BHE Appoints Industry Veteran Swoboda as Independent Director

Rhea-AI Filing Summary

Benchmark Electronics (NYSE: BHE) filed an 8-K announcing the appointment of Charles Swoboda as an independent director effective 4 Aug 2025. Swoboda led Cree—now Wolfspeed—as CEO (2001-2017) and chairman (2002-2017) and currently sits on Ryder System’s board, adding >30 years of semiconductor, LED and manufacturing expertise.

Director compensation remains in line with Benchmark’s existing program: (a) $70 k annual cash retainer, (b) $10 k committee retainer for Audit and Human Capital & Compensation or $7.5 k for Nominating, Sustainability & Governance, and (c) a $170 k RSU award each year. Swoboda’s 2025 cash and equity awards will be prorated, with the prorated RSUs scheduled to vest on 13 May 2026.

The company simultaneously issued a press release (Ex. 99.1) but disclosed no operational, financial or guidance updates. Consequently, the filing is primarily a corporate-governance event with limited immediate earnings impact.

Positive

• Appointment of former Cree CEO Charles Swoboda adds deep semiconductor leadership, potentially enhancing Benchmark Electronics’ strategic direction and industry relationships.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Veteran CEO joins board; strengthens governance, but earnings neutral.

Swoboda’s two-decade leadership at Cree gives Benchmark a director experienced in scaling technology businesses and navigating complex supply chains. His presence should enhance board oversight of capital allocation and innovation strategy, aligning with shareholder interests. However, director additions rarely shift near-term valuation; impact is principally qualitative and long-term.

Semiconductor Industry Specialist

TL;DR: Adds semiconductor know-how; modest strategic upside, minimal short-term effect.

Benchmark’s EMS model increasingly serves high-reliability and industrial markets. Swoboda’s LED and power-device background could help broaden customer mix in those segments. Nonetheless, without new contracts or capacity announcements, the filing does not alter revenue trajectories. I view the development as strategically helpful but financially immaterial today.

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, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

0000863436false00008634362025-08-042025-08-04

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): August 04, 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

(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 August 4, 2025, Benchmark Electronics, Inc. (NYSE: BHE) announced the appointment of Charles Swoboda as an independent director to the Board of Directors of the Company effective immediately.

Mr. Swoboda is a business executive, author, and former Chairman and CEO of Cree, Inc. (“Cree”) (Nasdaq: CREE), now known as Wolfspeed, Inc. (NYSE: WOLF), where he played a central role in the company’s development over more than two decades. Mr. Swoboda joined Cree in 1993, working in business development. He progressed through the organization, becoming CEO in 2001 and Chairman of the Board in 2002. Before joining Cree, Mr. Swoboda began his career at Hewlett-Packard (NYSE: HPQ), where he held roles in sales engineering, product management, and sales management from 1989 to 1993.

Mr. Swoboda currently serves on the board of Ryder System, Inc. (NYSE: R) and has held board positions at Anixter International, Vesper Technologies, and several early-stage technology companies. He is also the author of The Innovator’s Spirit and serves as Innovator-in-Residence at Marquette University.

He holds a Bachelor of Science in Electrical Engineering from Marquette University.

For his service as a member of the Board, Mr. Swoboda 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 $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 $170,000. Mr. Swoboda’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 13, 2026.

Item 8.01 Other Events.

On August 4, 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 August 4, 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:	August 4, 2025	By:	/s/ Stephen J. Beaver
			Stephen J. Beaver, Esq. Senior Vice President, General Counsel and Chief Legal Officer

FAQ

Who was appointed to Benchmark Electronics' (BHE) board on 4 Aug 2025?

Benchmark Electronics appointed Charles Swoboda as an independent director effective immediately.

What relevant experience does Charles Swoboda bring to Benchmark Electronics?

Swoboda spent over 20 years at Cree/Wolfspeed, serving as CEO and chairman, and currently sits on Ryder System’s board.

How will Charles Swoboda be compensated as a BHE director?

He will receive a $70 k cash retainer, applicable committee retainers ($10 k or $7.5 k) and $170 k in RSUs annually, prorated for 2025.

When will Swoboda’s initial RSU grant vest?

The prorated RSU grant is scheduled to vest on 13 May 2026.

Did the 8-K include any financial guidance or earnings data for Benchmark Electronics?

No. The filing focuses solely on the board appointment and provides no financial or operational updates.