Benchmark Electronics adds new independent director

Benchmark Electronics, Inc. reported a change in its Board of Directors.

Accepted by SEC EDGAR 10/07/2025 - 05:01 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Benchmark Electronics, Inc. reported a change in its Board of Directors. On October 7, 2025, the company appointed Dr. Michael Slessor as an independent director and as a member of the Board’s audit committee. His appointment follows the unexpected passing of long-time director Robert Gifford, who had served on the Board since 2016.

Dr. Slessor has more than 25 years of experience in the semiconductor industry and currently serves as CEO of FormFactor, Inc. He previously held leadership roles at MicroProbe and KLA Corporation. As a non-employee director in 2025, he will receive the company’s standard Board compensation: an annual cash retainer of $85,000, additional annual retainers 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, plus an annual RSU grant with a grant-date fair value of $180,000. His retainer and initial RSU grant will be prorated from his start date, with the RSU scheduled to vest on May 13, 2026.

8-K Event Classification

3 items: 5.02, 8.01, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Benchmark Electronics (BHE) disclose in this 8-K filing?

Benchmark Electronics disclosed the appointment of Dr. Michael Slessor as an independent director to its Board of Directors and as a member of the audit committee, along with details of his compensation as a non-employee director.

Who is the new independent director appointed to Benchmark Electronics’ Board?

The company appointed Dr. Michael Slessor, an executive with more than 25 years of experience in the semiconductor industry and the current CEO of FormFactor, Inc., to its Board of Directors and audit committee.

Why was a new director appointed to Benchmark Electronics’ Board?

Dr. Michael Slessor’s appointment follows the unexpected passing of director Robert Gifford, who had served on the Board since 2016.

What compensation will Benchmark Electronics (BHE) pay its non-employee directors in 2025?

In 2025, non-employee directors will receive an annual cash retainer of $85,000, annual committee retainers of $10,000 for the Audit and Human Capital and Compensation Committees and $7,500 for the Nominating, Sustainability and Governance Committee, plus an annual RSU grant valued at $180,000 on the grant date.

How will Dr. Michael Slessor’s initial Benchmark Electronics director compensation be structured?

Dr. Slessor will receive the same compensation as other non-employee directors, but his cash retainer and initial RSU grant will be prorated from the date he begins serving on the Board, with the RSU scheduled to vest on May 13, 2026.

Did Benchmark Electronics issue a press release about the new director appointment?

Yes. On October 7, 2025, Benchmark Electronics issued a press release relating to Dr. Slessor’s appointment, which is incorporated by reference as Exhibit 99.1 in the filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 07, 2025

BENCHMARK ELECTRONICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Texas			001-10560	74-2211011
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
56 South Rockford Drive
Tempe, Arizona				85288
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (623) 300-7000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.10 per share		BHE		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On October 7, 2025, Benchmark Electronics, Inc. (the “Company”) announced the appointment of Dr. Michael Slessor as an independent director to the Board of Directors (the “Board”) of the Company. Dr. Slessor was also appointed to the Board’s audit committee effective immediately. Dr. Slessor’s appointment follows the unexpected passing of Mr. Robert Gifford, who served on the Board since 2016.

Dr. Slessor brings more than 25 years of experience in the semiconductor industry and currently serves as the CEO of FormFactor, Inc. (NASDAQ: FORM), which he joined with the acquisition of MicroProbe where he then served as CEO. Prior to MicroProbe, Dr. Slessor held leadership roles at KLA Corporation.

For his service as a member of the Board, Dr. Slessor 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 4, 2025. During 2025, our non-employee directors will receive: (a) an annual retainer of $85,000, (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 $180,000. Dr. Slessor’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 on May 13, 2026.

Item 8.01 Other Events.

On October 7, 2025, 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 October 7, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			BENCHMARK ELECTRONICS, INC.
Date:	October 7, 2025	By:	/s/ Stephen J. Beaver
			Stephen J. Beaver, Esq. Senior Vice President, General Counsel and Chief Legal Officer