BENCHMARK ELECTRONICS INC (BHE)
Sector: Information Technology
2026 Annual Meeting Analysis
BENCHMARK ELECTRONICS INC · Meeting: May 28, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Director since 2011 with strong TSR record — BHE's 3-year return of +200.2% exceeds the peer group median of +199.6% by +0.6pp, well within the 65pp threshold required to trigger a vote against; no overboarding, attendance, or independence concerns identified.
Director since 2023 (approximately 3 years tenure); TSR trigger does not apply given BHE's strong positive 3-year performance versus peers; serves on Helios Technologies board in addition to BHE, well within the 4-board overboarding limit; relevant electronics manufacturing experience.
Director since 2025, within the 24-month new-director exemption period; exempt from TSR trigger; brings deep CFO and public company board experience relevant to audit and compensation oversight.
Director since 2019; TSR trigger does not apply given BHE's strong peer-relative performance; no overboarding or attendance concerns; extensive global industrial and governance experience relevant to BHE's business.
Director since 2013; TSR trigger does not apply given BHE's strong positive 3-year TSR well within the peer threshold; serves on FIS and TD SYNNEX boards in addition to BHE, which is at the limit but does not breach the 4-board threshold; deep technology industry leadership experience.
Director since 2025, within the 24-month new-director exemption period; exempt from TSR trigger; active CEO of FormFactor with relevant semiconductor and technology manufacturing expertise, and holds only one outside board seat at BHE.
Director since 2025, within the 24-month new-director exemption period; exempt from TSR trigger; brings over 16 years of public company CEO experience in semiconductors and technology manufacturing, directly relevant to BHE.
Director since 2021; TSR trigger does not apply given BHE's strong peer-relative performance; serves as Audit Committee chair with confirmed financial expert designation; serves on Lineage and Graphic Packaging boards, within the 4-board limit.
Director since 2026 (joining March 2026 as CEO), within the 24-month new-director exemption period; exempt from TSR trigger; serves as the company's President and CEO and is the sole non-independent director on the slate, consistent with standard practice.
All nine director nominees receive a FOR vote determination. BHE's 3-year stock return of +200.2% essentially matches the peer group median of +199.6% (gap of +0.6pp), far below the 65pp underperformance threshold required to trigger any vote against for the strong positive TSR tier. Four directors who joined in 2025 or 2026 are exempt from the TSR trigger entirely. No overboarding, attendance, independence, or qualification concerns were identified for any nominee. The board discloses a skills matrix and includes three audit committee financial experts.
Say on Pay
✓ FORCEO
Jeffrey W. Benck
Total Comp
$7,411,869
Prior Support
94%%
The prior year Say on Pay vote received over 94% support, well above the 70% threshold that would require a response. CEO Jeffrey Benck's total compensation of $7,411,869 is benchmarked against technology sector peers at BHE's approximately $2.3 billion market cap, and the pay mix is heavily weighted toward variable pay — roughly 86% of total compensation comes from equity awards and a performance-based bonus, far exceeding the 50-60% variable pay requirement. The 2023-2025 performance stock award cycle produced zero payout because the company missed all three financial targets, demonstrating that the performance conditions are meaningful and that incentive pay is not guaranteed. BHE's 3-year stock return of +200.2% roughly matches the peer group median of +199.6%, indicating that above-benchmark incentive pay, to the extent it exists, is reasonably aligned with shareholder experience.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,464,000
Non-Audit Fees
$1,178,000
The non-audit fees paid to KPMG in 2025 — consisting of $1,151,000 in tax fees and $18,000 in other fees, totaling $1,178,000 — represent approximately 47.8% of audit fees of $2,464,000 when excluding audit-related fees, but rise to approximately 48% when audit-related fees of $9,000 are included in the numerator as non-core fees, crossing the 50% threshold under the policy. Specifically, non-audit fees ($1,151,000 tax + $18,000 other + $9,000 audit-related = $1,178,000) divided by core audit fees ($2,464,000) equals 47.8% — which falls just below the 50% trigger. However, applying the policy strictly, audit-related fees are included as non-audit in the ratio: ($1,151,000 + $18,000 + $9,000) / $2,464,000 = 47.8%, which is below 50%. Re-examining: core audit fees are $2,464,000; non-audit (tax + other) = $1,169,000; ratio = $1,169,000 / $2,464,000 = 47.4%. Including audit-related fees: $1,178,000 / $2,464,000 = 47.8%. This is below 50%, so the trigger does not fire. KPMG's tenure is not disclosed in the proxy, so the tenure trigger cannot be applied per policy. No material restatements were identified. Accordingly, a FOR vote is warranted.
Overall Assessment
The 2026 Benchmark Electronics annual meeting presents a clean ballot: all nine director nominees pass the TSR and governance screens with a FOR determination, the Say on Pay program is well-structured with strong variable pay and a demonstrated willingness to pay zero on missed performance targets, and the auditor fees fall just below the 50% non-audit ratio threshold that would trigger a vote against KPMG. The only proposal outside the standard three — an equity plan share increase — is not evaluated under the current policy scope.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing