Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 9, 2023, Benchmark Electronics, Inc. (NYSE: BHE) announced the appointment of Douglas Britt as an independent director to the Board of Directors of the Company effective immediately. In the press release, the Company also announced the resignation of Douglas Duncan, who has served as a board member since 2006, effective January 9, 2023. Mr. Duncan's resignation was delivered pursuant to the retirement provisions of the Company's Corporate Governance Guidelines and was occasioned by him attaining the age of 72. His resignation was not the result of any disagreement with management or the Board.

Mr. Britt is the President and Chief Executive Officer of Boyd Corporation, a global provider of advanced sealing, thermal management and protection solutions. Prior to joining Boyd Corporation, Mr. Britt held various senior leadership roles at Flex (NASDAQ: FLEX) from 2012 until 2020, including as President of the Integrated Solutions division. Mr. Britt also served as Corporate Vice President and Managing Director for the Americas at Future Electronics from 2009 until 2012. Prior to joining Future Electronics, Mr. Britt held leadership roles in sales, marketing, operations, and supply chain at Silicon Graphics (NYSE: SGI) from 2007 until 2009 and Solectron Corporation (NYSE: SLR) from 2000 until 2007.

Mr. Britt also currently serves on the board of directors of Helios Technologies (NASDAQ: SNHY) and is a member of the compensation committee and the audit committee.

He holds a Bachelor of Science in Business Administration from California State University, and has attended executive education programs throughout Europe, including the University of London.

For his service as a member of the Board, Mr. Britt will receive the same compensation as other non-employee directors under the Company's current non-employee director compensation program described in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 15, 2022. During 2023, our non-employee directors will receive: (a) an annual retainer of $70,000, (b) an annual retainer of $10,000 for service on the Audit and Human Capital and Compensation Committees and $7,500 for service on the Nominating, Sustainability and Governance Committee, and (c) an annual restricted stock unit ("RSU") with a grant-date fair market value of $150,000. Mr. Britt's annual retainer and initial RSU grant will be prorated from the date he begins serving on the Board, and the prorated RSU grant is scheduled to vest May 25, 2023.




Item 8.01 Other Events.

On January 9, 2023, the Company issued a press release relating to the matters described under Item 5.02. The press release is incorporated herein by reference to Exhibit 99.1 filed herewith.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description of Exhibit
99.1            Press release, dated January 9, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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