Benchmark Electronics, Inc. · NYSE:BHE

Benchmark Electronics — Proxy Contest (May 2016)

16 slides from Benchmark Electronics's proxy contest presentation, May 2, 2016

  1. Slide 1: Strategy and Leadership Delivering Sustainable Value to All Shareholders

    design develop deliver advanced technology Strategy and Leadership Delivering Sustainable Value to All Shareholders May 2016

  2. Slide 2: Forward-Looking Statements

    Forward-Looking StatementsThis document contains forward-looking statements within the scope of the Securities Act of 1933 and the Securities Exchange Act of 1934. The words “expect,” “estimate,” “anticipate,” “predict” and similar expressions, and the negatives thereof, often identify forward- look

  3. Slide 3: Benchmark: Leading Global Integrated EMS Player

    Benchmark: Leading Global Integrated EMS Player design develop deliver advanced technology 3 Benchmark: Leading Global Integrated EMS Player ► Strategic plan has delivered strong financial performance and robust valuation in continually evolving industry► Highest margin operator among peers1► Strong

  4. Slide 4: Continuously Evolving Our Platform ahead of Future Trends

    Continuously Evolving Our Platform ahead of Future Trends – Powering the Next Industrial Revolution Continuously Evolving Our Platform ahead of Future Trends – Powering the Next Industrial Revolution ► Commoditization of legacy markets necessitates continuous evolution in EMS ► IoE, Cloud, and Analy

  5. Slide 5: Annual TSR performance and P/E versus peers

    Source: FactSet as of 04/29/161 All P/E multiples exclude expenses related to stock-based compensation and amortization of intangibles, with no adjustments to market capitalization 23% 39% 10% (19%) (6%) 2013 2014 2015 BHE PLXS 68% (5%) (15%) 7% 10% 33% 24% (5%) 28% 27% (7%) 2012 Peer mean Peer medi

  6. Slide 6: Q1'16 had an outsized short-term impact on Benchmark's TSR

    Q1’16 had an outsized short-term impact on Benchmark’s TSR Q1’16 had an outsized short-term impact on Benchmark’s TSR Cumulative total return performance design develop deliver advanced technology 6 Source: FactSet as of 04/29/16Note: Cumulative total return performance defined as the total return g

  7. Slide 7: The Secure Acquisition Was a Smart Use of Capital

    71% 55% 41% 40% 34% 29% The Secure Acquisition Was a Smart Use of Capital The Secure Acquisition Was a Smart Use of Capital Source: Company filings, Wall Street research1 Please refer to the appendix for a reconciliation of non-GAAP operating margin and free cash flow margin to their most directly c

  8. Slide 8: Engaged Capital's Plan Will NOT Deliver the Value It Suggests

    Engaged Capital's “Plan” Will NOT Deliver Anywhere Near the Value It Suggests Engaged Capital's “Plan” Will NOT Deliver Anywhere Near the Value It Suggests design develop deliver advanced technology 8 $22.73 $33.46 $5.97 $4.42 $1.89 ($1.55) $35.01 Engaged calculation flawed:$2.42 per share upside fr

  9. Slide 9: Engaged Capital's Critique of Working Capital Management is Misguided

    Engaged Capital's Critique of Working Capital Management is Misguided design develop deliver advanced technology 9 Engaged Capital's Critique of Working Capital Management is Misguided ► EXTERNAL WORKING CAPITAL CONSULTANT THAT ENGAGED RECOMMENDED– AND WE USED – VALIDATED OUR EXISTING INITIATIVES AN

  10. Slide 10: Benchmark Has Best-in-Class Corporate Governance

    ► Shareholder-friendly corporate governanceThree new independent directors within the last five years, including Paul Tufano in 2016Average tenure = 6.3 years, well below peer average of approximately 10 years1► Top decile of companies covered by ISS► We actively listen to our shareholdersImplemente

  11. Slide 11: Pay for performance executive compensation

    "At Risk" 70% 30% ► Our approach to management compensation isperformance-drivenEquity grants rewarded for financial performance; there are penalties for failing to achieve goals Metrics include revenue growth, margins, and ROIC because these drive TSR ► Annual cash bonus tied to working capital (pr

  12. Slide 12: Benchmark Has Sought to Work in Good Faith with Engaged Capital

    Benchmark Has Sought to Work in Good Faith with Engaged Capital over the Past Year design develop deliver advanced technology 12 Benchmark Has Sought to Work in Good Faith with Engaged Capital over the Past Year ► As part of Benchmark's commitment to constructive dialogue with its shareholders, the

  13. Slide 13: Benchmark Has the Right Directors to Steer the Company

    Benchmark Has the Right Directors to Steer the Company through Its Transformation Benchmark Has the Right Directors to Steer the Company through Its Transformation Benchmark nomineesName / Title Background design develop deliver advanced technology 13 Michael Dawson Chairman of Audit Committee ► For

  14. Slide 14: Engaged's Nominees Are Not Qualified and Will Add No Value

    Engaged’s Nominees Are Not Qualified and Will Add No Value Engaged’s Nominees Are Not Qualified and Will Add No Value Engaged nomineesName / Title Background design develop deliver advanced technology 14 Robert Gifford ► Most recently served as President of Supply Chain Solutions at Ingram Micro No

  15. Slide 15: Appendix

    Appendix design develop deliver advanced technology 15

  16. Slide 16: GAAP to Non-GAAP Reconciliations

    GAAP to Non-GAAP Reconciliations design develop deliver advanced technology 16 GAAP to Non-GAAP Reconciliations ($mm) 2011 2012 2013 2014 2015 Revenue (GAAP) $2,253.0 $2,468.2 $2,506.5 $2,797.1 $2,540.9 Income from operations (GAAP) $41.3 $75.6 $116.5 $100.1 $93.0 Operating margin (GAAP)1 1.8% 3.1%

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