BHE 8-K
Benchmark Electronics Inc (BHE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 2, 2025, Benchmark Electronics, Inc. (the “Company”) announced the retirement of Jeffrey W. Benck, the Company’s President and Chief Executive Officer, effective March 31, 2026. As part of the Company’s succession planning, the Company also announced David Moezidis, currently the Company’s Executive Vice President and Chief Commercial Officer, will immediately assume the role of President and Chief Commercial Officer and will succeed Mr. Benck as the President and Chief Executive Officer upon Mr. Benck’s retirement on March 31, 2026.
David A. Moezidis, 54, has been Executive Vice President, Chief Commercial Officer for the Company since July 2023. Mr. Moezidis has over 30 years of leadership experience in operations, engineering, sales, and marketing in the digital imaging, semiconductor capital equipment, and electronic manufacturing services industries. Previously, Mr. Moezidis spent 25 years at Flex Ltd. (NASDAQ: FLEX), a global provider of design, engineering, manufacturing and supply chain solutions, in various leadership positions. Most recently, he was Flex’s President of the Lifestyle Solutions group, and prior to that, he was the Senior Vice President of the Industrial and Energy group. Mr. Moezidis holds two Bachelor of Science degrees in engineering, a Master of Business Administration from Pepperdine University, and has completed the executive management program at Stanford University.
The compensation that Mr. Moezidis will be eligible to earn following his appointment to Chief Executive Officer has yet to be determined. Mr. Moezidis will continue to be compensated under his currently existing compensation programs through March 31, 2026. A detailed description of Mr. Moezidis’ current compensation program is contained in the Company’s proxy statement for its 2025 annual meeting of shareholders.
Effective upon his retirement on March 31, 2026, Mr. Benck will resign as a member of the Board of Directors but will remain a full-time employee and transition to the role of Executive Vice President and Special Advisor through March 31, 2027. During this one year transition period from March 31, 2026 through March 31, 2027, Mr. Benck will receive the following compensation and benefits:
These and other terms, including customary severance and double trigger change of control benefits, are contained in a Transition Agreement, dated September 2, 2025 by and between the Company and Mr. Benck, a copy of which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On September 2, 2025, the Company issued a press release relating to the matters described above under Item 5.02. The press release is incorporated herein by reference to Exhibit 99.1 filed herewith.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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Transition Agreement by and between Benchmark Electronics, Inc. and Jeffrey W. Benck |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BENCHMARK ELECTRONICS, INC. |
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Date: |
September 2, 2025 |
By: |
/s/ Stephen J. Beaver |
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Stephen J. Beaver, Esq. |
Exhibit 10.1
TRANSITION AGREEMENT
This TRANSITION AGREEMENT (the “Agreement”) is entered into as of September 2, 2025, by and between Benchmark Electronics, Inc., a Texas corporation (the “Company”), and Jeffrey W. Benck (“Executive”). The Company and Executive are collectively referred to herein as the “Parties.”
A. Executive is employed as the Company’s President and Chief Executive Officer pursuant to an Employment Agreement dated February 26, 2019 (the “Employment Agreement”).
B. The Company and Executive have determined that it is in their mutual best interests for Executive to retire from the President and Chief Executive Officer role effective March 31, 2026 (the “Transition Date”).
C. The Company and Executive have also determined that Executive’s skillset is uniquely valuable and for continuity and efficiency, Executive shall remain a full-time employee of the Company by transitioning immediately to an Executive Vice President and Special Advisor role for a 12-month period following the Transition Date with such full-time employment ending on March 31, 2027 (the “Retirement Date”).
D. The Company and Executive now desire to enter into this Agreement to memorialize Executive’s retirement and his transition from the President and Chief Executive Officer role to his future role as Executive Vice President and Special Advisor.
NOW, THEREFORE, for and in consideration of the mutual agreements described and agreed to be performed, Executive and the Company agree as follows:
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IN WITNESS WHEREOF, the Parties have hereby approved and executed this Agreement effective as of the date first set forth above:
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EXECUTIVE |
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/s/ Jeffrey W. Benck |
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Printed Name: |
Jeffrey W. Benck |
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Date: |
September 2, 2025 |
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BENCHMARK ELECTRONICS, INC. |
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Signature: |
/s/ Stephen J. Beaver |
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Stephen J. Beaver |
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SVP General Counsel & CLO |
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September 2, 2025 |
8
EXHIBIT A
SUPPLEMENTAL RELEASE OF ALL CLAIMS
On September 2, 2025, I signed a TRANSITION AGREEMENT AND GENERAL RELEASE OF CLAIMS (the “Agreement”). As required by Section 16 of the Agreement, by signing this Supplemental Release of Claims (“Supplemental Release”), I hereby renew and reaffirm my release and waiver of all potential claims against the Released Parties as defined in the Agreement through the date of my execution of this Supplemental Release.
In accordance with the ADEA (as defined in the Agreement), I acknowledge and agree that I have been fully advised of my rights under the ADEA with respect to the Agreement and this Supplemental Release as stated in Section 5 of the Agreement. Those agreements and understandings are hereby incorporated by reference and such understandings include, but are not limited to, that I have been advised to consult with an attorney before signing this Supplemental Release and have been given a period of 21 calendar days in which to consider whether to enter into this Supplemental Release. I understand that I do not have to use the entire 21-day period before signing this Supplemental Release and may waive this right. If I enter into this Supplemental Release, I understand that I may revoke the Supplemental Release and that any such revocation must be in writing, sent via email to the General Counsel of the Company, Stephen J. Beaver, [email protected] on or before the end of the 7th calendar day after my timely execution of this Supplemental Release. If I revoke this Supplemental Release, I understand that this Supplemental Release will be null and void, and that the Company will not provide me with the benefits described in Section 3(b) of the Agreement. If I do not revoke this Supplemental Release, it will become effective, irrevocable, binding and enforceable on the 8th day after I execute it.
I understand that my entitlement to the consideration described in Section 3(b) of the Agreement is conditioned upon me signing, not revoking, and abiding by the terms of the Agreement and this Supplemental Release.
If I sign this Supplemental Release, I understand that I must sign and return it to the General Counsel of the Company within 21 calendar days after the Retirement Date as defined in the Agreement, but not before the day after the Retirement Date.
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Jeffrey W. Benck |
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9
Exhibit 99.1
SEPTEMBER 2, 2025
Benchmark Announces CEO Succession Plan
Jeff Benck to Retire After Seven Years of Transformative Leadership
David Moezidis Named Successor
TEMPE, Ariz., September 2, 2025 –Benchmark Electronics, Inc. (NYSE: BHE), a worldwide provider of innovative product design, engineering services, technology solutions, and advanced manufacturing services, today announced President and Chief Executive Officer Jeff Benck’s intention to retire effective March 31, 2026.
Since becoming CEO in 2019, Mr. Benck has guided Benchmark through a period of strategic transformation and growth. He has built and developed a world-class executive team to align technology and talent with the evolving needs of high-tech industries. Under his leadership, the company has accelerated its innovation agenda, expanded engineering capabilities, and introduced advanced manufacturing practices that enhanced execution and scalability. His customer-first mindset has also fueled faster product development cycles and stronger support in navigating complex global regulatory environments.
As part of Benchmark’s succession planning process, Benchmark’s Executive Vice President and Chief Commercial Officer, David Moezidis, will become Benchmark President and Chief Commercial Officer effective immediately and assume the role of Chief Executive Officer on March 31, 2026. Upon his retirement as CEO, Mr. Benck will remain with Benchmark as an advisor to the company until March 31, 2027, to support a seamless leadership handoff.
Jeff Benck, President and CEO, commented, “I’ve had the privilege of working alongside the most exceptional management team in the industry. Their passion for executing upon our differentiated strategy, combined with the unwavering dedication of our employees to fulfilling our purpose, has firmly established Benchmark as an industry leader.” Benck continued, “David is a broadly recognized and seasoned executive with deep EMS industry expertise and a thorough understanding of Benchmark’s mission and culture. He has built strong relationships with our customers and played a pivotal role in shaping and advancing key strategic initiatives. I am confident in his ability to lead the company into its next phase of growth.”
Benchmark’s Board Chair David Scheible commented, “On behalf of the Board, I want to express our deepest gratitude to Jeff for his exceptional leadership and commitment to Benchmark. Over the course of his tenure, Jeff has guided the company through transformative growth, navigated complex challenges, and built a culture rooted in innovation and integrity. His legacy will be felt for years to come. We wish Jeff all the best in retirement and appreciate his continued support during this transition.” Scheible continued, “The Board is confident that David Moezidis will provide outstanding leadership to Benchmark, building on our strong foundation to exceed our customer's needs, foster employee advancement, and create value for our shareholders.”
Mr. Moezidis, who has been serving as Executive Vice President and Chief Commercial Officer of Benchmark since 2023, brings over 35 years of leadership experience in operations, engineering, sales, and marketing across the digital imaging, semiconductor capital equipment, and electronic manufacturing services industries. Prior to Benchmark, he spent 25 years at Flex, where he served as the President of the Lifestyle Solutions group, and prior to that as the Senior Vice President of the Industrial and Energy group.
Mr. Moezidis holds two Bachelor of Science degrees in Engineering, a Master of Business Administration from Pepperdine University, and completed the Executive Management Program at Stanford University.
About Benchmark Electronics, Inc.
Benchmark provides comprehensive solutions across the entire product lifecycle by leading through its innovative technology and engineering design services, leveraging its optimized global supply chain, and delivering world-class manufacturing services in the following industries: advanced computing and communications, aerospace and defense, industrial, medical, and semiconductor capital equipment. Benchmark operates in eight countries and its common shares trade on the New York Stock Exchange under the symbol BHE.
For More Information, Please Contact:
Paul Mansky
Sr. Director of Investor Relations and Corporate Development
Email: [email protected]
Phone: 623-300-7052
Alec Robertson
Brodeur Partners on behalf of Benchmark
Email: [email protected]
Mobile: 585-281-6399