Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May 18, 2018, the Board of Directors
(the “Board”) of Benchmark Electronics, Inc. (the “Company”) elected Ms.
Merilee Raines as a member of the Board. The Board also appointed Ms. Raines
to serve on the audit committee. The full Board is now comprised of nine
members.
Ms. Raines, age 62, served as Chief
Financial Officer of IDEXX Laboratories, Inc. from October 2003 until her
retirement in May 2013. Ms. Raines also served as Executive Vice President of
IDEXX from July 2012 until her retirement in May 2013. Over her 28 year career
with IDEXX, Ms. Raines held several management positions, including Corporate
Vice President of Finance, Vice President and Treasurer of Finance, Director of
Finance, and Controller. IDEXX Laboratories develops, manufactures and
distributes diagnostic and information technology based products and services
for companion animal, livestock, poultry, water quality and food safety, and
human point-of-care diagnostics.
Ms. Raines has served as a member of the
Board of Watts Water Technologies since 2011, a global manufacturer of products
& systems that control, conserve and improve the quality of water in the
residential and commercial markets. Since 2014, she has also served as a
member of the Board of Aratana Therapeutics, a biopharmaceutical company focused
on licensing, developing and commercializing of products for the pet companion
market.
An independent search consultant retained
by the Board identified Ms. Raines as a possible candidate for the Board, and
the Board’s Nominating/Governance Committee, comprised entirely of independent
members of the Board, recommended her to the full Board for consideration. The
Board has determined that Ms. Raines does not have any interest requiring
disclosure under Item 404(a) of Regulation S-K and satisfies (i) the
independence standards promulgated by the New York Stock Exchange and
applicable regulations under the Securities Exchange Act of 1934, as amended,
(ii) the “non-employee director” standards set forth in such regulations, and
(iii) the “outside director” requirements of Section 162(m) of the Internal
Revenue Code of 1986, as amended, and applicable regulations.
For her service as a member of the Board, Ms. Raines will
receive the same compensation as other non-employee directors under the
Company’s current non-employee director compensation program described in the
Company’s definitive proxy statement filed with the U.S. Securities and
Exchange Commission on March 30, 2018. During 2018, our non-employee directors
will receive: (a) an annual retainer of $60,000, (b) $1,000 for each Board or
committee meeting attended and (c) an annual restricted stock unit (“RSU”) with
a grant-date fair market value of $150,000. Ms. Raines’s annual retainer and
RSU will be prorated from the date she began serving on the Board, and the RSU
is scheduled to vest in equal quarterly installments over a one-year period
following the date of grant.