Business Context and Reporting Period
This Form 8-K Current Report was filed by Benchmark Electronics, Inc. (NYSE: BHE) on October 7, 2025. The report addresses corporate governance changes, specifically the appointment of a new independent director to the Board of Directors following the unexpected passing of a long-serving board member.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel changes and associated compensation arrangements.
Material Changes
- Board Composition: Dr. Michael Slessor was appointed as an independent director and to the Audit Committee effective October 7, 2025.
- Reason for Change: The appointment replaces Mr. Robert Gifford, who served on the Board since 2016 and passed away unexpectedly.
- Compensation Structure: Dr. Slessor will receive compensation consistent with the Company's non-employee director program, including an annual retainer of $85,000, committee retainers ($10,000 for Audit/Human Capital or $7,500 for Nominating/Sustainability/Governance), and an annual RSU grant with a fair market value of $180,000.
- Proration: Dr. Slessor's retainer and initial RSU grant are prorated from his start date, with the RSU vesting scheduled for May 13, 2026.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. No specific risks or contingencies related to operations or finances are disclosed in this report, other than the context of the sudden departure of a board member.
Investor Verification Checklist
- Verify Dr. Michael Slessor's background and potential conflicts of interest given his current role as CEO of FormFactor, Inc.
- Review the Company's definitive proxy statement filed on April 4, 2025, for full details on the non-employee director compensation program.
- Confirm the impact of the Audit Committee composition change on the Company's internal controls and financial reporting oversight.
- Check for any subsequent filings regarding the succession planning for the Board following Mr. Gifford's passing.