DEF 14A of Entegris Inc, Mar 18, 2024

DEF 14A of Entegris Inc

Filed Mar 18, 2024 · FY20230001101302-24-000022

Open on EDGAR

  1. BOARD AND COMMITTEE MEETINGS IN 2023

    | WHAT WE DO | WHAT WE DON’T DO | | Carefully structured benchmarking peer group with annual Management Development & Compensation Committee (“Compensation Committee”) review Annual say-on-pay advisory vote Adherence to a rigorous pay-for-performance philosophy in establishing program design and targeted pay levels for NEOs Independent Compensation Committee oversight Independent compensation consultant is hired by and reports to the Compensation Committee Annual report by the independent compensation consultant to the Compensation Committee on executive pay and performance alignment Stringent stock ownership guidelines maintained for non-employee directors and executive officers Clawback policy in place to deter executive officer misconduct and reclaim certain awards and incentives Change in control agreements require double-trigger for vesting | No guaranteed bonuses No material perquisites or other personal benefits to directors or executive officers Directors, executive officers, employees and consultants may not hedge, pledge or engage in speculative transactions of Company stock No plans that encourage excessive risk taking No excessive dilution through careful monitoring of burn rate and overhang No tax “gross-ups” agreements |

  2. AWARDS AND ACHIEVEMENTS

    AWARDS AND ACHIEVEMENTS

  3. AWARDS AND ACHIEVEMENTS

    | Advancing our sustainability efforts through | | | 39% | | | 17% | | 27% | | | | reduction in water intensity | | reduction in energy per revenue dollar (vs. 2020 baseline) | of new hires in engineering roles were women and individuals from underrepresented groups | | | $11M | | | 90% | | | Amount invested in STEM scholarships and engineering internships for women and individuals from underrepresented countries since 2020 | | | of team members believed Entegris provides a safe place to work | | | 38% | | | 100% | | | Percentage of diverse members on our Board of Directors (as of the 2024 Annual Meeting of Stockholders) | | | Percentage of completion rate of Code of Ethics training among active team members | | | | Awarded Gold Medal from EcoVadis, reflecting the quality of Entegris’ sustainability management system | | | In 2023, Entegris received an MSCI ESG Rating of A |

  4. AWARDS AND ACHIEVEMENTS

    For additional information, please see our 2022 CSR Report, which can be found on our website at http://www.Entegris.com under “About Us — Corporate Social Responsibility”.

  5. AWARDS AND ACHIEVEMENTS

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  6. AWARDS AND ACHIEVEMENTS

    | PROPOSAL 1 Election of Directors | | | | The Board recommends that the stockholders vote FOR each of the nominees. |

  7. AWARDS AND ACHIEVEMENTS

    At each annual meeting of stockholders, directors are elected for a term expiring at the next annual meeting of stockholders to succeed those directors whose terms are expiring. The persons named in the enclosed proxy will vote to elect as directors the nominees designated by the Board, whose names are listed below, unless the proxy is marked otherwise. Each of the nominees has indicated his or her willingness to serve, if elected. However, if a nominee should be unable to serve, the shares of common stock represented by proxies may be voted for a substitute nominee designated by the Board. There are no family relationships between or among any officers or directors of Entegris. Board of Directors Selection of Directors Identification of Potential Nominees The Governance & Nominating Committee is responsible for managing the process for nomination of new directors. The committee may identify potential candidates for first-time nomination as a director using a variety of sources, such as recommendations from our management, current directors, stockholders or contacts in communities served by Entegris, or by conducting a formal search using an outside search firm selected by the Governance & Nominating Committee. Following the identification of a potential director-nominee, the Governance & Nominating Committee commences an inquiry to obtain information concerning the background of that person. Included in this inquiry is an initial review of the candidate with respect to the following factors: (1) whether the individual meets the minimum qualifications for first-time director nominees specified in the Corporate Governance Guidelines; (2) whether the individual would be considered independent under applicable rules of Nasdaq and the Securities and Exchange Commission (the “SEC”); and (3) whether the individual would meet any additional requirements imposed by law or regulation on the members of the Audit & Finance Committee and/or the Management Development & Compensation Committee of the Board. Evaluation of Potential Nominees The Governance & Nominating Committee evaluates candidates for director nominees in the context of the current composition of the Board, taking into account all factors it considers appropriate, including but not limited to the characteristics of independence, desired mix of skills, experience, availability for service to Entegris, tenure and age of incumbent directors on the Board and the anticipated needs of the Board. The Governance & Nominating Committee believes that the assessment of potential nominees to be recommended by the Governance & Nominating Committee should include consideration of the following factors: (i) a capacity for, or a record of, making valuable contributions to the business community; (ii) personal qualities of leadership, character, judgment and a reputation in the community at large of integrity, trust, respect, competence and adherence to high ethical standards; (iii) experience in the semiconductor/microelectronics industry or in other relevant industries; (iv) whether the candidate is free of conflicts and has the time required for preparation, participation and attendance at all meetings; (v) candor and willingness to operate on a team and to seek consensus; (vi) diversity with respect to race, ethnicity, gender and geography; and (vii) relevant knowledge and diversity of background and experience in areas such as business, manufacturing, technology, finance and accounting, marketing, international business, government and similar fields. In addition, at least one member of the Board should have accounting or related financial management expertise, as determined in the business judgment of the Board.

  8. AWARDS AND ACHIEVEMENTS

    | 2024 Proxy Statement | 15 |

  9. AWARDS AND ACHIEVEMENTS

    Diversity Considerations In accordance with the Company’s Corporate Governance Guidelines, the Governance & Nominating Committee is committed to actively seeking out women and minority candidates as well as candidates with diverse backgrounds, experience and skills. To that end, the Governance & Nominating Committee plans to continue to employ a process similar to the “Rooney Rule” in connection with each search for nominees to the Board. As part of the search process for each new director, the Governance & Nominating Committee includes, and instructs any search firm to include, diverse candidates in the initial pool from which candidates are selected. The Governance & Nominating Committee believes that employing such process is an effective means to identify women and minority candidates as well as candidates with diverse backgrounds, experience and skills. Stockholder Recommendations The Governance & Nominating Committee will consider potential nominees recommended for consideration by our stockholders, taking into account the same considerations as are taken into account for other potential nominees. Stockholders may recommend candidates by writing to the Chair, Governance & Nominating Committee in care of the Company’s Corporate Secretary at Entegris, Inc., 129 Concord Road, Billerica, MA 01821. Our by-laws provide for additional procedures and requirements for stockholders wishing to nominate a director for election as part of the official business to be conducted at an annual stockholders meeting, as further described in the section “Miscellaneous Information on Voting and the Annual Meeting” under the question “What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?” below. In addition, as noted above, our by-laws require that all nominees, as a condition of being nominated, agree to submit an irrevocable resignation that would take effect upon (a) the failure to receive the required vote for re-election in the next election, and (b) the Board’s acceptance of such resignation.

  10. AWARDS AND ACHIEVEMENTS

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  11. AWARDS AND ACHIEVEMENTS

    Director Skills, Experience and Diversity The director nominees possess a broad range of qualifications and skills that facilitate strong oversight of our management and strategy.

  12. AWARDS AND ACHIEVEMENTS

    | | | | | | | | | | | | | CORPORATE GOVERNANCE 8/8 Experience serving as a public company director, including an understanding of good corporate governance standards and practices. | | | | | | | | | | | RISK MANAGEMENT 8/8 Experience assessing and managing enterprise business risks or experience overseeing complex business risk management matters. | | | | | | | | | | | PUBLIC COMPANY CEO EXPERIENCE 3/8 Experience as a current or former CEO of a publicly listed company. | | | | | | | | | | | DIVERSITY 3/8 Diverse background with respect to gender, ethnicity or race. | | | | | | | | | | | GLOBAL BUSINESS 8/8 Experience managing a business with substantial global operations. | | | | | | | | | | | TECHNOLOGY INDUSTRY 8/8 Experience in a senior-level management position with a company in the technology industry. | | | | | | | | | | | SEMICONDUCTOR INDUSTRY 5/8 Experience in a senior-level management position with a company in the semiconductor industry. | | | | | | | | | | | FINANCE AND ACCOUNTING 8/8 Experience in accounting, financial disclosure, capital markets and corporate finance, or P&L responsibility, as an executive of a company with a breadth and level of complexity comparable to the Company. | | | | | | | | | | | CYBERSECURITY 5/8 Experience directly overseeing corporate cybersecurity programs or possessing a deep understanding of cyber threats to organizations. | | | | | | | | | | | MANUFACTURING AND SUPPLY CHAIN 6/8 Experience managing sophisticated, large-scale manufacturing operations or complex distribution, supply chain or manufacturing facilities. | | | | | | | | | | | SALES AND MARKETING 8/8 Experience developing and executing strategies designed to increase market share, grow the customer base and otherwise establish deep relationships with customers. | | | | | | | | | | | MERGERS AND ACQUISITIONS 8/8 M&A and integration experience as a public company officer or director. | | | | | | | | | | | HUMAN CAPITAL MANAGEMENT AND DEVELOPMENT 8/8 Experience in human capital management in large organizations. | | | | | | | | |

  13. AWARDS AND ACHIEVEMENTS

    | 2024 Proxy Statement | 17 |

  14. AWARDS AND ACHIEVEMENTS

    | Board Nominee Diversity Matrix (As of March 18, 2024) | | | | | | | | | | | Identity/Demographics | Anderson | Clark | Gentilcore | Kanouff | Lederer | Loy | Reeder | Saleki- Gerhardt | Total | | Gender Identity | | | | | | | | | | | Male | ● | ● | ● | | ● | ● | ● | | 6 | | Female | | | | ● | | | | ● | 2 | | Non-Binary | | | | | | | | | 0 | | Did Not Disclose | | | | | | | | | N/A | | Demographic Background | | | | | | | | | | | African American or Black | | ● | | | | | | | 1 | | Alaskan Native or Native American | | | | | | | | | 0 | | Asian | | | | | | | | | 0 | | Hispanic or Latinx | | | | ● | | | | | 1 | | Native Hawaiian or Pacific Islander | | | | | | | | | 0 | | White | ● | | ● | | ● | ● | ● | ●(1) | 6 | | Two or More Races or Ethnicities | | | | | | | | | 0 | | LGBTQ+ | | | | | | | | | 0 | | Did Not Disclose | | | | | | | | | N/A |

  15. AWARDS AND ACHIEVEMENTS

    (1)Directors who identify as Middle Eastern: 1

  16. AWARDS AND ACHIEVEMENTS

    | Board Nominee Diversity Matrix (As of March 18, 2023) | | | | | | | | | | Identity/Demographics | Anderson | Clark | Gentilcore | Kanouff | Lederer | Loy | Saleki- Gerhardt | Total | | Gender Identity | | | | | | | | | | Male | ● | ● | ● | | ● | ● | | 5 | | Female | | | | ● | | | ● | 2 | | Non-Binary | | | | | | | | 0 | | Did Not Disclose | | | | | | | | N/A | | Demographic Background | | | | | | | | | | African American or Black | | ● | | | | | | 1 | | Alaskan Native or Native American | | | | | | | | 0 | | Asian | | | | | | | | 0 | | Hispanic or Latinx | | | | ● | | | | 1 | | Native Hawaiian or Pacific Islander | | | | | | | | 0 | | White | ● | | ● | | ● | ● | ●(1) | 5 | | Two or More Races or Ethnicities | | | | | | | | 0 | | LGBTQ+ | | | | | | | | 0 | | Did Not Disclose | | | | | | | | N/A |

  17. AWARDS AND ACHIEVEMENTS

    (1)Directors who identify as Middle Eastern: 1

  18. AWARDS AND ACHIEVEMENTS

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  19. AWARDS AND ACHIEVEMENTS

    Director Nominees

  20. AWARDS AND ACHIEVEMENTS

    | | James R. Anderson | Independent Director | | | | Age: 51 Director Since: 2023 PRINCIPAL OCCUPATION: President and Chief Executive Officer of Lattice Semiconductor Corporation (Since 2018) | Committees: | Management Development & Compensation | | | | SERVICE ON OTHER PUBLIC COMPANY BOARDS: Lattice Semiconductor Corporation (Since 2018) Sierra Wireless, Inc. (2020-2023) | |

  21. BACKGROUND

    BACKGROUND Mr. Anderson is an executive who brings extensive executive management experience across a broad range of technology industries to the Board. Since 2018, Mr. Anderson has served as the President and Chief Executive Officer of Lattice Semiconductor Corporation (“Lattice Semiconductor”), a developer of programmable logic semiconductor products and system solutions. Prior to joining Lattice Semiconductor, Mr. Anderson served as the Senior Vice President and General Manager of the Computing and Graphics Business Group at Advanced Micro Devices, Inc. (“AMD”), a provider of high-performance computing, graphics and visualization technologies. Before joining AMD in May 2015, Mr. Anderson worked at Intel Corporation (“Intel”), a leader in semiconductor technology, Broadcom Inc. (formerly Avago Technologies), a global technology company that designs, develops, and supplies a broad range of semiconductor, enterprise software and security solutions, and LSI Corporation, a designer of semiconductors, in a variety of leadership positions. He serves on the board of directors of the Semiconductor Industry Association.

  22. QUALIFICATIONS

    QUALIFICATIONS Mr. Anderson brings to the Board over twenty years of broad technology industry experience. He has served in various executive roles where he has driven transformative change and led companies through periods of expansion. Mr. Anderson is able to draw on his experiences at Lattice Semiconductor, Intel, AMD and other companies at the forefront of the semiconductor industry to provide keen insight into how Entegris can optimize operational execution and continue to innovate to meet the evolving needs of the industry.

  23. EDUCATION

    EDUCATION University of Minnesota (B.S.) Purdue University (M.S.) Massachusetts Institute of Technology (M.B.A., M.S)

  24. EDUCATION

    | 2024 Proxy Statement | 19 |

  25. EDUCATION

    | | Rodney Clark | Independent Director | | | | Age: 54 Director Since: 2021 PRINCIPAL OCCUPATION: Senior Vice President, Partnerships and Small & Medium Business at Cisco Systems, Inc. | Committees: | Environmental, Health, Safety & Sustainability (Chair) Governance & Nominating | | | | SERVICE ON OTHER PUBLIC COMPANY BOARDS: None | |

  26. EDUCATION

    Mr. Clark is an executive who brings extensive sales and marketing leadership experience to the Board. He is passionate about transforming businesses, developing people and lending his experience and voice to emerging topics. He currently serves as Senior Vice President, Partnerships and Small & Medium Business at Cisco Systems, Inc. (“Cisco”), a global networking technology company. In this role, he enables Cisco’s global ecosystem of partners and helps Cisco and its partners maximize opportunities in the Small and Medium Business segment. Previously, Mr. Clark served as the Vice President and Chief Commercial Officer of Johnson Controls International plc (“Johnson Controls”), a global provider of building technology, software as well as service solutions. In this role, Mr. Clark led global sales excellence efforts across the company. Prior to Johnson Controls, Mr. Clark spent over 20 years at Microsoft Corporation. At Microsoft, Mr. Clark served as Corporate Vice President of Global Partner Sales and Channel Chief from April 2021 until May 2022. In this role, he was responsible for customer and partner relationships, accelerating growth through the Microsoft partner ecosystem, as well as cross-partner strategy and outcomes through the Microsoft partner network. Previous roles at Microsoft include Corporate Vice President of Mixed Reality and Internet of Things from April 2013 to April 2021, General Manager of Samsung Alliance from October 2011 until March 2013, General Manager of Worldwide Small and Medium Business engagement from January 2010 to October 2011, and General Manager of the Public Sector business from January 2009 to June 2010. Prior to Microsoft, he served at IBM Corporation for eight years in various sales, marketing and management capacities.

  27. QUALIFICATIONS

    QUALIFICATIONS Mr. Clark provides the Board with industry-relevant expertise in sales strategy, customer relations and communications. Through his roles at Cisco, Johnson Controls and Microsoft, Mr. Clark has significant experience in leading and growing global teams, developing new initiatives to drive growth, managing risk, the evaluation and integration of mergers and acquisitions and international business. In addition, Mr. Clark brings important insights on how the Company can continue to strengthen customer intimacy and how to better understand and anticipate customer needs. University of California, Fresno (B.S.)

  28. QUALIFICATIONS

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  29. QUALIFICATIONS

    | | James F. Gentilcore | Lead Independent Director | | | | Age: 71 Director Since: 2013 PRINCIPAL OCCUPATION: Retired Chairman and Chief Executive Officer, PQ Corporation | Committees: | Management Development & Compensation (Chair) Audit & Finance Environmental, Health, Safety & Sustainability | | | | SERVICE ON OTHER PUBLIC COMPANY BOARDS: Pontem Corporation (2020-2023) Milacron Holdings Corp. (2014-2019) | |

  30. QUALIFICATIONS

    Mr. Gentilcore is a technology executive with vast experience leading global companies as both an executive and a director. Until his retirement in December 2018, he served as the Executive Chairman of the board of directors of PQ Corporation, a performance chemicals and services company, having served as a member of its board of directors since 2016. Previously, he served as President and Chief Executive Officer of PQ Corporation from July 2016 until August 2018. Mr. Gentilcore served as an Executive Advisor to CCMP Capital, a global private equity firm, from April 2014 to June 2016. Prior to this, Mr. Gentilcore’s wide range of senior leadership experience included serving as the Chief Executive Officer and a director of Edwards Group Limited, a global industrial technology company, as the President, Chief Executive Officer and a director of EPAC Technologies Inc., a logistics technology solutions company, as Chief Operating Officer of Brooks Automation Inc. (“Brooks”), a provider of semiconductor manufacturing automation solutions, and as Chief Executive Officer of Helix Technology Corp. (“Helix”), a provider of vacuum technology used in the manufacture of semiconductors, leading the merger between Brooks and Helix. Prior to that, he was the Chief Operating Officer of Advanced Energy Industries, Inc., an electronics manufacturing company. Earlier in his career, he spent 10 years in the electronics materials industry with Air Products Inc., a provider of industrial gases and chemicals, serving in various business development and operational roles.

  31. QUALIFICATIONS

    QUALIFICATIONS Mr. Gentilcore’s 40 years of experience in the technology industry, including his experience as Chief Executive Officer of two major companies serving the semiconductor industry, provide him with a deep understanding of the semiconductor business. As Chief Executive Officer of both PQ Corporation and Edwards Group Limited, Mr. Gentilcore had ultimate risk management responsibility, including for enterprise-wide strategic, operational, compliance and financial risks. In addition, through his experiences as a chief executive officer and director on other public company boards, Mr. Gentilcore has developed extensive knowledge in the areas of leadership, global business, corporate finance, safety and corporate governance. Further, Mr. Gentilcore contributes an important perspective to the Board on business development initiatives through his experiences leading companies through mergers and integrating acquired companies.

  32. EDUCATION

    EDUCATION Drexel University (B.Sc.) Lehigh University (M.B.A.)

  33. EDUCATION

    | 2024 Proxy Statement | 21 |

  34. EDUCATION

    | | Yvette Kanouff | Independent Director | | | | | | | | | Age: 58 Director Since: 2021 PRINCIPAL OCCUPATION: Partner, JC2 Ventures | Committees: | Audit & Finance Management Development & Compensation | | | | SERVICE ON OTHER PUBLIC COMPANY BOARDS: Amdocs, Ltd. (since 2020) Science Applications International Corp. (since 2019) Sprinklr, Inc. (since 2018) | |

  35. EDUCATION

    Ms. Kanouff is a technology executive with deep experience in leading companies through major technology-related transformations. In her role as a partner at JC2 Ventures, Ms. Kanouff advises companies on their technology strategy and acts as the firm’s engineering expert to its portfolio companies and other partners. Prior to joining JC2 Ventures in 2019, Ms. Kanouff served in various roles at Cisco from 2014 until 2019, including as Senior Vice President and General Manager of each of Cisco’s Service Provider, Cloud Solutions and Video Software and Services businesses, where she managed more than $7 billion in revenue and over 6,000 employees across the globe. From 2012 to 2014, Ms. Kanouff served as the Executive Vice President for engineering and technology for Cablevision Systems Corp., a cable television company, and from 1997 until 2012 she served in a variety of roles at SeaChange International, Inc., a video delivery software company, including as its President (from 2010 until 2012) and Senior Vice President and Chief Strategy Officer (from 2006 until 2010).

  36. QUALIFICATIONS

    QUALIFICATIONS Ms. Kanouff brings to the Board significant experience in driving transformational and disruptive technologies to market and insight in how companies achieve digital transformation. Her track record of leading change at Cisco and her experience at JC2 Ventures provide Ms. Kanouff with valuable understanding of how companies manage their technology roadmaps. In addition, Ms. Kanouff has significant experience in executive leadership, finance, international business, risk management and oversight and corporate governance. Further expanding her corporate governance expertise, Ms. Kanouff completed the Corporate Board Program at Harvard Business School, earning the Corporate Director Certificate. University of Central Florida (B.S., M.S.)

  37. QUALIFICATIONS

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  38. QUALIFICATIONS

    | | James P. Lederer | Independent Director | | | | Age: 63 Director Since: 2015 PRINCIPAL OCCUPATION: Retired Executive Vice President, Qualcomm Technologies, Inc. | Committees: | Audit & Finance (Chair) Governance & Nominating | | | | SERVICE ON OTHER PUBLIC COMPANY BOARDS: Lattice Semiconductor Corporation (since 2018) | |

  39. QUALIFICATIONS

    Mr. Lederer is an executive with decades of experience leading a preeminent company in the semiconductor industry. He served as an Executive Vice President and Officer of Qualcomm Technologies, Inc. (“Qualcomm”), a leading wireless technology company, including the dual roles of Chief Financial Officer and Chief Operating Officer for Qualcomm CDMA Technologies, its semiconductor division, from 2008 until his retirement in January 2014. Prior to that role, he served as Chief Financial Officer of the company’s largest segment beginning in 2001 and additionally held a variety of senior management positions at Qualcomm, Inc., including Senior Vice President, Finance and Business Operations. Prior to joining Qualcomm in 1997, Mr. Lederer held a number of management positions at Motorola, General Motors and Scott Aviation.

  40. QUALIFICATIONS

    QUALIFICATIONS Mr. Lederer brings to the Board more than 35 years of broad-ranging executive leadership experience, with over two decades focused on the semiconductor, mobile and wireless technology industries, including as a part of the executive staff of Qualcomm that grew the business to become the leader in the communications semiconductor arena worldwide. He possesses deep finance and accounting expertise, including direct involvement in and supervision of the preparation and certification of financial statements. During his tenure at Qualcomm, Mr. Lederer was charged with managing the development and implementation of a global enterprise risk management program including operational, strategic and financial risk areas. State University of New York at Buffalo (B.S., M.B.A.)

  41. QUALIFICATIONS

    | 2024 Proxy Statement | 23 |

  42. QUALIFICATIONS

    | | Bertrand Loy | | | | | Age: 58 Director Since: 2012 PRINCIPAL OCCUPATION: President, Chief Executive Officer and Chair of the Board of Directors, Entegris, Inc. | Committees: | None | | | | SERVICE ON OTHER PUBLIC COMPANY BOARDS: Harvard Bioscience, Inc. (since 2014) | |

  43. QUALIFICATIONS

    Mr. Loy is a proven leader in the technology industry with a track record of operational excellence and both organic and inorganic growth. He has been our Chief Executive Officer, President and a director since November 2012 and Chair of our Board of Directors since 2023. From July 2008 to November 2012, he served as our Executive Vice President and Chief Operating Officer. From August 2005 until July 2008, he served as our Executive Vice President in charge of our information technology, global supply chain and manufacturing operations. He served as the Vice President and Chief Financial Officer of Mykrolis, a company spun out of Millipore Corporation (“Millipore”), a life sciences products company, from January 2001 until August 2005, when Mykrolis merged with Entegris. Prior to that, Mr. Loy served as the Chief Information Officer of Millipore Corporation during 1999 and 2000, and previously served in various strategic planning, global supply chain and financial roles with Millipore and Sandoz Pharmaceuticals (now Novartis), a pharmaceutical company. Since July 2013, Mr. Loy has served on the board of directors of SEMI, the global industry association representing the electronics manufacturing supply chain.

  44. QUALIFICATIONS

    QUALIFICATIONS Having served as the Company’s Chief Executive Officer since 2012, Mr. Loy provides the Board with unique insight into the Company’s strategic vision, customer expectations and operational management. In addition, Mr. Loy’s past global experiences as an operations, finance and information technology executive based in Europe, Japan and the Americas provide him with a deep understanding of the Company’s opportunities and risks across a broad range of functional areas. During his tenure at the Company, Mr. Loy has been instrumental in successfully leading the Company through numerous acquisitions aimed at strengthening and broadening the Company’s product portfolio and increasing the Company’s scale. Further, through his involvement with SEMI, Mr. Loy brings to the Board unique, industry-level perspectives from leading companies across the global electronics manufacturing supply chain. Ecole Superieure des Sciences Economiques et Commerciales (ESSEC) Business School (M.B.A.)

  45. QUALIFICATIONS

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  46. QUALIFICATIONS

    | | David Reeder | Independent Director | | | | Age: 49 Director Since: 2024 PRINCIPAL OCCUPATION: Chief Financial Officer, Chewy, Inc. | Committees: | Audit & Finance | | | | SERVICE ON OTHER PUBLIC COMPANY BOARDS: Alphawave IP Group plc (since September 2023) Milacron Holdings Corp. (2017-2019) | |

  47. QUALIFICATIONS

    Mr. Reeder is an executive with extensive experience leading global semiconductor and technology companies. Since February 2024, he has served as the Chief Financial Officer of Chewy, Inc., a supplier of pet products and services. Prior to that, from August 2020 until February 2024, he served as Chief Financial Officer of GlobalFoundries Inc., a semiconductor manufacturing company, where he oversaw the company’s initial public offering in 2021. From 2017 until 2020, Mr. Reeder served as Chief Executive Officer of Tower Hill Insurance Group. Prior to that, from 2015 to 2017, he worked at Lexmark International Inc., including as their President and Chief Executive Officer and as their Chief Financial Officer. Mr. Reeder has also served as Chief Financial Officer of Electronics for Imaging, Inc. and has held executive roles at Cisco, Broadcom and Texas Instruments Incorporated.

  48. QUALIFICATIONS

    QUALIFICATIONS Mr. Reeder brings to the Board more than 20 years of executive leadership experience in the semiconductor and technology industries. He possesses deep finance and accounting expertise, including direct involvement in and supervision of the preparation and certification of financial statements. Through his experience at GlobalFoundries, Broadcom and Texas Instruments, Mr. Reeder brings to the Board a wealth of experiences and insights into capital allocation, financial and operational strategies as the Company continues to scale.

  49. EDUCATION

    EDUCATION University of Arkansas (B.S.) Southern Methodist University (M.B.A.)

  50. EDUCATION

    | 2024 Proxy Statement | 25 |

  51. EDUCATION

    | | Dr. Azita Saleki-Gerhardt | Independent Director | | | | Age: 60 Director Since: 2017 PRINCIPAL OCCUPATION: Executive Vice President, Chief Operations Officer, AbbVie Inc. | Committees: | Governance & Nominating (Chair) Environmental, Health, Safety & Sustainability | | | | SERVICE ON OTHER PUBLIC COMPANY BOARDS: None | |

  52. EDUCATION

    Dr. Saleki-Gerhardt is an executive with extensive experience leading the operations function of a global biopharmaceutical company. She has served as the Executive Vice President, Chief Operations Officer at AbbVie Inc. (“AbbVie”), a global, research-driven biopharmaceutical company committed to developing innovative advanced therapies for some of the world’s most complex and critical conditions, since July 2023. Dr. Saleki-Gerhardt previously served as AbbVie’s Executive Vice President, Operations from 2018 until July 2023, and Senior Vice President, Operations from 2013 to 2018. AbbVie was formed in 2013 as a spin-off from Abbott Laboratories. She spent more than twenty years at Abbott Laboratories in a variety of senior management roles focused on operations, manufacturing and quality.

  53. DIRECTOR NOMINATION PROCESS

    Corporate Governance Guidelines The Board believes that adherence to good corporate governance principles is essential to running our business efficiently, to maintaining our integrity in the marketplace and to ensuring that the Company is managed for the long-term benefit of its stockholders. The Board recognizes that maintaining and ensuring good corporate governance is a continuous process and thus has adopted the Corporate Governance Guidelines, the Code of Ethics and a charter for each committee of the Board. The Corporate Governance Guidelines form an important framework for the Board’s corporate governance practices and assist the Board in carrying out its responsibilities. The Board reviews the Corporate Governance Guidelines periodically to consider the need for amendments or enhancements. Among other things, the Corporate Governance Guidelines delineate the Board’s responsibilities, leadership structure, independence goals, director qualifications, election, annual self-evaluation process and access to management and advisors. The Corporate Governance Guidelines, as amended from time to time, are available on the Company’s website at http://www.Entegris.com under “About Us – Investor Relations – Corporate Governance” and will be provided in printed form to any stockholder who requests them from us. The Code of Ethics is described further in the “—Board’s Roles and Responsibilities—Role in Corporate Responsibility and Corporate Citizenship—Code of Ethics” section of this Proxy Statement, and the responsibilities of each of the Board’s committees, as required by their respective charters, are described further in the “—Board Structure” section of this Proxy Statement. Communications with the Independent Directors Stockholders and other interested parties may communicate directly with a member or members of the Board or the non-management directors either individually or as a group by addressing their correspondence to the director or directors, in care of our Corporate Secretary, at the address listed in the “Notice of 2024 Annual Meeting of Stockholders” above, with a request to forward the same to the intended recipient(s). All such communications will be reviewed by the Company’s Corporate Secretary and, if they are relevant to the Company’s operations, policies and philosophies, they will be relayed to the Board or the non-management directors, as the case may be. Transactions with Related Persons The Board has adopted a written policy that prohibits any business transaction with a value of $60,000 or more between Entegris and any of our directors, nominees for director, executive officers or their immediate families. In addition, as part of our process for preparing our annual report, we circulate questionnaires to our directors, nominees for director and executive officers requiring disclosure of any business transaction with a value of $60,000 or more between Entegris and any of those persons or a member of his or her immediate family. The answers to these questionnaires are reviewed for compliance with this policy by management and discussed with the Audit & Finance Committee and our independent registered public accounting firm. Since January 1, 2023, there has been no such business transaction between Entegris and any director, nominee for director, executive officer or member of his or her immediate family. Compensation of Directors The Management Development & Compensation Committee regularly assesses the Company’s director compensation program in relation to industry practice. At its April 2023 meeting, the Management Development & Compensation Committee, after consultation with its independent compensation advisory firm Frederic W. Cook & Co., Inc. (“F.W. Cook”) and a general review of compensation practices for directors among peers, decided to adopt the following compensation arrangements: •For all non-employee directors, an annual cash retainer of $95,000; •For the Lead Independent Director of the Board, an additional annual cash fee of $30,000; •Committee chairs receive an additional annual cash fee of $20,000 for the Chair of the Audit & Finance Committee, $15,000 for the Chair of the Management Development & Compensation Committee, $10,000 for the Chair of the Governance & Nominating Committee and $10,000 for the Chair of the Environmental, Health, Safety and Sustainability Committee; and •For all non-employee directors, an annual equity award of $205,000 worth of restricted stock units valued on the date of each Annual Meeting of Stockholders, with restrictions lapsing on the earlier of the date of the next Annual Meeting of Stockholders or the first anniversary of the award date. All of the foregoing cash fees are based on a June 2023 through May 2024 service period and are paid quarterly in advance. In addition, non-employee directors are reimbursed for their out-of-pocket expenses incurred in connection with services as a director. As an employee of the Company, Mr. Loy receives no additional compensation for his service as a director.

  54. DIRECTOR NOMINATION PROCESS

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(3) | All Other Compensation ($)(4) | Total ($) | | James R. Anderson(2) | 94,182 | 237,377 | — | 331,559 | | Michael A. Bradley | 22,500 | — | 11,216 | 33,716 | | Rodney Clark | 101,250 | 205,014 | — | 306,264 | | James F. Gentilcore | 131,250 | 205,014 | — | 336,264 | | Yvette Kanouff | 93,750 | 205,014 | — | 298,764 | | James P. Lederer | 113,750 | 205,014 | — | 318,764 | | Paul L. H. Olson | 41,250 | — | — | 41,250 | | Dr. Azita Saleki-Gerhardt | 103,750 | 205,014 | — | 308,764 |

  55. DIRECTOR NOMINATION PROCESS

    (1)Bertrand Loy, the Company’s President, Chief Executive Officer and Chair of the Board of Directors, is not included in this table as he receives no compensation for his services as a director because he is an employee of the Company. Information with respect to compensation paid to Mr. Loy is included in the Summary Compensation Table under “Executive Compensation” below. (2)Mr. Anderson received a prorated cash retainer and equity award upon his appointment to the Board of Directors in February 2023. (3)Reflects the aggregate grant date fair value of awards of restricted stock units to each director during 2023, calculated in accordance with FASB ASC Topic 718, excluding estimated forfeitures. Each active director as of December 31, 2023 holds 2,849 outstanding unvested restricted stock units. (4)Reflects a retirement gift in consideration of Mr. Bradley’s significant contributions to the Company during his over two decades of service as a director. Stock Ownership Guidelines for Directors During 2023, the Board maintained stock ownership guidelines for non-employee directors to align director interests with those of Entegris stockholders. This alignment is a critical objective of the equity awards discussed above. Under these guidelines, each director is required to hold shares of Entegris common stock with a value equal to five times the annual cash retainer for directors generally in effect at the time of each annual determination. Determination of compliance with these guidelines is made as of January 15th of each year. Compliance is calculated based on the average of the prior calendar year’s month-end closing prices for Entegris common stock on the Nasdaq Stock Market. Shares of Entegris common stock that are owned by a director outright as well as vested deferred shares/units count towards compliance with these guidelines. Directors have five years following their initial election or appointment to the Board or the date on which the Stock Ownership Guidelines were adopted to achieve the minimum holding required by the guidelines. In addition, the Board maintains stock ownership guidelines for executive officers. For more information, please see the “Executive Compensation — Compensation Discussion & Analysis — Other Items — Stock Ownership Guidelines for Executive Officers” section of this Proxy Statement.

  56. DIRECTOR NOMINATION PROCESS

    | COMPENSATION AND CORPORATE SOCIAL RESPONSIBILITY In 2023, each of our named executive officers had CSR-focused performance goals to incentivize and drive the achievement of our CSR goals related to innovation, safety, personal development and inclusion or sustainability and against which their performance was measured. |

  57. DIRECTOR NOMINATION PROCESS

    | WHAT WE DO | WHAT WE DON’T DO | | Carefully structured benchmarking peer group with annual Management Development & Compensation Committee (“Compensation Committee”) review Annual say-on-pay advisory vote Adherence to a rigorous pay-for-performance philosophy in establishing program design and targeted pay levels for NEOs Independent Compensation Committee oversight Independent compensation consultant is hired by and reports to the Compensation Committee Annual report by the independent compensation consultant to the Compensation Committee on executive pay and performance alignment Stringent stock ownership guidelines maintained for directors and non-employee executive officers Clawback policy in place to deter executive officer misconduct and reclaim certain awards and incentives Change in control agreements require double-trigger for vesting | No guaranteed bonuses No material perquisites or other personal benefits to directors or executive officers Directors, executive officers, employees and consultants may not hedge, pledge or engage in speculative transactions of Company stock No plans that encourage excessive risk taking No excessive dilution through careful monitoring of burn rate and overhang No tax “gross-ups” agreements |

  58. DIRECTOR NOMINATION PROCESS

    Design and Structure of 2023 Executive Compensation Our Business and Our Compensation Philosophy The Company’s executive compensation policies are designed so that: (i) total compensation is tied to individual performance, (ii) total compensation will vary with the Company’s performance in achieving financial and other strategic objectives, and (iii) long-term incentive compensation is closely aligned with stockholders’ interests. Further, the Company’s executive compensation policies provide that the proportion of variable compensation increases as an employee’s level of responsibility increases so that compensation for senior executives is aligned more closely with the Company’s performance. For these reasons, the Company’s executive compensation policies prioritize pay-for-performance, competitive compensation, employee retention and alignment with stockholders’ interests. The overall objectives of the executive compensation policies are to: •attract, retain, motivate and reward high-caliber executives; •foster teamwork and support the achievement of Entegris’ financial and strategic goals through performance-based financial incentives; •promote the achievement of strategic objectives that lead to long-term growth in stockholder value; •encourage strong financial performance by establishing competitive goals for target performance and leveraging incentive programs through stock-based compensation; and •align the interests of executive officers with those of Entegris and its stockholders by making incentive compensation dependent upon Company performance. For 2023, the Compensation Committee, which is composed solely of independent non-employee directors, as described under “Corporate Governance” above, retained the services of the independent compensation advisory firm F.W. Cook to assist with the review and evaluation of the Company’s compensation policies and to suggest new or alternative compensation arrangements where appropriate. The use of an independent consultant provides additional assurance that our programs are reasonable and consistent with the Company’s objectives. The Compensation Committee selected F.W. Cook based on its national reputation as an expert in compensation practices, its industry knowledge, and its familiarity with the Company and its past compensation practices. F.W. Cook reports to and takes direction from the Compensation Committee. The assignment of projects by management to F.W. Cook requires the prior approval of the Compensation Committee. During 2023, F.W. Cook performed services solely for the Compensation Committee under its direction. In addition, in establishing its executive compensation policies for a given year, the Compensation Committee considers the results of the most recent stockholder advisory vote on executive compensation and determines whether any changes are appropriate. Components of 2023 Compensation The 2023 Entegris compensation program for senior executives, including the named executive officers, consisted of a number of elements that are summarized in the following table. Due to Entegris’ focus on short- and long-term incentive compensation, a meaningful portion of each executive officer’s target total direct compensation is dependent on the Company’s performance. Approximately 92% of the Chief Executive Officer’s target total direct compensation and an average of approximately 80% of the target total direct compensation for the other named executive officers was “variable,” i.e., dependent on the Company’s performance. In the graphics below, “fixed” compensation is composed of 2023 target base salary, while “variable” compensation is composed of 2023 target Entegris Incentive Plan (“EIP”) awards and 2023 annual long-term incentive compensation grants consisting of restricted stock units, stock options and performance share units.

  59. TOTAL DIRECT COMPENSATION

    | | CEO | Element | Description and Purpose of the Compensation Element | Fiscal Year 2023 Commentary | Other NEOs | | | | | 8% | Base Salary | Rewards core competence in the executive role relative to required skills, experience and contributions to the Company. Generally targeted at the median level, based on competitive market practice. | The Company awarded increases to the base salaries of the named executive officers during fiscal year 2023 to bring their base salaries into general alignment with the market median level, adjusted for executive-specific factors such as individual performance, job scope, retention risk and tenure. | | 20% | | | | 92% | | | | | | | | | | Short-Term Incentive Compensation | Rewards achievement of Company financial and operational performance criteria to: •Incentivize the achievement of annual financial performance metrics that will drive our long-term success; and •Incentivize achievement of pre-established business objectives. | In fiscal year 2023, the EIP awards were based on the Company’s performance with respect to Adjusted EBITDA as a percentage of net sales (weighted 50%) and on the achievement of specified key business objectives for the year (weighted 50% in the aggregate). | | | | | | | | | | | 80% | | | | | Long-Term Incentive Compensation | The Company awards its executive officers with time-vested restricted stock units and stock options, which both vest ratably over four years, and performance share units that provide the opportunity to earn shares of the Company based on the Company’s TSR as compared with the TSR achieved by the companies that comprise the Philadelphia Semiconductor Index over a three-year period. The purposes of our long-term incentive awards are to: •Promote executive ownership of our stock; •Promote retention of executives in a competitive labor market over the longer term; •Encourage management focus on critical performance metrics creating value for stockholders; and •Align the program with peer group and market practices, where appropriate. | No changes to the type and mix of long-term incentive awards were made for 2023. Named executive officers received time-vested restricted stock units (weighted 40%), time-vested stock options (weighted 30%) and PSUs (weighted 30%). | | | |

  60. OTHER COMPENSATION

    | Element | Description and Purpose of the Compensation Element | Fiscal Year 2023 Commentary | | Retirement Benefits | The Company provides both qualified and non-qualified tax-deferred retirement savings plans to: •Encourage employee long-term commitment to the Company; •Promote employee savings for retirement; and •Make total retirement benefits available to executives commensurate with other employees as a percentage of compensation. | In fiscal year 2023, following a review of market competitive benefit programs, the Company amended its 401(k) Plan for years beginning on or after January 1, 2024 in order to, among other things, increase the matching contribution to 100% of an employee’s contributions on the first 6% of eligible compensation, not to exceed the annual IRS limit. | | Welfare Benefits | Executives participate in employee benefit plans generally available to employees to provide a broad-based total compensation program designed to be competitive in the labor market. | In 2023, following a review of market competitive benefit programs, the Company made several changes to the welfare benefit programs generally available to all employees, which became effective on January 1, 2024. | | Perquisites | The Company provides no material perquisites to executive officers. | In 2023, there were no changes from historical practice. | | Change in Control Termination Benefits | Change in control agreements provide for “double-trigger” benefits and are designed to retain executives and provide continuity of management in the event of an actual or threatened change in control of the Company. | In 2023, there were no changes from historical practice. |

  61. OTHER COMPENSATION

    Compensation Decisions in 2023 Base Salary In general, base salary for each employee, including the named executive officers, is established based on the individual’s job responsibilities, performance and experience; the competitive environment; and executive-specific factors such as individual performance, job scope, retention risk and tenure. Each year, we survey the compensation practices of companies serving the semiconductor and other industries deemed relevant as well as general market pay practices for executives in the United States and in other countries in which we have significant employee populations in order to assess the competitiveness of the compensation we offer. In addition, for senior executives, including the named executive officers, the Compensation Committee evaluates base salary against corresponding compensation data from our peer group and national technology industry survey data scoped to the Company’s size. In fiscal year 2023, we continued to target base salary at the median of the peer group and survey reference points compiled by F.W. Cook, adjusted for executive-specific factors such as individual performance, job scope, retention risk and tenure. The percent changes in annual base salary from 2022 to 2023 for each of the named executive officers are reflected in the table below.

  62. OTHER COMPENSATION

    | Performance Metrics | Relation to Our Strategy | Incentive Programs Represented In | | Adjusted EBITDA as Percentage of Net Sales | The Compensation Committee believes that Adjusted EBITDA (defined as net income before interest income, interest expense, intangible amortization, depreciation, acquisition and integration costs, acquired inventory step-up amortization, restructuring costs, goodwill impairment, impairment on long-lived assets, deal and transaction costs, and gain or loss on sale of businesses, but excluding acquisition operating income, with income tax expense added back) as a percentage of net sales is an important measure of our performance because it measures our profitability and financial performance. Adjusted EBITDA is also a key financial metric that we use internally to measure ongoing financial performance. | Entegris Incentive Plan | | Revenue Growth in Excess of our Markets | The Compensation Committee believes that our organic business growth (defined as revenue growth excluding revenue from the first twelve months of our operation of acquired businesses, on a constant currency basis, over a market index based on wafer starts and semiconductor industry capital spending) provides a valuable measure of our financial performance relative to our primary industry. Because this metric measures growth relative to the semiconductor industry, it only rewards growth above the industry and is agnostic to general industry-wide growth. | Entegris Incentive Plan | | Inventory Velocity Improvement | The Compensation Committee believes that effectively managing our inventory levels is a key factor in achieving a robust operating cash flow and ensuring excellence in our supply chain management processes. | Entegris Incentive Plan | | On-Time Shipment Performance | The Compensation Committee believes that measuring our ability to meet our commitments when shipping products to our customers is an effective measure of operational excellence and customer service levels. | Entegris Incentive Plan | | Relative TSR | The Compensation Committee believes that TSR as compared with the TSR achieved by the companies that comprise the Philadelphia Semiconductor Index over a three-year period provides an important comparison of how well we are driving stockholder value compared to companies facing similar industry conditions and against which we compete for business, investors and employees. | Long-term incentive compensation |

  63. OTHER COMPENSATION

    Short-Term Incentive Compensation Entegris has, for a number of years, maintained a short-term variable incentive compensation program, the EIP, which provides for a potential cash award based upon the achievement of annual financial criteria and operating performance objectives in accordance with a sliding scale established by the Compensation Committee, with a fractional award for performance above the threshold level, a full award for target performance and a premium award of up to 200% of target for extraordinary performance. In addition to the financial criteria and operating performance objectives, awards under the EIP are conditioned on the Company achieving an operating profit.

  64. Performance Metrics and Weights

    Performance Metrics and Weights

  65. Performance Metrics and Weights

    | THE ENTEGRIS INCENTIVE PLAN | | | | | | Performance Measure | Threshold (0% of Target)(1) | Target(1) | Maximum (200% of Target)(1) | Weighting | | Adjusted EBITDA as a percentage of net sales(2) | 21% | 27% | 33% | 50% | | Revenue growth in excess of our markets(3)(4) | 3.0% | 4.5% | 6.0% | 15% | | Inventory velocity improvement(3)(5) | 18% | 21% | 25% | 25% | | On-time shipment performance(3)(6) | 80% | 88% | 95% | 10% |

  66. Performance Metrics and Weights

    (1)Linear interpolation applies for performance between levels. (2)The Pipeline and Industrial Materials (“PIM”) business was excluded from the calculation of Adjusted EBITDA for purposes of the EIP. (3)Excludes the divestitures occurring in 2023 (the Electronic Chemicals business and QED Technologies International, Inc.) and the PIM business (which was sold in Q1 2024). (4)Defined as revenue growth, excluding revenue from the first twelve months of our operation of acquired businesses, on a constant currency basis, over a market index based on wafer starts and semiconductor industry capital spending. (5)Inventory velocity improvement between the last quarter of 2023 versus the last quarter of 2022, defined as the improvement on days on hand levels of inventory, excluding certain divested businesses. (6)Defined as average number of on-time shipments during the last quarter of 2023. After the incentive pool is established, the Compensation Committee has the discretion to approve payments above or below the formula-based payout based on other factors deemed relevant, up to 200% maximum. The Compensation Committee has discretion to apply an ESG modifier to adjust the EIP upward or downward for performance against our corporate social responsibility and environmental, social and governance objectives.

  67. Performance Metrics and Weights

    | 2024 Proxy Statement | 45 |

  68. Actual Performance Under the 2023 Entegris Incentive Plan

    Actual Performance Under the 2023 Entegris Incentive Plan For 2023, the Compensation Committee approved an EIP payout of 88.4% of target. Mr. Woodland’s and Mr. Tison’s participation in the EIP was based on divisional (rather than corporate) performance, with payouts modified by the Compensation Committee in accordance with the EIP based on a review of the relative performance of their respective divisions.

  69. Actual Performance Under the 2023 Entegris Incentive Plan

    | Performance Measure | Threshold (0% of Target) | Target | Maximum (200% of Target) | Weighting | | Adjusted EBITDA as a percentage of net sales | | | | 50% | | Revenue growth in excess of our markets | | | | 15% | | Inventory velocity improvement | | | | 25% | | On-time shipment performance | | | | 10% |

  70. Final Payouts Under the 2023 Entegris Incentive Plan

    Final Payouts Under the 2023 Entegris Incentive Plan

  71. Final Payouts Under the 2023 Entegris Incentive Plan

    | Name | EIP Target as a Percent of Salary | Target EIP Award | | Actual EIP Award as Percent of Target | Actual EIP Award | | | Bertrand Loy | 130% | | $1,300,000 | 88.4% | | $1,149,200 | | Linda LaGorga(1) | 70% | | $243,658 | 88.4% | | $215,393 | | Daniel Woodland | 70% | | $371,000 | 89.7% | | $332,787 | | Susan Rice | 70% | | $332,500 | 88.4% | | $293,930 | | Joseph Colella | 60% | | $294,000 | 88.4% | | $259,896 | | Gregory B. Graves(2) | 85% | | $267,063 | 88.4% | | $236,084 | | Stuart A. Tison | 70% | | $315,000 | 82.5% | | $259,875 |

  72. Final Payouts Under the 2023 Entegris Incentive Plan

    (1)Ms. LaGorga’s Target EIP Award and Actual EIP Award amounts were prorated based on her May 15, 2023 start date. (2)Mr. Graves’ Target EIP Award and Actual EIP Award amounts were prorated based on his July 7, 2023 retirement date.

  73. Final Payouts Under the 2023 Entegris Incentive Plan

    | 46 | |

  74. Final Payouts Under the 2023 Entegris Incentive Plan

    Long-Term Incentive Compensation

  75. Target Equity Opportunities

    Target Equity Opportunities During 2023, executives and certain key employees were eligible to receive equity awards under the Entegris, Inc. 2020 Stock Plan, which is administered by the Compensation Committee. Restricted stock unit awards, stock option awards and performance share unit awards, as described below, were the three equity vehicles used by Entegris for long-term incentive (“LTI”) awards to executive officers during 2023.

  76. Target Equity Opportunities

    | Name (1) | 2023 Target Value of LTI Awards ($) | 2022 Target Value of LTI Awards ($) | | Bertrand Loy | $10,350,000 | $8,750,000 | | Daniel Woodland(2) | $1,200,000 | NA | | Susan Rice | $1,500,000 | $1,100,000 | | Joseph Colella | $1,450,000 | $1,200,000 | | Gregory B. Graves | $2,614,000 | $1,260,000 | | Stuart A. Tison | $1,000,000 | $775,000 |

  77. Forms of Equity Awarded in 2023

    Forms of Equity Awarded in 2023 The Compensation Committee believes that long-term incentive awards to executive officers, including the named executive officers, should be composed of a mixture of restricted stock units, stock options and performance share units. Accordingly, for 2023, the Compensation Committee approved equity awards for executive officers composed, as a percentage of the total annual grant value, of 40% restricted stock units, 30% stock options and 30% performance share units, which has been unchanged since 2015. The total annual grant value of long-term equity incentive awards granted to our named executive officers in 2023 approximated the market median, adjusted for executive-specific factors such as individual performance, job scope, retention risk and tenure. A description of the terms of each type of equity award and the reasons why the Compensation Committee believes each is an appropriate long-term incentive equity vehicle follows.

  78. Forms of Equity Awarded in 2023

    | 2024 Proxy Statement | 47 |

  79. Forms of Equity Awarded in 2023

    | | Restricted Stock Units | | Forty percent of the 2023 equity award to executive officers consisted of restricted stock units, with restrictions lapsing in four equal annual installments following the date of award. The award of restricted stock units is designed to enable the Company to retain executive officers and other key employees during turbulent economic times and in a competitive labor market. Non-executive employees receiving equity awards in 2023 received restricted stock units, with the restrictions lapsing ratably over four years in accordance with the foregoing schedule. | | | | Stock Options | | Thirty percent of the 2023 equity awards to executive officers consisted of stock options that vest in four equal annual installments following the date of grant and have a seven-year term. The Compensation Committee believes that the award of stock options is an effective mechanism to align the interests of our executive officers with those of Entegris stockholders, which is expected to lead to an increase in the long-term value of Entegris’ common stock. This is because stock options only provide value to the recipient if the price of the Company’s common stock appreciates, which creates a strong performance orientation consistent with our pay-for-performance philosophy. All stock options granted in 2023 were granted with an exercise price equal to the fair market value on the Nasdaq Stock Market of Entegris common stock on the date of grant. | | | | Performance Share Units | | Thirty percent of the 2023 equity awards to executive officers consisted of performance share units, which provide the opportunity to earn shares of the Company’s common stock based on the Company’s TSR as compared with the TSR achieved by the companies that comprise the Philadelphia Semiconductor Index over a three-year period following the date of award. At grant, each recipient received a target allocation of performance share units; the final number of shares which may be earned pursuant to such awards ranges from 0% to 200% of target. The number of shares actually earned at the end of the performance period is based on a pre-established payout curve, which provides for earnouts of 50%, 100% and 200% of target for performance at the 25th, 50th and 85th percentiles, respectively, with linear interpolation between such levels. No shares are earned for performance below the 25th percentile. If the Company’s absolute TSR is negative, then the maximum number of shares that may be earned is the target performance share allocation. Performance share units earned over the three-year performance period will be fully vested on the last day of the performance period and are settled as soon as practicable following certification of the number of shares earned by the Compensation Committee. The Compensation Committee included performance share units as a component of the 2023 long-term incentive award for executive officers because the Compensation Committee believes that relative TSR is an important metric for our stockholders’ evaluation of the Company’s performance against the performance of other companies. The performance share units thus create an additional alignment with stockholder interests through an objective performance metric. In addition, based on the Compensation Committee’s review of peer company market data, it believes that TSR-based performance share units frequently represent a significant portion of equity incentives used by companies that compete with us in attracting, hiring, motivating and retaining executives. | |

  80. Forms of Equity Awarded in 2023

    | 48 | |

  81. Payout for Performance Shares Awarded in 2021

    Payout for Performance Shares Awarded in 2021

  82. Payout for Performance Shares Awarded in 2021

    | In February 2024, with respect to the performance share units awarded in 2021, which had terms generally similar to those of the 2023 awards described above, the Compensation Committee certified that Entegris’ TSR during the period was approximately 13%, representing the 46th percentile versus companies in the Philadelphia Semiconductor Index, resulting in the vesting of shares at 92% of target. |

  83. TIMELINE OF PSUS

    TIMELINE OF PSUS

  84. TIMELINE OF PSUS

    | | 2021 | 2022 | 2023 | 2024 | 2025 | | 2021 PSU | Year 1 | Year 2 | Year 3 | | | | | 3-year relative TSR | | | | | | 2022 PSU | | Year 1 | Year 2 | Year 3 | | | | | 3-year relative TSR | | | | | 2023 PSU | | | Year 1 | Year 2 | Year 3 | | | | | 3-year relative TSR | | |

  85. Vesting Rules for Retirement

    Vesting Rules for Retirement Under the Company’s Rule of 70, if a grantee retires from the Company after providing at least five (5) years of consecutive service with Entegris, is at least fifty-five (55) years old as of the date of retirement and the years of service and age of the executive officer sum to at least seventy (70), then, subject to continued compliance with post-termination restrictive covenants and the execution and non-revocation of a release of claims in favor of Entegris, each outstanding and unvested (i) restricted stock unit will vest, for awards granted in 2022, as of the date of the qualifying retirement and, for awards granted following 2022, as of the original vesting dates, (ii) stock option will continue to vest and become exercisable in accordance with the regular time-based vesting schedule and (iii) performance share unit will remain outstanding and vest at the actual level of performance at the end of the applicable performance period. Procedures for Determining Compensation Executive Compensation Decision-Making Process

  86. Factors Considered by the Compensation Committee

    Factors Considered by the Compensation Committee The use of the compensation elements described above enables us to reinforce our pay-for-performance philosophy and to strengthen our ability to attract and retain high-quality executives. The Compensation Committee believes that this combination of compensation elements provides an appropriate mix of fixed and variable pay and achieves an appropriate balance between short-term financial and operational performance and long-term stockholder value creation. The Compensation Committee determines the amount of compensation under each component of executive compensation granted to the executive officers to emphasize performance-based compensation tied to financial metrics approved by the Compensation Committee and to achieve the appropriate balance between cash compensation and equity compensation, as well as to reflect the level of responsibility of the executive officer. There is no pre-established policy or target for the allocation between either cash and non-cash or short- and long-term incentive compensation. With respect to fiscal year 2023, the total compensation paid or awarded to the named executive officers included both short-term cash and equity-based long-term incentive compensation. When making compensation decisions, the Compensation Committee also looks at the target total direct compensation of our Chief Executive Officer and the other named executive officers relative to that provided to similarly situated executives based on a competitive market analysis provided by F.W. Cook. The Compensation Committee believes, however, that a benchmark should be a point of reference for measurement, but not the determinative factor for our executives’ target compensation. The purpose of the comparison is merely to supplement and not to supplant the analyses of internal pay equity, wealth accumulation potential and the individual performance of the executive officers that the Compensation Committee considers when making compensation decisions. Because the comparative compensation information is just one of the several analytical tools that are used in setting executive compensation, the Compensation Committee has discretion in determining whether to use this information and/or the nature and extent of its use.

  87. Evaluation of Compensation against External Data

    Evaluation of Compensation against External Data The Compensation Committee evaluates our executive compensation programs against a group of publicly traded companies that comprise our executive compensation benchmarking peer group. Data from a broader range of companies is also used for insight into general compensation trends and to supplement the compensation peer group when necessary. For each of our NEOs, the Compensation Committee evaluated each element of target total direct compensation (the sum of base salary, target annual incentive and grant date value of long-term incentives) and set target total direct compensation for the NEOs at the market median, adjusted for executive-specific factors such as individual performance, job scope, retention risk and tenure. In mid-2022, the Compensation Committee, working with F.W. Cook, reviewed and revised the peer group to align the peer median market capitalization more closely with that of Entegris and to ensure that the peer group size measures continued to be appropriately aligned with Entegris, particularly following the acquisition of CMC Materials. To this end, the following changes were made to the compensation peer group for 2023: AMETEK, Inc., Keysight Technologies, Inc., KLA Corporation, Marvell Technology, Inc., SolarEdge Technologies, Inc., Trimble Inc., and Zebra Technologies Corporation were added to the peer group and Ashland Inc., CMC Materials, Inc., Hexcel Corporation, National Instruments, Wolfspeed, Inc. and Xilinx, Inc. were removed from the peer group. The revised 18-company peer group shown below was approved by the Compensation Committee to inform its decisions with respect to target total direct compensation levels for 2023:

  88. Evaluation of Compensation against External Data

    This group was selected from companies operating in similar or related industries with median revenues, EBITDA and market capitalizations approximating those of the Company. The graphic below illustrates the Company’s position relative to its peer group with respect to these metrics at the time the peer group was selected in mid-2022. The Compensation Committee selected peer companies in the same or related industries on the basis of these metrics because it believes that they are commonly used to compare the relative size of companies. Information concerning the compensation practices of these companies was drawn from their proxy statements or other public filings. The Compensation Committee annually reviews the peer group with the assistance of F.W. Cook to ensure that it remains appropriate.

  89. Evaluation of Compensation against External Data

    | POSITIONING OF ENTEGRIS RELATIVE TO PEER GROUP | | |

  90. Risk Assessment with Respect to Compensation Policies and Practices

    The individual participant balances in the 401(k) Plan and the SERP reflect a combination of: (1) the annual amount contributed by the Company or by the employee to the 401(k) Plan and the SERP; (2) the amounts being invested at the direction of the employee (the same investment choices are available to all participants); and (3) the continuing reinvestment of the investment returns until the accounts are paid out. This means that similarly situated employees, including the named executive officers, may have materially different account balances because of a combination of these factors. See the “Non-Qualified Deferred Compensation Table” below for more information on account balances and earnings under the SERP for the named executive officers. Other Items Stock Ownership Guidelines for Executive Officers The Company maintains stock ownership guidelines for its executive officers, including the named executive officers, in order to ensure the continuation of the close alignment of the interests of those executive officers who are elected by the Board with those of Entegris stockholders. This alignment is a critical objective of the long-term incentive compensation discussed above. The guidelines provide that the Company’s executive officers attain and maintain beneficial ownership of Entegris stock at the levels indicated in the below table. Determination of compliance with these guidelines is made as of January 31st of each year. For purposes of the stock ownership guidelines, beneficial ownership of Entegris stock includes direct holdings, holdings by immediate family members, shares held in 401(k) and employee stock ownership plans, unvested shares of restricted stock and restricted stock units. For purposes of complying with these guidelines, shares of the Company’s common stock that executive officers have the right to acquire through the exercise of stock options (whether or not vested) and unearned performance share units are not included as shares owned by such executive officer.

  91. Yvette Kanouff

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(5) ($) | Option Awards(6) ($) | Non-Equity Incentive Plan Compensation(7) ($) | All Other Compensation(8) ($) | Total ($) | | Bertrand Loy | 2023 | 1,000,000 | — | 8,027,272 | 3,105,097 | 1,149,200 | 124,121 | 13,405,690 | | President, Chief Executive Officer and | 2022 | 1,000,000 | — | 6,847,314 | 2,625,240 | 1,448,750 | 149,843 | 12,071,147 | | Chair of the Board of Directors | 2021 | 981,250 | — | 5,323,172 | 2,190,407 | 1,920,000 | 84,053 | 10,498,881 | | Linda LaGorga(1) | 2023 | 317,308 | — | 2,483,722 | 899,942 | 215,393 | 231,081 | 4,147,446 | | Senior Vice President and | | | | | | | | | | Chief Financial Officer | | | | | | | | | | Daniel Woodland | 2023 | 530,000 | 500,000(4) | 930,423 | 360,270 | 332,787 | 51,170 | 2,704,650 | | Senior Vice President and President, | 2022 | 264,192 | — | 2,399,933 | — | 210,867 | 26,996 | 2,901,988 | | Materials Solutions | | | | | | | | | | Susan Rice | 2023 | 468,750 | — | 1,163,190 | 450,203 | 293,930 | 48,617 | 2,424,690 | | Senior Vice President, | 2022 | 441,250 | — | 860,581 | 330,198 | 417,240 | 50,530 | 2,099,799 | | Global Human Resources | 2021 | 411,250 | — | 583,009 | 240,364 | 464,800 | 33,488 | 1,732,911 | | Joseph Colella | 2023 | 471,250 | — | 1,124,379 | 435,169 | 259,896 | 38,232 | 2,328,926 | | Senior Vice President, General Counsel, | 2022 | 387,500 | — | 938,820 | 360,105 | 288,591 | 35,195 | 2,010,211 | | Chief Compliance Officer and Secretary | | | | | | | | | | Gregory B. Graves(2) | 2023 | 328,462 | — | 2,027,158 | 784,333 | 236,084 | 47,970 | 3,424,007 | | Former Executive Vice President and | 2022 | 600,000 | — | 1,643,437 | 629,967 | 600,942 | 73,685 | 3,548,031 | | Chief Financial Officer | 2021 | 565,000 | — | 1,385,169 | 570,343 | 775,200 | 51,589 | 3,347,301 | | Stuart A. Tison(3) | 2023 | 442,500 | — | 1,205,256 | 574,499 | 259,875 | 39,496 | 2,521,626 | | Former Senior Vice President and | | | | | | | | | | President, Specialty Chemicals and Engineered Materials | | | | | | | | |

  92. Yvette Kanouff

    | Year1 | Summary Compensation Table Total for PEO2 ($) | Compensation Actually Paid to PEO3 ($) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers2 ($) | Average Compensation Actually Paid to Non-PEOs Named Executive Officers4 ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ in Millions) | Adjusted EBITDA as a Percentage of Net Sales6 | | | | | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return5 ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | 13,405,690 | 32,727,950 | 2,925,224 | 4,304,294 | 243.04 | 238.72 | 180.7 | 26.7% | | 2022 | 12,071,147 | (14,955,812) | 4,032,331 | (1,180,462) | 132.44 | 142.94 | 208.9 | 29.7% | | 2021 | 10,498,881 | 28,998,082 | 2,531,346 | 6,304,090 | 278.79 | 219.50 | 409.1 | 30.4% | | 2020 | 10,185,801 | 30,833,487 | 2,032,973 | 6,664,122 | 192.83 | 153.66 | 295.0 | 29.2% |

  93. COMPENSATION ACTUALLY PAID VS. TSR (COMPANY TSR & PEER GROUP TSR)

    COMPENSATION ACTUALLY PAID VS. TSR (COMPANY TSR & PEER GROUP TSR)

  94. COMPENSATION ACTUALLY PAID VS. NET INCOME

    COMPENSATION ACTUALLY PAID VS. NET INCOME

  95. COMPENSATION ACTUALLY PAID VS. NET INCOME

    | 2024 Proxy Statement | 67 |

  96. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES Entegris and Philadelphia Semiconductor Index TSR The following graphic compares the cumulative total stockholder return (“TSR”) on our common stock from December 31, 2019 through December 31, 2023 with the cumulative total return of the Philadelphia Semiconductor Index, assuming $100 was invested at the close of trading December 31, 2019 in our common stock and the Philadelphia Semiconductor Index and that all dividends are reinvested. Tabular List of Financial Performance Measures Entegris considers the following to be the most important financial performance measures it uses to link actual compensation paid to its NEOs, for 2023, to Company performance. •Relative TSR •Revenue Growth in excess of our markets •Adjusted EBITDA as a Percentage of Net Sales •Inventory Velocity Improvement •On-time Shipment Performance

  97. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

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  98. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    | PROPOSAL 3 Approval of the Entegris, Inc. 2024 Employee Stock Purchase Plan (ESPP) | | | | The Board recommends that the stockholders vote FOR the approval of the ESPP. |

  99. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    The stockholders of the Company are being asked to approve the Entegris, Inc. 2024 Employee Stock Purchase Plan (the “ESPP”). The Board has approved the ESPP, subject to the approval of the stockholders of the Company. If approved by the Company’s stockholders, the ESPP will serve as the successor to the Company’s Amended and Restated Employee Stock Purchase Plan (the “Prior ESPP”) and will become effective immediately following the last purchase date made under the offering period in effect under the Prior ESPP, and no additional shares of common stock may be purchased under the Prior ESPP after the date the ESPP becomes effective. The ESPP is a broad-based plan that provides employees of the Company and certain designated subsidiaries and affiliates with the opportunity to become Company stockholders through voluntary periodic contributions that are applied towards the purchase of common stock of the Company (referred to herein as “shares”) at a discount from the then-current market price on the Nasdaq Stock Market. The Prior ESPP was adopted by the Board on February 25, 2016. The Prior ESPP currently authorizes the purchase of up to 6,000,000 shares, of which 898,676 shares remain available for purchase as of March 8, 2024. The Board believes that the continued ability to offer this type of program is an important recruiting and retention tool for the Company to attract, motivate and retain the talented employees and officers needed for our success. In addition, the ESPP encourages stock ownership by employees and aligns the interests of employees and stockholders. If approved by the stockholders, a total of 1,700,000 shares, plus the number of shares that were not issued under the Prior ESPP as of the date the ESPP becomes effective, will be made available for purchase under the ESPP. The total number of shares available for purchase under the ESPP should be sufficient to meet expected purchases under the ESPP over the next ten years, depending on the Company’s share price on the Nasdaq Stock Market and enrollment in the ESPP. Approval of Proposal 3 requires the affirmative vote of a majority of the voting power of the shares of Entegris common stock present at the Annual Meeting in person or represented by proxy and entitled to vote. The Board recommends that our stockholders vote FOR the approval of the ESPP. Summary of Material Provisions of the ESPP The principal features of the ESPP are summarized below, but the summary is qualified in its entirety by reference to the full text of the ESPP. A copy of the ESPP is attached to this Proxy Statement as Appendix B and is incorporated herein by reference. For purposes of this Proposal 3, “Administrator” means the Compensation Committee or, subject to applicable laws, a subcommittee of the Compensation Committee or one or more of the Company’s officers or management team or other persons appointed by the Board or the Compensation Committee to administer the ESPP. General The purchase rights granted under the ESPP are intended to be treated as either (i) for U.S. participants, granted under an “employee stock purchase plan,” as that term is defined in Section 423 of the Code (a “423 Offering”), or (ii) for non-U.S. participants, granted under an employee stock purchase plan that is not subject to the requirements of Section 423 of the Code (a “Non-423 Offering”). The Administrator has discretion to grant purchase rights under either a 423 Offering or a Non-423 Offering. Shares Subject to ESPP and Adjustments upon Changes in Capitalization A total of 2,598,676 shares, which is an aggregate number of shares equal to the sum of (i) 1,700,000 shares, plus (ii) the number of shares that are reserved for issuance under the Prior Plan, but have not been issued as of the date the ESPP becomes effective, will be initially authorized and reserved for issuance under the ESPP. Such shares may be authorized but unissued shares, treasury shares or shares purchased on the open market. If any purchase right granted under the ESPP terminates for any reason without having been exercised, the shares not purchased under such purchase right shall again become available for issuance under the ESPP.

  100. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    | 2024 Proxy Statement | 69 |

  101. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    In the event of certain capitalization events affecting the shares subject to the ESPP or subject to any purchase right after the date the ESPP is adopted by the Board, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, will, in such manner as it may deem equitable, adjust the number and class of shares that may be delivered under the ESPP, the purchase price per share, the class and the number of shares covered by each purchase right under the ESPP that has not yet been exercised, and any limitations related to shares imposed under the ESPP. Eligibility Generally, any individual who is an employee providing services to the Company or a designated subsidiary or affiliate on a given enrollment date is eligible to participate in the ESPP and may participate by submitting a subscription form to the Company under procedures specified by the Administrator. However, the Administrator, in its discretion may determine on a uniform basis for an offering period that employees will not be eligible to participate if they: (i) are not employed by the Company or a designated subsidiary or affiliate on the first day of the month preceding the month during which the offering begins, (ii) customarily work 20 hours or less per week, (iii) customarily work five months or less per calendar year, or (iv) are an officer or subject to the disclosure requirements of Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended. An individual is not eligible if they are performing services for the Company or a designated subsidiary or affiliate under an independent contractor or consulting agreement. A participant’s enrollment election will remain in effect for subsequent offering periods unless modified in accordance with the terms of the ESPP or unless the participant’s participation in the ESPP terminates due to a withdrawal or termination of employment. As of March 8, 2024, approximately 7,800 employees, including all twelve (12) executive officers, were eligible to participate in the ESPP if the subsidiaries for whom such employees work were designated by the Administrator as participating subsidiaries under the ESPP. No employee is eligible for the grant of any purchase rights under the ESPP if, immediately after such grant, the employee would own shares possessing 5% or more of the total combined voting power or value of all classes of shares of the Company or of any subsidiary of the Company (including any shares which such employee may purchase under all outstanding purchase rights), nor will any employee be granted purchase rights under a 423 Offering to buy more than $25,000 worth of shares (determined based on the fair market value of the shares on the date the purchase rights are granted) under the ESPP in any calendar year such purchase rights are outstanding. Eligible employees who are citizens or resident of a jurisdiction outside the United States may be excluded from participation in the ESPP if their participation is prohibited under local laws or if complying with local laws would cause a 423 Offering to fail to qualify under Section 423 of the Code. In the case of a Non-423 Offering, eligible employees may be excluded from participation in the ESPP or an offering if the Administrator has determined that participation of such eligible employees is not advisable or practicable for any reason. Offering Periods Initially, the ESPP will be implemented by consecutive offering periods with a new offering period commencing on the first trading date of the relevant offering period and terminating on the last trading date of the relevant offering period. Unless and until the Compensation Committee determines otherwise in its discretion, each offering period will consist of one six (6)‑month purchase period, which will run simultaneously with the offering period. The Administrator will have the authority to establish additional or alternative sequential or overlapping offering periods, multiple purchase periods within an offering period, or a different duration of offering periods with respect to future offerings, provided that no offering period may have a duration that exceeds 27 months. Contributions The ESPP permits participants to purchase shares through contributions (in the form of payroll deductions or otherwise to the extent permitted by the Administrator). Initially, up to a maximum of 10% of a participant’s “compensation” (as defined in the ESPP) may be contributed by participants toward the purchase of shares during each offering period. During any offering period, a participant may not increase the rate of their contributions and may only decrease the rate of their contributions one time; provided that a participant may decrease the rate of their contributions to zero at any time. The Administrator has the authority to establish different limits on the amount of compensation that may be contributed to the ESPP or different limits on changes to the rate of contributions.

  102. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

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  103. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    Purchase of Shares Each purchase right will be automatically exercised on the applicable purchase date, and shares will be purchased on behalf of each participant by applying the participant’s contributions for the applicable purchase period to the purchase of shares (including fractional shares) at the purchase price in effect for that purchase date. Purchase dates will occur on the last trading day of each purchase period. The maximum number of shares purchasable per participant on any single purchase date shall not exceed a number of shares equal to the quotient of (i) the excess, if any, of (A) $25,000 over (B) the fair market value (determined on the first day of the relevant offering period) of any shares previously acquired by the participant on any purchase date during the same calendar year of the relevant offering period, divided by (ii) the fair market value (determined on the first day of the relevant offering period), subject to adjustment in the event of certain changes in the Company’s capitalization. Unless otherwise determined by the Administrator, or as otherwise required under applicable laws, a fractional share will be purchased for a participant if the participant's accumulated contributions are not sufficient to purchase one or any other full number of shares. Unless otherwise determined by the Administrator, any other funds left over in a participant’s account after the purchase date will be returned to the participant as soon as administratively practicable without interest (unless otherwise required by applicable laws). No participant will have any voting, dividend or other stockholder rights with respect to the shares subject to any purchase right granted under the ESPP until such shares have been purchased and delivered to the participant as provided in the ESPP. Purchase Price Subject to adjustment in the event of certain changes in the Company’s capitalization, the purchase price per share at which shares are purchased on each purchase date will be equal to 85% of the lesser of the fair market value of the shares (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the purchase period), rounded up to the nearest cent. For this purpose, “fair market value” generally means the closing price of the Company's shares on the applicable date on the Nasdaq Stock Market. The Administrator has authority to establish a different purchase price for any 423 Offering or Non-423 Offering, provided that the purchase price applicable to a 423 Offering complies with the provisions of Section 423 of the Code. As of March 8, 2024, the closing price of the Company’s shares on the Nasdaq Stock Market was $140.01. Administration The ESPP will be administered by the Compensation Committee or, subject to applicable laws, a subcommittee of the Compensation Committee or one or more of the Company’s officers management team or such other persons or group of persons appointed by the Board or the Compensation Committee to administer the day-to-day operations of the ESPP. Subject to the terms of the ESPP, the Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the ESPP, designate separate offerings under the ESPP, designate subsidiaries and affiliates as participating in the 423 Offering and the Non-423 Offering to determine eligibility, adjudicate all disputed claims filed under the ESPP, and establish such procedures that it deems necessary or advisable for the administration of the ESPP. The Administrator is also authorized to adopt rules and procedures that vary with applicable local requirements outside the United States. Non-U.S. Sub-Plans The Administrator also has the authority to adopt such sub-plans as are necessary or appropriate to permit the participation in the ESPP by employees who are non-U.S. nationals or employed outside the United States. Such sub-plans may vary the terms of the ESPP, other than with respect to the number of shares reserved for issuance under the ESPP, to accommodate the requirements of local laws and procedures for non-U.S. jurisdictions. Transferability Purchase rights granted under the ESPP are not transferable by a participant other than by will or by the laws of descent and distribution, and are exercisable during the participant’s lifetime only by the participant.

  104. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    | 2024 Proxy Statement | 71 |

  105. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    Withdrawals A participant may withdraw from an offering period and receive a refund of contributions by submitting the appropriate written or electronic notice in the form determined by the Administrator. The withdrawal notice may be submitted up to fifteen (15) calendar days prior to a purchase date to take effect for the respective purchase period, or by such other date as may be determined by the Administrator in advance of an offering period. If the participant has properly withdrawn from the ESPP, all of the participant’s contributions credited will be paid to such participant as soon as administratively practicable without interest (unless otherwise required by local law) after receipt of the withdrawal notice and the participant’s purchase right for the respective offering period will be automatically terminated. No further contributions for the purchase of shares will then be made for that offering period. Termination of Employment If a participant ceases to be an eligible employee prior to a purchase date, contributions for the participant will be discontinued and any amounts credited to the participant’s account will be refunded, without interest, as soon as administratively practicable, except as otherwise provided by the Administrator. Dissolution or Liquidation In the event of a proposed dissolution or liquidation of the Company, any offering period then in progress will be shortened by setting a new purchase date immediately prior to such proposed dissolution or liquidation, unless provided otherwise by the Administrator. Change in Control In the event of a “Change in Control” (as defined in the ESPP), each outstanding purchase right will be equitably adjusted and assumed or an equivalent purchase right substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the Change in Control does not include or result in a successor corporation or the successor corporation refuses to assume or substitute for any purchase right, the offering period will be shortened by setting a new purchase date, unless provided otherwise by the Administrator. Amendment and Termination of ESPP The ESPP will become effective immediately following the final purchase date under the Prior Plan, assuming the ESPP is approved by stockholders prior to such time. The Administrator, in its sole discretion, may amend, suspend or terminate the ESPP, or any part thereof, at any time and for any reason. Unless the Administrator terminates the ESPP earlier, the ESPP will remain in effect until all shares reserved under the ESPP have been distributed. If the ESPP is terminated, the Administrator, in its discretion, may elect to terminate all outstanding offering periods either immediately or upon completion of the purchase of shares on the next purchase date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit offering periods to expire in accordance with their terms. If the offering periods are terminated prior to expiration, all contributions then credited to participants’ accounts that have not been used to purchase shares will be returned to the participants (without interest, except as otherwise required under applicable laws) as soon as administratively practicable. U.S. Federal Income Tax Information The following summary briefly describes the general U.S. federal income tax consequences of participation in the ESPP for participants who are tax resident in the United States, current as of April 2024, but is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply, and does not address any local, state or other country laws. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the ESPP should consult their own professional tax advisors regarding the taxation of purchase rights under the ESPP. The discussion below concerning tax deductions that may become available to the Company under U.S. federal tax law is not intended to imply that the Company will necessarily obtain a tax benefit or asset from those deductions. Taxation of equity-based payments in countries other than the United States does not generally correspond to U.S. federal tax laws, and is not covered by the summary below.

  106. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

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  107. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    423 Offerings Rights to purchase shares granted under a 423 Offering are intended to qualify for favorable federal income tax treatment available to purchase rights granted under an employee stock purchase plan which qualifies under the provisions of Section 423(b) of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the ESPP are sold or otherwise disposed of. If the shares are disposed of within two years from the purchase right grant date (i.e., the beginning of the offering period) or within one year from the purchase date of the shares, a transaction referred to as a “disqualifying disposition,” the participant will realize ordinary income in the year of such disposition equal to the difference between the fair market value of the shares on the purchase date and the purchase price. The amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date. If the shares purchased under the ESPP are sold (or otherwise disposed of) more than two years after the purchase right grant date and more than one year after the shares are transferred to the participant, then the lesser of (i) the excess of the sale price of the shares at the time of disposition over the purchase price, and (ii) the excess of the fair market value of the shares as of the purchase right grant date over the purchase price (determined as of the first day of the offering period) will be treated as ordinary income. If the sale price is less than the purchase price, no ordinary income will be reported. The amount of any such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be long-term capital gain or loss. The Company (or applicable subsidiary or affiliate) generally will be entitled to a deduction in the year of a disqualifying disposition equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to the satisfaction of any tax reporting obligations. In other cases, no deduction is allowed. Non-423 Offerings If the purchase right is granted under a Non-423 Offering, then the amount equal to the difference between the fair market value of the shares on the purchase date and the purchase price will be treated as ordinary income at the time of such purchase. In such instances, the amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date. The Company (or applicable subsidiary or affiliate) generally will be entitled to a deduction in the year of purchase equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to the satisfaction of any tax-reporting obligations. For U.S. participants, FICA/FUTA taxes will generally be due in relation to ordinary income earned as a result of participation in a Non-423 Offering. New Plan Benefits The benefits to be received pursuant to the ESPP by the Company’s officers and employees are not currently determinable as participation in the ESPP is voluntary and at the discretion of each employee, and because the benefits to be received will depend on the purchase price of the shares in offering periods after the implementation of the ESPP, the market value of the shares on various future dates, the amount of contributions that eligible officers and employees elect to make under the ESPP and similar factors. As of the date of this Proxy Statement, no officer or employee has been granted any purchase rights under the ESPP.

  108. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    | 2024 Proxy Statement | 73 |

  109. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    | PROPOSAL 4 Ratification of Selection of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 | | | | The Board recommends that the stockholders vote FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |

  110. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    KPMG LLP (“KPMG”), the Company’s independent registered public accounting firm, has reported on the Company’s consolidated financial statements for the years ended December 31, 2023, 2022 and 2021 and for previous fiscal years. The Audit & Finance Committee selected KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Representatives of KPMG are expected to be able to make a statement at the Annual Meeting if they wish to do so and to respond to appropriate stockholder questions. The engagement agreement entered into with KPMG for fiscal year 2024 is subject to mediation and arbitration procedures as the sole method for resolving disputes. Ratification of the selection of the Company’s independent registered public accounting firm is not required to be submitted to a vote of the stockholders of the Company. The Sarbanes-Oxley Act of 2002 requires the Audit & Finance Committee to be directly responsible for the appointment, compensation and oversight of the audit work of the independent registered public accounting firm. However, the Board is submitting this matter to the stockholders for ratification as a matter of good corporate governance. If the selection of KPMG is not ratified by a majority of the votes cast by the stockholders entitled to vote at the Annual Meeting, the Audit & Finance Committee will reconsider whether to retain KPMG, and may retain that firm or another firm without re-submitting the matter to the Company’s stockholders. Even if stockholders vote in favor of ratification of the appointment, the Audit & Finance Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and the stockholders. Representatives of KPMG regularly attend meetings of the Audit & Finance Committee. The Audit & Finance Committee pre-approves and reviews audit and non-audit services performed by KPMG as well as the fees charged by KPMG for such services. In its pre-approval and review of non-audit service fees, the Audit & Finance Committee considers, among other factors, the possible effect of the performance of such services on the auditors’ independence. To avoid potential conflicts of interest in maintaining auditor independence, publicly traded companies are prohibited from obtaining certain non-audit services from its independent registered public accounting firm. In 2023, 2022 and 2021, we did not obtain any of these prohibited services from KPMG. Entegris uses other accounting firms for these types of non-audit services. For additional information concerning the Audit & Finance Committee and its activities with KPMG, see “Corporate Governance” and “Report of the Audit & Finance Committee” herein. Annual Evaluation and Selection of Independent Registered Public Accounting Firm The Audit and Finance Committee annually evaluates the performance of the Company’s independent registered public accounting firm and determines whether to recommend re-engagement of the current independent registered public accounting firm or consider other audit firms. In connection with its selection of KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024, the Audit and Finance Committee considered several factors, including, but not limited to, the following: •KPMG’s independence, objectivity, and professional skepticism; •overall quality of the audit and efficiency of services provided; •KPMG’s depth, technical expertise and regional capabilities; •KPMG’s knowledge of the Company’s global operations and industry, accounting policies and practices, and internal control over financial reporting; •sufficiency of resources dedicated to the audit; •quality and effectiveness of communication with the Audit and Finance Committee and management; and •the appropriateness of KPMG’s fees, taking into account the size and complexity of the Company and the resources necessary to perform the audit.

  111. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    | 74 | |

  112. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    Additionally, the Audit and Finance Committee considers the benefits of longer auditor tenure and the controls and processes that ensure continued auditor independence. The Audit and Finance Committee believes the benefits of longer tenure include: •enhanced audit quality associated with deep institutional knowledge; •competitive fees that can be achieved due to the independent auditors’ familiarity with the Company, including our operations, accounting policies and practices and internal control over financial reporting; and •the avoidance of incremental time and costs that would be incurred in the engagement of new independent auditors. The Audit and Finance Committee also considers the following controls and processes that ensure the continued independence of KPMG: •oversight by the Audit and Finance Committee, including regular executive sessions; •limits on non-audit services, including pre-approval for all audit and permissible non-audit services; •KPMG’s internal independence process, including periodic internal reviews and partner rotations, where it rotates its lead audit engagement partner every five years; •when there is a partner rotation, the Audit and Finance Committee interviews proposed candidates and selects the lead audit engagement partner; and •a robust regulatory framework, including periodic PCAOB inspections, peer reviews, and PCAOB and SEC oversight. Based on this evaluation, the Audit and Finance Committee believes that engaging KPMG to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 is in the best interests of the Company and its stockholders. Audit Fees Aggregate fees for professional services rendered for the Company by KPMG for the fiscal years ended December 31, 2023 and 2022 were:

  113. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    | Service | 2023 ($) | 2022 ($) | | Audit Fees | $5,175,000 | $4,953,000 | | Audit-Related Fees | 36,000 | 386,000 | | Tax Fees | 824,000 | 797,000 | | All Other Fees | 25,000 | 0 | | Total | $6,060,000 | $6,136,000 |

  114. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    | 2024 Proxy Statement | 75 |

  115. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    The Audit services for the years ended December 31, 2023 and 2022 consisted of professional services rendered for the integrated audit of the Company’s consolidated financial statements and its internal control over financial reporting, as required by the Sarbanes-Oxley Act of 2002; the statutory audits of certain of the Company’s foreign subsidiaries; the review of the Company’s interim consolidated financial statements in quarterly reports to the SEC; incremental audit services in connection with our acquisitions of CMC Materials; and the services normally provided by the independent registered public accounting firm in connection with statutory and regulatory filings with the SEC. The fees for Audit-Related services for the year ended December 31, 2023 were for monthly Taiwan capital audits and for the year ended December 31, 2022, such fees were for comfort letters in connection with the issuance of our senior secured notes due 2029 and our senior unsecured notes due 2030. The fees for Tax services for the years ended December 31, 2023 and 2022 were for services related to tax compliance, tax planning and tax advice for the Company. The fees for All Other services for the year ended December 31, 2023 were for human resources consultation services and for the year ended December 31, 2022, there were none. The charter of the Audit & Finance Committee requires the pre-approval of all non-audit services before any such non-audit services are performed for the Company. The charter of the Audit & Finance Committee is posted on the Company’s web site http://www.Entegris.com under “About Us – Investors – Corporate Governance”. The Audit & Finance Committee adopted pre-approval policies and procedures with respect to audit and permissible non-audit services (“Services”). Under this policy, Services must receive either a general pre-approval or a specific pre-approval by the Audit & Finance Committee. The grant of a general pre-approval of Services is limited to identified Services that have been determined not to impair the independence of the independent registered public accounting firm and must include a maximum fee level for the Services approved. A request for specific pre-approval must include detailed information concerning the scope of the Services and the fees to be charged. The policy also provides for a special delegation of pre-approval authority to the Chair of the Audit & Finance Committee where the commencement of Services is required prior to the next scheduled meeting of the Audit & Finance Committee and it is impractical to schedule a special meeting; any such pre-approval by the Chair is subject to review by the full Audit & Finance Committee. All of the fees listed as paid for 2023 and 2022 in the table above received pre-approval by the Company’s Audit & Finance Committee. Report of the Audit & Finance Committee As of February 7, 2024, the Audit & Finance Committee is composed of three members and acts under a written charter adopted by the Board of Directors. The members of the Audit & Finance Committee meet the standards of independence applicable to members of audit committees that are set forth in the Audit & Finance Committee Charter, the Nasdaq Stock Market, Inc. Marketplace Rules and Rule 10A-3 under the Exchange Act. The Audit & Finance Committee reviewed the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2023 and discussed these consolidated financial statements with the Company’s management. Management is responsible for the Company’s internal controls and the financial reporting process. Management represented to the Audit & Finance Committee that the Company’s consolidated financial statements had been prepared in accordance with accounting principles generally accepted in the United States. The Audit & Finance Committee selected KPMG LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023, which selection was ratified by the stockholders at the 2023 Annual Meeting of Stockholders. The Company’s independent registered public accounting firm is responsible for performing an audit of the Company’s consolidated financial statements in accordance with auditing standards generally accepted in the United States and to issue a report on those financial statements. More specifically, the Audit & Finance Committee reviews, evaluates, and discusses with the Company’s management and with the independent registered public accounting firm, the following matters: •the plan for, and report of the independent registered public accounting firm on, each audit of the Company’s consolidated financial statements; •the Company’s financial disclosure documents, including all financial statements and reports filed with the SEC or sent to stockholders; •changes in the Company’s accounting practices, principles, controls or methodologies; •significant developments or changes in accounting rules applicable to the Company; and •the adequacy of the Company’s internal controls and accounting, financial and auditing personnel and the areas of risk that could impact the Company’s business.

  116. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    | 76 | |

  117. COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES

    The Audit & Finance Committee also reviewed and discussed with KPMG LLP the Company’s audited consolidated financial statements for 2023 and the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. These rules require the Company’s independent registered public accounting firm to discuss with the Company’s Audit & Finance Committee, among other things, the following: •methods to account for significant unusual transactions; •the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; •the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditors’ conclusions regarding the reasonableness of those estimates; and •any disagreements with management over the application of accounting principles, the basis for management’s accounting estimates and the disclosures in the consolidated financial statements. KPMG LLP also provided the Audit & Finance Committee with the written disclosures and the letter required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit & Finance Committee concerning independence. The PCAOB requires auditors annually to disclose in writing all relationships that in the auditor’s professional opinion may reasonably be thought to bear on independence, confirm their perceived independence and engage in a discussion of independence. The Audit & Finance Committee discussed with KPMG LLP the matters disclosed in this communication and that firm’s independence from Entegris. The Audit & Finance Committee also considered whether the provision of the audit-related and tax services to Entegris by KPMG LLP, which are referred to under PROPOSAL 4 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024 above, is compatible with maintaining such auditors’ independence and concluded that KPMG LLP met the specified independence standards. Based on its discussions with management and KPMG LLP, and its review of the representations and information provided by management and KPMG LLP, the Audit & Finance Committee recommended to the Company’s Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. In performing all of these functions, the Audit & Finance Committee acted only in an oversight capacity. The members of the Audit & Finance Committee necessarily relied on the information, opinions, reports and statements presented to them by Entegris management, which has the primary responsibility for the Company’s consolidated financial statements and reports. The members of the Audit & Finance Committee also relied on the work and assurances of KPMG LLP, who in their report express an opinion on the Company’s consolidated financial statements. Accordingly, while the Audit & Finance Committee recommended to the Company’s Board of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as described above, the foregoing oversight procedures do not assure that management has maintained adequate financial reporting processes and controls, that the consolidated financial statements are accurate, or that the audit would detect all inaccuracies or flaws in the Company’s consolidated financial statements. The information in this report of the Audit & Finance Committee shall not be deemed to be “soliciting material” “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act and is not incorporated by reference into any filings of the Company with the SEC, irrespective of any general incorporation language contained in any such filing. AUDIT & FINANCE COMMITTEE (1) James P. Lederer, Chair