BENCHMARK ELECTRONICS INC
For the period ended Apr 17, 2026. Filed Apr 17, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 17, 2026 · Filed Apr 17, 2026
Contents
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.
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.
28 Benchmark. Benchmark Electronics, Inc. • 2026 Proxy Statement
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:
| 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 |
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.
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.
| 2023 PSU Performance Goals | ||||
|---|---|---|---|---|
| Objective Level · Revenue · OperatingIncome 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% |
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.
29 Benchmark. Benchmark Electronics, Inc. • 2026 Proxy Statement
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