defer up to 75% of their base salary and up to 100% of their incentive bonus and other types of ‘‘compensation’’ (commission and such other cash compensation or equity compensation approved by the Human Capital and Compensation Committee) on a tax-deferred basis. Participants may receive matching contributions from the Company on certain of their deferrals. Some participants may also receive discretionary contributions made by the Company. Deferred amounts, together with any investment return (positive or negative) may be distributed either at a predetermined time in the future or upon termination of employment with the Company. The Company intends that the Deferred Compensation Plan will at all times be maintained on an unfunded basis for federal income tax purposes under the Code and be administered as a nonqualified “top-hat” plan exempt from the substantive requirements of the Employee Retirement Income Security Act.

  48. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End(3) ($) | | Mr. Benck | $— | $75,408 | $21,474 | $— | $282,037 | | Mr. Lakkaraju | $— | $25,021 | $5,975 | $— | $144,391 | | Mr. Moezidis | $— | $11,426 | $110 | $— | $11,536 | | Mr. Beaver | $— | $16,614 | $1,873 | $— | $50,160 | | Ms. Turner | $25,311 | $10,639 | $14,156 | $(22,731) | $103,280 |

  49. Nonqualified Deferred Compensation

    (1) The amounts reported in the “Registrant Contributions in Last Fiscal Year” column are included in the Summary Compensation Table in the “All Other Compensation” column. (2) These amounts are not considered above-market or preferential under SEC rules and therefore are not reported in the Summary Compensation Table. All contributions to the Deferred Compensation Plan, including Company contributions, are fully vested upon contribution. Of the amounts reported in the “Aggregate Balance at Last Fiscal Year End” column, the following amounts were previously reported in the Summary Compensation Tables in the Company’s Proxy Statements in prior years: Mr. Benck - $186,684, Mr. Lakkaraju - $80,294, Mr. Moezidis - $0, Mr. Beaver - $31,274, and Ms. Turner - $0.

  50. Potential Payments upon Termination or Change in Control

    Potential Payments upon Termination or Change in Control The Company has entered into agreements with the Named Executive Officers that would require the payment of severance by the Company if the applicable executive’s employment were terminated (i) by the Company without cause or (ii) by the executive for “good reason”. The severance to be paid to Messrs. Lakkaraju, Moezidis and Beaver and Ms. Crawford is equal to 100% of the executive’s annual base salary, plus the achievement level bonus for the full year of termination payable when bonuses are otherwise paid to the Company’s employees. If these executives secure other employment following termination, the foregoing payments will be reduced to 50% of the balance still owing. In addition, the Company will provide Messrs. Lakkaraju, Moezidis and Beaver and Ms. Turner continuation of health insurance coverage for one year after the termination of employment. Additionally, in the case of Messrs. Lakkaraju, Moezidis and Beaver and Ms. Turner, the agreements provide for payment of severance upon the executive’s death or disability in an amount equal to a prorated bonus. Upon a termination of employment for cause or retirement, the Named Executive Officers will only receive salary earned to the date of termination and benefits under the Company’s benefit plans that were vested as of the date of termination. In the event the Company terminated Mr. Benck’s employment without cause or Mr. Benck terminated his employment for “good reason”, Mr. Benck would be entitled to receive a lump-sum cash payment equal to two times the sum of (1) Mr. Benck’s (A) annual base salary at the time of his termination plus (B) the greater of his target bonus for the year in which the termination date occurs and the last annual bonus paid to Mr. Benck prior to the termination date (the sum of (A) and (B), the “Total Cash Amount”), and (2) pro rata vesting of all service or time-based unvested RSUs held on the termination date, based on the number of days elapsed in the Initial Term prior to the termination date, and all of his unvested performance-based awards would be forfeited. In the event the Company terminated Mr. Benck’s employment without cause or Mr. Benck terminated his employment for “good reason” within the 24-month period immediately following a change in control of the Company, then he would instead be entitled to receive a lump-sum cash payment equal to three times the Total Cash Amount set forth above and full accelerated vesting of all outstanding RSUs and his PSUs would vest based on target performance. In either case or in the case of Mr. Benck’s death or disability, the Company would also pay for the portion of the premium cost for Mr. Benck’s group health insurance coverage that it would pay him if he had remained employed by the Company for a period of 18 consecutive months after the termination date, or until such earlier time at which he becomes eligible for similar benefits by reason of new employment or is otherwise no longer eligible for continued coverage under applicable law. The agreements also provide that if payments and benefits provided thereunder along with other payments and benefits provided by the Company would collectively constitute “parachute payments” for purposes of the golden parachute excise tax provisions under Sections 280G and 4999 of the Code, such payments and benefits would be reduced to an amount sufficient to avoid application of the golden parachute excise tax, but only if the net after-tax amount received by the Named Executive Officers in respect of such payments and benefits in the absence of such reduction would be less than the net after-tax amount received by the Named Executive Officers in respect of such payments and benefits as a result of such reduction. In the case of Messrs. Lakkaraju, Moezidis and Beaver and Ms. Turner, “good reason” is generally defined as (i) a material diminution of the executive’s duties or responsibilities, (ii) a reduction in the executive’s target compensation opportunity greater than 10%, (iii) a move to a principal office location that is more than 50 miles from Tempe, Arizona without his or her consent, (iv) the Company’s failure to renew the agreement for a successive one-year term, or (v) a material breach by the Company of any other provision of the agreement that is not cured after written notice by the executive. In the case of Mr. Benck, “good reason” is generally defined as (i) a material diminution of his title or responsibilities, (ii) a reduction in his base salary or annual bonus or long-term incentive compensation opportunity, (iii) relocation of the primary workplace more than 35 miles from his prior workplace, or (iv) a material breach by the Company of his employment agreement that is not cured after written notice by Mr. Benck.

  51. Potential Payments under Involuntary Termination Without Cause, Termination for Good Reason and Termination upon a Change in Control

    Potential Payments under Involuntary Termination Without Cause, Termination for Good Reason and Termination upon a Change in Control The table below reflects the amount of compensation payable to the Named Executive Officers upon involuntary not-for-cause termination, or termination by the executives for good reason and termination following a change of control in accordance with their employment or severance agreements. The amounts shown assume that such termination was effective as of December 31, 2023 and includes amounts earned through such time and estimates of the amounts that would be paid to the executives upon their termination. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company. Upon separation from the Company, the Named Executive Officers will be entitled to receive all amounts accrued and vested under the Savings Plan and the Deferred Compensation Plan. These amounts will be determined and paid in accordance with the applicable plan and are not included in the table because they are not severance payments. The Company’s outstanding equity awards would vest in the event of a termination of employment by the Company without cause or by the awardholder for “good reason” within the two-year period following a change in control of the Company. However, the Company’s outstanding equity awards would vest immediately prior to a change in control if the awards are not assumed or substituted by the successor company or its parent or subsidiary in connection with the transaction. Under the equity award agreements, “good reason” is defined as (i) a material diminution of the awardholder’s duties or responsibilities, (ii) a reduction in the awardholder’s base salary greater than 10%, or annual bonus or long-term incentive compensation opportunity or (iii) a material breach by the Company of the awardholder’s employment agreement or any other agreement between the Company and the awardholder.

  52. Potential Payments under Involuntary Termination Without Cause, Termination for Good Reason and Termination upon a Change in Control

    | Name | Lump Sum Severance Payment(1) | Continuation of Insurance Benefits(2) | Accelerated Vesting of Stock Awards | Total Payments | | Mr. Benck | $5,665,850 | $35,079 | $3,150,462(3) | $8,851,391(5) | | Mr. Benck—Change in Control | 16,997,550 | 35,079 | 11,082,396(4) | 28,115,025(5) | | Mr. Lakkaraju(6) | 795,610 | 23,386 | — | 818,996(5) | | Mr. Lakkaraju—Change in Control | 1,591,220 | 35,079 | 3,540,739(4) | 5,167,038(5) | | Mr. Moezidis | 617,869 | 14,989 | — | 632,858(5) | | Mr. Moezidis—Change in Control | 1,235,738 | 22,484 | 1,755,665(4) | 3,013,887(5) | | Mr. Beaver | 635,148 | 24,052 | — | 659,200(5) | | Mr. Beaver—Change in Control | 1,270,296 | 36,078 | 2,180,934(4) | 3,487,308(5) | | Ms. Turner | 518,998 | 14,989 | — | 533,987(5) | | Ms. Turner—Change in Control | 1,037,996 | 22,484 | 1,493,444(4) | 2,553,924(5) |

  53. Potential Payments under Involuntary Termination Without Cause, Termination for Good Reason and Termination upon a Change in Control

    (1) Payment based on annual base salary as of December 31, 2023 and, if applicable, any cash incentive bonus payable under the terms of their agreements. The amounts do not include payments to the extent they are provided on a nondiscriminatory basis to salaried employees generally upon termination of employment, including accrued salary and vacation pay. (2) Estimated cost to the Company of providing applicable insurance welfare benefits for (i) 18 months for Mr. Benck and (ii) 12 months (18 months, in the event of a termination of employment in connection with a change in control) for Messrs. Lakkaraju, Moezidis, Beaver and Ms. Turner, in each case after the termination of employment based on average annual cost per employee. (3) The value of the accelerated vesting benefit equals (A) the number of RSUs that would vest on an accelerated basis upon the occurrence of a qualifying termination, multiplied by (B) the closing price per share of the Common Shares on December 31, 2023. (4) The value of the accelerated vesting benefit equals (A) the number of RSUs and PSUs that would vest on an accelerated basis upon the occurrence of a qualifying termination within the two-year period following a change of control event, multiplied by (B) the closing price per share of the Common Shares on December 31, 2023. (5) These payments and benefits are subject to reduction if their receipt triggers the golden parachute excise tax under Section 4999 of the Code. As indicated above, payments and benefits would be reduced to an amount sufficient to avoid application of the golden parachute excise tax to the extent that the net after-tax amount received by the Named Executive Officer in respect of such payments and benefits in the absence of such reduction would be less than the net after-tax amount received by them in respect of such payments and benefits as a result of such reduction. (6) Mr. Lakkaraju resigned effective April 1, 2024.

  54. Potential Payments upon Death or Disability

    Potential Payments upon Death or Disability The amount of compensation payable to each Named Executive Officer’s estate upon the death or disability of the executive is shown below. The amounts shown assume that such termination was effective as of December 31, 2023, and thus include amounts earned through such time and are estimates of the amounts that would be paid to the executives’ estates upon their termination. The actual amounts to be paid can only be determined at the time of the executive’s death or disability. All contributions to the Deferred Compensation Plan are fully vested upon contribution and would be paid out upon death or disability. See “Compensation Tables and Narratives—Nonqualified Deferred Compensation.”

  55. Potential Payments upon Death or Disability

    | Name | Lump Sum Payment Attributable to Salary(1) | Lump Sum Payment Attributable to Cash Incentive Bonus(1) | Continuation of Health Insurance Benefits(2) | Vesting of Stock Awards(3) | | Mr. Benck | $— | $— | $35,079 | $11,082,396 | | Mr. Lakkaraju | — | 261,890 | — | 1,627,968 | | Mr. Moezidis | — | 102,869 | — | 1,207,011 | | Mr. Beaver | — | 179,767 | — | 1,001,618 | | Ms. Turner | — | 130,918 | — | 687,103 |

  56. Potential Payments upon Death or Disability

    Payment based on executive’s annual base salary and cash incentive bonus as of December 31, 2023. The amounts do not include payments to the extent they are provided on a nondiscriminatory basis to salaried employees generally upon termination of employment, including accrued salary and vacation pay. (2) Estimated cost to the Company of providing health insurance benefits for 18 months following the death or disability of Mr. Benck. (3) The value of the accelerated vesting benefit equals (A) the number of RSUs that would vest on an accelerated basis upon the death or disability of the Named Executive Officers and for Mr. Benck all unvested PSU at target payout, multiplied by (B) the closing price per share of the Common Shares on December 31, 2023.

  57. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules) and certain Company performance for the fiscal years listed below. You should refer to “2023 Executive Compensation Program in Detail” in the Compensation Discussion and Analysis in this Proxy Statement for a complete description of how executive compensation relates to Company performance and how the Human Capital and Compensation Committee makes its decisions.

  58. PAY VERSUS PERFORMANCE DISCLOSURE

    | | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for Jeffrey W. Benck $ | Compensation Actually Paid to Jeffrey W. Benck(1)(2) $ | Average Summary Compensation Table Total for Non-CEO NEOs(3) $ | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) $ | BHE Total Shareholder Return $ | 10-K Peer Group Total Shareholder Return $ | Net Income (in thousands) $ | Revenue (in thousands) $ | | 2023 | 5,837,439 | 4,425,392 | 1,679,186 | 1,506,671 | 110.48 | 213.11 | 64,315 | 2,838,976 | | 2022 | 6,718,650 | 8,543,236 | 1,803,293 | 2,202,770 | 77.68 | 161.57 | 68,229 | 2,886,331 | | 2021 | 6,736,846 | 4,310,263 | 1,776,762 | 1,053,904 | 78.87 | 147.52 | 35,770 | 2,255,319 |

  59. PAY VERSUS PERFORMANCE DISCLOSURE

    Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:

  60. PAY VERSUS PERFORMANCE DISCLOSURE

    | | 2023 | | 2022 | | 2021 | | | | Jeffrey W. Benck | Average Non-CEO NEOs | Jeffrey W. Benck | Average Non-CEO NEOs | Jeffrey W. Benck | Average Non-CEO NEOs | | Total Compensation from Summary Compensation Table | $5,837,439 | $1,679,186 | $6,718,650 | $1,803,293 | $6,736,846 | $1,776,762 | | Adjustments for Equity Awards | | | | | | | | Adjustment for grant date values in the Summary Compensation Table | $(4,000,000) | $(1,081,250) | $(3,850,000) | $(854,673) | $(4,375,000) | $(961,344) | | Year-end fair value of unvested awards granted in the current year | $4,529,294 | $1,210,321 | $3,956,739 | $878,408 | $4,145,568 | $910,960 | | Year-over-year difference of year-end fair values for unvested awards granted in prior years | $(1,820,841) | $(286,789) | $1,755,646 | $377,497 | $(2,377,268) | $(688,242) | | Fair values at vest date for awards granted and vested in current year | $4,629,967 | $694,789 | $1,646,191 | $341,880 | $1,459,832 | $293,019 | | Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years | $(4,853,336) | $(727,383) | $(1,717,137) | $(356,934) | $(1,298,236) | $(282,430) | | Dividends or dividend equivalents not otherwise included in total compensation | $102,869 | $17,797 | $33,147 | $13,299 | $18,521 | $5,179 | | Total Adjustments for Equity Awards | $(1,412,047) | $(172,515) | $1,824,586 | $399,477 | $(2,426,583) | $(722,858) | | Compensation Actually Paid (as calculated) | $4,425,392 | $1,506,671 | $8,543,236 | $2,202,770 | $4,310,263 | $1,053,904 |

  61. PAY VERSUS PERFORMANCE DISCLOSURE

    (2) Assumptions used in the valuation of equity awards for purposes of calculating Compensation Actually Paid were materially the same as at grant date, except for adjusting for expected performance of PSUs at each measurement date. (3) Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year: 2023: Mr. Lakkaraju; Mr. Moezidis; Mr. Beaver; Ms. Turner 2022 and 2021: Mr. Lakkaraju; Mr. Buseman; Mr. Beaver; Mr. Crawford

  62. Descriptions of the Relationships Presented in the Pay Versus Performance Table

    Descriptions of the Relationships Presented in the Pay Versus Performance Table The illustrations below compare the relationships between CAP and the following measures: • the Company’s cumulative TSR and the Form 10-K Peer Group’s cumulative TSR; • the Company’s Net Income; and the Company’s Revenue CAP vs. TSR CAP vs. Net Income CAP vs. Revenue

  63. CEO Pay Ratio

    CEO Pay Ratio As required by SEC rules, the Company is disclosing the median of the annual total compensation of all employees of the Company (excluding the CEO), the annual total compensation of the CEO, and the ratio of the median of the annual total compensation of all employees to the annual total compensation of the CEO. The pay ratio below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K (“Item 402(u)”) and based on our internal records and the methodology described below. Consistent with Item 402(u), the Company reviewed its global employee population at the end of the Company’s fiscal year or December 31, 2023 to prepare the analysis. Using the Company’s internal records for December 31, 2023, the date selected by the Company for purposes of choosing the median employee, the global employee population consisted of approximately 13,553 individuals, with approximately 23% of these individuals located in the United States, 41% in Asia, 11% in Europe and the remaining 25% in Mexico. Based on a review of the data as of December 31, 2023, the Company concluded that there has been no change in its employee population or employee compensation arrangements that it believes would result in a significant change to its pay ratio disclosure. As a result, the median employee was identified using the Company’s last payroll records of 2022 and the base salary paid to employees (annualized in the case of employees who joined the Company during 2022), excluding our CEO, as the Company believes this to be a consistently applied measure across its population. Other sources of compensation were then added to calculate the annual total compensation of the median employee. For fiscal 2023, the median employee’s annual total compensation was $11,557 and the annual total compensation of the Company’s CEO was $5,837,439. Based on this information, the ratio of the annual total compensation of the Company’s CEO to the annual total compensation of its median employee for fiscal 2023 is 505:1. The median employee is a direct labor worker at our Penang, Malaysia manufacturing facility. This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and is based upon our reasonable judgments and assumptions. The SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio; accordingly, the pay ratio reported above may not be comparable to the pay ratio calculated by other companies, as other companies have different circumstances, employee populations and compensation practices, and may utilize different methodologies, exclusions, estimates and assumptions. The Company has not made any of the adjustments permissible by the SEC, nor have any material assumptions or estimates been made to identify the median employee or to determine annual total compensation.

  64. Compensation of Directors

    Compensation of Directors Employee directors have never received any additional compensation for serving on the Board above the compensation they received for serving as officers of the Company. For information regarding compensation programs with respect to our Named Executive Officers, see “Compensation Discussion and Analysis.” The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board. In setting non-employee director compensation, the Board considers the significant amount of time that directors spend in fulfilling their duties, as well as the skill they bring to the Board. Any changes to non-employee director compensation practices are recommended by the Human Capital and Compensation Committee, working with its Consultant, for approval by the full Board. The Human Capital and Compensation Committee annually reviews and evaluates non-employee director compensation practices in relation to comparable companies. Based on its most recent review, conducted with the benefit of the committee’s Consultant, the committee recommended no increase in the annual retainer that has been paid to directors or the fees paid for attendance at Board and committee meetings. Each non-employee director receives an RSU award with a $150,000 value on the date of the annual shareholders meeting; a director first elected on a date other than the date of the annual shareholders meeting receives an RSU award that is discounted on a pro rata basis for the portion of the year served. Each RSU vests over a one-year period following its issuance. In addition, non-employee directors are subject to a minimum share ownership requirement. Within five years of the date the director joins the Board, each non-employee director is required to directly own Common Shares of the Company with a market value of at least $350,000 (five times the annual board retainer). All Directors are in compliance with this ownership requirement, including those progressing toward the required amount.

  65. 2023 Director Summary Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards(1) ($) | Total ($) | | David W. Scheible | $167,500 | $150,000 | $317,500 | | Douglas M. Britt(2) | 60,000 | 205,890 | 265,890 | | Anne De Greef-Safft | 87,500 | 150,000 | 237,500 | | Douglas G. Duncan(3) | 21,875 | — | 21,875 | | Robert K. Gifford | 100,000 | 150,000 | 250,000 | | Ramesh Gopalakrishnan | 80,000 | 150,000 | 230,000 | | Kenneth T. Lamneck | 95,000 | 150,000 | 245,000 | | Jeffrey S. McCreary | 87,500 | 150,000 | 237,500 | | Lynn A. Wentworth | 95,000 | 150,000 | 245,000 |