BENCHMARK ELECTRONICS INC 8-K

What Happened
Benchmark Electronics, Inc. filed an 8-K reporting that on February 19, 2026 it entered into an employment agreement with David Moezidis (age 54), who will become President and Chief Executive Officer effective March 31, 2026. The agreement makes Mr. Moezidis a director during its term and sets a two-year initial term that automatically renews for successive two-year periods unless 90 days’ prior notice of non-renewal is given.

Key Details

• Base salary: $900,000 per year.
• Cash incentive: target bonus = 115% of base salary; maximum bonus = 200% of base salary.
• Equity awards: a February 2026 award valued at $2,500,000 (50% time-based RSUs, 50% PSUs) plus additional awards at the March 31, 2026 effective date valued at $1,500,000 (same 50/50 split).
• Vesting: time-based RSUs vest in three equal annual installments (subject to continued employment); PSUs vest based on the same 3-year performance goals used for other 2026 officer awards. Death triggers full vesting of RSUs and PSUs vest at target.
• Severance: if terminated without “cause” (including company non-renewal) or if he leaves for “good reason,” he is entitled to 2x the Total Cash Amount (base salary + target bonus) plus a pro rata bonus and pro-rated equity vesting; if such termination occurs within 24 months after a change in control, severance increases to 3x the Total Cash Amount with full accelerated vesting of time-based awards and PSUs vesting at target. Payments are conditioned on execution of a customary release.
• Restrictions: the agreement includes two-year non-compete and non-solicit covenants after termination.

Why It Matters
This filing formalizes the incoming CEO’s compensation and change-in-control protections, which are material for investors because they affect near-term cash and equity dilution and outline management continuity in a transition. The sizeable equity grants link Mr. Moezidis’s pay to multi-year performance goals, while the severance and change-in-control terms are notable governance items that could impact potential acquisition scenarios or future compensation expense. The agreement’s term, renewal mechanics, and two-year post-termination restrictions are also relevant to succession planning and competitive risk.