DEF 14A of Benchmark Electronics Inc, Apr 17, 2026

DEF 14A of Benchmark Electronics Inc

Filed Apr 17, 2026 · FY20250001193125-26-161703

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 based on this recommendation, the Board has nominated 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. Moezidis, 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 | 69 | Board Chair of the Company and Current Operating Advisor to the funds of Clayton, Dubilier & Rice | 2011 | | Douglas M. Britt | 61 | Executive Chairman of Boyd Corporation | 2023 | | Glynis A. Bryan | 67 | Retired Chief Financial Officer of Insight Enterprises, Inc. | 2025 | | Anne De Greef-Safft | 63 | Retired Group President of the Food Service Equipment Group of Standex International Corporation | 2019 | | Kenneth T. Lamneck | 71 | Retired President and Chief Executive Officer of Insight Enterprises, Inc. | 2013 | | Michael D. Slessor | 56 | Chief Executive Officer of FormFactor, Inc. | 2025 | | Charles M. Swoboda | 59 | Former Chairman, CEO and President of Cree, Inc. | 2025 | | Lynn A. Wentworth | 67 | Retired Chief Financial Officer and Treasurer of BlueLinx Holdings, Inc. | 2021 | | David A. Moezidis | 54 | President and Chief Executive Officer of the Company | 2026 |

  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 (4/9) Significant experience as a CEO at a publicly-traded company | | | | | | | | | | | Public Company COO and/or Division President (5/9) Significant experience as a COO at a publicly-traded company, or President of a major division of a publicly-traded company | | | | | | | | | | | Public Company Financial & Accounting Experience (9/9) 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 (7/9) 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 (4/9) 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 (2/9) 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 | | | | | | | | | | | Sustainability/Environmental, Social & Governance (ESG) (4/9) Experience with the development of corporate strategy and policy initiatives relating to Sustainability/ESG | | | | | | | | | | | Mergers & Acquisitions (9/9) Significant experience leading, analyzing or evaluating merger and acquisition transactions and/or opportunities | | | | | | | | | | | Supply Chain Management Experience (5/9) Management or other significant experience in supply chain management | | | | | | | | | | | Male | | | | | | | | | | | Female | | | | | | | | | | | Non-Binary | | | | | | | | | | | Prefer not to Disclose | | | | | | | | | | | 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: 69 Director Since: 2011 (Board Chair) Committees: • Human Capital and Compensation • Nominating, Sustainability and Governance | | DOUGLAS M. BRITT Age: 61 Director Since: 2023 Committees: • Audit | | Biographical Information | | Biographical Information | | | David W. Scheible has served as director of the Company since 2011 and has served as non-executive Chairman of the Board since March 2016. He serves on the Human Capital and Compensation Committee and the Nominating, Sustainability and Governance Committee. 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 Chairman of the Board (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 (NYSE:AVY), a global manufacturer of self-adhesive products, office products and specialized label systems. Mr. Scheible received an MBA in Finance and a BS in Biochemistry from Purdue University. | | Douglas M. Britt has served as director of the Company since 2023 and currently serves on the Audit Committee. Mr. Britt serves as Executive Chairman of Boyd Corporation, having previously served for six years as Chief Executive Officer, where he scaled the business and led the sale of Boyd Thermal to Eaton Corporation (NYSE:ETN) in 2026. He currently oversees the Boyd Thermal business within Eaton. Before joining Boyd in 2020, Mr. Britt was with Flex Ltd. (NASDAQ:FLEX), a global provider of design, engineering, manufacturing and supply chain solutions, from 2012 to 2020, where he served as President of the Integrated Solutions division, which was then a +$20 billion business unit that combined Industrial and Emerging Industries, Communications and Enterprise Compute, and Consumer Technologies Groups. Mr. Britt's previous positions include Corporate Vice President and Managing Director for the Americas at Future Electronics from 2009 to 2012, Senior Vice President of worldwide sales, marketing, and operations at Silicon Graphics from 2007 to 2009, and Executive Vice President of sales, operations, and supply chain at Solectron Corporation from 2000 to 2007. Mr. Britt currently serves on the board of directors of Helios Technologies (NYSE:HLIO) and is a member of the Helios nominating committee and audit committee. Mr. Britt holds a BS 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 a board 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

    | | GLYNIS A. BRYAN Age: 67 Director Since: 2025 Committees: • Human Capital and Compensation | | ANNE DE GREEF-SAFFT Age: 63 Director Since: 2019 Committees: • Human Capital and Compensation (Chair) • Nominating, Sustainability and Governance | | Biographical Information | | Biographical Information | | | Glynis A. Bryan has served as director of the Company since 2025 and is a member of the Human Capital and Compensation Committee. She currently serves as a director of Pinnacle West Capital Corporation (NYSE:PNW) and is a member of its audit, finance, and corporate governance and nominating committees. She also serves on the board of directors of Wesco International, Inc. (NYSE:WCC), where she is a member of its audit committee, as well as the board of directors of Ameriprise Financial Inc. (NYSE:AMP), where she is a member of its audit and risk committee. From 2007 until 2024, Ms. Bryan served as Chief Financial Officer of Insight Enterprises, Inc. (NASDAQ:NSIT), a solutions integrator helping accelerate transformation by unlocking the power of people and technology. From 2005 until 2007, she served as Chief Financial Officer of Swift Transportation, an American truckload motor shipping carrier. Ms. Bryan earned an MBA from Florida International University and a BA from York University. | | Anne De Greef-Safft has served as director of the Company since 2019, chairs the Board’s Human Capital and Compensation Committee, and is a member of the Nominating, Sustainability and Governance Committee. In February 2025, Ms. De Greef-Safft joined the board of Brady Corporation (NYSE:BRC), a global manufacturer of safety, identification and compliance solutions, and serves on its audit committee. From 2022 until 2025, Ms. De Greef-Safft served on the board of directors of Ambarella, Inc. (NASDAQ:AMBA), an edge AI semiconductor company, and was a member of its nominating and governance and compensation committees. From 2018 to 2025, Ms. De Greef-Safft also served as a member of the board of directors of Ag Growth International Inc. (TSX:AFN), a provider of solutions for global food infrastructure where she chaired its human resources and compensation committee and was a member of its governance and sustainability committee. From 2018 to 2024, she provided strategic and operational consulting services to private equity firms, including Windjammer Capital, and their portfolio companies. She was Group President of the Food Service Equipment Group of Standex International Corporation (NYSE:SXI) from 2015 to 2017. 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. In 2025, Ms. De Greef-Safft completed the Director's Guide to AI program through NACD (National Association of Corporate Directors), and in 2023 she completed the Climate Leadership Certificate program through Diligent. | | | Qualifications Ms. Bryan brings deep corporate and operational finance capability to the board, including expertise across capital markets, mergers and acquisitions, risk management, technology and digital transformation, and strategic planning. She also brings a strong background in corporate governance through her services on public company boards over two decades. | | Qualifications Ms. De Greef-Safft’s extensive experience in global innovation-driven industrial companies and in public company governance brings to the Board expertise in strategic growth, global market development, operations, risk management, M&A and integration, and human capital management. | |

  8. Board Tenure, Skills and Qualifications

    | | KENNETH T. LAMNECK Age: 71 Director Since: 2013 Committees: • Human Capital and Compensation • Nominating, Sustainability and Governance (Chair) | | MICHAEL D. SLESSOR Age: 56 Director Since: 2025 Committees: • Audit | | Biographical Information | | Biographical Information | | | Kenneth T. Lamneck has served as director of the Company since 2013, is a member of the Human Capital and Compensation Committee and chairs the Nominating, Sustainability and Governance Committee. He currently serves on the board of Fidelity National Information Services, Inc. (NYSE:FIS), chairs its corporate governance, nominating and sustainability committee and is a member of its compensation committee. Mr. Lamneck also currently serves on the board of TD SYNNEX (NYSE:SNX), chairs its nominating and corporate governance committee and is a member of the technology committee. From 2010 until 2021, he served as President, Chief Executive Officer and a Director of Insight Enterprises, Inc. (NASDAQ:NSIT), a solutions integrator helping accelerate transformation by unlocking the power of people and technology. 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 (NYSE:ARW), 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 received an MBA from the University of Texas at El Paso and a BS from the United States Military Academy at West Point. | | Michael D. Slessor has served as director of the Company since 2025 and is a member of the Audit Committee. He currently serves as CEO of FormFactor, Inc. (NASDAQ:FORM), a global leader in advanced wafer test solutions for the semiconductor industry. Dr. Slessor brings over 25 years of experience in semiconductor production equipment and consumables, technology product development, and transformational business leadership. Under his leadership, FormFactor successfully acquired and integrated Cascade Microtech, broadening the company’s product lineup and global customer reach. Prior to FormFactor, Dr. Slessor held leadership roles at KLA Corporation (NASDAQ:KLAC) and served as CEO of MicroProbe, where he led the company through its acquisition by FormFactor in 2012. Dr. Slessor holds a PhD in Aeronautics and Physics from the California Institute of Technology and a BASc in Engineering Physics from the University of British Columbia. | | | 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 Dr. Slessor brings over 25 years of experience in semiconductor production equipment and consumables, technology product development, and transformational business leadership. | |

  9. Board Tenure, Skills and Qualifications

    | | CHARLES M. SWOBODA Age: 59 Director Since: 2025 Committees: • Audit | | LYNN A. WENTWORTH Age: 67 Director Since: 2021 Committees: • Audit (Chair) • Nominating, Sustainability & Governance | | Biographical Information | | Biographical Information | | | Charles M. Swoboda has served as director of the Company since 2025 and is a member of the Audit Committee. He currently serves on the board of Ryder System, Inc. (NYSE:R), a leading logistics and transportation company, and is a member of its audit and corporate governance and nominating committees. He was Chairman and CEO of Cree, Inc. (NASDAQ:CREE) from 2005 to 2017, where he led the company’s transformation into a global leader in LED lighting and semiconductor technology. Under his leadership, Cree grew from $177 million to $1.6 billion in annual revenue, launched thousands of products, and secured over 5,000 patents. Mr. Swoboda also oversaw strategic M&A activity, global expansion including a major campus in China, and the development of smart building-enabled lighting solutions. He holds a BS in Electrical Engineering from Marquette University and has served on numerous public and private boards across technology, industrial, and life sciences sectors. | | Lynn A. Wentworth has served as director of the Company since 2021. She currently chairs the Board’s Audit Committee and is also a member of its Nominating, Sustainability and Governance Committee. Ms. Wentworth also serves as the lead independent director for Lineage (NASDAQ:LINE), the world’s largest temperature-controlled industrial REIT and logistics solutions provider, where she previously served as its audit committee chair. She continues to serve as a member of Lineage’s audit talent and compensation committees and chairs its equity award committee. Ms. Wentworth also serves as a director and chair of the compensation & management development committee and a member of the nominating and corporate governance committee for Graphic Packaging Holding Company (NYSE:GPK) and, until recently, was its audit committee chair. 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 in March 2023 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 BA from Babson College, a MS in taxation from Bentley College and a MBA from Georgia State University. In 2024, Ms. Wentworth completed a climate certification program through Competent Boards. | | | Qualifications Mr. Swoboda has more than 16 years of experience as a public company CEO and board member. He has industry experience in semiconductors, technology, industrial, automotive, and e-commerce. Additionally, he brings management expertise in strategy, innovation, manufacturing, marketing, sales, and intellectual property matters. | | 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

    | | DAVID A. MOEZIDIS Age: 54 Director Since: 2026 • Company’s President and Chief Executive Officer | | Biographical Information | | | David A. Moezidis has served as President and Chief Executive Officer of the Company since March 2026. Prior to such role, Mr. Moezidis served as Executive Vice President, Chief Commercial Officer of the Company since July 2023. He has over 30 years of leadership experience in operations, engineering, sales, and marketing in the digital imaging, semiconductor capital equipment, and electronic manufacturing services industries. Prior to Benchmark, Mr. Moezidis spent 25 years at Flex (NASDAQ:FLEX) in various leadership positions, including President of the Lifestyle Solutions group and Senior Vice President of the Industrial and Energy group. Earlier in his career, he held engineering operations and marketing roles at KLA Corporation (NASDAQ:KLAC) and began his professional journey in customer engineering at Eastman Kodak Company. Mr. Moezidis holds two BS degrees in Engineering, an MBA from Pepperdine University, and has completed the Executive Management Program at Stanford University. | | | Qualifications Mr. Moezidis brings over 30 years of leadership experience in operations, engineering, sales, and marketing in the digital imaging, semiconductor capital equipment, and electronic manufacturing services industries which enables him to provide knowledge to the Board from a deep understanding of operations and management of companies in the technology industry. | |

  11. 2025 Compensation Highlights

    2025 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 corollary 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 2025: • Base Salaries: The Human Capital and Compensation Committee approved base salary increases for our Named Executive Officers ranging from 3% to 9.5% based on market data, performance, and internal reviews. Please see the "2025 Executive Compensation Program in Detail - Base Salary" section in the Compensation Discussion and Analysis for more information. • As previously announced on the Company’s Form 8-K filed with the Securities and Exchange Commission on December 16, 2025, David L. Cummings succeeded Mr. Moezidis as Chief Commercial Officer following Mr. Moezidis’ promotion to President as part of the Company's succession planning. In recognition of Mr. Moezidis’ promotion to President during this transition period, the Human Capital and Compensation Committee of the Board of Directors approved an increase in Mr. Moezidis’ base salary from $546,300 to $650,000 together with an increase in his target annual cash incentive compensation from $409,725 to $487,500 (as a percentage of salary, Mr. Moezidis’ target annual cash incentive compensation remained unchanged at 75%). • Annual Performance-Based Incentive Awards: Our Named Executive Officers earned annual incentives just below target consistent with our financial results based on the achievement of performance related to revenue, Adjusted Operating Income (as defined below) and Adjusted Inventory levels (as defined below). • 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”) at target level of performance 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: • 2025-2027 PSU awards: In the first quarter of 2025, the Company issued long-term equity-based incentive compensation awards to the Named Executive Officers consisting of 50% in PSUs (at target level of performance) and 50% in RSUs. PSUs are earned based on the achievement of performance related to revenue, operating income margin and operating cash flow goals as documented in the Company’s three-year strategic plan. • 2023-2025 PSU awards: The Company issued no shares under the 2023 PSU three-year awards, for which the performance period ended in December 2025, because the 2023 performance metrics were not achieved.

  12. CEO Transition

    CEO Transition As previously disclosed, in connection with the Company’s planned CEO succession, the Company entered into an employment agreement with David Moezidis in February 2026, and he became President and Chief Executive Officer effective March 31, 2026. This agreement reflects the Company’s leadership transition strategy and is designed to support continuity, performance, and long-term value creation. The Compensation Committee established a compensation package that is market-competitive and aligned with shareholder interests, including an annual base salary of $900,000, a target annual incentive opportunity of 115% of base salary, and long-term equity incentives. In connection with his transition, Mr. Moezidis received equity awards in 2026 with an aggregate grant date value of $4.0 million, consisting of (i) $2.5 million representing his customary annual equity award for 2026 in his role as President and (ii) $1.5 million in additional equity awards granted in connection with his appointment as CEO. Each component was structured with 50% time-based restricted stock units and 50% performance stock units. The time-based restricted stock units vest in three equal annual installments, subject to continued employment, and the performance stock units vest based on achievement of multi-year performance goals over a three-year performance period, consistent with the terms applicable to other senior executives. The employment agreement also includes customary severance and change-in-control provisions and post-employment restrictive covenants, consistent with market practice for chief executive officers. The employment agreement is filed as an exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 19, 2026.

  13. 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 2025 was based on (i) total revenue, (ii) Adjusted Operating Income (as defined below), and (iii) Adjusted Inventory levels (as defined below). • 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 have a three-year performance cycle. • RSUs, which vest over a three-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.

  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 2025 were set by the Human Capital and Compensation Committee in the first quarter of 2025. The following table sets forth the potential 2025 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. Threshold payout is equal to 50% of the target award opportunity, and the maximum payout is equal to 200% of the target award opportunity. No award is earned below threshold; achievements between the different achievement levels (i.e., between threshold and target, and target and maximum) are paid ratably:

  15. Annual Incentives

    | | Potential 2025 Incentive Payments as a Percentage of Salary Related to Achievement of Performance Goals | | | | Named Executive | Threshold | Target | Maximum | | Jeffrey W. Benck | 65.0% | 130.0% | 260.0% | | David A. Moezidis | 37.5% | 75.0% | 150.0% | | Bryan R. Schumaker | 40.0% | 80.0% | 160.0% | | David A. Valkanoff | 37.5% | 75.0% | 150.0% | | Stephen J. Beaver | 35.0% | 70.0% | 140.0% |

  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 (as defined below), and (iii) Adjusted Inventory (as defined below), weighted 40%, 45% and 15%, respectively. Each plan component is assessed independently with respect to 2025 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 inventory 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. “Adjusted Operating Income” is defined as the operating income as reported in the Company’s audited consolidated financial statements for the measurement year, excluding one-time, non-recurring, non-operational gains or charges and amortization of intangible assets. “Adjusted Inventory” is defined as the combined sum of inventories and contract assets, less advance payments from customers, on the consolidated balance sheet as of December 31, 2025 (subject to certain adjustments). At its regular first quarter 2026 meeting, the Human Capital and Compensation Committee determined that the performance goals for the 2025 annual incentive plan were achieved in the aggregate at 95.87% of target.

  17. Annual Incentives

    | | Company Performance Goals | | | | Objective Level | Revenue | Adjusted Operating Income | Adjusted Inventory | | Threshold | $2.502 billion | $110.6 million | $659.3 million | | Target | $2.780 billion | $147.5 million | $627.9 million | | Maximum | $3.058 billion | $171.1 million | $560.7 million | | Actual | $2.659 billion | $130.4 million | $549.9 million | | Achievement to Target | 78.25% | 76.81% | 200.00% |

  18. Annual Incentives

    At its regular first quarter 2026 meeting, the Human Capital and Compensation Committee determined the extent to which the 2025 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 thresholds for revenue and Adjusted Operating Income, and exceeded maximum for Adjusted Inventory, as described above. The table below sets forth the incentive award earned by each of the Named Executive Officers based on the 2025 performance results described above.

  19. Annual Incentives

    | | Amount of Cash Incentive Earned | % of Earned Base Salary | | Jeffrey W. Benck | $1,278,570 | 124.6%(1) | | David A. Moezidis | $381,470 | 71.9%(2) | | Bryan R. Schumaker | $413,480 | 76.7%(3) | | David A. Valkanoff | $354,732 | 71.9%(4) | | Stephen J. Beaver | $316,509 | 67.1%(5) |

  20. Annual Incentives

    Mr. Benck’s incentive payment consisted of the following percentages of base salary for each performance goal: 40.7% for revenue, 44.9% for Adjusted Operating Income and 39.0% for Adjusted Inventory. (2) Mr. Moezidis' incentive payment consisted of the following percentages of base salary for each performance goal: 23.5% for revenue, 25.9% for Adjusted Operating Income and 22.5% for Adjusted Inventory. (3) Mr. Schumaker’s incentive payment consisted of the following percentages of base salary for each performance goal: 25.0% for revenue, 27.7% for Adjusted Operating Income and 24.0% for Adjusted Inventory. (4) Mr. Valkanoff’s incentive payment consisted of the following percentages of base salary for each performance goal: 23.5% for revenue, 25.9% for Adjusted Operating Income and 22.5% for Adjusted Inventory. (5) Mr. Beaver’s incentive payment consisted of the following percentages of base salary for each performance goal: 21.9% for revenue, 24.2% for Adjusted Operating Income and 21.0% for Adjusted 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 increased equity ownership by our executives. In the first quarter of 2025, the committee awarded executive officers a combination of PSUs and RSUs under the Company’s 2019 Omnibus Incentive Compensation Plan (as amended, the “2019 Omnibus Plan”) as further described below.

  22. 2025 Awards

    2025 Awards The long-term equity-based incentive compensation awards made in the first quarter of 2025 consisted of 50% of the total value awarded in PSUs (at target level of performance) and 50% in RSUs. PSUs—The committee believes the PSUs, which are subject to the achievement of measurable 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 2025 grants were set by the committee and relate to the achievement of revenue, Operating Income Margin (as defined below) and Operating Cash Flow (as defined below) 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 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 vest over three 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 any specific 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 20, 2025 (the date of the grant) was $42.21. The table below shows the target PSUs and RSUs awarded for fiscal 2025 for each of the Named Executive Officers:

  23. 2025 Awards

    | | 2025 PSUs | | 2025 RSUs | | | | # of Units | Grant Date $ Value | # of Units | Grant Date $ Value | | Jeffrey W. Benck | 59,228 | $2,500,000 | 59,228 | $2,500,000 | | David A. Moezidis | 16,584 | $700,000 | 16,584 | $700,000 | | Bryan R. Schumaker | 8,885 | $375,000 | 8,885 | $375,000 | | David A. Valkanoff | 16,584 | $700,000 | 16,584 | $700,000 | | Stephen J. Beaver | 14,215 | $600,000 | 14,215 | $600,000 |

  24. 2025 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 is derived from the Company’s overall financial objectives, which for PSUs awarded in 2025 with a three-year performance period ending in December 2027, 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: Adjusted Operating Income divided by the revenue; and • Operating Cash Flow: The Operating Cash Flow shall be the total net cash provided by operating activities as reported in the Company's consolidated statement of cash flows for the measurement year. The Human Capital and Compensation Committee believes that revenue growth, Operating Income 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. 2023 PSU Award Results

    2023 PSU Award Results The table below sets forth the threshold, target and maximum performance goals for the 2023 PSU three-year awards comprised of (i) revenue, (ii) Operating Income Margin, and (iii) ROIC (as defined below), weighted in equal thirds. Each plan component is assessed independently with respect to 2025 financial results of the Company.

  26. 2023 PSU Award Results

    | | 2023 PSU Performance Goals | | | | Objective Level | Revenue | Operating Income Margin | ROIC | | Threshold - 50% | $3.085 billion | 4.94% | 12.70% | | Target - 100% | $3.608 billion | 5.60% | 14.80% | | Maximum - 250% | $4.153 billion | 6.31% | 17.09% | | Actual | $2.659 billion | 4.26% | 9.53% |

  27. 2023 PSU Award Results

    At its regular first quarter 2026 meeting, the Human Capital and Compensation Committee determined that the performance goals for the 2023 PSU awards did not meet threshold achievement and, therefore, no shares were approved and issued under such awards. ROIC was 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 was equal to the book tax rate for the Company for the measurement year, excluding all discrete items. The quarterly average of invested capital equaled 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 equaled 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.

  28. Securities Trading Policy

    Securities Trading Policy It is the policy of the Company that it will comply with all applicable securities laws. Accordingly, the Company’s Securities Trading Policy applies to all directors, officers or employees and governs transactions involving the sale or purchase of the Company’s equity securities (as defined in the Exchange Act) including transactions by the Company in its own equity securities. When transacting in its own securities, the Company will not engage in such transactions while aware of material nonpublic information relating to the Company, except pursuant to a properly adopted “Rule 10b5-1 trading plan” and when engaging in transactions with plan participants pursuant to any equity incentive compensation plan, including transactions with grantees or holders of options, warrants, rights, and restricted stock units, whether time-based vesting or performance-based vesting, including the holder’s exercise, including cashless exercise of stock options, conversion, vesting, direct tax withholding, payment of exercise price, or other elections pursuant to a grant or award. Refer to Exhibit 19.1 of Company’s Annual Report on Form 10-K for the year ended December 31, 2025 for the Company’s Securities Trading Policy.

  29. Analysis of Compensation Risk

    | Component | Potential Risk | Mitigating Factors | | Base Salary | • Increase in fixed expense. • Retention challenges if below market levels. | • Management of expenses and increases. • Annual market surveys. | | Annual Incentive Plan | • Imprudent risk taking to maximize short-term reported financial results. • Short term operating income optimization without regard for longer term results. | • Internal financial controls. • Award caps. • Tied to independently audited results. • Clawback Policy. | | Long-Term Equity-Based Incentive Plans | • Imprudent risk taking to maximize short-term stock price. • Earnings manipulation. | • Long-term incentive awards at risk. • Share ownership guidelines. • 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. |

  30. Analysis of Compensation Risk

    | Component | Potential Risk | Mitigating Factors | | 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. |

  31. Summary Compensation Table

    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, 2025, 2024 and 2023.

  32. 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(4) | 2025 | 1,025,885 | — | 5,000,000 | 1,278,570 | 107,414 | 7,411,869 | | Former President, | 2024 | 1,004,615 | — | 4,200,000 | 1,234,431 | 105,349 | 6,544,395 | | Chief Executive Officer | 2023 | 973,077 | — | 4,000,000 | 765,690 | 98,672 | 5,837,439 | | David A. Moezidis(5) | 2025 | 530,537 | — | 1,400,000 | 381,470 | 45,970 | 2,357,977 | | President, | 2024 | 517,377 | — | 1,300,000 | 366,769 | 204,583 | 2,388,729 | | Chief Executive Officer | 2023 | 217,885 | 100,000 | 1,600,000 | 102,869 | 32,519 | 2,053,273 | | Bryan R. Schumaker(6) | 2025 | 539,115 | — | 750,000 | 413,480 | 50,875 | 1,753,470 | | Executive Vice President, | 2024 | 100,827 | 75,000 | 1,400,000 | — | 1,572 | 1,577,399 | | Chief Financial Officer | | | | | | | | | David A. Valkanoff(7) | 2025 | 493,351 | — | 1,400,000 | 354,732 | 121,985 | 2,370,068 | | Executive Vice President, | 2024 | 477,192 | — | 1,000,000 | 315,730 | 158,831 | 1,951,753 | | Chief Operating Officer | | | | | | | | | Stephen J. Beaver | 2025 | 471,635 | — | 1,200,000 | 316,509 | 42,247 | 2,030,391 | | Senior Vice President, General Counsel and | 2024 | 457,483 | — | 900,000 | 281,069 | 39,132 | 1,677,684 | | Chief Legal Officer, Corporate Secretary | 2023 | 439,340 | — | 850,000 | 179,767 | 33,929 | 1,503,036 |

  33. Summary Compensation Table

    (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, 2025, 2024 and 2023, 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. See Note 1—“Summary of Significant Accounting Policies—Stock-Based Compensation” of our Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K for discussion of assumptions used for computing the fair value of awards granted. 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 200% of target for grants in 2025, the grant date fair value of PSU awards for each of our Named Executive Officers would be as follows:

  34. Summary Compensation Table

    | Mr. Benck | $5,000,000 | | Mr. Moezidis | $1,400,000 | | Mr. Schumaker | $750,000 | | Mr. Valkanoff | $1,400,000 | | Mr. Beaver | $1,200,000 |

  35. 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. See “Compensation Discussion and Analysis—2025 Executive Compensation Program in Detail—Annual Incentives” in this Proxy Statement. The amounts include cash bonuses earned in year of service regardless of when paid. The bonuses for 2025 were paid in early 2026. For the year ended December 31, 2025, the “All Other Compensation” column includes (a) $13,800 to each of Messrs. Benck, Moezidis, Schumaker Valkanoff and Beaver 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, Moezidis, Schumaker, Valkanoff and Beaver 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 $12,684 of perquisites during 2025, which included $5,000 for financial planning services, $3,600 for a health club membership and $4,084 for his annual executive physical. Mr. Moezidis received $8,669 of perquisites during 2025, which included $2,120 for financial planning services, $3,520 for a health club membership and $3,029 for his annual executive physical. Mr. Schumaker received $11,796 of perquisites during 2025, which included $4,770 for financial planning services, $3,600 for a health club membership and $3,426 for his annual executive physical.. Mr. Valkanoff received $87,816 of perquisites during 2025, which included $80,000 in relocation assistance, $4,426 for financial planning services and $1,800 for a health club membership and $1,590 for his annual executive physical. Mr. Beaver received $10,877 of perquisites during 2025 which included $5,000 for financial planning services and $3,600 for a health club membership and $2,277 for his annual executive physical. Mr. Benck retired as CEO effective March 31, 2026. (5) Mr. Moezidis is the Company’s President and CEO effective March 31, 2026. Prior to such role, Mr. Moezidis was the Company’s Executive Vice President, Chief Commercial Officer since July 2023 and served as its President beginning September 2, 2025. (6) Mr. Schumaker became an Executive Officer in October 2024 and was deemed a Named Executive Officer in 2024. Mr. Valkanoff became an Executive Officer in July 2023 and was deemed a Named Executive Officer in 2024.

  36. 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, 2025, the Company had equity awards outstanding with respect to 1.5 million Common Shares under the Company’s 2010 Omnibus Plan and 2019 Omnibus Plan, and 1.3 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 2025 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 2025; accordingly, these columns have been omitted.

  37. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  38. 2025 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 | 2/20/2025 | — | — | — | 29,614 | 59,228 | 118,456 | — | 2,500,000 | | | 2/20/2025 | — | — | — | — | — | — | 59,228 | 2,500,000 | | | 2/20/2025 | 682,890 | 1,365,780 | 2,731,560 | — | — | — | — | — | | David A. Moezidis | 2/20/2025 | — | — | — | 8,292 | 16,584 | 33,168 | — | 700,000 | | | 2/20/2025 | — | — | — | — | — | — | 16,584 | 700,000 | | | 2/20/2025 | 243,750 | 487,500 | 975,000 | — | — | — | — | — | | Bryan R. Schumaker | 2/20/2025 | — | — | — | 4,443 | 8,885 | 17,770 | — | 375,000 | | | 2/20/2025 | — | — | — | — | — | — | 8,885 | 375,000 | | | 2/20/2025 | 222,560 | 445,120 | 890,240 | — | — | — | — | — | | David A. Valkanoff | 2/20/2025 | — | — | — | 8,292 | 16,584 | 33,168 | — | 700,000 | | | 2/20/2025 | — | — | — | — | — | — | 16,584 | 700,000 | | | 2/20/2025 | 198,948 | 397,896 | 795,792 | — | — | — | — | — | | Stephen J. Beaver | 2/20/2025 | — | — | — | 7,108 | 14,215 | 28,430 | — | 600,000 | | | 2/20/2025 | — | — | — | — | — | — | 14,215 | 600,000 | | | 2/20/2025 | 175,577 | 351,154 | 702,307 | — | — | — | — | — |

  39. 2025 Grants of Plan-Based Awards

    The information included in the “Threshold”, “Target” and “Maximum” columns represents the range of potential payout under the 2025 annual executive incentive compensation plan for the Named Executive Officers in 2025. (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 2025. The number of PSUs that will ultimately be earned will not be determined until the end of the performance period, which is December 31, 2027. 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 2025, as computed in accordance with FASB ASC Topic 718. See Note 1—“Summary of Significant Accounting Policies—Stock-Based Compensation” of our Consolidated Financial Statements included in our 2025 Annual Report on Form 10-K for discussion of assumptions used for computing the fair value of awards granted. 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.

  40. Outstanding Equity Awards at Fiscal Year-End

    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, 2025.

  41. 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 | 165,992(1) | 7,097,818 | 130,127(2) | 5,564,231 | | Mr. Moezidis | 53,048(1) | 2,268,332 | 38,529(2) | 1,647,500 | | Mr. Schumaker | 19,417(1) | 830,271 | 24,683(2) | 1,055,445 | | Mr. Valkanoff | 37,763(1) | 1,614,746 | 33,465(2) | 1,430,963 | | Mr. Beaver | 36,403(1) | 1,556,592 | 29,408(2) | 1,257,486 |

  42. 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, 2025, subject to the executive’s continued employment.

  43. Outstanding Equity Awards at Fiscal Year-End

    | Vesting Date | Mr. Benck | Mr. Moezidis | Mr. Schumaker | Mr. Valkanoff | Mr. Beaver | | February 20, 2026 | 19,744 | 5,528 | 2,963 | 5,528 | 4,739 | | February 22, 2026 | 23,633 | 7,315 | — | 5,627 | 5,064 | | February 23, 2026 | 20,484 | — | — | — | 4,352 | | February 25, 2026 | 18,531 | — | — | — | 3,355 | | August 15, 2026 | — | 10,917 | — | 4,963 | — | | October 14, 2026 | — | — | 5,266 | — | — | | February 20, 2027 | 19,742 | 5,528 | 2,961 | 5,528 | 4,738 | | February 22, 2027 | 23,633 | 7,315 | — | 5,627 | 5,064 | | February 23, 2027 | 20,483 | — | — | — | 4,353 | | August 15, 2027 | — | 10,917 | — | 4,962 | — | | October 14, 2027 | — | — | 5,266 | — | — | | February 20, 2028 | 19,742 | 5,528 | 2,961 | 5,528 | 4,738 | | | 165,992 | 53,048 | 19,417 | 37,763 | 36,403 |

  44. 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 and as high as 2 times the target number for shares issued in 2025. PSU awards with a performance period ending as of December 31, 2025, did not meet threshold achievement and, therefore no shares are represented in the table.

  45. 2025 Stock Vested Table

    2025 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, 2025.

  46. 2025 Stock Vested Table

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Mr. Benck | 110,226 | 4,530,229 | | Mr. Moezidis | 18,233 | 721,180 | | Mr. Schumaker | 5,266 | 198,897 | | Mr. Valkanoff | 10,589 | 420,597 | | Mr. Beaver | 21,576 | 885,950 |

  47. 2025 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.

  48. 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.

  49. 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.

  50. 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 | — | 80,594 | 58,810 | — | 517,189 | | Mr. Moezidis | — | 23,190 | 1,757 | — | 60,122 | | Mr. Schumaker | — | 24,995 | 1,700 | — | 26,655 | | Mr. Valkanoff | — | 20,045 | 1,466 | — | 50,847 | | Mr. Beaver | — | 17,570 | 9,073 | — | 96,193 |

  51. 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 - $340,402, Mr. Moezidis - $34,008, Mr. Schumaker - $0, Mr. Valkanoff - $28,453, and Mr. Beaver - $64,444.

  52. 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. Moezidis, Schumaker, Valkanoff and Beaver 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. Moezidis, Schumaker, Valkanoff and Beaver continuation of health insurance coverage for one year after the termination of employment. Additionally, in the case of Messrs. Moezidis, Schumaker, Valkanoff and Beaver, 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 terminates Mr. Benck’s employment without cause or Mr. Benck terminates 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 (as defined in Mr. Benck's employment agreement) prior to the termination date, and all of his unvested performance-based awards would be forfeited. In the event the Company terminates Mr. Benck’s employment without cause or Mr. Benck terminates his employment for “good reason” within the 24-month period immediately following a change in control of the Company, 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. Moezidis, Schumaker, Valkanoff and Beaver, “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.

  53. 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, 2025 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.

  54. 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 | 4,832,760 | 42,928 | 5,113,455(3) | 9,989,143(5) | | Mr. Benck—Change in Control | 14,498,280 | 42,928 | 16,165,546(4) | 30,706,754(5) | | Mr. Moezidis | 1,031,470 | 18,333 | — | 1,049,803(5) | | Mr. Moezidis—Change in Control | 2,062,940 | 27,500 | 4,764,619(4) | 6,855,059(5) | | Mr. Schumaker | 969,880 | 28,619 | — | 998,499(5) | | Mr. Schumaker—Change in Control | 1,939,760 | 42,928 | 1,280,619(4) | 3,263,307(5) | | Mr. Valkanoff | 885,260 | 28,619 | — | 913,879(5) | | Mr. Valkanoff—Change in Control | 1,770,520 | 42,928 | 3,045,709(4) | 4,859,157(5) | | Mr. Beaver | 818,157 | 29,573 | — | 847,730(5) | | Mr. Beaver—Change in Control | 1,636,314 | 44,360 | 3,558,573(4) | 5,239,247(5) |

  55. 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, 2025 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. Moezidis, Schumaker, Valkanoff and Beaver, 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, 2025. (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, 2025. (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.

  56. 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, 2025, 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.”

  57. 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 | — | — | 42,928 | 16,208,474 | | Mr. Moezidis | — | 381,470 | — | 2,649,802 | | Mr. Schumaker | — | 413,480 | — | 638,654 | | Mr. Valkanoff | — | 354,732 | — | 1,969,478 | | Mr. Beaver | — | 316,509 | — | 1,873,101 |

  58. Potential Payments upon Death or Disability

    (1) Payment based on executive’s annual base salary and cash incentive bonus as of December 31, 2025. 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. 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, 2025.

  59. 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 “2025 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.

  60. 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(4) $ | Net Income (in thousands) $ | Revenue (in thousands) $ | | 2025 | 7,411,869 | 3,680,749 | 2,127,977 | 1,228,811 | 176.76 | 185.16 | 24,852 | 2,659,108 | | 2024 | 6,544,395 | 10,504,543 | 1,665,717 | 1,844,780 | 149.30 | 150.80 | 61,126 | 2,656,105 | | 2023 | 5,837,439 | 4,425,392 | 1,679,186 | 1,506,671 | 89.35 | 120.18 | 68,943 | 2,838,976 | | 2022 | 6,718,650 | 8,543,236 | 1,803,293 | 2,202,770 | 84.06 | 126.12 | 68,229 | 2,886,331 | | 2021 | 6,736,846 | 4,310,263 | 1,776,762 | 1,053,904 | 83.10 | 126.69 | 35,770 | 2,255,319 |

  61. PAY VERSUS PERFORMANCE DISCLOSURE

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

  62. PAY VERSUS PERFORMANCE DISCLOSURE

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | Jeffrey W. Benck $ | Average Non-CEO NEOs $ | Jeffrey W. Benck $ | Average Non-CEO NEOs $ | 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 | 7,411,869 | 2,127,977 | 6,544,395 | 1,665,717 | 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 | (5,000,000) | (1,187,500) | (4,200,000) | (1,055,000) | (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 | 5,065,161 | 1,203,010 | 7,439,589 | 1,492,843 | 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 | (281,857) | (59,640) | 320,701 | 79,748 | (1,820,841) | (286,789) | 1,755,646 | 377,497 | (2,377,268) | (688,242) | | Fair values at vest date for awards granted in prior fiscal years and vested in current year | (3,218,815) | (792,423) | 4,062,637 | 480,590 | 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 | (474,031) | (75,135) | (3,819,931) | (414,109) | (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 | 178,422 | 12,522 | 157,152 | 10,144 | 102,869 | 17,797 | 33,147 | 13,299 | 18,521 | 5,179 | | Grants made in prior fiscal years that are forfeited during 2024 | — | | — | (415,153) | — | — | — | — | — | — | | Compensation Actually Paid (as calculated) | 3,680,749 | 1,228,811 | 10,504,543 | 1,844,780 | 4,425,392 | 1,506,671 | 8,543,236 | 2,202,770 | 4,310,263 | 1,053,904 |

  63. PAY VERSUS PERFORMANCE DISCLOSURE

    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: 2025: Mr. Moezidis; Mr. Schumaker; Mr. Valkanoff; Mr. Beaver 2024: Mr. Moezidis; Mr. Schumaker; Mr. Kamal; Mr. Valkanoff; Mr. Beaver; Mr. Lakkaraju 2023: Mr. Moezidis; Mr. Beaver; Ms. Rhonda R. Buseman; Mr. Lakkaraju 2022 and 2021: Michael D. Buseman; Mr. Beaver; Robert B. Crawford; Mr. Lakkaraju (4) The Peer Group Index is the Nasdaq U.S. Benchmark Electronic Components Index.

  64. 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

  65. 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 (December 31, 2025) to prepare the analysis. Using the Company’s internal records for December 31, 2025, the date selected by the Company for purposes of choosing the median employee, the global employee population consisted of approximately 11,840 individuals, with approximately 24% of these individuals located in the United States, 50% in Asia, 11% in Europe and the remaining 15% in Mexico. The median employee was identified using the Company's last payroll records of 2025 and the base salary and bonus paid to employees (annualized in the case of employees who joined the Company during 2025), 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 2025, the median employee’s annual total compensation was $24,053 and the annual total compensation of the Company’s CEO was $7,411,869. 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 2025 is 308:1. The median employee is a direct labor worker at our Korat, Thailand 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.

  66. 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, and the Board approved the following increases effective May 2025: an increase to the Board annual retainer of $15,000, an increase to the Board Chair retainer of $30,000, and an increase in value of the RSU award to $180,000 for each non-employee director effective as of the date of the 2025 annual shareholders meeting. A director first elected on a date after the date of the 2025 annual shareholders meeting receives a pro-rated RSU award 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 $425,000 (five times the annual board retainer). All directors are either currently in compliance with this ownership requirement or have not been with the Company five years and are progressing toward the required amount.

  67. 2025 Director Summary Compensation Table

    | Name | Fees Earned or Paid in Cash $ | Stock Awards(1) $ | Total $ | | David W. Scheible | 188,750 | 180,000 | 368,750 | | Douglas M. Britt | 83,750 | 180,000 | 263,750 | | Glynis A. Bryan | 41,250 | 180,000 | 221,250 | | Anne De Greef-Safft | 91,250 | 180,000 | 271,250 | | Robert K. Gifford(2) | 75,000 | 180,000 | 255,000 | | Ramesh Gopalakrishnan(3) | 42,500 | — | 42,500 | | Kenneth T. Lamneck | 98,750 | 180,000 | 278,750 | | Jeffrey McCreary(4) | 48,125 | — | 48,125 | | Michael D. Slessor | — | 107,507 | 107,507 | | Charles M. Swoboda | 23,750 | 139,068 | 162,818 | | Lynn A. Wentworth | 111,250 | 180,000 | 291,250 |