Shareholders of record of Benchmark Electronics, Inc. (the “Company”) at the close of business on March ~~15, 2021~~31, 2023 are entitled to notice of and to vote at the meeting and any adjournment thereof. You are cordially invited to attend the meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON MAY ~~12, 2021:~~17, 2023:

THE PROXY MATERIALS FOR THE ANNUAL MEETING, INCLUDING THIS PROXY STATEMENT AND THE COMPANY’S ~~2020~~2022 ANNUAL
REPORT TO SHAREHOLDERS, ARE AVAILABLE AT WWW.BENCH.COM UNDER “INVESTORS” OR AS PROVIDED IN THE NOTICE.

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Company’s Board of Directors (the “Board”) for use at the Company’s ~~2021~~2023 annual meeting of shareholders to be held at the Company’s headquarters at 56 South Rockford Drive, Tempe, AZ ~~85281~~85288 on Wednesday, May ~~12, 2021~~17, 2023 beginning at 8:00 a.m. local (Arizona) time, ~~(Arizona),~~ and any adjournment thereof (the “Meeting”) for the purposes set forth in this Proxy Statement.

Pursuant to rules adopted by the Securities and Exchange Commission (“SEC”), we are making this Proxy Statement and our ~~2020~~2022 Annual Report to Shareholders available to shareholders electronically on the Internet. On or about April ~~1, 2021,~~7, 2023, we began mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to our shareholders with instructions on how to access the proxy materials online or request a printed copy of the materials. We believe this electronic process will expedite your receipt of the proxy materials and reduce the cost and environmental impact of the Meeting.

Proxies properly submitted by internet, telephone or otherwise properly executed and received by the Company before or at the Meeting and not revoked will be voted in accordance with the directions set forth therein. If no direction is made, a proxy that is properly submitted and received by the Company and not revoked will be voted:

The proxy also confers on the persons named therein discretionary authority to vote with respect to any other matter that properly comes before the Meeting.

Proxies may be revoked by written notice received by the Company’s Secretary at any time before they are voted at the Meeting by delivering a signed notice of revocation to the Secretary, or a later dated signed proxy, or by attending the Meeting and voting in person by ballot.

Shareholders of record at the close of business on March ~~15, 2021~~31, 2023 (“Record Date”) are entitled to notice of and to vote at the Meeting. As of March ~~15, 2021,~~31, 2023, there were ~~36,229,271~~35,595,740 shares of common stock, $0.10 par value per share (“Common Shares”), issued, outstanding and entitled to vote at the Meeting. Each Common Share is entitled to one vote on all matters that may properly come before the Meeting. However, shares held at your broker, bank or other nominee for which you do not submit voting instructions will not

be voted and will be deemed not entitled to vote with regard to certain ~~proposals.~~proposals as discussed under “How to Vote If You Hold Your Shares in ‘Street Name’” below.

If you are a registered holder of shares, you may vote them either by proxy as set forth in the Notice and/or proxy card in advance of the Meeting or by voting in person at the Meeting. By submitting a proxy, you are legally authorizing another person to vote your shares on your behalf.

Only holders of our Common Shares as of the close of business on the Record Date, which was March ~~15, 2021,~~31, 2023, or their duly appointed proxies, may attend the Meeting. If you hold your shares through a broker, bank or other nominee, you will be required to show the Notice or voting instructions form you received from your broker, bank or other nominee or a copy of a statement (such as a brokerage statement) from your broker, bank or other nominee reflecting your stock ownership as of the Record Date in order to be admitted to the Meeting. All attendees must bring a government-issued photo ID to gain admission to the Meeting. Please note that recording devices, photographic equipment, large bags and packages will not be permitted in the meeting room.*

Most shareholders do not have their shares registered directly with the Company in their name; instead, their shares are held in their brokerage account or by a bank or other custodian who votes the shares according to the instructions submitted to them by the beneficial owner of the shares. If you do not submit voting instructions to your broker, bank or other nominee, they will not be permitted to vote your shares on any proposal, unless the proposal constitutes a “discretionary” item and your broker, bank or other nominee is a member of the New York Stock Exchange (“NYSE”) and permitted by NYSE rules to vote on “discretionary” items, such as the ratification of the Company’s independent registered public accounting firm. The election of directors, ~~and~~ the Say-on-Pay vote and the "advisory vote on the frequency of future Say-on -Pay votes ("Say-on-Frequency") are “nondiscretionary” items. Without your instructions, your shares may be represented at the Meeting, but as to nondiscretionary items, they may not be voted, resulting in “broker non-votes” on those items. Because they cannot be voted on those matters, they are not deemed to be “entitled to vote” on those matters and will not be included in the calculation of voting results for those matters (neither in the numerator nor the denominator).

Accordingly, we urge you to promptly give instructions to your broker, bank or other nominee to vote FOR each of Proposal 1, Proposal 2, Proposal 3, and "1 Year" as the ~~proposals~~preferred frequency for Proposal 4 contained in this Proxy Statement by using the voting instruction card provided to you by ~~the custodian.~~your broker, bank or other nominee. Please note that if you intend to vote your street name shares in person at the Meeting, you must obtain a “legal proxy” from your broker, bank or other nominee and present it at the Meeting.

The presence at the Meeting, in person or represented by proxy, of the holders of a majority of the outstanding Common Shares is necessary to constitute a quorum for the conduct of business. Common Shares represented by a proxy that is properly submitted by internet or telephone, or otherwise properly completed, signed and returned, will be counted as present at the Meeting for purposes of determining a quorum, without regard to whether the proxy is marked as withholding authority, casting a vote or abstaining or lacks instructions as to any “discretionary” item.

~~All matters specified in~~The following table describes the ~~notice of the Meeting require the approval of the affirmative vote of~~voting requirement for each proposal (assuming a majority of the outstanding Common Shares entitled to vote and present, in person or represented by proxy, at the Meeting. An abstention on any matter, or withholding authority to vote with respect to the election of directors, will have the effect of a vote against the proposal. Proxies granted by shareholders holding their shares in “street name” to their broker, bank or other nominee and left uninstructed with respect to any “nondiscretionary” items are deemed to be not “entitled to vote” on those items, as “broker non-votes”, and will not be included in the calculation of voting results for those matters (neither in the numerator nor the denominator).quorum is present):

An Inspector of Election appointed by the Company will tabulate votes at the Meeting.

The Board is not aware of any matters to come before the Meeting other than those referred to in this Proxy Statement. If any other matter properly comes before the Meeting, the proxies will be voted in accordance with the discretion of the person or persons voting the proxies.

The preliminary voting results may be announced at the Meeting. The final voting results will be announced in a Current Report on Form 8-K filed with the SEC within four business days after the Meeting.

The following table sets forth information with respect to each nominee for election as a director of the Company nominated by the Board. Each nominee was proposed to the Board for election by its ~~Nominating/~~Nominating, Sustainability and Governance Committee, and the Board determined to nominate these candidates for election by the shareholders at the Meeting. The Board has reviewed the qualifications of each nominee and has determined that, other than Mr. Benck, each satisfies the (i) independence standards promulgated by the NYSE and applicable regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) “non-employee director” standards set forth in such regulations, and (iii) “outside director” requirements of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and applicable regulations. The information as to age, principal occupation and directorships has been furnished by the nominees.

Directors will be elected by the affirmative vote of the holders of a majority of the outstanding Common Shares entitled to vote and present, in person or represented by proxy, at the Meeting. Unless ~~authority to vote for the election of directors is withheld as to any or all of the nominees,~~otherwise specified, all Common Shares represented by proxy will be voted for the election of ~~the nominees. If the authority to vote for the election of directors is withheld as to any but not all~~each of the ~~nominees, all Common Shares represented by any such proxy will be voted for the election of the nominees as to whom such authority is not withheld.~~nominees. If a nominee becomes unavailable to serve for any reason before the election, the shares represented by proxy will be voted for such other person, if any, as may be designated by the Board. The Board, however, has no reason to believe that any nominee will be unavailable to serve as a director.

Upon completion of the Meeting, the Board will consist of nine members. Any vacancy on the Board occurring after the election may be filled (1) by election at any annual or special meeting of the shareholders called for that purpose, or (2) by a majority of the remaining directors. A director elected to fill a vacancy will be elected for the unexpired portion of the term of his or her predecessor.

All directors will be elected to serve until the ~~2022~~2024 annual meeting of shareholders and until their successors are duly elected and qualified.

The officers of the Company are elected by, and serve at the discretion of, the Board. The executive officers of the Company are Jeffrey W. Benck, Roop K. Lakkaraju, ~~Michael D. Buseman,~~ Stephen J. Beaver, Jan M. Janick, Robert B. Crawford, Scott M. Hicar, and Rhonda R. ~~Turner and Lisa K. Weeks.~~Turner. See “Election of Directors — Nominees for Election” for information regarding Mr. Benck’s age, Company service and business experience.

The Company places integrity first and foremost, which has long been a part of our corporate identity. The Company’s practices reflect corporate governance compliant with existing standards of the NYSE and requirements of the SEC, as well as other best practices, including:

The Board will continue to enhance the Company’s governance practices as value-enhancing new ideas and best practices emerge. You may access our current committee charters, Code of Conduct, ~~and~~ Corporate, Governance Guidelines and Comprehensive Sustainability report on our website at www.bench.com under “Investors—Corporate ~~Governance,~~Governance—ESG/Sustainability,” or obtain copies by writing to the Corporate Secretary at Benchmark Electronics, Inc., 56 South Rockford Drive, Tempe, Arizona ~~85281.~~85288.

Shareholders and other interested parties may send communications about bona fide issues or questions to the Board, the nonemployee directors as a group or to individual directors, in each case, care of Benchmark Electronics, Inc., Attention: Stephen Beaver, 56 South Rockford Drive, Tempe, Arizona ~~85281.~~85288.

Commitment to Environmental, Social & Governance ~~(ESG)~~(“ESG”) & Sustainability

Our Environmental Management System (EMS) is managed at each site by a site-environmental, health and safety (EHS) administrator, who ensures that the system is implemented and maintained. Elements of the Company’s activities, products, and services at that site that may interact with the environment are identified, and the likelihood and potential severity of environmental impact is determined. Notably:

In January 2022, the executive leadership team selected 16 Benchmark team members to serve on the Company’s inaugural Inclusion Council. The Inclusion Council, with oversight from our Chief Executive Officer and our Chief Human Resources Officer, meets regularly to discuss the Company’s role in DEI and provide advice to integrate, inform and shape the DEI strategy at Benchmark. To advance these objectives, the Company increased the availability of training on topics such as anti-harassment, anti-discrimination and unconscious bias. In 2022, 96% of Benchmark employees around the world completed this training. To address challenges with employees having limited, or at times no, access to email, our Human Resources department, in partnership with site managers, have set up kiosks where employees can complete the course. We also conducted our annual risk assessment, ultimately identifying top risk categories for action. The 2022 risk assessment drew on surveys and interviews with 22 key leaders across the Company. The Company also conducted a global engagement and inclusion survey in the fall of 2022 to elicit feedback from employees and is developing action plans for continuous improvement in the areas of leadership, communication, culture, inclusion, growth and development.

~~In addition~~We believe that providing competitive total compensation, benefits and wellness resources to ~~fostering employee skills growth,~~our people is vital to ensuring we ~~continually evolve~~attract and retain the best team in the industry. We regularly review our compensation model to ensure fair and inclusive pay practices. We provide a comprehensive and competitive benefits ~~plans to maintain competitive packages~~package that ~~reflect~~supports the ~~needs~~physical and mental well-being of our ~~workforce–~~workforce, including ~~competitive~~a focus on financial wellness. Common benefits offered include medical, wellness, dental and vision benefits, a 401(k)-match program, survivor benefits, and disability coverage.

~~Benchmark’s~~Human capital management is also a top priority at Benchmark. The Human Capital and Compensation Committee is responsible for overseeing the Company’s human capital practices and management compensation philosophy, isincluding incentive compensation and equity-based plans for executives. In 2022, the responsibilities of the Human Capital and Compensation Committee continued to ~~treat everyone fairly~~include diversity, equity and ~~consistently with respect, no matter~~inclusion oversight.

We are also committed to ensuring that proper working conditions exist for the person’s background, culture, ability, age, ethnicity, gender identification, race, sexual orientation, religious belief, or veteran’s status. Benchmark anticipates that its strategy for implementing this philosophy will include, among other things:health and safety of our employees. Our commitment includes:

Operation of Board of Directors and Committees, Attendance, Director Independence

We currently separate the roles of the ~~Chairman of the~~ Board Chair and the CEO, who also serves as a member of the Board, to align the ~~Chairman~~ role of Board Chair with our independent ~~Directors~~directors and to further enhance the independence of the Board from management. Our ~~Chairman~~Board Chair works closely with our CEO and General Counsel to set the agenda for meetings, facilitate information flow between the Board and management, and gain the benefit of the CEO’s Company-specific experience, knowledge, and expertise. The Board believes that this structure clarifies the individual roles and responsibilities of the CEO and the ~~Chairman of the~~ Board Chair, streamlines decision-making and promotes accountability in the management of the Company.

The Board is responsible for establishing broad corporate policies, approving the strategic direction, setting capital allocation plans, and monitoring the Company’s overall performance. The Board’s primary responsibility is to oversee management and, in so doing, promote the best interests of the Company and its shareholders. The Board, through its committees, oversees the succession of key management employees, and the selection and appointment of the CEO and, subject to shareholder election, directors. It reviews and approves corporate objectives and strategies, ~~overseas~~oversees key strategic initiatives, such as those relating to ESG and human capital management, and evaluates significant policies and proposed major commitments of corporate resources. It participates in decisions having a potential major economic impact on the Company. Management keeps the ~~directors~~Board informed of Company activity through regular written and oral reports and through presentations at Board and committee meetings.

Directors are elected annually by the shareholders and hold office until their successors are duly elected and qualified. Our Amended and Restated Bylaws (the “Bylaws”) provide for a Board of Directors comprised of five to nine members as determined from time to time by the Board. The Board has set the number of current directors at nine. All current directors are nominees for election at the Meeting.

NYSE rules require the Company to have a majority of independent directors. No director qualifies as independent under the rules unless the Board affirmatively determines they have no material relationship with the Company or its subsidiaries—directly, or as a partner, shareholder or officer of an organization that has a relationship with the Company. In evaluating each director’s independence, the Board considers the NYSE rules as well as all facts and circumstances deemed relevant. As of the date of this Proxy Statement, the Board has determined that each nominee, other than Mr. Benck, our President and CEO, is independent. The Board determined that no independent director ~~had~~has a material relationship with the Company or management, other than as a director or shareholder, and that none of the express disqualifications contained in the NYSE rules apply to any of them. In making this determination, the Board considered any relevant transaction, relationship and arrangement as required by the NYSE listing requirements.

The Board oversees an enterprise-wide approach to risk management. The Board seeks not only to understand the risks facing the Company and management’s approach to address them, but also actively decides on the levels of risk appropriate for the Company when designing and implementing its business strategy. In ~~achieving this objective, the full Board participates in an annual enterprise risk assessment. In~~ this process, risk is assessed throughout the business, focusing on six primary areas: financial, legal/compliance, operational/transactional, customer services/reputation, information technology/security and inherent (other) risks. In addition to reviewing risk with the ~~full Board~~Audit Committee at least annually, the independent directors discuss risk management during non-management executive sessions led by the ~~Chairman~~Chair of the Board.

In March 2020, the World Health Organization declared COVID-19 to be a pandemic. That same month, we formed a COVID-19 Task Force committed to promoting the health and safety of our employees around the globe. Management has briefed the Board on the impact of and the Company’s response to the pandemic on numerous occasions, at special and regular Board meetings and through written communications and updates. These updates and communications focused on employee safety and protective measures, disruptions to the Company’s plant operations, supply chain resilience and impacts on end market demand. The Board expects management to continue keeping it regularly apprised of the effect of the pandemic on the Company, its operations and employees.

While the Board has ultimate oversight responsibility for the risk management process, committees of the Board have also been entrusted with responsibility for risk management. In particular, the Audit Committee focuses on assessing and mitigating financial reporting risk including internal controls as well as enterprise risk management and cyber security. The Audit Committee also receives an annual risk assessment report from the Company’s internal auditor and quarterly reports on identified risk areas. ~~In setting compensation,~~The Audit Committee also has oversight of compliance with legal and regulatory requirements and ethical standards, and evaluates the qualifications and independence of the Company’s outside auditors. The Audit Committee also receives quarterly cybersecurity updates from the Company’s Chief Information Officer.

The Human Capital and Compensation Committee ~~also strives to create incentives that encourage a level of risk taking consistent with~~is responsible for overseeing the Company’s ~~business strategy.~~human capital practices and management compensation philosophy, including incentive compensation and equity-based plans for executives. The Committee also reviews and makes recommendations on executive and director compensation as informed by engagement with shareholders and its third-party compensation consultant. In 2021, the responsibilities of the Human Capital and Compensation Committee expanded its role to include diversity, equity and inclusion oversight. Similarly, the Nominating, Sustainability and Governance Committee, is responsible for identifying and recommending to the Board individuals qualified to become Board members and makes recommendations to the Board concerning committee appointments. In assessing the appropriate composition of the Board, the Nominating, Sustainability and Governance Committee believes that directors should reflect diversity in the broadest sense, including geography, gender, ethnicity, viewpoint, education, skills, and professional experience. The Board’s Nominating, Sustainability and Governance Committee has demonstrated its commitment to adding more diversity to our Board with continued female representation, as well as a racially and/or ethnically diverse member as we continue to shift our Board structure. The Nominating, Sustainability and Governance Committee also has direct oversight over the Company’s ESG policies and programs, including reviewing and evaluating its ESG plans and practices.

The Board held ~~seven~~four meetings during ~~2020.~~2022. Each director attended at least 75% of the total meetings of the Board and committees on which they served during their tenure thereon. Mr. Benck, who served as President and CEO and director of the Company, did not vote in committee meetings or participate in portions of Human Capital and Compensation Committee meetings that determined, or Board meetings that ratified, his compensation. The nonemployee directors regularly meet in executive session without members of management present, including the CEO. These sessions are typically held either before or after the Board’s regularly scheduled Board and committee meetings with the ~~Chairman of the~~ Board Chair or respective committee chairs presiding. Additional executive sessions can be scheduled at the request of the nonemployee directors.

~~The Board has Audit, Compensation and Nominating/Governance Committees.~~ Each of the ~~committees~~Audit, Human Capital and Compensation, and Nominating, Sustainability and Governance Committees operates under a written charter approved by the Board, which can be found on our website at www.bench.com under “Investors—Corporate Governance.” The current members of these committees, and the number of committee meetings held in ~~2020,~~2022, are as follows:

The principal function of the Audit Committee is to assist the Board in fulfilling its responsibility to oversee (i) management’s conduct of the Company’s financial reporting process (including management’s development and maintenance of systems of internal accounting and financial controls), (ii) the integrity of the Company’s financial statements, (iii) the Company’s compliance with legal and regulatory requirements and ethical standards, (iv) the qualifications and independence of the Company’s outside auditors, and (v) the performance of the Company’s internal audit function and the outside auditors. The committee also prepares the Report of the Audit Committee required by the rules of the SEC and included later in this Proxy Statement. Additional information regarding the functions performed by the committee is set forth below in such report. The Board has determined that ~~Mr. Lamneck,~~Ms. Wentworth, who chairs the committee, ~~Ms. Raines~~ and Mr. ~~Duncan~~Lamneck each qualify as “audit committee financial experts” under the rules of the SEC. In addition, the Board has determined that all members of the Audit Committee are independent under SEC and NYSE rules applicable to audit committee members. An “audit committee financial expert” is defined as a person who has the following attributes: (i) an understanding of generally accepted accounting principles and financial statements; (ii) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (iii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues generally comparable to the breadth and complexity of issues that can reasonably be expected in the Company’s financial statements, or experience actively supervising one or more persons engaged in such activities; (iv) an understanding of internal controls and procedures for financial reporting; and (v) an understanding of audit committee functions.

The principal functions of the Human Capital and Compensation Committee are to (i) oversee the Company’s human capital practices, including in the areas of diversity, equity and inclusion, as well as culture, talent management and organizational health, (ii) oversee the Company’s and management compensation philosophy, ~~(ii)~~(iii) oversee the administration of the Company’s compensation plans, in particular the incentive compensation and equity-based plans (and, to the extent appropriate, plans of the Company’s subsidiaries), ~~(iii)~~(iv) discharge the Board’s responsibilities relating to the compensation of the Company’s executives, ~~(iv)~~(v) review and make recommendations on director compensation, and ~~(v)~~(vi) prepare the annual report on executive compensation included later in this Proxy Statement. The Board has determined that all members of the Human Capital and Compensation Committee are independent under SEC and NYSE rules applicable to compensation committee members. Additional information regarding the functions performed by the committee is set forth below in “Compensation Discussion and Analysis—Role of Human Capital and Compensation Committee.”

The principal functions of the ~~Nominating/~~Nominating, Sustainability and Governance Committee are to (i) identify individuals qualified to become Board members and recommend such individuals to the Board for nomination for election to the Board, (ii) make recommendations to the Board concerning committee appointments, (iii) develop, recommend and annually review corporate governance guidelines for the Company ~~(iv)~~and oversee corporate governance matters, ~~including those pertaining to~~such as progress toward the Company’s ESG initiatives, and ~~(v)~~(iv) coordinate an annual evaluation ~~of the Board, which includes an evaluation of each committee and each member~~ of the Board. The Board has determined that all members of the ~~Nominating/~~Nominating, Sustainability and Governance Committee are independent under NYSE rules applicable to nominating/corporate governance committees.

To be considered by the ~~Nominating/~~Nominating, Sustainability and Governance Committee, a director nominee should have experience as a board member or senior executive of a public company or nationally recognized private company. In addition to these requirements, the committee will also evaluate whether the nominee’s skills are complementary to those of incumbent Board members and the Board’s needs for operational, management, financial, international, technological, or other expertise. The Board and the committee believe that Board membership

should reflect diversity in its broadest sense, including geography, gender, ethnicity, viewpoint, education, skills, and professional experience. ~~In 2021, the committee plans to add more diversity to our Board with the goal of adding a racially and/or ethnically diverse member as we continue to evolve our Board structure.~~ The ~~Nominating/~~Nominating, Sustainability and Governance Committee has an independent search firm to identify and screen candidates, perform reference checks, prepare a biography for each candidate for the committee’s review and coordinate interviews. The committee, ~~the Chairman of the~~ Board Chair and executive officers interview candidates that meet the criteria, and the committee selects nominees who it determines are best-suited to actively engage in the oversight of the Company’s strategy and drive sustainable value creation for all shareholders. The committee will consider recommending for nomination to the Board candidates suggested by shareholders, taking into account all the factors and qualities described above, provided that recommendations are submitted and received by us at our principal executive offices at 56 South Rockford Drive, Tempe, Arizona ~~85281,~~85288, with an appropriate biographical summary, in accordance with the requirements described below under “Date of Submission of Shareholder Proposals and Director Nominations.”

The Board does not have a written policy requiring members to attend annual shareholders meetings, although the Company expects that all of its directors will attend the Meeting. All Board members attended the prior year’s annual ~~meeting.~~meeting, with the exception of Douglas G. Duncan (a former member of the Board who resigned in January 2023), who was unable to attend due to extenuating circumstances.

There were no Related-Party Transactions (as defined below) since the beginning of last year. The Board ~~would review~~reviews any proposed Related-Party Transaction to which the Company would be a party to determine if it were in the best interests of our shareholders and the Company. Financial transactions, arrangements, relationships or any series of similar transactions, arrangements or relationships beyond the compensation described elsewhere in this Proxy Statement relating to Board service or employment and exceeding $120,000 in which a Related Party (as defined below) would have a direct or indirect material interest (“Related-Party Transactions”) are subject to Board review. “Related Parties” are directors, director nominees, executive officers, holders of 5% or more of our Common Shares and their immediate family members. Immediate family members are children, stepchildren, spouses, parents, siblings, stepparents, mothers-in-law, fathers-in-law, brothers-in-law, sisters-in-law, daughters-in-law, sons-in-law and any person, other than a tenant or domestic employee, in the household of a director, director nominee, executive officer or holder of 5% or more of our Common Shares.

The Board does not have a written policy regarding Related-Party Transactions and does not believe such a policy is necessary because the Board has not approved, and does not expect to approve, the Company’s engagement in any Related-Party Transactions other than in rare circumstances. Any Related-Party Transaction would be considered based on facts and circumstances at the time. After review, the Board would decide in good faith whether to approve the transaction.

The members of the Human Capital and Compensation Committee during ~~2020~~2022 were Messrs. Gifford (Chair), McCreary, Scheible and Ms. De Greef-Safft. Each member of the committee is independent, and no member was ever employed by the Company or was at any other time, an officer or employee of the Company. ~~None~~No member of ~~our directors has~~the committee had interlocking or other relationships ~~with other boards, compensation committees or our executive officers~~during 2022 that require disclosure under Item 407(e)(4) of Regulation S-K. During 2022, none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more of its executive officers serving either as a member of our Human Capital and Compensation Committee or as a member of our Board.

* Effective April 5, 2023, Michael D. Buseman resigned from his position to pursue another opportunity and is no longer with the Company.

~~For Benchmark, our customers, employees, and suppliers, the past year of 2020 was unlike any other in our history.~~ The Company ~~rallied and~~ executed well in an unprecedented operating environment and rapidly adjusted to meet the fluid demand needs of our customers. This required tremendous effort across all functions of our business especially our ~~front-line design~~supply chain and manufacturing teams. Despite the backdrop of the global ~~pandemic,~~supply chain challenges, we made ~~significant~~tremendous progress throughout the year onin advancing our ~~2020~~2022 strategic initiatives: grow revenue, invest in sustainable infrastructure and talent, and grow earnings faster than revenue. In 2022, we delivered year-over-year revenue growth of 28%, aligned investments to support customer ~~focus, investing~~growth and grew earnings faster than revenue for the full year demonstrating further leverage in ~~technologies to increase bookings for future growth, enterprise efficiencies, and engaging talent.~~our business model.

We believe our pay is well aligned with performance and that our structure maintains an appropriate balance between our long-term and short-term performance, creating a positive relationship between our operational performance and shareholder return. In accordance with our compensation philosophy and based on our performance, the Human Capital and Compensation Committee took the following actions in ~~2020:~~2022:

We also believe the following practices and policies within our program promote sound compensation governance and are in ~~December 2020, because~~ the ~~2018 PSU award metrics were~~best interests of our shareholders and executives:

Each year, we carefully consider the results of our shareholder say-on-pay vote from the preceding year. We also consider the feedback we receive from our investors throughout the year on topics including Company strategy and performance, governance, and executive compensation. At our 2022 annual meeting, the majority of our shareholders supported our say-on-pay proposal, with approximately 98% voting in favor of the Named Executive Officer compensation described in the 2022 proxy statement. Given this result, in addition to the shareholder feedback we received over the course of 2022, the Human Capital and Compensation Committee determined not ~~achieved.~~to change its compensation philosophy or to significantly alter our compensation practices in 2022. We value the opinions of our shareholders and look forward to a continued, open dialogue on compensation matters and other issues relevant to our business.

~~At-risk incentive compensation commits our executives to delivering positive results over both the short- and long-terms by rewarding the achievement~~Primary Components of those results and aligning their interests with the financial interests of our shareholders. The Company’s total target compensation opportunity is generally set in the median range of market compensation survey data and a peer group of companies (our “~~Peer Group” is further detailed below), which was refined by the~~ Compensation Committee in 2020 and is reviewed annually to ensure an appropriate representative peer group. Our compensation program is designed to deliver above-median total compensation if above-median performance is achieved and below-median total compensation for below-median performance.

In order to more closely align the financial interests of our executive officers with those of our shareholders, we have (i) share ownership guidelines requiring our executives to acquire a long-term ownership stake in the Company (see “~~Share Ownership Guidelines~~” below), (ii) a practice of making all board-level compensation decisions (base salary adjustments, annual bonuses, and long-term equity-based incentives) on a single day to reinforce performance feedback to the executives (see “~~Timing of Compensation Decisions~~” below), and (iii) a PSU component in our compensation program, to more closely tie pay to performance. Any vesting of PSUs depends on the Company’s achievement of financial goals set by the Compensation Committee and derived from the Company’s overall financial objectives, which for PSUs awarded in 2020 with a performance period ending in December 2022, included goals relating to:

The Compensation Committee believes that revenue growth, operating margin and the efficient use of capital are key long-term determinants of shareholder value. The PSU targets are designed to enhance focus on performance across these areas ensuring alignment between management’s compensation and the creation of shareholder value.

~~The foregoing financial goals are measured at the end of the performance cycle (see “Long-Term Equity-Based Incentive Program” below).~~

The primary components of our executive compensation program ~~described in more detail below,~~ are ~~(i) base salary, (ii) annual performance-based incentive compensation, and (iii) long-term incentive compensation comprised of RSUs and PSUs:~~as follows:

~~Three~~Two of the four components are “at-risk” in that they only have value if the Company’s financial objectives are achieved. The Company believes that the design of these at-risk components closely aligns executive pay with performance beneficial to the Company and its shareholders over the short and long term.

. The Human Capital and Compensation Committee is responsible for reviewing and approving all salary and annual incentive compensation paid to officers of the Company, ~~who are~~including those reporting directly to the CEO and those subject to Section 16 of the Exchange Act (“Section 16”), including, among others, our CEO and the other ~~executive officers named~~Named Executive Officers listed below in the Summary Compensation ~~Table (collectively with the CEO, the Named Executive Officers).~~Table. The Human Capital and Compensation Committee recommends, and the Board of Directors approves the CEO’s compensation. The Human Capital and Compensation Committee also approves the equity incentives provided to our executives, as well as most other employees (except for certain employees not subject to Section 16 for whom the CEO has been delegated authority to make limited awards). The Human Capital and Compensation Committee’s charter also includes the oversight of the Company’s human capital programs including diversity, equity and inclusion, as well as culture, talent management and organizational health.

The Human Capital and Compensation Committee annually reviews and approves operating and financial goals for the CEO, as well as evaluates the CEO’s performance against goals set for the ~~period~~ year. The CEO’s performance against pre-determined goals is a significant factor in the Human Capital and Compensation Committee’s and the Board of Director’s setting of the CEO’s compensation package.

Additional information with respect to the authority of the committee is set forth above under “Operation of Board of Directors and Committees, Attendance, Director Independence.”

Pursuant to its authority under its written charter approved by the Board, the Human Capital and Compensation Committee may form and delegate authority to subcommittees of the Human Capital and Compensation Committee. Under its charter, the Human Capital and Compensation Committee may also delegate its authority with respect to equity awards to the extent permitted by the Texas Business Organizations Code, except that the Human Capital and Compensation Committee ~~shall~~must approve all awards of equity-based compensation to any officer subject to Section ~~16 of the Exchange Act.~~16.

~~The Compensation Committee has retained Pearl Meyer & Partners, LLC to serve as its independent compensation consultant (the “Consultant~~”) and perform reviews from time to time of our executive compensation practices, as well as the compensation of our Board of Directors. The Consultant advised the Compensation Committee on certain compensation matters relating to 2020 compensation of our executive officers and directors and has performed such a review in connection with the Compensation Committee’s decisions relating to 2021 compensation. The Consultant does not provide any services on behalf of management and does not have any potential business conflicts with its role as an independent advisor.

Management. Regarding most compensation matters, including executive and director compensation, management provides recommendations to the Human Capital and Compensation Committee; however, the Human Capital and Compensation Committee does not delegate any of its responsibilities to others in setting compensation for the executive officers. The CEO annually reviews the performance of the other executive officers and presents his conclusions and recommendations as to salary adjustments, annual incentive target amounts, and annual equity awards to the Human Capital and Compensation Committee for its consideration. The Human Capital and Compensation Committee exercises its discretion in determining any adjustments or awards to the Company’s

officers, including the Named Executive Officers. The Human Capital and Compensation Committee does not ~~take into account~~consider any recommendations from the CEO regarding his own compensation.

~~Evaluation~~Role of ~~Say-on-Pay Advisory Vote~~Independent Compensation Consultant. The Human Capital and Compensation Committee has retained Pearl Meyer & Partners, LLC to serve as its independent compensation consultant (the “Consultant”) and perform reviews from time to time of our executive compensation practices, as well as the compensation of our Board of Directors. The Consultant advised the Human Capital and Compensation Committee on certain compensation matters relating to 2022 compensation of our executive officers and directors and has performed such a review in connection with the Human Capital and Compensation Committee’s decisions relating to 2022 compensation. The Consultant does not provide any services on behalf of management and does not have any potential business conflicts with its role as an independent advisor.

~~At our 2020 annual meeting, shareholders voted 89% in favor of approving the Named Executive Officer~~Competitive Market Review. The Company’s total target compensation ~~described~~opportunity is generally set in the ~~2020 proxy statement. Based on~~median range of market compensation survey data and a peer group of companies (our “Peer Group” is further detailed below), which was refined by the ~~Say-on-Pay vote at the annual meeting, the~~Human Capital and Compensation Committee ~~determined not~~in 2022 and is reviewed annually to ~~change its~~ensure an appropriate representative peer group. Our compensation ~~philosophy or~~program is designed to ~~significantly alter our~~deliver above-median total compensation ~~practices in 2021.~~if above-median performance is achieved and below-median total compensation for below-median performance.

In setting executive compensation, the Human Capital and Compensation Committee considers all factors it deems relevant. The committee also considers data and recommendations presented by the Consultant or management based on market data that provide information on the level of the total target compensation (i.e., salary, annual incentive and long-term incentive compensation) paid to similarly positioned executives at companies in the Peer Group. To determine the amount of compensation to be paid to each of our executives, the committee performs an evaluation, including a review of the following (without assigning specific weight to each factor):

The Human Capital and Compensation Committee has not established a set formula or other quantitative policy for allocating between long-term and immediately payable compensation, cash and noncash compensation, setting the amount of equity awards or allocating equity awards between stock options, RSUs and PSUs. Rather, the Human Capital and Compensation Committee considers compensation in total for each individual, and may, accordingly, weight components differently from year-to-year.

Each year, the Human Capital and Compensation Committee evaluates peers from publicly traded companies that are major competitors or customers. The committee seeks to select peer companies that are comparable to Benchmark based on various criteria, including revenue, market capitalization, similar industry affiliation, scope of global operations and the belief that these companies compete for similar executive talent. The Human Capital and Compensation Committee refined the Peer Group for ~~2020~~2022 to include entities with revenues between $1.1 billion and ~~$8.2~~$8.8 billion and median revenue of ~~$2.5~~$2.3 billion, and focused on manufacturers and companies in the electrical components, information technology, semiconductor components and electronics manufacturing services industries.

The Peer Group for the fiscal year ~~2020~~2022 compensation decisions consisted of the following companies:

~~In order to~~To reinforce performance feedback through compensation and to comply with certain regulations impacting performance-based awards, the Human Capital and Compensation Committee makes executive compensation decisions in the first quarter of each year. This allows for an assessment based on a focal point affording the opportunity to consider the relative contribution of each of the executives. The committee reviews and approves equity awards to all eligible employees, including executive officers, once a year, on the date of the committee’s regularly scheduled first quarter meeting. When used, stock options have an exercise price equal to the closing price of the Common Shares on the date of award. The Company believes that the practice of granting stock-based awards in the first quarter of each year is reasonable when followed on a consistent basis each year and reduces the risk of inadvertently timing the grant of such awards with the release of material nonpublic information.

~~COMPENSATION DISCUSSION AND ANALYSIS~~2022 Executive Compensation Program in Detail

The Human Capital and Compensation Committee reviews base salaries of the Named Executive Officers annually. In making salary determinations, the committee considers salary median range for persons in comparable positions in the Peer Group, the executive’s experience and scope of responsibility, the committee’s assessment of the executive’s individual past and potential future contribution to the Company’s results (without assigning a specific weight to each factor) as well as the recommendations of the CEO (as to executive officers other than the CEO). During its review of base salaries for executives for ~~2020,~~2022, the committee primarily considered market data provided by the Consultant, the results of a review of ~~the~~each executive’s compensation relative to the Company’s other executive officers, and ~~the~~each executive’s individual performance. In ~~March 2020, Mr. Buseman’s~~April 2022, base salary ~~was increased~~increases for our Named Executive Officers varied from 2.5% to $450,000 from $400,000 in 2019 and Mr. Beaver’s base salary was increased to $365,000 from $325,000 in 2019. Messrs. Benck, Lakkaraju and Janick’s annual base salaries remained at $900,000, $470,000 and $350,000, respectively. In April 2020,10%, due to ~~cost mitigation measures tied to the COVID-19 pandemic, management proposed~~merit and ~~the Compensation Committee agreed to temporarily reduce executive officer base salaries by 10% for the period April 27, 2020 through December 31, 2020.~~competitive conditions.

The purpose of the executive annual incentive compensation plan is to align the interests of executive officers with shareholders by motivating the achievement of superior operational and financial performance that increases shareholder value. Target annual incentive award opportunities are established based on a percentage of each executive officer’s then effective base ~~salary earned during the year.~~salary. Incentive targets for ~~2020~~2022 were set by the Human Capital and Compensation Committee in the first quarter of ~~2020.~~2022.

The following table sets forth the potential ~~2020~~2022 threshold, target and maximum award opportunities, as a percentage of salary, for the Named Executive Officers based on the Company’s achievement of the performance goals described below. No award is earned below threshold; achievements between the achievement different levels (i.e., between threshold and target, and target and maximum) are paid ratably:

The total incentive award is determined according to the level of achievement of the aggregate corporate performance goals. The maximum incentive bonus for these executive officers was 200% of target.

Our practice is to award cash-based incentive bonuses based on the attainment of corporate performance goals. The below table sets forth the threshold, target and maximum performance goals for the annual incentive plan comprised of (i) Revenue, (ii) Adjusted Operating Income, and (iii) Cash Conversion Cycle, weighted 45%, 40% and 15% respectively. Each plan component is assessed independently with respect to ~~2020~~2022 financial results of the Company.

The COVID-19 pandemic reduced end market demand for our customers’ products in 2020, resulting in decreased or suspended customer manufacturing orders, as well as temporary suspension of manufacturing in some locations. As a result,Human Capital and Compensation Committee believes these performance goals align with the Company’s continued focus on driving strategic initiatives of revenue ~~for fiscal 2020 fell short~~and earnings growth while managing working capital responsibly. The annual incentive targets are designed to enhance focus on performance across these areas ensuring alignment between management’s compensation and the creation of shareholder value.

approximately 49.4% of the bonus target, when taking into consideration the specific pandemic impacts on the revenue component as discussed above. Thus, the Compensation Committee believed that an adjustment to the revenue component of the annual incentive plan under the circumstances was warranted and represented a reasonable and appropriate exercise of its discretion, to be applied to all eligible employees. As a result of lower revenue, the Adjusted Operating Income component was not achieved, and the Compensation Committee did not provide any dispensation for this particular metric.

~~(1) Operating income excludes one-time, non-recurring, non-operational gains or charges and amortization of intangible assets (“Adjusted Operating Income”).~~

~~(3)~~ Represents actual revenue adjusted for ~~COVID-19 impacts~~revenue related to supply chain premiums as of December 31, ~~2020.~~2022.

At its regular first quarter ~~2021~~2023 meeting, theHuman Capital and Compensation Committee determined the extent to which the ~~2020~~2022 performance goals were achieved and approved the amount to be paid to each executive. The Human Capital andCompensation Committee determined that the Company ~~did not meet~~exceeded the ~~threshold~~target for Revenue, exceeded target for Adjusted Operating Income, ~~exceeded~~and did not achieve the threshold for ~~revenue, and exceeded target for cash conversion cycle goals~~Cash Conversion Cycle, as described above. The table below sets forth the incentive award earned ~~and~~by each of the ~~corresponding percentage of 2020 earned salary that the amount represents~~Named Executive Officers based on the 2022 performance results described above.

The Human Capital and Compensation Committee believes that our long-term equity-based incentive program focuses executives on key performance metrics that align with long-term shareholder value creation and the Company’s long–term strategic plan, establishes a direct link between compensation and the achievement of long-term financial objectives, and facilitates an increased equity ownership

by our executives. In the first quarter of ~~2020,~~2022, the committee awarded executive officers a combination of PSUs and RSUs ~~and PSUs~~ under ~~our~~the Company's 2019 Omnibus Incentive Compensation Plan (the “"2019Omnibus Plan”") as further described below. To determine the awards for each executive officer, the committee evaluated each executive officer’s performance and responsibilities, and also considered market data, relative pay among the Company’s executive officers and other factors (without assigning a specific weight to each factor).

The evaluation was made with input from our CEO, and also factored in the future potential contribution from each executive officer. Although management recommended the number of shares to be covered by equity awards granted to employees, the committee approved the grant of all equity awards and did not delegate the timing of such grants. Equity award grants to our CEO and other executive officers are not made automatically each year. The amount and terms of equity awards already held by executives generally are not significant factors in the committee’s determination of whether and how many equity awards should be granted to the executive officers.

~~RSUs—Long-term~~long-term equity-based incentive compensation awards ~~include time-based awards, which typically vest over four years, to improve retention of executive officers and to enable a steadily growing ownership stake~~made in the ~~Company that encourages long-term strategic performance.~~first quarter of 2022 consisted of 50% of the total value awarded in PSUs and 50% in RSUs.

PSUs—The committee believes the PSUs, which are subject to the achievement of measurable, absolute financial goals, enable management to build a meaningful ownership stake in the Company to encourage long-term strategic thinking and the avoidance of unnecessary or excessive risk taking. The financial goals for the ~~2020~~2022 grants were set by the committee and relate to the achievement of ~~performance related~~ Revenue, Operating Income Margin and ROIC performance goals as outlined in the Company’s three-year strategic plan. Achievement of these goals will be assessed at the end of the three-year performance period. Each metric will be weighted and assessed equally and independently. The number of PSUs that will ultimately be earned will not be determined until the end of the corresponding performance periods and may vary from as low as zero to as high as 2.5 times the target number depending on the level of achievement of the performance goals.

~~The long-term~~RSUs—Long-term equity-based incentive compensation awards include time-based awards, which typically vest over four years, to improve retention of executive officers and to enable a steadily growing ownership stake in the Company that encourages long-term strategic performance.

To determine the awards for each executive officer, the committee evaluated each executive officer’s performance and responsibilities, and also considered market data, relative pay among the Company’s executive officers and other factors (without assigning a specific weight to each factor). The evaluation was made with input from our CEO (as to executive officers other than the CEO), and also factored in the future potential contribution from each executive officer. Although management recommended the number of shares to be covered by equity awards granted to employees, the committee approved the grant of all equity awards and did not delegate the timing of such grants. Equity award grants to our CEO and other executive officers are not automatically made each year. The amount and terms of equity awards already held by executives generally are not significant factors in the committee’s determination of whether and how many equity awards should be granted to the executive officers each year.

The actual number of PSUs and RSUs granted is calculated by dividing the dollar value of the award by the closing price of the Company’s stock on the equity award grant date. The closing price of the Company’s stock on February 25, 2022 (the date of the grant) was $25.97. The table below shows the target PSUs and RSUs awarded for fiscal 2022 for each of the named executive officers:

A Closer Look at PSUs. Any vesting of PSUs depends on the Company’s achievement of financial goals set by the Human Capital and Compensation Committee and derived from the Company’s overall financial objectives, which for PSUs awarded in 2022 with a three-year performance period ending in December 2024, included goals relating to:

The Human Capital and Compensation Committee believes that revenue growth, operating margin and the efficient use of invested capital are key long-term determinants of shareholder value. The PSU targets are designed to enhance focus on performance across these areas ensuring alignment between management’s compensation and the creation of shareholder value.

The below table sets forth the threshold, target and maximum performance goals for the 2020 PSU three-year awards comprised of (i) revenue, (ii) Operating Income Margin, and (iii) ROIC, weighted in equal thirds. Each plan component is assessed independently with respect to 2022 financial results of the Company.

At its regular first quarter 2023 meeting, the Human Capital and Compensation Committee determined that the performance goals for the 2020 PSU awards were achieved in the aggregate at 78.5% of target and, therefore, shares were approved and issued under such awards.

In the first quarter of ~~2020 consisted~~2021, the Company issueda one-time performance-basedequity award consisting of ~~50%~~100% PSUs, which would be earned based on the achievement of performance related to revenue, Operating Income Margin and ROIC goals (weighted in equal thirds) over a two-year performance period based on our Mid-Term Target Model (January 1, 2021-December 31, 2022). This grant was intended to keep senior leadership focused on driving mid- to long-term shareholder value as well as support our leadership retention objectives. The table below sets forth the threshold, target and maximum performance goals, as well as actual results, for the award. Each plan component is assessed independently with respect to 2022 financial results of the ~~total~~Company.

At its regular first quarter 2023 meeting, the Human Capital and Compensation Committee determined that the performance goals were achieved in the aggregate at 166.7% of target and, therefore, shares were approved and issued under such awards.

Our Named Executive Officers are subject to a share ownership requirement implemented in 2008 and last revised August 2022. According to that policy and while employed at the Company, within five years of becoming a Section 16 Officer under SEC guidelines, these senior officers must retain 20% of each vesting of RSUs until they meet the minimum ownership threshold of qualifying shares having a market value ~~awarded~~of at least 5x annual base salary for the CEO and 2x annual base salary for the other Named Executive Officers. Once the minimum ownership threshold is achieved, the threshold number of shares must be retained, and the officer remains in ~~PSUs~~compliance despite any decrease in the market value of the Common Shares or any increase in base salary. All Named Executive Officers

are in compliance with this ownership requirement or have not been with the company five years and ~~50%~~are progressing toward the required amount.

Directors and executives are prohibited from pledging, hedging, selling short or otherwise engaging in ~~RSUs.~~speculative practices regarding the Company’s securities.

In order to attract and retain key employees, the Company established the Benchmark Electronics, Inc. Deferred Compensation Plan (the “Deferred Compensation Plan”), which allows certain designated employees, including our Named Executive Officers, the opportunity to defer, on a pretax basis, their salary, bonus awards, and other specified compensation and to receive the deferred amounts, together with an investment return (positive or negative), either at a predetermined time in the future or upon termination of employment with the Company. The Company intends that the Deferred Compensation Plan will at all times be maintained on an unfunded basis for federal income tax purposes under the Internal Revenue Code (the "Code") and be administered as a nonqualified ‘‘top-hat’’ plan exempt from the substantive requirements of the Employee Retirement Income Security Act. All contributions by employees to the Deferred Compensation Plan, as well as any contributions by the Company, are fully vested upon contribution.In April 2020, due to cost mitigation measures tied to the COVID-19 pandemic, management proposed, and the Compensation Committee agreed to temporarily suspend any Company contributions to the Deferred Compensation Plan for the period July 1, 2020 through December 31, 2020.

All employees in the United States, including the executive officers, are eligible to participate in the Company’s 401(k) Employee Savings Plan (the “Savings Plan”). The Savings Plan is a defined contribution tax-qualified retirement savings plan pursuant to which employees are able to contribute a portion of their eligible cash compensation to the Savings Plan and the Company provides matching cash contributions up to 4% of the employees’ eligible compensation upon hire. On July 1, 2020, the Company temporarily suspended its matching of employee cash contributions. On January 1, 2021, the Company resumed employee matching at ~~50%~~100% of eligible employee contributions up to 4%. upon hire. All contributions by employees to the Savings Plan, as well as any matching contributions by the Company, are fully vested upon contribution.

The Company historically has offered only minimal perquisites or other personal benefits to executive officers, consisting of a portion of the cost of financial planning services, health club memberships and annual physical exams.

~~Our Named Executive Officers are subject~~The Company expects to ~~a share ownership requirement implemented~~update its existing clawback policy regarding accounting restatements in ~~2008 and last revised May 2011. Within five years of becoming a Section 16 Officer and during the term of their employment~~accordance with the ~~Company, these officers are expected~~SEC's adoption of new rules to directly own Common Shares having a market value of at least 3x annual base salary for the CEO and 2x annual base salary for the other Named Executive Officers. Any such officers who have not yet achieved this ownership requirement are expected to retain 20% of each vesting of their awarded RSUs. Once achieved, the officer remains in compliance despite any decrease in the market valueimplement Section 954 of the ~~Common Shares or any increase in base salary. All Named Executive Officers are in compliance with this ownership requirement, including those progressing toward~~Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 once such final rule is implemented by the ~~required amount.~~NYSE.

Periodically our Human Capital and Compensation Committee analyzes the potential risks posed by the Company’s compensation programs to determine whether the programs might encourage the executive officers to take unnecessary or excessive risks, or whether the programs might encourage the manipulation of reported earnings. As part of its analysis the committee also considers mitigating factors and controls:

Overall, we believe that the Company’s compensation programs include an appropriate mix of fixed and variable features, short-term and long-term incentives and centralized oversight. Based on this, the Human Capital and Compensation Committee has determined that our compensation program is unlikely to motivate inappropriate risk-taking.

Beginning with our 2018 tax year, Section 162(m) of the Code (“Section 162(m)”) generally prohibits a public company from taking an income tax deduction for compensation over $1 million paid to the principal executive officer, the principal financial officer and any one of the three highest paid executive officers as of the close of the applicable taxable year. Although, the tax benefits associated with ~~performance based~~performance-based compensation programs previously allowed under 162(m) generally have been eliminated, the Human Capital and Compensation Committee believes that a pay-for-performance model incentivizes our executive officers to achieve objectives that are aligned to the creation of ~~stockholder~~shareholder value, irrespective of tax deductibility.

~~Directors and executives are prohibited from pledging, hedging, selling short or otherwise engaging in speculative practices regarding the Company’s securities.~~

The Human Capital and Compensation Committee operates under a written charter approved by the Board of Directors. As required by the charter, each member of the committee is independent, and no member of the committee has any interlocking or other relationships with the Company.

The committee administers the Company’s executive compensation program. Among other things, the committee is responsible for:

The committee has reviewed and discussed the Compensation Discussion and Analysis for the year ended December 31, ~~2020~~2022 and other compensation disclosures in this Proxy Statement with management. Based on such reviews and discussions, the committee recommended to the Board that the compensation-related disclosures made in this Proxy Statement, including the Compensation Discussion and Analysis, be included herein and incorporated by reference into the Company’s ~~annual report~~Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2022.

The following tables, n~~arratives~~narratives and footnotes describe the total compensation and benefits of our CEO and our other Named Executive Officers for ~~2020.~~2022.

The following table sets forth information concerning the compensation and benefits of our Named Executive Officers during the fiscal years ended December 31, 2022, 2021 and 2020.

The Company has entered into an employment agreement with Mr. Benck and severance agreements with Messrs. Lakkaraju, Buseman, Beaver and ~~Janick.~~Crawford. These agreements are automatically extended by successive one-year terms, unless terminated by the Company or the executive.

Each agreement also provides for severance payments if the applicable Named Executive Officer’s employment is terminated under certain qualifying circumstances. A more detailed discussion of the severance terms is set forth in “Potential Payments upon Termination or Change in Control”.

Each agreement contains restrictive covenants that prohibit the applicable Named Executive Officer from competing with the Company or soliciting its customers or service providers during the term of the agreement and for two years thereafter, as well as a confidentiality covenant of indefinite length.

In addition to the restrictive covenants described in the preceding sentence, Messrs. Benck, Lakkaraju, Buseman, Beaver and ~~Janick~~Crawford may not, during their periods of employment and for two years thereafter, ~~make disparaging remarks about the Company, its subsidiaries or products and services~~ or divert customers of the Company to its competitors.

The Benchmark Electronics, Inc. 2010 Omnibus Incentive Compensation Plan (the "2010 Omnibus Plan") authorized, and its replacement, the 2019 Omnibus Plan, authorizes, the Company, upon approval of theHuman Capital and Compensation Committee, to grant a variety of types of awards, including stock options, restricted shares, RSUs, stock appreciation rights, performance compensation awards, including PSUs, phantom stock awards and deferred share units, or any combination thereof, to any director, officer, employee or consultant (including any prospective director, officer, employee or consultant) of the Company. The 2010 Omnibus Plan was replaced in May 2019 and no additional grants can be made under that plan. The 2019 Omnibus Plan was approved by the Company’s shareholders in May 2019 and replaced the 2010 Omnibus Plan. As of December 31, ~~2020,~~2022, the Company had equity awards outstanding with respect to ~~1.4~~1.8 million Common Shares under the Company’s 2010 Omnibus Plan and 2019 Omnibus Plan, and 2.9 million additional Common Shares are available for issuance under the 2019 Omnibus Plan.

The following table sets forth information concerning grants of RSUs and PSUs to the Named Executive Officers during ~~2020~~2022 under the 2019 Omnibus Plan, as well as estimated possible payouts under cash and equity incentive plans. The Company did not grant any stock option awards during ~~2020;~~2022; accordingly, these columns have been omitted.


		Estimated Possible Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾									Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾						All Other Stock Awards: Number of Shares of		Grant Date Fair Value of Stock and Option			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)							Estimated Future Payouts Under Equity Incentive Plan Awards(2)						All Other Stock Awards: Number of Shares of		Grant Date Fair Value of Stock and Option
Name	Grant Date	Threshold ($)			Target ($)			Maximum ($)			Threshold (#)		Target (#)		Maximum (#)		Stock or Units (#)		Awards ($)⁽³⁾		Grant Date	Threshold ($)			Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)		Stock or Units (#)		Awards ($)(3)

Jeffrey W. Benck	2/20/20			—			—			—		31,173		62,345		155,863		—	$	1,750,000	2/25/2022			—		—		—		37,062		74,124		185,310		—	$	1,925,000
	2/20/20			—			—			—		—		—		—		62,345	$	1,750,000	2/25/2022			—		—		—		—		—		—		74,124	$	1,925,000
	2/20/20		$	517,500		$	1,035,000		$	2,070,000		—		—		—		—		—	2/25/2022		$	593,750	$	1,187,500	$	2,375,000		—		—		—		—		—
Roop K. Lakkaraju	2/20/20			—			—			—		8,907		17,813		44,533		—	$	500,000	2/25/2022			—		—		—		12,034		24,067		60,168		—	$	625,000
	2/20/20			—			—			—		—		—		—		17,813	$	500,000	2/25/2022			—		—		—		—		—		—		24,067	$	625,000
	2/20/20		$	176,250		$	352,500		$	705,000		—		—		—		—		—	2/25/2022		$	203,322	$	406,644	$	813,288		—		—		—		—		—
Michael D. Buseman	2/20/20			—			—			—		7,014		14,028		35,070		—	$	393,750	2/25/2022			—		—		—		8,039		16,077		40,193		—	$	417,500
	2/20/20			—			—			—		—		—		—		14,028	$	393,750	2/25/2022			—		—		—		—		—		—		16,077	$	417,500
	2/20/20		$	168,750		$	337,500		$	675,000		—		—		—		—		—	2/25/2022		$	179,027	$	358,054	$	716,108		—		—		—		—		—
Stephen J. Beaver	2/20/20			—			—			—		5,689		11,378		28,445		—	$	319,375	2/25/2022			—		—		—		6,710		13,420		33,550		—	$	348,500
	2/20/20			—			—			—		—		—		—		11,378	$	319,375	2/25/2022			—		—		—		—		—		—		13,420	$	348,500
	2/20/20		$	91,250		$	182,500		$	365,000		—		—		—		—		—	2/25/2022		$	138,317	$	276,634	$	553,267		—		—		—		—		—
Jan M. Janick	2/20/20			—			—			—		5,456		10,911		27,278		—	$	306,250
Rob B. Crawford																					2/25/2022			—		—		—		6,130		12,259		30,648		—	$	318,347
	2/20/20			—			—			—		—		—		—		10,911	$	306,250	2/25/2022			—		—		—		—		—		—		12,259	$	318,347
	2/20/20		$	87,500		$	175,000		$	350,000		—		—		—		—		—	2/25/2022		$	109,148	$	218,295	$	436,590		—		—		—		—		—

The following table sets forth information concerning outstanding equity awards held by our Named Executive Officers atas of December 31, ~~2020.~~2022.

The following table sets forth information concerning vesting of stock awards by our Named Executive Officers during the fiscal year ended December 31, ~~2020.~~2022.

None of our Named Executive Officers is covered by a pension plan or other similar benefit plan that provides for payments or other benefits.

The Deferred Compensation Plan allows certain designated employees, including our Named Executive Officers, to defer up to 75% of their base salary and up to 100% of their incentive bonus and other types of ‘‘compensation’’ (commission and such other cash compensation or equity compensation approved by theHuman Capital and Compensation Committee) on a tax-deferred basis. Participants may receive matching contributions from the Company on certain of their deferrals. Some participants may also receive discretionary contributions made by the Company. Deferred amounts, together with any investment return (positive or negative) may be distributed either at a predetermined time in the future or upon termination of employment with the Company. The Company intends that the Deferred Compensation Plan will at all times be maintained on an unfunded basis for federal income tax purposes under the Code and be administered as a nonqualified “top-hat” plan exempt from the substantive requirements of the Employee Retirement Income Security Act.~~In April 2020, due to cost mitigation measures tied to~~

(3)

Of the ~~period July 1, 2020 through December 31, 2020.~~

Name

Executive
Contributions in
Last Fiscal Year
($)

Registrant
Contributions in
Last Fiscal Year⁽¹⁾
($)

Aggregate
Earnings in
Last Fiscal Year⁽²⁾
($)

Aggregate
Withdrawals/
Distributions
($)

Aggregate Balance
at Last Fiscal
Year End⁽³⁾
($)

Mr. Benck

$
—

$
33,100

$
1,689

$
—

$
84,638

Mr. Lakkaraju

—

10,850

17,054

—

66,805

Mr. Buseman

—

8,400

18,631

—

155,645

Mr. Beaver

—

4,150

16

—

10,416

Mr. Janick

—

4,900

17,037

—

123,996

amounts reported in the “Aggregate Balance at Last Fiscal Year End” column, the following amounts were previously reported in the Summary Compensation Tables in the Company’s Proxy Statements in prior years: Mr. Benck - $116,810, Mr. Lakkaraju - $56,669, Mr. Buseman - $114,974, Mr. Beaver - $16,183, and Mr. Crawford - $15,542.

~~(1)~~

~~The amounts reported in the “Registrant Contributions in Last Fiscal Year” column are included in the Summary Compensation Table in the “All Other Compensation” column.~~

~~(2)~~

These amounts are not considered above-market or preferential under SEC rules and therefore are not reported in the Summary Compensation Table. All contributions to the Deferred Compensation Plan, including Company contributions, are fully vested upon contribution.

~~(3)~~

Of the amounts reported in the “Aggregate Balance at Last Fiscal Year End” column, the following amounts were previously reported in the Summary Compensation Tables in the Company’s Proxy Statements in prior years: Mr. Benck - $49,650, Mr. Lakkaraju - $34,675, Mr. Buseman - $96,150, Mr. Beaver - $6,225 and Mr. Janick - $19,105.

32 36 Benchmark.Benchmark Electronics, Inc. • ~~2021~~2023 Proxy Statement

COMPENSATION TABLES AND NARRATIVES

Potential Payments upon Termination or Change in Control

The Company has entered into agreements with the Named Executive Officers that would require the payment of severance by the Company if the applicable executive’s employment were terminated (i) by the Company without cause or (ii) by the executive for “good reason”. The severance to be paid to Messrs. Lakkaraju, Buseman, Beaver and ~~Janick~~Crawford is equal to 100% of the executive’s annual base salary, plus the ~~target~~achievement level bonus for the full year of termination payable when bonuses are otherwise paid to the Company’s employees. If these executives secure other employment following termination, the foregoing payments will be reduced to 50% of the balance still owing.

In addition, the Company will provide Messrs. Lakkaraju, Buseman, Beaver and ~~Janick~~Crawford continuation of health insurance coverage for one year after the termination of employment. Additionally, in the case of Messrs. Lakkaraju, Buseman, Beaver and ~~Janick,~~Crawford, the agreements provide for payment of severance upon the executive’s death or disability, in an amount equal to a prorated bonus. Upon a termination of employment for cause or retirement, the Named Executive Officers will only receive salary earned to the date of termination and benefits under the Company’s benefit plans that were vested as of the date of termination.

In the event the Company terminated Mr. Benck’s employment without cause or Mr. Benck terminated his employment for “good reason”, Mr. Benck would be entitled to receive a lump-sum cash payment equal to two times the sum of (1) Mr. Benck’s (A) annual base salary at the time of his termination plus (B) the greater of his target bonus for the year in which the termination date occurs and the last annual bonus paid to Mr. Benck prior to the termination date (the sum of (A) and (B), the “Total Cash Amount”), and (2) pro rata vesting of all service or time-based unvested RSUs held on the termination date, based on the number of days elapsed in the Initial Term prior to the termination date, and all of his unvested performance-based awards would be forfeited.

In the event the Company terminated Mr. Benck’s employment without cause or Mr. Benck terminated his employment for “good reason” within the 24-month period immediately following a change in control of the Company, then he would instead be entitled to receive a lump-sum cash payment equal to three times the Total Cash Amount set forth above and full accelerated vesting of all outstanding RSUs and his PSUs would vest based on target performance.

In either case or in the case of Mr. Benck’s death or disability, the Company would also pay for the portion of the premium cost for Mr. Benck’s group health insurance coverage that it would pay him if he had remained employed by the Company for a period of 18 consecutive months after the termination date, or until such earlier time at which he becomes eligible for similar benefits by reason of new employment or is otherwise no longer eligible for continued coverage under applicable law.

The agreements also provide that if payments and benefits provided thereunder along with other payments and benefits provided by the Company would collectively constitute “parachute payments” for purposes of the golden parachute excise tax provisions under Sections 280G and 4999 of the Code, such payments and benefits would be reduced to an amount sufficient to avoid application of the golden parachute excise tax, but only if the net after-tax amount received by the Named Executive Officers in respect of such payments and benefits in the absence of such reduction would be less than the net after-tax amount received by the Named Executive Officers in respect of such payments and benefits as a result of such reduction.

In the case of Messrs. Lakkaraju, Buseman, Beaver and ~~Janick,~~Crawford, “good reason” is generally defined as (i) a material diminution of the executive’s duties or responsibilities, (ii) a reduction in the executive’s target compensation opportunity greater than 10%, (iii) a move to a principal office location that is more than 50 miles from Scottsdale, Arizona without his or her consent, (iv) the Company’s failure to renew the agreement for a successive one-year term, or (v) a material breach by the Company of any other provision of the agreement that is not cured after written notice by the executive.

In the case of Mr. Benck, “good reason” is generally defined as (i) a material diminution of his title or responsibilities, (ii) a reduction in his base salary or annual bonus or long-term incentive compensation opportunity, (iii) relocation of the primary workplace more than 35 miles from his prior workplace, or (iv) a material breach by the Company of his employment agreement that is not cured after written notice by Mr. Benck.

Potential Payments under Involuntary Termination Without Cause, Termination for Good Reason and Termination upon a Change in Control

The table below reflects the amount of compensation payable to the Named Executive Officers upon involuntary not-for-cause termination, or termination by the executives for good reason and termination following a change of control in accordance with their employment or severance agreements. The amounts shown assume that such termination was effective as of December 31, ~~2020~~2022 and includes amounts earned through such time and estimates of the amounts that would be paid to the executives upon their termination. The actual amounts to be paid can only be determined at the time of such executive’s separation from the Company. Upon separation from the Company, the Named Executive Officers will be entitled to receive all amounts accrued and vested under the Savings Plan and the Deferred Compensation Plan. These amounts will be determined and paid in accordance with the applicable plan and are not included in the table because they are not severance payments.

The Company’s outstanding equity awards would vest in the event of a termination of employment by the Company without cause or by the awardholder for “good reason” within the two-year period following a change in control of the Company. However, the Company’s outstanding equity awards would vest immediately prior to a change in control if the awards are not assumed or substituted by the successor company or its parent or subsidiary in connection with the transaction. Under the equity award agreements, “good reason” is defined as (i) a material diminution of the awardholder’s duties or responsibilities, (ii) a reduction in the awardholder’s base salary

37 Benchmark.Benchmark Electronics, Inc. • 2023 Proxy Statement

COMPENSATION TABLES AND NARRATIVES

greater than 10%, or annual bonus or long-term incentive compensation opportunity or (iii) a material breach by the Company of the awardholder’s employment agreement or any other agreement between the Company and the awardholder.


Name	Lump Sum Severance Payment(1)		Continuation of Insurance Benefits(2)			Accelerated Vesting of Stock Awards			Total Payments

Mr. Benck	$	4,676,226		$	34,694	$	3,211,634	(3)	$	7,922,554	(5)
Mr. Benck—Change in Control		14,028,678			34,694		10,994,278	(4)		25,057,650	(5)
Mr. Lakkaraju		1,131,412			23,129		—			1,154,541	(5)
Mr. Lakkaraju—Change in Control		2,262,824			34,694		3,257,114	(4)		5,554,632	(5)
Mr. Buseman		1,010,950			8,055		—			1,019,005	(5)
Mr. Buseman—Change in Control		2,021,900			12,082		2,349,067	(4)		4,383,049	(5)
Mr. Beaver		843,749			23,401		—			867,150	(5)
Mr. Beaver—Change in Control		1,687,498			35,101		1,941,591	(4)		3,664,190	(5)
Mr. Crawford		698,322			24,205		—			722,527	(5)
Mr. Crawford—Change in Control		1,396,644			36,307		1,809,422	(4)		3,242,373	(5)

~~Benchmark Electronics, Inc.~~ • ~~2021 Proxy Statement~~ ~~Benchmark.~~33

(1)

Payment based on annual base salary as of December 31, 2022 and, if applicable, any cash incentive bonus payable under the terms of their agreements. The amounts do not include payments to the extent they are provided on a nondiscriminatory basis to salaried employees generally upon termination of employment, including accrued salary and vacation pay.

(2)

Estimated cost to the Company of providing applicable insurance welfare benefits for (i) 18 months for Mr. Benck and (ii) 12 months (18 months, in the event of a termination of employment in connection with a change in control) for Messrs. Lakkaraju, Buseman, Beaver and Crawford, in each case after the termination of employment based on average annual cost per employee.

(3)

The value of the accelerated vesting benefit equals (A) the number of RSUs that would vest on an accelerated basis upon the occurrence of a qualifying termination, multiplied by (B) the closing price per share of the Common Shares on December 31, 2022.

(4)

The value of the accelerated vesting benefit equals (A) the number of RSUs and PSUs that would vest on an accelerated basis upon the occurrence of a qualifying termination within the two-year period following a change of control event, multiplied by (B) the closing price per share of the Common Shares on December 31, 2022.

(5)

These payments and benefits are subject to reduction if their receipt triggers the golden parachute excise tax under Section 4999 of the Code. As indicated above, payments and benefits would be reduced to an amount sufficient to avoid application of the golden parachute excise tax to the extent that the net after-tax amount received by the Named Executive Officer in respect of such payments and benefits in the absence of such reduction would be less than the net after-tax amount received by them in respect of such payments and benefits as a result of such reduction.

~~COMPENSATION TABLES AND NARRATIVES~~

Name

Lump Sum
Severance
Payment⁽¹⁾

Continuation
of Insurance
Benefits⁽²⁾

Accelerated
Vesting of
Stock
Awards

Total
Payments

Mr. Benck

$
3,870,000

$
25,485

$
2,456,722

⁽³⁾

$
6,352,207

⁽⁵⁾

Mr. Benck—Change in Control

11,610,000

25,485

7,547,945

⁽⁴⁾

19,183,430

⁽⁵⁾

Mr. Lakkaraju

632,749

16,990

—

649,739

⁽⁵⁾

Mr. Lakkaraju—Change in Control

1,265,498

25,485

2,203,017

⁽⁴⁾

3,494,000

⁽⁵⁾

Mr. Buseman

602,261

11,762

—

614,023

⁽⁵⁾

Mr. Buseman—Change in Control

1,204,522

17,642

1,497,407

⁽⁴⁾

2,719,572

⁽⁵⁾

Mr. Beaver

447,360

17,699

—

465,060

⁽⁵⁾

Mr. Beaver- Change in Control

894,721

26,549

1,239,003

⁽⁴⁾

2,160,272

⁽⁵⁾

Mr. Janick

430,797

5,711

—

436,509

⁽⁵⁾

Mr. Janick—Change in Control

861,595

8,567

1,556,856

⁽⁴⁾

2,427,019

⁽⁵⁾

~~(1)~~

Payment based on annual base salary as of December 31, 2020 and, if applicable, any cash incentive bonus payable under the terms of their agreements. The amounts do not include payments to the extent they are provided on a nondiscriminatory basis to salaried employees generally upon termination of employment, including accrued salary and vacation pay.

~~(2)~~

Estimated cost to the Company of providing applicable insurance welfare benefits for (i) 18 months for Mr. Benck and (ii) 12 months (18 months, in the event of a termination of employment in connection with a change in control) for Messrs. Lakkaraju, Buseman, Beaver and Janick, in each case after the termination of employment based on average annual cost per employee.

~~(3)~~

~~(4)~~

~~(5)~~

Potential Payments upon Death or Disability

The amount of compensation payable to each Named Executive Officer’s estate upon the death or disability of the executive is shown below. The amounts shown assume that such termination was effective as of December 31, ~~2020,~~2022, and thus include amounts earned through such time and are estimates of the amounts that would be paid to the executives’ estates upon their termination. The actual amounts to be paid can only be determined at the time of the executive’s death or disability. All contributions to the Deferred Compensation Plan are fully vested upon contribution and would be paid out upon death or disability. See “Compensation Tables and Narratives—Nonqualified Deferred Compensation.”


Name	Lump Sum Payment Attributable to Salary(1)			Lump Sum Payment Attributable to Cash Incentive Bonus(1)			Continuation of Health Insurance Benefits(2)			Vesting of Stock Awards(3)

Mr. Benck		$	—		$	—		$	34,694		$	10,994,278
Mr. Lakkaraju			—			623,107			—			1,439,392
Mr. Buseman			—			533,545			—			983,260
Mr. Beaver			—			418,159			—			814,499
Mr. Crawford			—			334,497			—			790,344

Name

Lump Sum Payment
Attributable to
Salary⁽¹⁾

Lump Sum Payment
Attributable to Cash
Incentive Bonus⁽¹⁾

Continuation
of Health Insurance
Benefits⁽²⁾

Vesting of
Stock
Awards⁽³⁾

Mr. Benck

$
—

$
477,860

$
25,485

$
7,547,945

Mr. Lakkaraju

—

162,749

—

1,326,434

Mr. Buseman

—

152,261

—

781,967

Mr. Beaver

—

82,360

—

658,234

Mr. Janick

—

80,797

—

967,660

(1)

Payment based on executive’s annual base salary and cash incentive bonus as of December 31, 2022. The amounts do not include payments to the extent they are provided on a nondiscriminatory basis to salaried employees generally upon termination of employment, including accrued salary and vacation pay.

(2)

Estimated cost to the Company of providing health insurance benefits for 18 months following the death or disability of Mr. Benck.

(3)

The value of the accelerated vesting benefit equals (A) the number of RSUs that would vest on an accelerated basis upon the death or disability of the Named Executive Officers and for Mr. Benck all unvested PSU at target payout, multiplied by (B) the closing price per share of the Common Shares on December 31, 2022.

~~(1)~~

Payment based on executive’s annual base salary and cash incentive bonus as of December 31, 2020. The amounts do not include payments to the extent they are provided on a nondiscriminatory basis to salaried employees generally upon termination of employment, including accrued salary and vacation pay.

~~(2)~~

~~Estimated cost to the Company of providing health insurance benefits for 18 months following the death or disability of Mr. Benck.~~

~~(3)~~

34 38 Benchmark.Benchmark Electronics, Inc. • ~~2021~~2023 Proxy Statement

COMPENSATION TABLES AND NARRATIVES

PAY VERSUS PERFORMANCE DISCLOSURE

In accordance with rules adopted by the SEC, we provide the following disclosure regarding executive “Compensation Actually Paid” or “CAP” (as calculated in accordance with SEC rules) and certain Company performance for the fiscal years listed below. You should refer to “2022 Executive Compensation Program in Detail” in the CD&A in this proxy statement for a complete description of how executive compensation relates to Company performance and how the Compensation Committee makes its decisions.


									Value of Initial Fixed $100 Investment Based on:
Year	Summary Compensation Table Total for Jeffrey W. Benck $		Compensation Actually Paid to Jeffrey W. Benck(1)(2) $		Average Summary Compensation Table Total for Non-CEO NEOs(3) $		Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) $		BHE Total Shareholder Return $		10-K Peer Group Total Shareholder Return $		Net Income (in thousands) $		Revenue (in thousands) $
2022		6,718,650		8,543,236		1,803,293		2,202,770		77.68		161.57		68,229		2,886,331
2021		6,736,846		4,310,263		1,776,762		1,053,904		78.87		147.52		35,770		2,255,319
2020		4,870,541		2,964,019		1,286,201		846,750		78.61		114.90		14,055		2,053,131

(1)

Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid include:


		2022								2021								2020
		Jeffrey W. Benck				Average Non-CEO NEOs				Jeffrey W. Benck				Average Non-CEO NEOs				Jeffrey W. Benck				Average Non-CEO NEOs
Total Compensation from Summary Compensation Table	$		6,718,650		$		1,803,293		$		6,736,846		$		1,776,762		$		4,870,541		$		1,286,201

Adjustments for Equity Awards
Adjustment for grant date values in the Summary Compensation Table	$		(3,850,000	)	$		(854,673	)	$		(4,375,000	)	$		(961,344	)	$		(3,500,000	)	$		(759,687	)
Year-end fair value of unvested awards granted in the current year	$		3,956,739		$		878,408		$		4,145,568		$		910,960		$		3,367,877		$		731,026
Year-over-year difference of year-end fair values for unvested awards granted in prior years	$		1,755,646		$		377,497		$		(2,377,268	)	$		(688,242	)	$		(1,137,486	)	$		(344,763	)
Fair values at vest date for awards granted and vested in current year	$		1,646,191		$		341,880		$		1,459,832		$		293,019		$		479,065		$		240,576
Difference in fair values between prior year-end fair values and vest date fair values for awards granted in prior years	$		(1,717,137	)	$		(356,934	)	$		(1,298,236	)	$		(282,430	)	$		(1,115,978	)	$		(306,603	)
Dividends or dividend equivalents not otherwise included in total compensation	$		33,147		$		13,299		$		18,521		$		5,179		$		-		$		-
Total Adjustments for Equity Awards	$		1,824,586		$		399,477		$		(2,426,583	)	$		(722,858	)	$		(1,906,522	)	$		(439,451	)

Compensation Actually Paid (as calculated)	$		8,543,236		$		2,202,770		$		4,310,263		$		1,053,904		$		2,964,019		$		846,750

39 Benchmark.Benchmark Electronics, Inc. • 2023 Proxy Statement

COMPENSATION TABLES AND NARRATIVES

(2)

Assumptions used in the valuation of equity awards for purposes of calculating Compensation Actually Paid were materially the same as at grant date, except for adjusting for expected performance of PSUs at each measurement date.

(3)

Non-CEO NEOs reflect the average Summary Compensation Table total compensation and average Compensation Actually Paid for the following executives by year:

2022 and 2021: Mr. Lakkaraju; Mr. Buseman; Mr. Beaver; Mr. Crawford

2020: Mr. Lakkaraju; Mr. Buseman; Mr. Beaver; Mr. Janick

Most Important Performance Measures

In our assessment, the most important performance measures used to link CAP to Company performance are listed in the table below, not ranked in order of importance. The role of each of these performance measures in our executive compensation program is discussed in the CD&A.

Performance Measures

•

Revenue

•

Operating Income Margin

•

Return On Invested Capital (ROIC)

Descriptions of the Relationships Presented in the Pay Versus Performance Table

The illustrations below compare the relationships between CAP and the following measures:

•

the Company’s cumulative TSR and the Form 10-K Peer Group’s cumulative TSR;

•

the Company’s Net Income; and

•

the Company’s Revenue

CAP vs. TSR

40 Benchmark.Benchmark Electronics, Inc. • 2023 Proxy Statement

COMPENSATION TABLES AND NARRATIVES

CAP vs. Net Income

CAP vs. Revenue

CEO Pay Ratio

As required by SEC rules, the Company is disclosing the median of the annual total compensation of all employees of the Company (excluding the CEO), the annual total compensation of the CEO, and the ratio of the median of the annual total compensation of all employees to the annual total compensation of the CEO. The pay ratio below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K (“Item 402(u)”) and based on our internal records and the methodology described below.

Consistent with Item 402(u), the Company reviewed its global employee population at the end of the Company’s fiscal year or December 31, ~~2020~~2022 to prepare the analysis. Using the Company’s internal records for December 31, ~~2019,~~2022, the date selected by the Company for purposes of choosing the median employee, the global employee population consisted of approximately ~~11,210~~13,475 individuals, with approximately ~~27%~~24% of these individuals located in the United States, ~~50%~~42% in Asia, 9%11% in Europe and the remaining ~~14%~~23% in Mexico. Based on a review of the data as of December 31, 2020, the Company concluded that there has been no change in its employee population or employee compensation arrangements that it believes would significantly impact the pay ratio disclosure. As a result, theThe median employee was identified using the Company’s last payroll records of ~~2019~~2022 and the base salary paid to employees (annualized in the case of employees who joined the Company during ~~2019)~~2022), excluding our CEO, as the Company believes this to be a consistently applied measure across its population. The specific median employee left the organization in 2020 and as the rules permit, the Company is using another employee whose compensation is in closest proximity to the originally identified median employee based on the base salary compensation measure used to select the original median employee at the end of 2019. ~~The base salaries of employees outside of the United States were converted using the prevailing currency exchange rate in December 2019.~~ Other sources of compensation were then added to calculate the annual total compensation of the median employee.

For fiscal ~~2020,~~2022, the median employee’s annual total compensation was ~~$12,795~~$10,378 and the annual total compensation of the Company’s CEO was ~~$4,870,541.~~$6,718,650. Based on this information, the ratio of the annual total compensation of the Company’s CEO to the annual total compensation of its median employee for fiscal ~~2020~~2022 is ~~381:~~647:1. The median employee is a direct labor worker at our ~~Suzhou, China~~Penang, Malaysia manufacturing facility.

41 Benchmark.Benchmark Electronics, Inc. • 2023 Proxy Statement

COMPENSATION TABLES AND NARRATIVES

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules and is based upon our reasonable judgments and assumptions. The ~~CEO~~SEC rules do not specify a single methodology for identification of the median employee or calculation of the pay ratio, accordingly the Pay Ratio ~~declined in fiscal 2020 from 2019 when our~~reported above may not be comparable to the pay ratio ~~was 695:1 due to one-time~~calculated by other companies, as other companies have different circumstances, employee populations and compensation ~~awards~~practices, and benefits provided to Mr. Benck related to his 2019 employment agreement. Included in the fiscal 2019 calculation for Mr. Benck were new hire equity awards of RSUs (the aggregate value, as calculated in accordance with the requirements of the Summary Compensation Table, of these awards was $1,900,021)may utilize different methodologies, exclusions, estimates and ~~relocation assistance in connection with his move.~~assumptions.

The Company has not made any of the adjustments permissible by the SEC, nor have any material assumptions or estimates been made to identify the median employee or to determine annual total compensation.

Compensation of Directors

Employee directors have never received any additional compensation for serving on the Board above the compensation they received for serving as officers of the Company. For information regarding compensation programs with respect to our Named Executive Officers, see “Compensation Discussion and Analysis.”

The Company uses a combination of cash and stock-based incentive compensation to attract and retain qualified candidates to serve on the Board. In setting nonemployee director compensation, the Board considers the significant amount of time that directors spend in fulfilling their duties, as well as the skill they bring to the Board. Any changes to nonemployee director compensation practices are recommended by the Human Capital andCompensation Committee, working with its Consultant, for approval by the full Board.

TheHuman Capital and Compensation Committee annually reviews and evaluates nonemployee director compensation practices in relation to comparable companies. ~~Based on its most recent review, conducted with the benefit of the committee’s Consultant,~~In May 2022, the committee, based on recommendations and input from its compensation consultant, elected to put in place an annual retainer for committee members as a replacement for the prior per-meeting fee structure. The committee recommended noand the full Board approved changes starting July 1, 2022 to remove the prior per meeting fee and increase in the annual retainer ~~that has been paid to directors or the fees paid~~ for ~~attendance at Board and~~ committee ~~meetings.~~members as shown below. Each nonemployee director receives an RSU award with a $150,000 value on the date of the annual shareholders meeting; a director first elected on a date other than the date of the annual shareholders meeting receives an RSU award that is discounted on a pro rata basis for the portion of the year served. Each RSU vests over a one-year period following its issue.

In addition, nonemployee directors are subject to a minimum share ownership requirement. Within five years of the date the director joins the Board, each nonemployee director is required to directly own Common Shares of the Company with a market value of at least ~~$180,000 (three~~$350,000 (five times the annual board retainer). ~~Messrs. Carlson, Duncan, Gifford, Lamneck, McCreary and Scheible and Ms. Raines have met the ownership requirement. Ms. De Greef-Safft is required to comply with the requirement by December 2024.~~ All ~~Named Executive Officers~~Directors are in compliance with this ownership requirement, including those progressing toward the required amount.

~~Benchmark Electronics, Inc.~~ • ~~2021 Proxy Statement~~ ~~Benchmark.~~35

~~COMPENSATION TABLES AND NARRATIVES~~

Cash Compensation Paid to Nonemployee Directors

The following table shows the ~~2020~~2022 nonemployee director compensation program as determined by the Board upon the recommendation of theHuman Capital and Compensation Committee. Accrued meeting fees and pro rata retainers are paid quarterly.

Annual Board Retainer

$
60,000

Annual Non-Executive Board Chair Retainer

$
80,000

Annual Audit Committee Chair Retainer

$
20,000

Annual Compensation Committee Chair Retainer

$
15,000

Annual Nominating/Corporate Governance Committee Chair Retainer

$
12,500

Payment per Board meeting attended

$
1,500

Payment per Committee meeting attended

$
1,500


Annual Board Retainer	$	70,000
Annual Non-Executive Board Chair Retainer	$	80,000
Annual Audit Committee Chair Retainer	$	25,000
Annual Audit Committee Member Retainer	$	10,000
Annual Compensation and Human Capital Committee Chair Retainer	$	22,500
Annual Compensation and Human Capital Committee Member Retainer	$	10,000
Annual Nominating, Sustainability and Corporate Governance Committee Chair Retainer	$	15,000
Annual Nominating, Sustainability and Corporate Governance Committee Member Retainer	$	7,500

Directors are also reimbursed for their reasonable travel expenses incurred on Company business.

Equity-Based Compensation Program for Nonemployee Directors

In 2002, the Board adopted and shareholders approved the Benchmark Electronics, Inc. 2002 Stock Option Plan for Non-Employee Directors (the “2002 Plan”) for the benefit of members of the Board who are not employees of the Company or its Affiliates (as defined in the 2002 Plan). The purpose of the 2002 Plan was to encourage ownership of the Common Shares by eligible nonemployee directors, to increase their incentive to render services and exert maximum effort for the success of the Company, and to further align their interests with shareholders. The 2002 Plan terminated in February 2012 and was replaced by the 2010 Omnibus Plan; no additional grants may be made under the 2002 Plan. In May 2019, the 2010 Omnibus Plan was terminated and replaced with the 2019 Omnibus Plan approved by the Company’s shareholders. No additional grants may be made under the 2010 Omnibus Plan. The 2010 Omnibus Plan will, however, continue to govern awards previously granted under the 2010 Omnibus Plan.

During ~~2020,~~2022, an aggregate ~~63,064~~49,672 RSUs were granted to nonemployee directors under the 2019 Omnibus Plan. These awards vest over a one-year period, starting from the grant date.

~~2020~~

42 Benchmark.Benchmark Electronics, Inc. • 2023 Proxy Statement

COMPENSATION TABLES AND NARRATIVES

2022 Director Summary Compensation Table

The following table summarizes the cash and equity compensation for nonemployee directors during ~~2020.~~2022. The Company did not grant any stock option awards to any of our nonemployee directors during ~~2020,~~2022, and none of them is covered by a nonequity incentive plan, pension plan or nonqualified deferred compensation plan; accordingly, these columns have been omitted.


Name	Fees Earned or Paid in Cash ($)			Stock Awards(1) ($)			Total ($)
David W. Scheible		$	162,375		$	150,000		$	312,375
Anne De Greef-Safft			82,375			150,000			232,375
Douglas G. Duncan(2)			90,625			150,000			240,625
Robert K. Gifford			90,375			150,000			240,375
Ramesh Gopalakrishnan			76,000			150,000			226,000
Kenneth T. Lamneck			101,125			150,000			251,125
Jeffrey S. McCreary			82,375			150,000			232,375
Lynn A. Wentworth			76,000			150,000			226,000

Name
Fees Earned or
Paid in Cash
($)

Stock
Awards⁽¹⁾
($)

Total
($)

Bruce A. Carlson

$
67,500

$
150,013

$
217,513

Anne De Greef-Safft

64,891

150,013

214,904

Douglas G. Duncan

87,500

150,013

237,513

Robert K. Gifford

82,500

150,013

232,513

Kenneth T. Lamneck

95,000

150,013

245,013

Jeffrey S. McCreary

75,000

150,013

225,013

Merilee Raines

67,500

150,013

217,513

David W. Scheible

155,000

150,013

305,013

(1)

The amounts reflect the aggregate fair value of RSUs granted pursuant the 2019 Omnibus Plan during 2022, computed in accordance with the provisions of FASB ASC Topic 718. The RSU awards were valued using the closing market price of the Common Shares on the grant date.

(2)

Effective January 9, 2023, Douglas G. Duncan resigned from the Board.

~~(1)~~

The amounts reflect the aggregate fair value of RSUs granted pursuant the 2019 Omnibus Plan during 2020, computed in accordance with the provisions of FASB ASC Topic 718. The RSU awards were valued using the closing market price of the Common Shares on the grant date.

36 ~~Benchmark.Benchmark Electronics, Inc.~~ • ~~2021 Proxy Statement~~

~~COMPENSATION TABLES AND NARRATIVES~~

The following table sets forth information concerning unvested RSUs held by ~~our nonemployee~~each of the non-employee directors in the table above as of December 31, ~~2020.~~2022.


Name	Number of Shares or Units of Stock That Have Not Vested
David W. Scheible		6,209
~~Mr. Carlson~~Anne De Greef-Safft		~~7,883~~6,209
~~Ms. De Greef-Safft~~Douglas G. Duncan(1)		~~7,883~~6,209
~~Mr. Duncan~~Robert K. Gifford		~~7,883~~6,209
~~Mr. Gifford~~Ramesh Gopalakrishnan		~~7,883~~6,209
~~Mr.~~Kenneth T. Lamneck		~~7,883~~6,209
~~Mr.~~Jeffrey S. McCreary		~~7,883~~6,209
~~Ms. Raines~~Lynn A. Wentworth		~~7,883~~6,209

(1)

Effective January 9, 2023, Douglas G. Duncan resigned from the Board.


~~Mr. Scheible~~				~~7,883~~

43 Benchmark.Benchmark Electronics, Inc. • ~~2021~~2023 Proxy Statement ~~Benchmark.~~37

PROPOSAL 2 — ADVISORY VOTE ON COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

The Board is seeking a shareholder advisory vote to approve Named Executive Officer compensation. In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, we are providing shareholders an opportunity to cast a nonbinding, advisory vote to approve the compensation of our Named Executive Officers as disclosed above pursuant to the SEC’s compensation disclosure rules. This proposal, commonly known as a ~~“say-on-pay”~~“Say-on-Pay” proposal, gives shareholders the opportunity to approve or not approve our Named Executive Officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, policies and practices described in this Proxy Statement.

This Say-on-Pay vote is advisory only and not binding on the Company, theHuman Capital and Compensation Committee or the Board. However, the committee and Board will take the outcome of this vote into account when considering future compensation arrangements for our Named Executive Officers.

As ~~selected~~advised by our shareholders at the 2017 annual meeting (commonly referred to as a “Say-on-Frequency” vote) and approved by our Board, the Say-on-Pay vote is held annually. The next Say-on-Pay proposal is expected to occur at the 2024 Annual Meeting of Shareholders unless the Board modifies its policy on the frequency of holding such advisory approvals based on the outcome of the Say-on-Frequency vote ~~will occur~~as presented in ~~2023.~~Proposal 4 of this Proxy Statement to be voted on by the shareholders.

Recommendation

✓

The Board of Directors recommends ~~that shareholders~~a vote FOR the following resolution:

RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED

Unless a proxy is marked to give a different direction, the persons named in the proxy will provide an advisory vote FORthe approval of the advisory resolutions approving the compensation of our Named Executive Officers as disclosed in this Proxy Statement.

38 44 Benchmark.Benchmark Electronics, Inc.•~~2021~~2023 Proxy Statement

COMMON SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership, as defined in Rule 13d-3 under the Exchange Act, of Common Shares as of March ~~15, 2021,~~31, 2023, by each person known to the Company to be the beneficial owner of more than 5% of the outstanding Common Shares, each director and nominee for director of the Company, each Named Executive Officer of the Company and all directors and executive officers of the Company as a group.

Except as otherwise noted below, the address for each person or entity listed in the table is c/o Benchmark Electronics, Inc., 56 South Rockford Drive, Tempe, Arizona ~~85281.~~85288.


Beneficial Owners	Common Shares Beneficially Owned (1)			Percentage of Outstanding Common Shares
Stephen J. Beaver		37,328			(2)
Jeffrey W. Benck		190,736			(2)
Douglas M. Britt		1,998	(4)		(2)
Michael D. Buseman		52,514			(2)
Robert B. Crawford		28,776			(2)
Ramesh Gopalakrishnan		9,558	(3)		(2)
Anne De Greef-Safft		25,088	(3)		(2)
Robert K. Gifford		38,435	(3)		(2)
Roop K. Lakkaraju		66,318			(2)
Kenneth T. Lamneck		55,726	(3)		(2)
Jeffrey S. McCreary		48,189	(3)		(2)
David W. Scheible		60,091	(3)		(2)
Lynn A. Wentworth		10,780	(3)		(2)
Directors and current executive officers as a group (14 persons)(11)		646,653	(5)		1.8%
BlackRock Inc.		6,456,891	(6)(7)		18.1%
55 East 52nd Street
New York, New York 10055
The Vanguard Group		4,081,607	(6)(8)		11.5%
100 Vanguard Blvd.
Malvern, Pennsylvania 19355
Franklin Mutual Advisers, LLC		3,081,520	(6)(9)		8.7%
101 John F. Kennedy Parkway
Short Hills, NJ 07078
Dimensional Fund Advisors LP		2,955,539	(6)(10)		8.3%
Building One
6300 Bee Cave Road
Austin, Texas 78746

Beneficial Owners

Common Shares
Beneficially
Owned ⁽¹⁾

Percentage of
Outstanding
Common Shares
Stephen J. Beaver

9,046

⁽²⁾
Jeffrey W. Benck

62,732
⁽³⁾

⁽²⁾
Michael D. Buseman

15,623

⁽²⁾
Bruce A. Carlson

23,046
⁽⁴⁾

⁽²⁾
Anne De Greef-Safft

9,795
⁽⁴⁾

⁽²⁾
Douglas G. Duncan

30,823
⁽⁴⁾

⁽²⁾
Robert K. Gifford

27,026
⁽⁴⁾

⁽²⁾
Jan M. Janick

24,307

⁽²⁾
Roop K. Lakkaraju

24,086

⁽²⁾
Kenneth T. Lamneck

44,317
⁽⁴⁾

⁽²⁾
Jeffrey S. McCreary

66,780
⁽⁴⁾

⁽²⁾
Merilee Raines

19,289
⁽⁴⁾

⁽²⁾
David W. Scheible

57,682
⁽⁴⁾

⁽²⁾
Directors and current executive officers as a group (17 persons)

493,030
⁽⁵⁾

1.4
%
BlackRock Inc.

5,809,802
⁽⁶⁾⁽⁷⁾

16.0
%
55 East 52nd Street

New York, New York 10055

The Vanguard Group

3,910,393
⁽⁶⁾⁽⁸⁾

10.8
%
100 Vanguard Blvd.

Malvern, Pennsylvania 19355

Dimensional Fund Advisors LP

2,907,643
⁽⁶⁾⁽⁹⁾

8.0
%
Building One

6300 Bee Cave Road

Austin, Texas 78746

(1)

Unless otherwise noted, each person identified possesses sole voting and dispositive power with respect to the shares listed, subject to community property laws.

(2)

Less than 1%.

(3)

Includes 6,209 shares to be acquired upon the vesting of RSUs within 60 days of March 31, 2023.

(4)

Includes 1,998 shares to be acquired upon the vesting of RSUs within 60 days of March 31, 2023.

(5)

Includes 45,461 shares to be acquired upon the vesting of RSUs within 60 days of March 31, 2023.

(6)

Based solely on information filed with the SEC.

(7)

According to a January 26, 2023 Schedule 13G/A filing: (i) BlackRock Inc. has sole power to vote or direct the vote of 6,362,735 shares and sole power to dispose or direct the disposition of 6,456,891 shares and (ii) holds such shares in its capacity as a parent holding company or control person.

(8)

According to a February 9, 2023, Schedule 13G/A filing: (i) The Vanguard Group has sole power to vote or direct the vote of 0 shares, shared power to vote or direct the vote of 26,120 shares, shared power to dispose or direct the disposition of 55,586 shares and sole power to dispose or direct the disposition of 4,026,021 shares and (ii) holds such shares in its capacity as investment advisor.

(9)

According to a January 30, 2023, Schedule 13G/A filing: (i) Franklin Mutual Advisers, LLC has sole power to vote or direct the vote 2,923,169 shares and sole power to dispose or direct the disposition of 3,081,520 shares and (ii) holds such shares in its capacity as investment advisor.

~~(1)~~

~~Unless otherwise noted, each person identified possesses sole voting and dispositive power with respect to the shares listed, subject to community property laws.~~

~~(2)~~

~~Less than 1%.~~

~~(3)~~

~~Includes 32,479 shares to be acquired upon the vesting of RSUs within 60 days of March 15, 2021.~~

~~(4)~~

~~Includes 7,883 shares to be acquired upon the vesting of RSUs within 60 days of March 15, 2021.~~

~~(5)~~

~~Includes 43,793 shares that may be acquired upon the exercise of options currently exercisable and 95,543 shares to be acquired upon the vesting of RSUs within 60 days of March 15, 2021.~~

~~(6)~~

~~Based solely on information filed with the SEC.~~

~~(7)~~

According to a January 25, 2021 Schedule 13G filing: (i) BlackRock Inc. has sole power to vote or direct the vote of 5,728,869 shares and sole power to dispose or direct the disposition of 5,809,802 shares and (ii) holds such shares in its capacity as a parent holding company or control person.

~~(8)~~

According to a February 10, 2021 Schedule 13G filing: (i) The Vanguard Group has sole power to vote or direct the vote of 0 shares, shared power to vote or direct the vote of 38,778 shares, shared power to dispose or direct the disposition of 67,948 shares and sole power to dispose or direct the disposition of 3,842,445 shares and (ii) holds such shares in its capacity as investor advisor.

~~(9)~~

According to a February 12, 2021 Schedule 13G filing: (i) Dimensional Fund Advisors LP has sole power to vote or direct the vote of 2,820,366 shares and sole power to dispose or direct the disposition of 2,907,643 shares and (ii) holds such shares in its capacity as investor advisor.

45 Benchmark.Benchmark Electronics, Inc. • ~~2021~~2023 Proxy Statement ~~Benchmark.~~39

COMMON SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

(10)

According to a February 10, 2023, Schedule 13G/A filing: (i) Dimensional Fund Advisors LP has sole power to vote or direct the vote of 2,909,662 shares and sole power to dispose or direct the disposition of 2,955,539 shares and (ii) holds such shares in its capacity as investment advisor.

(11)

Includes directors, nominees and current executive officers.

46Benchmark.Benchmark Electronics, Inc.•2023 Proxy Statement

PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee determined that the appointment of KPMG is in the best interest of the Company and its shareholders and has appointed KPMG as the independent public accounting firm of the Company for the year ending December 31, ~~2021.~~2023. Shareholders will be asked to ratify the appointment of KPMG at the Meeting. Ratification will require the affirmative vote of the holders of a majority of the outstanding Common Shares entitled to vote and present, in person or represented by proxy, at the Meeting. The current engagement partner began his services on the Company’s account in March 2020. Representatives of KPMG will be present at the Meeting, will be given an opportunity to make a statement if they desire to do so, and will be available to respond to appropriate questions.

✓

The Board of Directors recommends a vote FOR the proposal to ratify the appointment of the independent public accounting firm.

40 47 Benchmark.Benchmark Electronics, Inc.•~~2021~~2023 Proxy Statement

AUDIT COMMITTEE REPORT

~~Management~~Management is responsible for the Company’s financial reporting process, as well as the design and maintenance of systems of internal accounting and financial controls. The Audit Committee is responsible for providing independent, objective oversight of management’s conduct of the reporting process and the accounting and control systems. The committee operates under a written charter approved by the Board and met 1312 times during ~~2020.~~2022. The committee’s meetings are designed to facilitate and encourage communication between members of the committee and management, private communication between committee members and the Company’s internal auditors, and between committee members and the Company’s independent registered public accounting firm, KPMG. The committee has oversight of compliance with legal and regulatory requirements and ethical standards, and evaluates the qualifications and independence of the Company’s outside advisors. The Committee also receives quarterly cybersecurity updates from the Company’s Chief Information Officer.

The Audit Committee has sole authority for the selection and retention of the Company’s independent accountants. The independent accountants’ appointment is presented annually to shareholders for ratification. For ~~2020,~~2022, the committee determined that it would be in the best interest of the Company and shareholders to again appoint KPMG as the independent accountants. KPMG has served as our auditor since 1986. The independent accountants are responsible for auditing the Company’s consolidated financial statements in accordance with generally accepted auditing standards and issuing a report thereon. The committee’s responsibility is to monitor and oversee these processes.

In connection with these responsibilities, the Audit Committee met with management, our internal auditor and KPMG to review and discuss the ~~2020~~2022 audited financial statements and matters related to Section 404 of the Sarbanes-Oxley Act of 2002. The committee also discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the committee received written disclosures and the letter from KPMG required by ~~such rules~~applicable requirements of the PCAOB regarding ~~the independent accountants’~~KPMG’s communications with the committee concerning independence, and the committee reviewed and discussed with KPMG the firm’s independence.

Based upon the Audit Committee’s review of the audited consolidated financial statements and the foregoing reviews and discussions, the committee recommended that the Board include the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2022, filed with the SEC on ~~March 1, 2021.~~February 24, 2023.

Audit Committee Pre-Approval Policy

The Audit Committee has adopted a specific policy for pre-approval of services to be provided by the Company’s independent accountants. Under the policy, in addition to the annual audit engagement terms and fees, the committee pre-approves specific types of audit, audit-related, tax, and non-audit services to be performed by the independent accountants throughout the year, as well as fee ranges for each specific service, based on the committee’s determination that the provision of the services would not be likely to impair the accounting firm’s independence. Any proposed services exceeding pre-approved cost levels require specific pre-approval by the committee. The pre-approval is effective for 12 months from the date of pre-approval, unless the committee specifically approves the provision of such services for a different period. The policy permits the committee to delegate pre-approval authority to one or more of its members to ensure prompt handling of unexpected matters, with such delegated pre-approvals to be ratified by the committee at its next meeting. All fees and services described in the table below were pre-approved pursuant to the policy.

The following table presents fees for professional services provided by KPMG for ~~2020~~2022 and ~~2019,~~2021, 100% of which were pre-approved by the Audit Committee.


	2022		2021
Audit fees(1)	$	1,775,000	$	1,601,000
Audit-related fees(2)		10,000		12,000
Tax fees(3)		410,000		432,000
All other fees(4)		15,000		15,000
Total fees	$	2,210,000	$	2,060,000

2020

2019

Audit Fees⁽¹⁾

$
1,586,000

$
1,842,318

Audit-Related Fees⁽²⁾

12,000

19,480

Tax Fees⁽³⁾

780,000

473,948

All Other Fees⁽⁴⁾

—

—

Total Fees

$
2,378,000

$
2,335,746

(1)

Includes fees billed for professional services rendered by KPMG for the audit of our annual financial statements for the years ended December 31, 2022 and 2021, the reviews of the condensed financial statements included in our quarterly reports on Form 10-Q in 2022 and 2021, the audit of the Company’s effectiveness of internal control over financial reporting, statutory audits required internationally, and services rendered by KPMG related to regulatory filings with the SEC. The percentage of fees in this category that were approved by the Audit Committee under the de minimis exception was less than 3% of the total fees for 2022.

(2)

Includes fees billed for professional services rendered by KPMG for certain compliance-related services.

(3)

Includes fees billed for professional services rendered by KPMG in connection with domestic and international income tax planning, compliance, and tax audits.

(4)

Includes fees billed by KPMG for the use of an executive education learning platform and courses.

~~(1)~~

Includes fees billed for professional services rendered by KPMG for the audit of our annual financial statements for the years ended December 31, 2020 and 2019, the reviews of the condensed financial statements included in our quarterly reports on Form 10-Q in 2020 and 2019, the audit of the Company’s effectiveness of internal control over financial reporting, statutory audits required internationally, and services rendered by KPMG related to regulatory filings with the SEC.

~~(2)~~

~~Includes fees billed for professional services rendered by KPMG for contracted procedures.~~

~~(3)~~

~~Includes fees billed for professional services rendered by KPMG for domestic and international income tax planning, compliance, and tax work related to foreign entity statutory audits.~~

~~(4)~~

~~There were no other fees billed by KPMG for other professional services.~~

48 Benchmark.Benchmark Electronics, Inc. • ~~2021~~2023 Proxy Statement ~~Benchmark.~~41

AUDIT COMMITTEE REPORT

The Audit Committee has considered whether the services provided by KPMG as they related to other non-audit services are compatible with maintaining the firm’s independence. The committee has determined that provision of those services is compatible with maintaining the independence of KPMG as the Company’s registered public accounting firm.

Respectfully submitted,

Audit Committee

Lynn A. Wentworth, Chair

Douglas M. Britt

Ramesh Gopalakrishnan

Kenneth T. Lamneck ~~Chair~~

~~Bruce A. Carlson~~

~~Douglas G. Duncan~~

~~Merilee Raines~~

42 49Benchmark.Benchmark Electronics, Inc.•~~2021~~2023 Proxy Statement

PROPOSAL 4 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

The Board is seeking shareholders’ preference as to the frequency of future shareholder advisory votes on the compensation of the Company’s Named Executive Officers (the “Say-on-Pay” vote described above in Proposal 2.) The Company is required under the Exchange Act to include a Say-on-Pay vote in proxy statements for its annual meetings at least once every three years, and also to conduct advisory votes at least every six years as to how often such Say-on-Pay votes are conducted. The Board is asking whether the Say-on-Pay vote should occur every year, every two years or every three years.

The Board believes that an annual Say-on-Pay vote is the most appropriate interval. In formulating its recommendation, the Board considered that annual Say-on-Pay votes allow shareholders to provide direct input on the Company’s compensation philosophy, policies and practices as disclosed in the Proxy Statement every year and are the most useful to inform the Board of shareholders’ views. Accordingly, the Board recommends that Say-on-Pay votes be conducted annually.

Section 14A of the Exchange Act requires that the next advisory vote on the frequency of future Say-on-Pay votes be held no later than the 2029 annual meeting.

The option of one year, two years or three years that receives the highest number of votes cast by shareholders will guide the Board as to the frequency for the Company’s future Say-on-Pay votes. This “say-on-frequency” vote is advisory only and not binding on the Company or the Board. However, the Board expects to take into account the outcome of this vote when considering how frequently to conduct a “Say-on-Pay” vote in the future.

Recommendation

✓

The Board recommends that shareholders vote for the option of every 1 YEAR as the preferred frequency with which shareholders will be provided future advisory votes on the compensation of our Named Executive Officers.

50 Benchmark.Benchmark Electronics, Inc. • 2023 Proxy Statement

EXPENSES OF SOLICITATION

The cost of soliciting proxies on behalf of the Board will be borne by the Company. The Company has retained Mediant to assist with the solicitation of proxies for an estimated fee of $15,000 plus reimbursement for expenses. Proxies may be solicited in person or by mail, telephone or electronic transmission on our behalf by our directors, officers or employees, and no additional compensation will be paid to such individuals. The Company will also request brokers and nominees to forward soliciting materials to the beneficial owners of the Common Shares held of record by such persons and will reimburse them for their reasonable forwarding expenses.

DATE OF SUBMISSION OF SHAREHOLDER

PROPOSALS AND DIRECTOR NOMINATIONS

In order for proposals submitted by the shareholders of the Company pursuant to Rule 14a-8 of the General Rules and Regulations under the Exchange Act to be included in the Company’s Proxy Statement and form of proxy relating to the ~~2022~~2023 annual meeting of shareholders, such proposals must be received at the Company’s principal executive offices no later than December ~~2, 2021.~~9, 2023. A shareholder choosing not to use the procedures established in Rule 14a-8 but wishing to submit a proposal at the Company’s ~~2022~~2023 annual meeting of shareholders must deliver written notice of the proposal at the Company’s principal executive offices no later than ~~January 30, 2022,~~February 7, 2024, pursuant to Article 2, Section 12 of the Bylaws.

The Bylaws provide that shareholders who wish to nominate qualified candidates for election to the Board at the Company’s ~~2022~~2024 annual meeting of shareholders must deliver written notice of the nomination at the Company’s principal executive offices no later than ~~January 31, 2022,~~February 7, 2024, pursuant to Article 2, Section 12 of the Bylaws and in accordance with the requirements set forth in Article 3, Section 8 of the Bylaws.

In addition to satisfying the deadline in the advance notice provisions of the Bylaws, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide the Company notice that sets forth the information required by Rule 14a-19 under the Exchange Act postmarked to the Company at its corporate headquarters, or transmitted electronically at investor.relations@bench.com, no later than March 18, 2024 to comply with the SEC’s universal proxy rules.

Please refer to the advance notice provisions of the Bylaws for additional information and requirements regarding shareholder nominations or other shareholder proposals. The Company will not consider any proposal or nomination that is not timely or otherwise does not meet the Bylaws and SEC requirements for submitting a proposal or nomination. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements.

51 Benchmark.Benchmark Electronics, Inc. • ~~2021~~2023 Proxy Statement ~~Benchmark.~~43

The Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~,2022, including all exhibits, has been filed with the SEC. Upon payment of the Company’s reasonable expenses, the Company will furnish a copy of any exhibit to the Form 10-K to any shareholder who makes a written request therefore to Investor Relations, Benchmark Electronics, Inc., 56 South Rockford Drive, Tempe, Arizona ~~85281.~~85288. The Annual Report on Form 10-K is also available on our website at www.bench.com

OTHER MATTERS

The Board does not intend to bring any other matter before the Meeting and has not been informed that any other matter is to be presented by others. If any other matter properly comes before the Meeting, the proxies will be voted in accordance with the discretion of the person or persons voting the proxies.

You are cordially invited to attend the Meeting. Your vote is very important no matter how many shares you own. You are urged to read this Proxy Statement carefully and, whether or not you plan to attend the Meeting, to promptly submit a proxy: (a) by telephone or the Internet following the instructions in the Notice or the proxy card or (b) by signing, dating and returning the proxy card. A prompt response will be greatly appreciated.*

By order of the Board of Directors,

/s/ Stephen J. Beaver

Stephen J. Beaver

Secretary

We are actively monitoring the federal, state and local public health guidelines relating to COVID-19. In the event it is not possible or advisable to hold our annual meeting as currently planned, we will announce any additional or alternative arrangements for the meeting, which may include a change of venue or holding the meeting solely by means of remote communication. Please monitor our website at www.bench.com under “Investors,” as well as our filings with the SEC, for updated information. If you are planning to attend our meeting, please check our website the week of the meeting. As always, we encourage you to vote your shares prior to the annual meeting.

44 52Benchmark.Benchmark Electronics, Inc.•~~2021~~2023 Proxy Statement

BenchmarkÒ Corporate Headquarters Benchmark Electronics, Inc. 56 S Rockford Dr Tempe, AZ 85281 USA 833-BENCH-00 (833.236.2400) ~~Info@bench.com~~info@bench.com www.bench.com Benchmark Sustainability Report 2021 Download our 2021 Sustainability Report at www.bench.com/sustainability Benchmark 2022 Notice of Annual Meeting and Proxy Statement

~~Benckmark P.O. BOX 8016, CARY, NC 27512-9903~~ YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: INTERNET Go To: www.proxypush.com/BHE Cast your vote online. Have your Proxy Card ready. Follow the simple instructions to record your vote. PHONE Call 1‐866‐206‐5293 Use any touch‐tone telephone, 24 hours a day, 7 days a week. Have your Proxy Card ready. Follow the simple recorded instructions. MAIL Mark, sign and date your Proxy Card. Fold and return your Proxy Card in the postage‐paid envelope provided. CONTROL NUMBER Please fold here Do not separate Benchmark Electronics, Inc. Annual Meeting of ~~Shareholders~~Stockholders For ~~Shareholders~~Stockholders of record as of March ~~15, 2021~~31, 2022 TIME: Wednesday, May ~~12, 2021 08:~~25, 2022 8:00 AM, Local Time PLACE: 56 South Rockford Drive Tempe, ~~Arizona~~AZ 85281 This proxy is being solicited on behalf of the Board of Directors The undersigned hereby appoints Jeffrey W. Benck, Stephen J. Beaver, Roop K. Lakkaraju (the "Named Proxies"), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Benchmark Electronics, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof. You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card. PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE

~~Benchmark Electronics, Inc. Annual Meeting of Shareholders Please make~~ P.O. BOX 8016, CARY, NC 27512-9903 INTERNET Go To: www.proxypush.com/BHE • Cast your ~~marks like this: Use dark black pencil or pen only THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3. PROPOSAL YOUR VOTE 1. Election of Directors BOARD OF DIRECTORS RECOMMENDS To~~ vote for all directors mark here: 1.01 David W. Scheible FOR WITHHOLD FOR 1.02 Bruce A. Carlson FOR 1.03 Anne De Greef-Safft FOR 1.04 Douglas G. Duncan FOR 1.05 Robert K. Gifford FOR 1.06 Kenneth T. Lamneck FOR 1.07 Jeffrey S. McCreary FOR 1.08 Merilee Raines FOR 1.09 Jeffrey W. Benck FOR 2. To provide an advisory vote ononline • Have your Proxy Card ready • Follow the compensation of the Company’s named executive officers. FOR 3. Ratify the appointment of KPMG LLP as independent registered public accounting firm. FOR FOR AGAINST ABSTAIN 4. Such other business as may properly come before the meeting or any adjournment thereof. Check here if you would like to attend the meeting in person. Authorized Signatures ‐ Must be completed for yoursimple instructions to ~~be executed. Please~~record your vote PHONE Call 1-866-206-5293 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions MAIL • Mark, sign ~~exactly as~~and date your ~~name(s) appears on~~Proxy Card • Fold and return your ~~account. If held~~Proxy Card in ~~joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should~~the postage-paid envelope provide ~~full name of corporation and title of authorized officer signing the Proxy. Signature (and Title if applicable) Date Signature (if held jointly) Date~~


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☐		Definitive Additional Materials

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INTRODUCTION			1

PROPOSAL 1 — ELECTION OF DIRECTORS			34

COMPENSATION DISCUSSION AND ANALYSIS			2022

Philosophy and Objectives			2124

Role of Human Capital and Compensation Committee			2224

Role of Management			2225

~~Evaluation~~Role of ~~Say-on-Pay Advisory Vote~~Independent Compensation Consultant			2325

Competitive Market Review			2325

Timing of Compensation Decisions			2326

~~2020~~2022 Compensation			2426

Base Salary Compensation			2426

Annual Short-Term Incentive Compensation			2426

Long-Term Equity-Based Incentive Program			2527

~~Deferred~~Other Compensation ~~Benefits~~Practices, Polices and Guidelines			2629

~~Retirement Benefits~~Share Ownership Guidelines			2629

~~Perquisites and Personal Benefits~~			26

~~Other Matters~~			26

~~Share Ownership Guidelines~~			26

~~Analysis of Compensation Risk~~			27

~~Certain Tax Considerations~~			27

Hedging, Short Sales and Pledging Policies			2730

~~COMPENSATION COMMITTEE REPORT~~Deferred Compensation Benefits			2830

Retirement Benefits			30

Perquisites and Personal Benefits			30

Analysis of Compensation Risk			30

Certain Tax Considerations			31


HUMAN CAPITAL AND COMPENSATION COMMITTEE REPORT			32

COMPENSATION TABLES AND NARRATIVES			2933

PROPOSAL 2 — ADVISORY VOTE ON COMPENSATION OF THE COMPANY’S ~~NAMES~~NAMED EXECUTIVE OFFICERS			3844

COMMON SHARE OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			3945

PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			4047

AUDIT COMMITTEE REPORT			4148

~~EXPENSES~~PROPOSAL 4 — ADVISORY VOTE ON THE FREQUENCY OF ~~SOLICITATION~~FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS			4350

EXPENSES OF SOLICITATION			51

DATE OF SUBMISSION OF SHAREHOLDER PROPOSALS AND DIRECTOR NOMINATIONS			4351
FORM 10-K			4452

OTHER MATTERS			4452


Proposal 1: Election of Directors	Each of the nine nominees for director will be elected by the affirmative vote of the holders of a majority of the outstanding Common Shares entitled to vote and present, in person or represented by proxy, at the Meeting. An abstention with respect to the election of a particular director nominee will have the effect of a vote against the election of that director nominee. Broker non-votes will have no effect on the outcome of the proposal.
Proposal 2: Say-on-Pay Advisory Vote	The proposal requires the approval of the affirmative vote of the holders of a majority of the outstanding Common Shares entitled to vote and present, in person or represented by proxy, at the Meeting. An abstention will have the effect of a vote against the proposal. Broker non-votes will have no effect on the outcome of the proposal.
Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm	The proposal requires the approval of the affirmative vote of the holders of a majority of the outstanding Common Shares entitled to vote and present, in person or represented by proxy, at the Meeting. An abstention will have the effect of a vote against the proposal. No broker non-votes are expected in connection with the proposal.


Proposal 4: Say-on-Frequency Advisory Vote	The option of one year, two years or three years that receives the highest number of votes will be considered the preferred frequency selected by our shareholders for future Say-on-Pay votes. Abstentions and broker non-votes will have no effect on the outcome of the proposal.



Name	Age	Principal Occupation	Director Since

David W. Scheible	66	Board Chair of the Company and Current Operating Advisor to the funds of Clayton, Dubilier & Rice	2011
Douglas M. Britt	58	President and Chief Executive Officer of Boyd Corporation	2023
Anne De Greef-Safft	60	Advisor to Private Equity Firms and their Portfolio Companies through ADS Consulting	2019
Robert K. Gifford	65	Retired President and Chief Operating Officer of BeachBody LLC	2016
Ramesh Gopalakrishnan	55	President and Chief Operating Officer of Wind, TPI Composites, Inc.	2021
Kenneth T. Lamneck	68	Retired President and Chief Executive Officer of Insight Enterprises, Inc.	2013
Jeffrey S. McCreary	66	Retired Interim President and Chief Executive Officer of Isola Group	2016
Lynn A. Wentworth	64	Retired Chief Financial Officer and Treasurer of BlueLinx Holdings, Inc.	2021
Jeffrey W. Benck	57	President and Chief Executive Officer of the Company	2019


Board Qualifications, Attributes, Skills & Experience
Public Company Board Experience as an Independent Director (7/9) (other than BHE)
Public Company CEO Experience (3/9) Significant experience as a CEO at a publicly-traded company
Public Company COO and/or Division President (8/9) Significant experience as a COO at a publicly-traded company, or of a major division of a publicly-traded company
Public Company Financial & Accounting Experience (6/9) Financial and/or accounting skills as well as experience preparing, auditing, analyzing or evaluating public company financial statements and an understanding of public company internal controls and procedures for financial reporting.
Global Business Experience (9/9) Experience operating in a multi-national organization with P&L responsibility involving revenue and resources outside the U.S.
Technology Manufacturing Background (8/9) Management experience or background in technology manufacturing, including as an engineer, at a well-recognized organization or adjacent industry.
Enterprise Risk Management (9/9) Experience leading, developing or conducting enterprise risk assessments for multi-national companies, including the evaluation of mitigation strategies for key enterprise risks.
Sales/Marketing (6/9) Experience leading and developing strategy for sales, marketing and go-to-market teams at a company positioned in one of the Company’s market sectors
Cybersecurity (4/9) Experience with leading, developing, or evaluating cybersecurity practices in a multi-national organization
Human Capital Development & Compensation Experience (9/9) Experience in human capital and cultural development programs, including (but not limited to) diversity, equity and inclusion (DEI) programs, talent acquisition, succession planning and the design of short and long-term compensation and reward programs
Environmental, Social & Governance (ESG) (3/9) Experience with the development of corporate strategy and policy initiatives relating to ESG
Mergers & Acquisitions (8/9) Significant experience leading, analyzing or evaluating merger and acquisition transactions and/or opportunities
Supply Chain Management Experience (7/9) Management or other significant experience in supply chain management
Nominee Gender
Male
Female
Non-Binary
Prefer not to Disclose
Nominee Race / Ethnicity
African American
Asian/Pacific Islander
White/Caucasian
Hispanic/Latino
Native American
Born outside of the United States

He has deep electronic manufacturing services industry experience, having held executive leadership positions at several companies in the electronic manufacturing services and supply chain ecosystem.
~~Qualifications~~			Mr. Carlson brings industry specific expertise within the aerospace and defense sector, and through his service as Commander and Joint Staff Director, provides experience in executive management, logistics and leadership of large organizations.


	RAMESH GOPALAKRISHNAN Age: 55 Director Since: 2021 Committees: • Audit		KENNETH T. LAMNECK Age: 68 Director Since: 2013 Committees: • Audit • Nominating, Sustainability and Governance (Chair)
Biographical Information		Biographical Information
Ramesh Gopalakrishnan has been a director of the Company since October 2021 and is a member of the Board’s Audit Committee. Mr. Gopalakrishnan is currently the President and Chief Operating Officer, Wind of TPI Composites, Inc. (NASDAQ: TPIC), a global manufacturer of utility-scale wind turbine blades. From May 2019 until December 2021, Mr. Gopalakrishnan was the Chief Operating Officer of Wind Operations. Prior to joining TPI Composites, Inc., Mr. Gopalakrishnan was with Senvion GmbH, where he served as the Executive Vice President of Manufacturing from May 2015 to August 2016 and Senior Vice President, Global Blades, from February 2013 to April 2015. Mr. Gopalakrishnan also served as the Chief Operating Officer of Suzlon Energy Composites from February 2011 to January 2013. Prior to joining Suzlon Energy Composites, Mr. Gopalakrishnan held leadership roles in supply chain and strategy from 2006-2010 at Halliburton (NYSE: HAL). Before his time at Halliburton, Mr. Gopalakrishnan held several leadership roles in operations, engineering, and advanced technology from 1996 to 2006 at General Electric (NYSE: GE) and Siemens (FRA: SIE) from 1993-1996. He holds a Bachelor of Science in mechanical engineering from the Indian Institute of Technology Bombay, and a Master of Science and a doctorate in mechanical engineering from State University of New York at Stony Brook.		Kenneth T. Lamneck has been a director of the Company since 2013, chairs the Board's Nominating, Sustainability and Governance Committee and is a member of the Audit Committee. From 2010 to 2022, he served as the President, Chief Executive Officer, and a Director of Insight Enterprises, Inc. (NASDAQ: NSIT), a global provider of information technology hardware, software and service solutions to businesses and public sector clients in over 190 countries. From 2004 to 2009, he was President, the Americas, at Tech Data Corporation, a wholesale distributor of technology products, where he led operations in the United States, Canada and Latin America. From 1996 to 2003, he held various executive management positions at Arrow Electronics, including President of Arrow/Richey Electronics and President of Arrow’s Industrial Computer Products business. Following five years of service in the United States Army, he began his civilian career at IBM as an engineer. Mr. Lamneck serves on the board of directors of Fidelity National Information Services(NYSE: FIS) and is a member of its Compensation and Audit Committees. Mr. Lamneck received an MBA from the University of Texas at El Paso and a Bachelor of Science from the United States Military Academy at West Point.

		Qualifications Mr. Lamneck’s wide-ranging industry experience spanning over 30 years, both as a chief executive officer of a global technology provider and in other leadership roles at multiple global hardware, software and services companies, enables him to bring to the Board a strong international operations background and a depth of understanding into the operation and management of companies in the technology industry.



Qualifications Mr. Gopalakrishnan brings to the Board strong global operational and strategy expertise, derived from executive leadership positions at several multi-national companies around the world. His deep manufacturing and technology experience, as well as his diverse perspectives and thought leadership, further support Benchmark's strategic growth objectives.

Biographical Information
Jeffrey W. Benck has been President, Chief Executive Officer and a director of the Company since March 2019. He currently serves on the board of UNS Energy Corporation, the parent company of Tucson Electric Power and Unisource Energy Services, and is a member of the Environmental Safety and Security Committee. Prior to joining the Company, Mr. Benck served as President, Chief Executive Officer and Director of Lantronix (Nasdaq: LTRX), a global provider of hardware and software solutions for the Internet-of-Things (IoT) and Out-of-Band Management (OOBM) from December 2015 to February 2019. He spent two years as an Independent Board Director for Netlist Corporation, a leading provider of high-performance modular memory subsystems. Prior to joining Lantronix, Mr. Benck served as President and Chief Executive Officer of Emulex Corporation (NYSE: ELX), a global supplier of advanced networking, monitoring and management solutions from July 2013 until Emulex was acquired by Avago Technologies in May 2015. He joined Emulex in May 2008 as Executive Vice President and Chief Operating Officer and was subsequently appointed to President and Chief Operating Officer in August 2010. Prior to joining Emulex, Mr. Benck was President and Chief Operating Officer of QLogic Corporation, a supplier of storage networking solutions. Earlier, he spent 18 years at IBM Corporation where he held a variety of executive leadership roles, including serving as Vice President of xSeries, BladeCenter and Retail Store Solutions development. He is also a distinguished inventor in the computer systems field and holds six U.S. patents. Mr. Benck holds a Master of Science degree in management of technology from University of Miami and a Bachelor of Science degree in mechanical engineering from Rochester Institute of Technology.

Qualifications Mr. Benck’s broad industry experience over more than 25 years, both as a Chief Executive Officer and Director of multiple technology companies as well as other senior leadership roles in Engineering, Marketing, and Program Management at several global hardware, software and services companies enables him to provide insights to the ~~board~~Board from a deep understanding of operations and management of companies in the technology industry. Further, his experience as a former OEM customer of both Benchmark and our competitors also provides a unique perspective to the board.


		Our commitment to ESG and these tenets is both a strategic and operational imperative as we build a sustainable infrastructure across the Company. Our four tenets arose from a priority-based approach to ESG disclosure, in line with best practices. In the spring of 2022, Benchmark completed its second assessment of ESG priorities – examining a range of key stakeholders, including investors, customers, employees, and ESG rating organizations and by studying industry peers. Our analysis of ESG topics included each of the Global Reporting Initiative (GRI) Standards, the Task Force on Climate-Related Financial Disclosures (TCFD), the 17 United Nations Sustainable Development Goals (SDGs), as well as the Sustainability Accounting Standards Board (SASB) Electronic Manufacturing Services & Original Design Manufacturing Sustainability Accounting Standard.
		ESG OVERSIGHT The Nominating, Sustainability and Governance Committee has direct oversight over the Company’s ESG policies and programs, including reviewing and evaluating the Company’s ESG plans and practices. Similarly, Benchmark’s ESG/Sustainability Council includes cross-functional leadership from Finance, Operations, Human Resources, Facilities, Supply Chain, Marketing and Investor Communications, Regulatory Compliance, and Legal. Building on the SASB Fact Sheet and our inaugural Sustainability Report released in 2021 and 2022, respectively, our ESG/Sustainability Council has continued to expand our program, and on February 27, 2023, we published our second Sustainability Report that includes Scope 1 and 2 Greenhouse Gas (GHG) emission data, explicit GHG targets, as well as waste metrics and energy consumption spanning a three-year period. The Company also updated the content of its sustainability webpage at www.bench.com/sustainability. We believe our ESG program achieves symmetry with the Company’s vision to positively impact lives by solving complex challenges with our customers, creating innovative products that no one imagined were possible. To this end, the Board is committed to overseeing Benchmark’s integration of ESG principles throughout the enterprise and in our approach to governance.
		ENVIRONMENTAL RESPONSIBILITY We are committed to responsible environmental practices that include conservation of natural resources, pollution prevention and reduction of waste. We also strive to continually improve our operations and promote the health and safety of our workforce in compliance with all company, local, and federal standards. Our environmental strategy is based on mitigation and prevention. Specifically, we are minimizing our environmental impact through reducing the waste we send to landfills, purchasing environmentally responsible products, and proactively preventing needless internal waste. Our material sourcing strategy focuses on enhancing our ability to rapidly respond to changes in our customers’ requirements. We achieve this by effectively managing changes in our supply chain utilizing web-based interfaces and real-time supply chain management software products that allow us to scale operations to meet our customers’ increasingly environmentally conscious needs.


	•	~~Recycling –~~ Benchmark’s efforts in this area include reusing and recycling materials, purchasing recycled materials when feasible, utilizing recycling collection bins for batteries, aluminum, plastic, and paper in our offices, and recycling toner cartridges, and computer hardware.

	•	~~Use of Resources –~~ ~~Where feasible and appropriate, Benchmark allows and encourages telecommuting through the utilization of web conferencing and teleconferencing technologies.~~

~~In addition, we are continuing to incorporate the following at our facilities where feasible:~~

•	Occupancy sensors, which reduce electrical needs when areas are unoccupied;	•	~~Water refill stations, which reduce plastic waste; and~~

•	High efficiency water systems and hands-free faucets and toilets, which limit water usage;	•	Water refill stations, which reduce plastic waste; and • Environmentally friendly air filtration systems.


TENURE (number of years)		~~SKILLS AND QUALIFICATIONS~~


	For more information on our ESG program or to read our 2022 Sustainability Report featuring Scope 1 and Scope 2 GHG emissions, please visit our website www.bench.com/sustainability





	•	~~Benchmark has partnered with and supported several organizations including Make-A-Wish Foundation, Boys and Girls Club, and Arizona food banks among others.~~

	•	Through our ONE Benchmark Foundation, which is funded by employee and company donations, we distributed over $320,000 in seven countries to charities and employees in need. For more information, please see our ONE Benchmark Foundation web page: ~~https://www.bench.com/one-benchmark-foundation~~.GOVERNANCE
	~~GOVERNANCE~~ Benchmark is committed to achieving excellence in ~~corporate~~our governance practices ~~and works closely with~~to establish a strong foundation for the ~~Board~~long-term success of ~~Directors and its Committees to continually review and improve our policies. Our emphasis on~~the Company. We emphasize a culture of accountability and conduct our business in a manner that is ~~foundational~~fair, ethical, and ~~our team ethically manages our operations for~~responsible to earn the ~~long-term benefit~~trust of our ~~stakeholders.~~stakeholders, including customers, employees, investors, partners, and regulators. We also maintain robust risk management programs to ensure compliance with applicable laws and regulations governing ethical business practices. We believe that good corporate governance provides a strong foundation for ESG and is essential to the long-term success of the Company. Our Board of Directors sets the tone for our company and has implemented strong governance practices, including independent directors and a strong commitment to diversity, equity and inclusion. Our Board ~~represents a balance~~ of ~~longer-tenured members with in-depth knowledge~~Directors includes three standing committees: the Audit Committee, the Human Capital and Compensation Committee, and the Nominating, Sustainability and Governance Committee. The membership of ~~our business and newer members who bring a fresh perspective.~~these standing committees is also comprised entirely of independent directors. The Board is also focused on and devotes substantial attention to matters of corporate responsibility and ESG, with direct oversight and sponsorship by the ~~Nominating/~~Nominating, Sustainability and Governance Committee. The ~~Nominating/~~Nominating, Sustainability and Governance Committee oversees our governance practices including:



	•	Commitment to conducting its business in a manner that is fair, ethical, and responsible and compliant with all applicable laws and regulations.


��	•	Regular review and, as appropriate, the updating of key policy documents in light of current regulations and best practices.


	•	Ensuring the importance of considering potential director candidate’s diversity, including race, age, gender, and ethnic diversity, among other factors.


	•	~~Ensuring~~ The Nominating, Sustainability and Governance and Human Capital and Compensation Committees also ensure that management fulfills its ultimate responsibility to help create and foster the best possible work environment for everyone in the organization. To this end, we implemented a “Speak Up!” campaign designed to promote a positive and ethical organizational culture. We believe that each team member, regardless of position, shares in this responsibility, and we encourage all of them to “Speak Up!” with questions or concerns about actual or potential ethical issues, questions about company policies, suggestions about how we can make our organization better and to address any other concerns.


	•	To facilitate open and honest communication, we have a user-friendly web portal and Helpline for the reporting of concerns. These tools include local phone numbers and language support in over 150 native languages.



Director	Audit		Human Capital and Compensation	Nominating, Sustainability and Governance
David W. Scheible
Douglas M. Britt
Anne De Greef-Safft
Robert K. Gifford			Chair
Ramesh Gopalakrishnan
Kenneth T. Lamneck(1)				Chair
Jeffrey S. McCreary
Lynn A. Wentworth(2)		Chair
Meetings held:		12	4	4


Director	Audit		Compensation	Nominating/Governance
David W. Scheible
Bruce A. Carlson
Anne De Greef-Safft			��
Douglas G. Duncan				Chair
Robert K. Gifford			Chair
Kenneth T. Lamneck		Chair
Jeffrey S. McCreary
Merilee Raines
Meetings held:		13	4	4

~~TABLE OF CONTENTS~~The discussion below includes a review of our compensation
decisions with respect to 2022 for our “Named Executive Officers,” which under SEC guidelines includes our principal executive officer, our principal financial officer, and our three other most highly compensated executive officers. Our Named Executive Officers for 2022 were:				TABLE OF CONTENTS

			Compensation Discussion and Analysis		2022
				Philosophy and Objectives		24
	~~How Executive Pay Supports our Business Strategy~~Role of Human Capital and Compensation Committee		2124
				Role of Management		25
				~~Philosophy and Objectives~~Role of Independent Compensation Consultant		2125
Jeffrey W. Benck				Competitive Market Review		25
~~Role of Compensation Committee~~President, Chief Executive Officer (CEO)				22

~~Role of Management~~		22

~~Evaluation of Say-on-Pay Advisory Vote~~		23

~~Competitive Market Review~~		23

Timing of Compensation Decisions		2326
Roop K. Lakkaraju				2022 Executive Compensation Program in Detail		23
Executive Vice President, Chief Financial Officer (CFO)				~~2020 Compensation~~Base Salary		2426
Michael D. Buseman*				Annual Incentives Compensation		26
Executive Vice President, Chief Operating Officer				~~Base Salary Compensation~~Long-Term Equity-Based Incentive Program		2427
Stephen J. Beaver				Other Compensation Practices, Polices and Guidelines		29
Senior Vice President, General Counsel and Chief Legal				~~Annual Short-Term Incentive Compensation~~Share Ownership Guidelines		2429
Officer, Corporate Secretary
~~Long-Term Incentive Compensation~~		25

~~Deferred Compensation Benefits~~		26

~~Retirement Benefits~~		26

~~Perquisites and Personal Benefits~~		26

~~Other Matters~~		26

~~Share Ownership Guidelines~~		26

~~Analysis of Compensation Risk~~		27

~~Certain Tax Considerations~~		27

Hedging, Short Sales and Pledging Policies		2730
Robert B. Crawford				Deferred Compensation Benefits		30
Senior Vice President, Chief Revenue Officer				Retirement Benefits		30
				Perquisites and Personal Benefits		30
				Analysis of Compensation Risk		30
				Certain Tax Considerations		31


What We Do		What We Don’t Do
	Emphasize variable pay over fixed pay, with a significant portion tied to our financial results		No tax gross ups other than for qualified relocation expenses
	Maintain stock ownership guidelines		No repricing or exchange of underwater options without shareholder approval
	Maintain anti-hedging and anti-pledging policies		No option or stock appreciation rights granted below fair market value
	Provide for “double-trigger” equity award vesting and severance benefits upon a change in control		No supplemental executive retirement plans
	Use an independent compensation consultant		No significant perquisites


•~~AVX Corporation~~Belden, Inc. •Celestica Inc. •Curtiss-Wright Corporation • Fabrinet	•Littlefuse, Inc.	• ~~Itron,~~Methode Electronics, Inc. •~~KEMET Corporation~~ • OSI Systems, Inc. •Plexus Corp.
•~~Fabrinet~~II-VI Incorporated		•~~Plexus Corp.~~Sanmina Corporation
•~~FLIR Systems,~~Insight Enterprises, Inc.	•ScanSource, Inc.


•Itron, Inc	•~~Sanmina Corporation~~TTM Technologies, Inc.
•~~II-VI Incorporated~~Kimball Electronics, Inc.		• ~~ScanSource, Inc.~~
• ~~Insight Enterprises, Inc.~~		• ~~TTM Technologies, Inc.~~


PHOENIXHARBOUR
Named Executive		2021 Base Salary			2022 Base Salary		Percentage Increase Compared to 2021
Jeffrey W. Benck	$		927,000	$		950,000		2.5	%
Roop K. Lakkaraju	$		484,100	$		508,305		5.0	%
Michael D. Buseman	$		463,500	$		477,405		3.0	%
Stephen J. Beaver	$		386,900	$		425,590		10.0	%
Robert B. Crawford	$		346,500	$		363,825		5.0	%



	Potential 2020 Incentive Payments as a Percentage of Salary Related to Achievement of Performance Goals									Potential 2022 Incentive Payments as a Percentage of Salary Related to Achievement of Performance Goals


Named Executive	Threshold			Target			Maximum			Threshold			Target			Maximum

Jeffrey W. Benck		57.5	%		115.0	%		230.0	%		62.5	%		125.0	%		250.0	%
Roop K. Lakkaraju		37.5	%		75.0	%		150.0	%		40.0	%		80.0	%		160.0	%
Michael D. Buseman		37.5	%		75.0	%		150.0	%		37.5	%		75.0	%		150.0	%
Stephen J. Beaver		25.0	%		50.0	%		100.0	%		32.5	%		65.0	%		130.0	%
Jan M. Janick		25.0	%		50.0	%		100.0	%
Robert B. Crawford											30.0	%		60.0	%		120.0	%



		Corporate Performance Goals

Objective Level		Revenue		Adjusted Operating Income	Cash Conversion Cycle(1)

Threshold	$	2.255 billion	$	69.0 million		72 days
Target	$	2.447 billion	$	93.0 million		68 days
Maximum	$	2.642 billion	$	106.0 million		64 days
Actual	$	2.618 billion(2)	$	103.0 million		77 days
Achievement to Target		187.40%		177.90%		0.00%



		~~Corporate Performance Goals~~

~~Objective Level~~		~~Revenue~~		~~Adjusted~~ ~~Operating~~ ~~Income~~⁽¹⁾	~~Cash~~ ~~Conversion~~ ~~Cycle~~⁽²⁾

~~Threshold~~	$	~~2.124 billion~~	$	~~65.0 million~~		~~82 days~~
~~Target~~	$	~~2.360 billion~~	$	~~82.9 million~~		~~80 days~~
~~Maximum~~	$	~~2.595 billion~~	$	~~99.2 million~~		~~75 days~~
~~Actual~~	$	~~2.217 billion~~⁽³⁾	$	~~51.1 million~~		~~79 days~~



	Amount of Cash Incentive Earned		% of Earned Base Salary
Jeffrey W. Benck	$	1,832,925		194.4	%	(1)
Roop K. Lakkaraju	$	623,107		124.4	%	(2)
Michael D. Buseman	$	533,545		112.8	%	(3)
Stephen J. Beaver	$	418,159		101.1	%	(4)
Robert B. Crawford	$	334,497		93.3	%	(5)


	Amount of Cash Incentive Earned		% of Earned Salary
Jeffrey W. Benck	$	447,860		56.8	%	⁽¹⁾
Roop K. Lakkaraju	$	162,749		37.1	%	⁽²⁾
Michael D. Buseman	$	152,261		37.1	%	⁽²⁾
Stephen J. Beaver	$	82,360		24.7	%	⁽³⁾
Jan M. Janick	$	80,797		24.7	%	⁽³⁾



	2022 PSUs					2022 RSUs

	# of Units			Grant Date $ Value		# of Units			Grant Date $ Value

Jeffrey W. Benck		74,124	$		1,925,000		74,124	$		1,925,000
Roop K. Lakkaraju		24,067	$		625,000		24,067	$		625,000
Michael D. Buseman		16,077	$		417,500		16,077	$		417,500
Stephen J. Beaver		13,420	$		348,500		13,420	$		348,500
Robert B. Crawford		12,259	$		318,347		12,259	$		318,347



		2020 PSU Performance Goals

Objective Level		Revenue	Operating Income Margin	ROIC

Threshold - 50%	$	2.295 billion	3.70%		9.50%
Target - 100%	$	2.675 billion	4.20%		10.80%
Maximum - 250%	$	3.076 billion	4.80%		12.50%
Actual	$	2.618 billion(1)	4.00%		9.90%



		2021 PSU Performance Goals

Objective Level		Revenue	Operating Income Margin	ROIC

Threshold - 50%	$	2.100 billion	3.35%		8.90%
Target - 100%	$	2.263 billion	3.80%		10.40%
Maximum - 250%	$	2.602 billion	4.30%		12.10%
Actual	$	2.618 billion(1)	4.00%		9.90%



Component	Potential Risk	Mitigating Factors
Base Salary	• Increase in fixed expense. • Retention challenges if below market levels.	• Management of expenses and increases. • Annual market surveys.

Annual Incentive Plan	• Imprudent risk taking to maximize short-term reported financial results. • Short term operating income optimization without regard for longer term results.	• Internal financial controls. • Award caps. • Tied to independently audited results.

Long-Term Equity-Based Incentive Plans	• Imprudent risk taking to maximize short-term stock price. • Earnings manipulation.	• Long-term incentive awards at risk. • Share ownership guidelines. • Vesting periods. • Internal financial controls. Independent audit.

Health & Insurance Benefits	• Increase in fixed expense. • Retention challenges if not market competitive.	• Management of expenses. • Annual market surveys.



Name and Principal Position	Year	Salary(1) ($)		Bonus ($)		Stock Awards(2) ($)		Non-Equity Incentive Plan Compensation(3) ($)		All Other Compensation(4) ($)		Total ($)

Jeffrey W. Benck	2022	$	942,923	$	—	$	3,850,000	$	1,832,925	$	92,802	$	6,718,650
President,	2021		919,731		—		4,375,000		1,388,113		54,002		6,736,846
Chief Executive Officer (CEO)	2020		841,154				3,500,000		477,860		51,528		4,870,541
Roop K. Lakkaraju	2022		500,857		—		1,250,000		623,107		42,935		2,416,899
Executive Vice President,	2021		480,304		—		1,250,000		504,281		27,654		2,262,239
Chief Financial Officer (CFO)	2020		439,269		—		1,000,000		162,749		30,093		1,632,111
Michael D. Buseman	2022		473,127		—		835,000		533,545		41,882		1,883,554
Executive Vice President,	2021		459,865		—		1,008,000		452,645		19,729		1,940,239
Chief Operating Officer	2020		410,961		—		787,500		152,261		21,492		1,372,214
Stephen J. Beaver	2022		413,685		—		697,000		418,159		31,783		1,560,628
Senior Vice President, General Counsel and	2021		381,004		—		837,000		300,018		15,754		1,533,776
Chief Legal Officer, Corporate Secretary	2020		333,442		35,000		638,750		82,360		15,457		1,105,009
Robert B. Crawford(5)	2022		358,494		—		636,694		334,497		22,405		1,352,090
Senior Vice President,	2021		342,058				750,375		269,350		9,013		1,370,796
Chief Revenue Officer


Mr. Benck	$	4,812,500
Mr. Lakkaraju	$	1,562,500
Mr. Buseman	$	1,043,750
Mr. Beaver	$	871,250
Mr. Crawford	$	795,868

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