DEF 14A of Entegris Inc
Filed Mar 23, 2026 · FY20250001101302-26-000054
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| • | Base Salary | • | Annual Incentive | • | Restricted Stock Units ("RSUs") | • | Stock Options | • | Performance Share Units ("PSUs") |
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| 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 |
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| PROPOSAL 3 Ratification of Selection of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 | | | | | 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, 2026. | See pages 82-85 for further information. |
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| PROPOSAL 4 Amendments to our Amended and Restated Certificate of Incorporation to Eliminate Supermajority Requirements | | | | | The Board recommends that the stockholders vote FOR the amendments to our Amended and Restated Certificate of Incorporation described in Proposal 4. | See pages 86-87 for further information. |
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| PROPOSAL 5 Management Proposal Regarding Stockholders’ Right to Call Special Meetings of Stockholders | | | | | The Board recommends that the stockholders vote FOR this advisory proposal regarding the right of stockholders owning a combined 25% of our outstanding common stock to call a special meeting of stockholders. | See pages 88-90 for further information. |
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| PROPOSAL 6 Stockholder Proposal Regarding Stockholders’ Right to Call Special Meetings of Stockholders | | | | | The Board recommends that the stockholders vote AGAINST this stockholder proposal regarding the right of stockholders owning a combined 10% of our outstanding common stock to call a special meeting of stockholders. | See pages 91-92 for further information. |
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| PROPOSAL 1 Election of Directors | | | | The Board recommends that the stockholders vote FOR each of the nominees. |
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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. Majority Voting for Directors The Company’s by-laws provide that, in an uncontested director election, a director-nominee will be elected only if the number of votes cast “for” the nominee exceeds the number of votes cast “against” the nominee. Directors are elected by a plurality vote in any “contested” election, which is defined as an election where the number of nominees exceeds the number of directorships to be filled. The by-laws prohibit the Board from nominating for election (or filling a vacancy or newly created directorship with) any candidate who has not agreed in advance to submit an irrevocable resignation that would take effect upon (a) the failure to receive the required majority vote for re-election in the next election, and (b) the Board’s acceptance of such resignation. The by-laws impose a similar requirement on director-nominees nominated by stockholders. All nominees for election as director listed above have agreed to tender such a resignation. If an incumbent director does not receive the required vote for re-election, the Governance & Nominating Committee will make a recommendation to the Board as to whether to accept the director’s resignation. The Board will consider this recommendation and determine, within 90 days after certification of the election results, whether to accept the director’s resignation and will promptly disclose its decision (including the reasons underlying the decision) in a filing with the SEC.
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Our Governance Practices As part of Entegris’ commitment to high ethical standards, the Board follows sound governance practices that it believes are widespread in the industry. These practices, which are summarized below, are described in more detail beginning on page 17 of this Proxy Statement.
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| Annual election of all directors by majority voting Directors not elected by a majority of votes cast are subject to the Company’s resignation policy Mandatory retirement at age 75 Annual “say on pay” advisory vote No “poison pill” Our by-laws provide for “proxy access” by stockholders 6 of 8 director nominees are independent Fully independent Board committees Executive sessions are held at each regularly scheduled Board meeting without management Independent registered public accounting firm and internal auditor meet regularly with Audit & Finance Committee without management present Annual Board and committee self-evaluations Lead Independent Director Active Board oversight of risk and risk management, including cybersecurity risks Stringent stock ownership requirements for executive officers and directors Directors and executive officers are prohibited from hedging and pledging Company stock Code of business ethics that applies to our officers, directors, employees, contractors and agents Commitment to corporate social responsibility matters, including sustainability |
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Director Skills and Experience The director nominees possess a broad range of qualifications and skills that facilitate strong oversight of our management and strategy.
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| | | | | | | | | | | | | 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 4/8 Experience as a current or former CEO of a publicly listed company. | | | | | | | | | | | 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. | | | | | | | | |
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Director Nominees
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| | Rodney Clark | Independent Director | | | | Age: 56 Director Since: 2021 PRINCIPAL OCCUPATION: Retired 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 | |
BACKGROUND
BACKGROUND 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. From January 2024 until December 2025, he served as Senior Vice President, Partnerships and Small & Medium Business at Cisco Systems, Inc. (“Cisco”), a global networking technology company. In this role, he was responsible for Cisco’s global ecosystem of partners, enabling Cisco and its partners to 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 and 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 (“Microsoft”). 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.
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.)
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| | James F. Gentilcore | Lead Independent Director | | | | Age: 73 Director Since: 2013 PRINCIPAL OCCUPATION: Retired Chairman and Chief Executive Officer, PQ Corporation | Committees: | Audit & Finance Management Development & Compensation Environmental, Health, Safety & Sustainability | | | | SERVICE ON OTHER PUBLIC COMPANY BOARDS: Pontem Corporation (2020-2023) | |
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 the Chief Operating Officer of Brooks Automation Inc. (“Brooks”), a provider of semiconductor manufacturing automation solutions, and as the 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.
QUALIFICATIONS
QUALIFICATIONS Mr. Gentilcore’s over 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.
EDUCATION
EDUCATION Drexel University (B.Sc.) Lehigh University (M.B.A.)
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| | Yvette Kanouff | Independent Director | | | | Age: 60 Director Since: 2021 PRINCIPAL OCCUPATION: Partner, JC2 Ventures | Committees: | Audit & Finance Management Development & Compensation (Chair) | | | | SERVICE ON OTHER PUBLIC COMPANY BOARDS: Amdocs, Ltd. (since 2020) Science Applications International Corp. (since 2019) Sprinklr, Inc. (since 2018) | |
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).
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. She also received an honorary doctorate degree from University of Central Florida in 2025. University of Central Florida (B.S., M.S.)
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| | James P. Lederer | Independent Director | | | | Age: 65 Director Since: 2015 PRINCIPAL OCCUPATION: Retired Executive Vice President, Qualcomm Technologies, Inc. | Committees: | Governance & Nominating Management Development & Compensation | | | | SERVICE ON OTHER PUBLIC COMPANY BOARDS: Lattice Semiconductor Corporation (since 2018) | |
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.
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.)
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| | Bertrand Loy | | | | | Age: 60 Director Since: 2012 PRINCIPAL OCCUPATION: Executive Chair, Entegris, Inc. | Committees: | None | | | | SERVICE ON OTHER PUBLIC COMPANY BOARDS: Harvard Bioscience, Inc. (2014-June 2025) | |
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 served as our President and Chief Executive Officer, from November 2012 until August 2025 and currently serves as our Executive Chair. He has been a director since November 2012 and the 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 Corporation (“Mykrolis”), a semiconductor filtration 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 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.
QUALIFICATIONS
QUALIFICATIONS Having served as the Company’s Chief Executive Officer for over 12 years, 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 and in international business. 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.)
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| | Mary Puma | Independent Director | | | | Age: 68 Director Since: 2024 PRINCIPAL OCCUPATION: Retired President and Chief Executive Officer of Axcelis Technologies, Inc. | Committees: | Audit & Finance (Chair) Management Development & Compensation | | | | SERVICE ON OTHER PUBLIC COMPANY BOARDS: Penguin Solutions, Inc. (since July 2023) Ciena Corporation (since August 2023) Allegro Microsystems, Inc. (since October 2023) Axcelis Technologies, Inc. (2005-May 2024) Nordson Corporation (2021-November 2023) | |
QUALIFICATIONS
Ms. Puma is an executive with extensive management and leadership experience in the semiconductor and technology industries. From January 2002 until May 2023, Ms. Puma served as president and chief executive officer of Axcelis Technologies, Inc., having served as Axcelis’ president and chief operating officer from May 2000 until January 2002. From 1996 until 2000, Ms. Puma served in several senior management roles at Eaton Corporation. Prior to joining Eaton, Ms. Puma spent 15 years in various marketing and general management positions for General Electric Company. From July 2005 until May 2025, she served as a member of the board of SEMI, a global association providing industry stewardship and promoting the interests of the global electronics supply chain, serving as the chair of the board from December 2022 until May 2025.
QUALIFICATIONS
QUALIFICATIONS Through her role as chief executive officer of Axcelis for over 20 years, Ms. Puma brings to the Board a keen understanding of the critical role suppliers play within the semiconductor ecosystem. At Axcelis, Ms. Puma gained significant experience leading a technology company serving an international market and managing risk at an enterprise level. This experience enables her to provide expertise in strategic and operational leadership, governance, business planning and international business and share critical insight into the requirements of semiconductor equipment manufacturers.
EDUCATION
EDUCATION Tufts University (B.A.) MIT Sloan School of Management (M.S.)
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| | David Reeder | | | | | Age: 51 Director Since: 2024 PRINCIPAL OCCUPATION: President and Chief Executive Officer, Entegris, Inc. | Committees: | None | | | | SERVICE ON OTHER PUBLIC COMPANY BOARDS: Alphawave IP Group plc (September 2023-December 2025) | |
EDUCATION
Mr. Reeder is an executive with extensive experience leading global semiconductor and technology companies, bringing a unique combination of financial and operational leadership experience to our Board. He became president and CEO of Entegris in August 2025, having served as a member of our board of directors since March 2024. Most recently, Mr. Reeder 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 as well as critical functions including operations, supply chain, procurement and IT. 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 leadership roles at Cisco, Broadcom and Texas Instruments Incorporated.
QUALIFICATIONS
QUALIFICATIONS Mr. Reeder brings to the Board more than 20 years of executive leadership experience in the semiconductor and technology industries, including insight into capital allocation, financial and operational strategies as the Company continues to scale. Based on his experience, Mr. Reeder also provides strategic guidance on customer engagement, technology roadmaps, product development, operational excellence and supply chain management. He possesses deep finance and accounting expertise, including direct involvement in and supervision of the preparation and certification of financial statements as a public company chief financial officer.
EDUCATION
EDUCATION University of Arkansas (B.S.) Southern Methodist University (M.B.A.)
EDUCATION
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EDUCATION
| | Dr. Azita Saleki-Gerhardt | Independent Director | | | | Age: 62 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 | |
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.
QUALIFICATIONS
* RSUs valued on the date of each Annual Meeting of Stockholders, with restrictions lapsing on the earlier of the date of the subsequent Annual Meeting of Stockholders or the first anniversary of the award date. All of the foregoing cash fees are based on a June 2025 through May 2026 service period and are paid quarterly in arrears. 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. Mr. Reeder received compensation for the period of the year he served as a non-executive director. As of August 18, 2025, he forfeited his 2025 annual equity award and any further cash payments as a result of his appointment as President and Chief Executive Officer of the Company. Director Deferred Compensation Plan Non-employee directors may defer all or a portion of their director fees paid and/or all or a portion of their annual equity award under the Entegris, Inc. Board of Directors Deferred Compensation Plan. Non-employee directors may choose from several investment options for cash fee deferrals. We credit such deferred amounts with investment gains or losses until the non-employee director retires from the Board or until the occurrence of certain other events. Deferred equity awards must be invested in Company stock.
QUALIFICATIONS
| Name(1) | Fees Earned or Paid in Cash(3) ($) | Stock Awards Granted(4) ($) | Total ($) | | Rodney Clark | 86,250 | 210,004 | 296,254 | | James F. Gentilcore | 112,201 | 210,004 | 322,205 | | Yvette Kanouff | 87,799 | 210,004 | 297,803 | | James P. Lederer | 78,750 | 210,004 | 288,754 | | Mary Puma | 89,891 | 210,004 | 299,895 | | Dr. Azita Saleki-Gerhardt | 86,250 | 210,004 | 296,254 | | David Reeder(2) | 52,649 | 210,004 | 262,653 |
QUALIFICATIONS
(1)Bertrand Loy, the Company’s Executive Chair and former President and Chief Executive Officer, 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)Reflects compensation received by Mr. Reeder through August 18, 2025, at which time he assumed the role of President and Chief Executive Officer of the Company and subsequently forfeited his stock awards granted in 2025 and ceased receiving cash compensation in consideration of his services as a director. (3)Reflects cash fees paid in fiscal year 2025. Beginning with the June 2025 service period, director fees are paid in arrears. In prior years, fees were paid in advance. As a result, the figures in this column show payment for three quarters of service. (4)Reflects the aggregate grant date fair value of awards of RSUs to each director during 2025, calculated in accordance with FASB ASC Topic 718, excluding estimated forfeitures. As of December 31, 2025, each active independent director holds 2,897 outstanding unvested RSUs. Directors may choose to defer receipt of stock awards described in this footnote under the Entegris, Inc. Board of Directors Deferred Compensation Plan. During fiscal year 2025, Ms. Kanouff deferred all 2,897 shares. Stock Ownership Guidelines for Directors During 2025, 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.
QUALIFICATIONS
| Role of the Compensation Consultant | 59 | | Peer Group Benchmarking | 59 | | OTHER COMPENSATION | 61 | | Benefits | 61 | | Personal Benefits | 61 | | Retirement Plans | 62 | | COMPENSATION GOVERNANCE PRACTICES | 62 | | Risk Assessment with Respect to Compensation Policies and Practices | 62 | | Equity Award Grant Practices | 63 | | Stock Ownership Guidelines for Executive Officers | 63 | | Anti-Hedging and Pledging Policy | 64 | | Clawback Policy | 64 | | Insider Trading Policy | 64 | | MANAGEMENT DEVELOPMENT & COMPENSATION COMMITTEE REPORT | 64 | | Management Development & Compensation Committee Interlocks and Insider Participation | 65 |
QUALIFICATIONS
| 2025 CEO Compensation | | | | Base Salary | $1,000,000 | Effective August 18, 2025 | | Annual Bonus (EIP) | 120% | Mr. Reeder’s 2025 bonus opportunity was prorated to reflect the portion of the fiscal year he was employed by the Company. | | Initial Awards | | | | New Hire Cash Sign-On Award | $410,000 | In recognition of certain benefits Mr. Reeder forfeited from his prior employer as a result of accepting the Company’s offer of employment, Mr. Reeder received a cash sign-on bonus of $410,000, with 50% payable shortly following Mr. Reeder’s start date and 50% payable on April 1, 2026, subject to his continued employment or service with the Company on the payment date, and subject further to repayment under certain circumstances, including if Mr. Reeder resigns without Good Reason (as defined in Mr. Reeder’s Executive Change in Control Termination Agreement) before the first anniversary of his start date. | | Initial Equity Award (comprised of sign-on equity award and annual equity award) | $11,100,000 | Approximately $7,000,000 sign-on equity award that partially compensated Mr. Reeder for the substantial equity awards he forfeited from his prior employer as a result of his acceptance of the Company’s offer of employment. Approximately $4,100,000 2025 annual equity award, reflecting a prorated amount of a full-year annual equity award covering the portion of the fiscal year he was employed by the Company. The initial equity awards consisted of 40% time-based restricted stock units, 30% stock options and 30% performance share units (assuming target performance), in each case on substantially the same vesting schedule, terms and conditions applicable to awards granted to the other executive officers of the Company during its annual equity grant cycle in April 2025. |
QUALIFICATIONS
| Executive Chair Compensation | | | | Base Salary | $800,000 | Effective August 18, 2025 | | Annual Bonus (EIP) | 105% | Mr. Loy’s 2025 bonus opportunity was prorated to reflect the portion of the year he served as President and Chief Executive Officer and the portion of the yearh he served as Executive Chair, based on the salary and target bonus percentages in effect during such periods. For 2026, Mr. Loy will have a bonus opportunity equal to 105% of his base salary. | | 2026 Long-Term Incentives | $5,825,000 | Mr. Loy will receive an annual long-term incentive grant in the equity award mix and with vesting terms that generally apply to the CEO for the 2026 equity award cycle, except that if Mr. Loy’s employment is terminated due to his “retirement” or by the Company without “cause”, a pro-rata portion of the award will continue to vest pursuant to the vesting schedule set forth in the applicable award agreement. The proration factor will be determined by dividing (x) the number of days Mr. Loy served as Executive Chair during 2026 by (y) 365. |
QUALIFICATIONS
| Topics of Interest | Our Response | | Increasing PSU weighting to 50% or more of the annual LTI award vehicle mix to enhance the pay-for-performance orientation of the executive compensation program | Beginning in 2026, we will increase the PSU weighting from 30% to 60% for our CEO and from 30% to 50% for other senior executives. | | Support for more balance in the PSU program by adding a financial PSU metric, linked to, among other items, paying down debt, which is an investor focal point | We will add a free cash flow margin metric to our PSU vesting conditions starting with the 2026-2028 performance period. Free cash flow margin will be measured over the full 3-year period and will be weighted at 50% of the PSU grant value, alongside relative TSR, which will continue to compare Entegris’ performance to the Philadelphia Semiconductor Index, an industry-specific index. | | Use of stock options as performance‑based compensation and overall equity mix and dilution | We will eliminate stock options from the executive LTI equity award mix beginning in 2026, rebalanced toward PSUs and time‑based RSUs, and remain committed to annually monitoring and benchmarking share usage and fully-diluted overhang, which approximates the peer median. |
QUALIFICATIONS
| The Committee’s annual executive compensation program review process | We reiterated to investors the robustness of the Committee’s annual review of our executive compensation programs to align with market, company financial results and our pay-for-performance philosophy. As examples of our rigorous executive compensation program, we highlighted the following decisions made and actions taken by the Committee in 2025: •Keeping Mr. Loy’s target Total Direct Compensation while he was still CEO unchanged from 2024 •Approval of below target short- and long-term incentive payouts •Conducted the annual review of our compensation peer group and made numerous changes to ensure alignment with Entegris’ size and industry | | CEO transition and onboarding | This Proxy Statement includes comprehensive disclosure on the Board’s CEO selection process and transition support, and we committed to providing further updates on the CEO transition in meetings with stockholders. | | Leadership transition pay determination | As detailed in this Proxy Statement, the Committee conducted a comprehensive market review when determining the appropriate pay levels for Mr. Reeder and Mr. Loy upon their appointments to CEO and Executive Chair, respectively. Mr. Reeder’s ongoing target TDC at hire was set at the peer median and below Mr. Loy’s target TDC in his final full year as CEO. In addition, no inducement equity awards were made in connection with Mr. Reeder’s hiring; only awards that were a partial “make whole” for compensation forfeited at his prior employer issued as 40% time-based restricted stock units, 30% stock options and 30% performance share units with substantially the same vesting schedule, terms and conditions applicable to awards granted to the other executive officers of the Company during its annual equity grant cycle in April 2025. Mr. Loy’s annualized target TDC as Executive Chair was materially reduced from his pay as CEO and aligned with market median practice for similar transitions. |
QUALIFICATIONS
| • | Base Salary | • | Target Annual Incentive | • | Restricted Stock Units ("RSUs") | • | Stock Options | • | Performance Share Units ("PSUs") |
QUALIFICATIONS
| 2025 SHORT-TERM INCENTIVE PAYOUT | | | | | | | | | | | | | | | Adjusted EBITDA Margin | + | | Revenue Growth in excess of our markets | + | | Free Cash Flow Margin | + | | Customer Experience | = | Overall Payout | | | | | | | | | | | | | | Result: 69.0% Payout | | Result: 35.2% Payout | | | Result: 0.0% Payout | | | Result: 15.6% Payout | | | Result: 18.2% Payout | | | | | PSUs (2023 - 2025 Performance Period) | | | | | | | | | | | | | | 45th percentile | | | | | VS. | | | Philadelphia Semiconductor Index | | | | | | Payout of 90% | | | | | | | | | | | | |
QUALIFICATIONS
| COMPENSATION AND CORPORATE SOCIAL RESPONSIBILITY In 2025, 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 and/or sustainability and against which their performance was measured. Performance relative to their individual goals was used in setting the total direct compensation of our NEOs. |
QUALIFICATIONS
| 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 |
QUALIFICATIONS
Design and Structure of 2025 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. Components of 2025 Compensation The 2025 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 2025 target base salary, while “variable” compensation is composed of 2025 target Entegris Incentive Plan (“EIP”) awards and 2025 annual long-term incentive compensation grants consisting of RSUs, stock options and PSUs. Table percentages exclude Mr. Loy’s compensation as Executive Chair.
TOTAL TARGET DIRECT COMPENSATION
| | CEO | Element | Description and Purpose of the Compensation Element | Fiscal Year 2025 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 2025 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 2025, the EIP awards were based on the Company’s performance with respect to Adjusted EBITDA Margin (weighted 50%), Revenue Growth (weighted 25%), Free Cash Flow Margin (weighted 15%), and Customer Experience (weighted 10%). | | | | | | | | | | | 80% | | | | | Long-Term Incentive Compensation | The Company awards its executive officers with time-vested RSUs and stock options, which both vest ratably over four years, and PSUs 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 2025. Named executive officers received time-vested RSUs (weighted 40%), time-vested stock options (weighted 30%) and PSUs (weighted 30%). Following a comprehensive design review of Entegris’ long-term incentive program, beginning with equity awards made in 2026, the program has been updated to: •Increase weighting of PSUs to 60% for the CEO and 50% for all other NEOs; •Discontinue granting stock options; •Include Free Cash Flow Margin as a PSU metric, weighted at 50%; •Amend RSU schedule to provide 25% vesting after the first year and 75% vesting in quarterly installments over the following three years. | | | |
OTHER COMPENSATION
| Element | Description and Purpose of the Compensation Element | Fiscal Year 2025 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 2025, there were no changes from historical practice. | | 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 2025, there were no changes from historical practice. | | Perquisites | The Company provides no material perquisites or other personal benefits to directors or executive officers. | In 2025, 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 2025, there were no changes from historical practice. |
OTHER COMPENSATION
Compensation Decisions in 2025 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, the Compensation Committee evaluates named executive officers’ 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 2025, we continued to target base salary at the median of the peer group and survey reference points compiled by FW Cook, adjusted for executive-specific factors such as individual performance, job scope, retention risk and tenure. The percent changes in annual base salary from 2024 to 2025 for each of the named executive officers are reflected in the table below.
OTHER COMPENSATION
| Performance Metrics | Relation to Our Strategy | Incentive Programs Represented In | | Adjusted EBITDA Margin | The Compensation Committee believes that Adjusted EBITDA Margin (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 revenue) 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 revenue 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 based on independent external third-party data) 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 | | Free Cash Flow Margin | The Compensation Committee believes that Free Cash Flow Margin is an important measure to balance capital efficiency and growth and to enable debt repayment. Free Cash Flow Margin is defined as Free Cash Flow divided by U.S. GAAP Revenue, each as reported in the Company’s Form 10-K, with Free Cash Flow defined as U.S. GAAP Operating Cash Flow minus U.S. GAAP Capital Expenditures, plus cash received from government grants and incentives. | Entegris Incentive Plan | | Customer Experience | The Compensation Committee believes that monitoring customer experience through various comprehensive measures is an effective measure of operational excellence and customer service levels. In 2025, Customer Experience was measured for our top eight customers using five equally weighted metrics: On-Time Shipping, Customer Scorecard, Customer Product Change Notifications, Customer Complaint Responsiveness, and Customer Complaint per 1,000 Shipments. | Entegris Incentive Plan | | Relative TSR | The Compensation Committee believes that Company 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 |
OTHER COMPENSATION
Short-Term Incentive Compensation Overview 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. The EIP is administered by, and all awards are made at the discretion of, the Compensation Committee. The target incentive compensation payments to our named executive officers, as a percentage of base salary, approximated the median of target incentive compensation payments of the market data, adjusted for executive-specific factors such as individual performance, job scope, retention risk and tenure. Under this plan, with respect to 2025, an incentive pool is established based upon the level of the attainment of financial and operational objectives established by the Compensation Committee. For 2025, the Compensation Committee continued to place significant prominence on key strategic objectives to drive focus on key priorities, including increasing free cash flow to pay down debt that was incurred in connection with the acquisition of CMC Materials and improve our service levels with our customers.
OTHER COMPENSATION
Target Bonus Opportunities The Compensation Committee set the following target bonus opportunities for the NEOs in 2025:
OTHER COMPENSATION
| Performance Measure | Threshold (0% of Target) | Target | Maximum (200% of Target) | Weighting | Payout by Metric(1) | | Adjusted EBITDA margin | | | | 50% | 35.2% | | Revenue growth in excess of our markets | | | | 25% | 0.0% | | Free cash flow margin | | | | 15% | 15.6% | | Customer experience | | | | 10% | 18.2% | | | Total Weighted Payout | | | | 69.0% |
OTHER COMPENSATION
(1)Mr. Reeder’s Target EIP Award and Actual EIP Award amounts were prorated based on his August 18, 2025 start date. (2)Mr. Loy’s EIP Target as a Percent of Salary, Target EIP Award and Actual EIP Award amounts were prorated to reflect the portion of 2025 he served as President and Chief Executive Officer and the portion of 2025 he served as Executive Chair. Long-Term Incentive Compensation Equity Award Changes for 2026 Following a comprehensive design review of Entegris’ long-term incentive program and taking into account feedback received from our stockholders, the Compensation Committee has committed to several changes to our long-term incentive compensation structure, beginning with the 2026 annual equity award grants, to more closely align our executive compensation program to achievement of Company performance targets and key strategic objectives, consistent with market practice.
OTHER COMPENSATION
| Equity Vehicle Mix | Increase weighting of PSUs and eliminate the use of stock options. | | | | | | CEO | | Other NEOs | | | | PSU | RSU | PSU | RSU | | | | | | | | Addition of PSU Metric | Add 3-year Free Cash Flow Margin as new metric, weighted at 50%, focusing leadership on the Company’s commitment to disciplined growth, capital efficiency and long-term financial health. | | | | | RSU Vesting Schedule | RSU awards will vest over the course of four years, with 25% vesting after the first year and 75% vesting in quarterly installments over the following three years. | | | |
OTHER COMPENSATION
Target Equity Opportunities During 2025, 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. RSU awards, stock option awards and PSU awards, as described below, were the three equity vehicles used by Entegris for Long-Term Incentive (“LTI”) awards to executive officers during 2025.
OTHER COMPENSATION
| Name | 2025 Target Value of LTI Awards ($) | 2024 Target Value of LTI Awards ($) | | David Reeder(1) | $11,100,000 | N/A | | Bertrand Loy | $11,650,000 | $11,650,000 | | Linda LaGorga | $2,300,000 | $2,000,000 | | Susan Rice | $1,650,000 | $1,600,000 | | Joseph Colella | $1,600,000 | $1,500,000 | | Daniel Woodland | $1,450,000 | $1,400,000 |
OTHER COMPENSATION
(1)Mr. Reeder received an initial award upon appointment to President and Chief Executive Officer on August 18, 2025. Approximately $7,000,000 was attributable to sign-on equity that partially compensated Mr. Reeder for the substantial equity awards he forfeited from his prior employer and approximately $4,100,000 was attributable to his 2025 annual equity award, reflecting a prorated amount of a full-year annual equity award covering the portion of the fiscal year he was employed by the Company. Forms of Equity Awarded in 2025 The Compensation Committee believes that long-term incentive awards to executive officers, including the named executive officers, should be majority performance-based. Accordingly, for 2025, the Compensation Committee approved equity awards for executive officers composed, as a percentage of the total annual grant value, of 40% RSUs, 30% stock options and 30% PSUs, which has been unchanged since 2015. The total annual grant value of long-term equity incentive awards granted to our named executive officers in 2025 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.
OTHER COMPENSATION
| | Restricted Stock Units | | Forty percent of the 2025 equity award to executive officers consisted of RSUs, with restrictions lapsing in four equal annual installments following the date of award. The award of RSUs is designed to enable the Company to retain executive officers and other key employees during turbulent economic times and in a competitive labor market. | | | | Stock Options | | Thirty percent of the 2025 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. All stock options granted in 2025 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. While the Compensation Committee has traditionally considered stock options to be performance-based awards, considering feedback from stockholders, the Compensation Committee decided to no longer grant stock options, beginning with the 2026 annual equity awards. | | | | Performance Share Units | | Thirty percent of the 2025 equity awards to executive officers consisted of PSUs, 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 start of the calendar year of the grant date of the award. At grant, each recipient received a target allocation of PSUs; 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 following the three-year performance period is negative, then the maximum number of shares that may be earned is the target performance share allocation. The PSUs fully vest after the third anniversary of the grant date and are settled following the certification of the number of shares earned by the Compensation Committee. The Compensation Committee included PSUs as a component of the 2025 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 PSUs 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 PSUs frequently represent a significant portion of equity incentives used by companies that compete with us in attracting, hiring, motivating and retaining executives. | |
PERFORMANCE SHARE VESTING MATRIX
PERFORMANCE SHARE VESTING MATRIX
PERFORMANCE SHARE VESTING MATRIX
| ● | Maximum if TSR is negative |
Payout For Performance Shares Awarded In 2023
Payout For Performance Shares Awarded In 2023
Payout For Performance Shares Awarded In 2023
| In January 2026, with respect to the PSUs awarded in 2023, which had terms generally similar to those of the 2025 awards described above, the Compensation Committee certified that Entegris’ TSR during the period was approximately 44%, representing the 45th percentile versus companies in the Philadelphia Semiconductor Index, resulting in the vesting of shares at 90% of target. |
TIMELINE OF PSUS
TIMELINE OF PSUS
TIMELINE OF PSUS
| | 2023 | 2024 | 2025 | 2026 | 2027 | | 2023 PSU | Year 1 | Year 2 | Year 3 | | | | | 3-year relative TSR | | | | | | 2024 PSU | | Year 1 | Year 2 | Year 3 | | | | | 3-year relative TSR | | | | | 2025 PSU | | | Year 1 | Year 2 | Year 3 | | | | | 3-year relative TSR | | |
TIMELINE OF PSUS
How We Make Executive Compensation Decisions 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 2025, 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 FW 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.
TIMELINE OF PSUS
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TIMELINE OF PSUS
Role of the Compensation Consultant For 2025, 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 FW 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 FW 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. FW Cook reports to and takes direction from the Compensation Committee. The assignment of projects by management to FW Cook requires the prior approval of the Compensation Committee. During 2025, FW 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. Peer Group Benchmarking 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 target 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.
2025 Peer Group
2025 Peer Group In mid-2024, the Compensation Committee, working with FW Cook, reviewed the peer group to ensure that size measures continue to be appropriately aligned with Entegris. Following the review, no changes were made to the compensation peer group for 2025. The 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 2025:
2025 Peer Group
| Albemarle Corporation AMETEK, Inc. Celanese Corporation Coherent Corp. Graco Inc. Keysight Technologies, Inc. | KLA Corporation Marvell Technology, Inc. MKS Instruments, Inc. Monolithic Power Systems, Inc. Nordson Corporation Qorvo, Inc. | Skyworks Solutions, Inc. SolarEdge Technologies, Inc. Teledyne Technologies Incorporated Teradyne, Inc. Trimble Inc. Zebra Technologies Corporation |
2025 Peer Group
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-2024. 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.
2025 Peer Group
| 2026 Proxy Statement | 59 |
2025 Peer Group
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 FW Cook to ensure that it remains appropriate.
POSITIONING OF ENTEGRIS RELATIVE TO 2025 PEER GROUP
POSITIONING OF ENTEGRIS RELATIVE TO 2025 PEER GROUP (1)Reflects estimated revenue and EBITDA based on analyst consensus per S&P Capital IQ as of May 31, 2024 when the peer 2025 group was approved. (2)As of May 31, 2024, as considered by the Compensation Committee when the 2025 peer group was approved. Based upon the Compensation Committee’s review of the compensation arrangements discussed below, the compensation levels of the above peer companies, general market pay practices for executives and its assessments of individual and corporate performance, the Compensation Committee believes that the Company’s executive compensation policies for 2025 were appropriate. While executive officers, principally the Senior Vice President, Global Human Resources & Corporate Communications, worked closely with the Compensation Committee and with FW Cook to design Entegris’ compensation programs for 2025, the Compensation Committee ultimately decides which policies to adopt and directs and approves the design of all compensation programs as well as the specific compensation paid to each of the named executive officers (other than for the Chief Executive Officer). Discussions concerning Chief Executive Officer compensation are conducted between FW Cook and the Compensation Committee without executive officer involvement.
2026 Peer Group
2026 Peer Group During the Compensation Committee’s standing review of the peer group in mid-2025, the Committee reviewed and revised the peer group to align the peer median market capitalization more closely with that of Entegris and to ensure the peer group size measures continued to be appropriately aligned with Entegris. As a result, the following changes were made: •Companies Removed: KLA Corporation and SolarEdge Technologies, Inc. •Companies Added: Avantor, Inc., Donaldson Company, Inc., Element Solutions Inc., and Sensata Technologies Holding plc The revised 20-company peer group was subsequently used to evaluate and make decisions regarding Mr. Reeder’s compensation when he was appointed President and Chief Executive Officer in August 2025:
2026 Peer Group
| Albemarle Corporation AMETEK, Inc. Avantor, Inc. Celanese Corporation Coherent Corp. Donaldson Company, Inc. Element Solutions Inc. | Graco Inc. Keysight Technologies, Inc. Marvell Technology, Inc. MKS Instruments, Inc. Monolithic Power Systems, Inc. Nordson Corporation Qorvo, Inc. | Sensata Technologies Holding plc Skyworks Solutions, Inc. Teledyne Technologies Incorporated Teradyne, Inc. Trimble Inc. Zebra Technologies Corporation |
2026 Peer Group
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POSITIONING OF ENTEGRIS RELATIVE TO 2026 PEER GROUP
POSITIONING OF ENTEGRIS RELATIVE TO 2026 PEER GROUP (1)Reflects estimated revenue and EBITDA based on analyst consensus per S&P Capital IQ as of June 30, 2025 when the 2026 peer group was approved. (2)As of June 30, 2025, as considered by the Compensation Committee when the 2026 peer group was approved. Other Compensation Benefits We provide benefit programs to executive officers and to other employees. The following table generally identifies such benefit plans and identifies those U.S. employees who may be eligible to participate:
POSITIONING OF ENTEGRIS RELATIVE TO 2026 PEER GROUP
| Benefit Plan | Executive Officers | Certain Managers | All Other Full Time Employees | | 401(k) Plan | | | | | Medical/Dental Plans | | | | | Life and Disability Insurance | | | | | Employee Stock Purchase Plan (ESPP) | | | | | Supplemental Executive Retirement Plan (SERP) | | | Not Offered | | Change of Control Agreements | | Not Offered | Not Offered |
POSITIONING OF ENTEGRIS RELATIVE TO 2026 PEER GROUP
Personal Benefits The Company does not offer the named executive officers perquisites other than relocation expenses and allowances made available to certain new hires or in accordance with the Company’s mobility policies.
POSITIONING OF ENTEGRIS RELATIVE TO 2026 PEER GROUP
| 2026 Proxy Statement | 61 |
POSITIONING OF ENTEGRIS RELATIVE TO 2026 PEER GROUP
Retirement Plans During 2025, Entegris offered retirement benefits to its U.S. employees through the tax-qualified Entegris, Inc. 401(k) Savings and Profit Sharing Plan, as amended (the “401(k) Plan”), which generally provides for an employer match for employee contributions. Executive officers participated in the 401(k) Plan on the same terms as those available for other eligible employees in the U.S. The 401(k) Plan provides a long-term savings vehicle that allows for pre-tax and/or post-tax Roth contributions by employees and tax-deferred earnings. During 2025, the Company made matching contributions to the 401(k) Plan equal to 100% of such employee contributions on the first 6% of eligible compensation, not to exceed the annual Internal Revenue Service (“IRS”) limit. In connection with the 401(k) Plan, we also maintain the Entegris, Inc. Supplemental Executive Retirement Plan (“SERP”), a non-qualified retirement plan. Under the SERP, certain senior executives, including the named executive officers, are allowed certain salary and cash bonus deferral benefits that would otherwise be lost by reason of restrictions imposed by the Internal Revenue Code of 1986, as amended (the “Code”), limiting the amount of compensation which may be deferred under tax-qualified plans. Compensation that may be deferred into the SERP includes employee and employer contributions that are in excess of the maximum contributions allowed under the terms of the 401(k) Plan. Participant accounts are credited with an investment return equivalent to that provided by the investment vehicles elected by the participant, which may be allocated among the same investment funds as are offered with respect to the 401(k) Plan accounts. In 2023, Entegris amended the SERP for years beginning on or after January 1, 2024, to provide for an employer contribution of a fixed percentage of the employee’s eligible compensation over IRS limits only if the employee maximizes his or her permissible contributions to the 401(k) Plan for the year. Payment of employer contributions and any investment earnings on them will be subject to the employee’s compliance with restrictive covenants and the execution of a waiver and release at the time of termination. Participating employees will be allowed to receive payment of SERP benefits in a lump sum or two to ten annual installments, and participating employees will be allowed to elect in-service distributions of their employee contributions (but not employer contribution). The individual participant balances in the 401(k) Plan and the SERP reflect a combination of: (i) the annual amount contributed by the Company or by the employee to the 401(k) Plan and the SERP; (ii) the amounts being invested at the direction of the employee (the same investment choices are available to all participants); and (iii) 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. Compensation Governance Practices Risk Assessment with Respect to Compensation Policies and Practices In December 2025, the Compensation Committee reviewed the various design elements of our compensation program to determine whether it encourages excessive or inappropriate risk-taking. The scope of this review included all aspects of executive compensation and consideration of the items of our compensation policies and practices that affect all employees. In general, the process used by the Compensation Committee to complete its risk evaluation was as follows: •The Compensation Committee identified the compensation-related risks that the Company may face; •The Compensation Committee identified the material design elements of our compensation policies and practices with respect to all employees; and •The Compensation Committee then evaluated whether there is a relationship between any of those design elements and any of our most significant risks. More specifically, the Compensation Committee evaluated whether any of the design elements of our compensation policies and practices encourages our employees to take excessive or inappropriate risks that are reasonably likely to have a material adverse impact on the Company. After completing its evaluation, the Compensation Committee concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. More specifically, the Compensation Committee concluded that our compensation program is designed to encourage employees to take actions and pursue strategies that support our best interests and the best interests of our stockholders, without promoting excessive or inappropriate risk. The design elements of our executive compensation program (which are described in detail elsewhere in this “Compensation Discussion and Analysis” section) do not include unusual or problematic compensatory schemes that have been linked to
POSITIONING OF ENTEGRIS RELATIVE TO 2026 PEER GROUP
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POSITIONING OF ENTEGRIS RELATIVE TO 2026 PEER GROUP
excessive risk-taking. Furthermore, the design elements of our compensation program that directly tie compensatory rewards to our performance include various counterbalances designed to offset potentially excessive or inappropriate risk-taking. For example, there is a balance between the fixed and performance-based components of the program. Similarly, with respect to the performance-based components, there is a balance between annual and longer-term incentives. Thus, the overall program is not too heavily weighted towards incentive compensation, in general, or short-term incentive compensation, in particular. The financial incentives are not based solely upon revenue. Rather, they are tied to performance metrics such as Adjusted EBITDA (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 revenue and quantitatively measured strategic objectives, which more closely align the interests of management with the interests of our stockholders. The performance metrics for incentive payments are established annually and reflect goals that are a stretch, but not so high that they require performance outside of what the Compensation Committee believes is reasonable or could motivate management to take actions that could subject us to unreasonable levels of risk. In addition, there are caps on how much performance-based compensation may be earned in a particular performance period, and the Board has adopted a policy for clawback of performance-based compensation that was paid out in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws. Furthermore, the Company maintains stock ownership guidelines for its executive officers, including the named executive officers, in order to promote a close alignment of the interests of those executive officers with those of Entegris stockholders. The Compensation Committee also maintains an ongoing dialogue with our management team to track progress on performance-based goals in order to foresee and avoid any excessive or inappropriate risk-taking that may otherwise be driven by a desire to maximize performance-based compensation. Equity Award Grant Practices The Compensation Committee does not take material non-public information into account when determining the timing or terms of equity award grants, and the Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. During fiscal year 2025, the Company did not grant stock options to any NEO in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a Current Report on Form 8-K that discloses material non-public information, and ending one business day after the filing or furnishing of any such report. 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. Until such levels are met, executive officers are required to hold 50% of the “net shares” (defined as the number of shares actually held by the executive officer after covering withholding tax requirements and/or stock option exercise costs with a portion of the shares resulting from such exercise or vesting event) resulting from stock option exercises and/or vesting of other stock-based awards. Determination of compliance with these guidelines is made as of January 15th 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 RSUs. 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 PSUs are not included as shares owned by such executive officer.
POSITIONING OF ENTEGRIS RELATIVE TO 2026 PEER GROUP
| Position | Minimum Ownership Level | | Chief Executive Officer | 6 times Base Salary | | Executive Chair | 6 times Base Salary | | Executive Vice Presidents | 4 times Base Salary | | Chief Financial Officer | 3 times Base Salary | | Senior Vice Presidents | 2 times Base Salary | | Other Executive Officers | 1 times Base Salary |
POSITIONING OF ENTEGRIS RELATIVE TO 2026 PEER GROUP
| As of January 15, 2026, all NEOs are in compliance with the stock ownership guidelines, either by holding the required multiple of base salary or by complying with the 50% “net shares” holding requirement. |
POSITIONING OF ENTEGRIS RELATIVE TO 2026 PEER GROUP
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POSITIONING OF ENTEGRIS RELATIVE TO 2026 PEER GROUP
In addition, the Board maintains stock ownership guidelines for directors. For more information, please see the “Corporate Governance — Compensation of Directors — Stock Ownership Guidelines for Directors” section of this Proxy Statement. Anti-Hedging and Pledging Policy During 2014, the Board adopted a policy against hedging, pledging and speculative transactions in the Company’s stock. This policy covers directors, executive officers, employees and consultants and prohibits directly or indirectly engaging in any hedging or monetization transactions with respect to the Company’s securities; pledging, hypothecating, or otherwise encumbering shares of the Company’s common stock or other equity securities as collateral for indebtedness; or engaging in short-term or speculative transactions in the Company’s securities, including short-term trading where the Company’s securities are sold within six months following the purchase (or vice versa) and short sales of the Company’s securities (i.e., the sale of a security that the seller does not own). Clawback Policy Effective as of October 2, 2023, the Board adopted a revised incentive compensation clawback policy aligned with updated Nasdaq listing rules implementing Exchange Act Rule 10D-1. The Clawback Policy requires the Company to recoup or “claw back” certain annual cash and long-term equity incentive compensation from covered executive officers in specified situations. The Company must recoup paid incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws, subject to certain exceptions. The Compensation Committee will, subject to certain exceptions, seek to recoup the difference between the incentive compensation paid and the lower amount that would have been paid based upon accurate information or restated financial results. In addition, the Company now includes a specific reference to this clawback right in its equity award agreements, including for both time-based and performance-based equity awards. Our Clawback Policy can be found attached as Exhibit 97.1 to our Annual Report on Form 10-K for the year ended December 31, 2025. Insider Trading Policy Under our Insider Trading Policy, each employee, officer, and director of the Company is prohibited from buying or selling our securities when he or she is aware of material non-public information about the Company, or information about other public companies which he or she learns as our employee or director. These individuals are also prohibited from providing such information to others. In addition, our Insider Trading Policy prohibits employees, officers, and directors from (i) pledging and hedging Entegris securities, (ii) engaging in short sales of Entegris securities and (iii) buying or selling any derivative securities related to Entegris securities, whether or not such individual is in possession of material non-public information. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and any applicable listing standards. Our Insider Trading Policy can be found attached as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025. Management Development & Compensation Committee Report The Management Development & Compensation Committee of the Company has reviewed and discussed the Compensation Discussion & Analysis as required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Management Development & Compensation Committee recommended to the Company’s Board of Directors that the Compensation Discussion & Analysis be included in this Proxy Statement. The information in this report of the Management Development & Compensation 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. Yvette Kanouff, Chair
Mary Puma
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(5) ($) | Option Awards(6) ($) | Non-Equity Incentive Plan Compensation(7) ($) | All Other Compensation(8) ($) | Total ($) | | David Reeder(1) President and Chief Executive Officer | 2025 | 432,404 | 205,000(2) | 7,232,007 | 3,329,868 | 308,515 | 94 | 11,507,888 | | Bertrand Loy Executive Chair and Former President and Chief Executive Officer | 2025 | 950,349 | — | 8,901,384 | 3,494,913 | 840,208 | 137,827 | 14,324,681 | | | 2024 | 1,021,923 | — | 10,816,303 | 4,080,607 | 1,317,988 | 131,902 | 17,368,723 | | | 2023 | 1,000,000 | — | 8,027,272 | 3,105,097 | 1,149,200 | 124,121 | 13,405,690 | | Linda LaGorga(3) Senior Vice President and Chief Financial Officer | 2025 | 584,615 | — | 1,757,224 | 689,943 | 284,970 | 57,240 | 3,373,992 | | | 2024 | 564,615 | — | 1,856,318 | 700,418 | 364,686 | 54,005 | 3,540,042 | | | 2023 | 317,308 | — | 2,483,722 | 899,942 | 215,393 | 231,081 | 4,147,446 | | Susan Rice Senior Vice President, Global Human Resources and Corporate Communications | 2025 | 510,962 | — | 1,260,618 | 494,859 | 248,745 | 51,648 | 2,566,832 | | | 2024 | 493,269 | — | 1,484,904 | 560,433 | 319,900 | 46,320 | 2,904,826 | | | 2023 | 468,750 | — | 1,163,190 | 450,203 | 293,930 | 48,617 | 2,424,690 | | Joseph Colella Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | 2025 | 520,962 | — | 1,222,417 | 479,986 | 253,575 | 51,118 | 2,528,058 | | | 2024 | 504,615 | — | 1,392,050 | 525,251 | 326,298 | 46,063 | 2,794,277 | | | 2023 | 471,250 | — | 1,124,379 | 435,169 | 259,896 | 38,232 | 2,328,926 | | Daniel Woodland Senior Vice President and President, Materials Solutions | 2025 | 560,962 | — | 1,107,816 | 434,933 | 272,895 | 59,581 | 2,436,187 | | | 2024 | 544,615 | — | 1,299,197 | 490,317 | 427,350 | 54,336 | 2,815,815 | | | 2023 | 530,000 | 500,000(4) | 930,423 | 360,270 | 332,787 | 51,170 | 2,704,650 |
Ms. LaGorga
| | Summary Compensation Table Total(2) | | Compensation Actually Paid(3) | | Average Summary Compensation Table Total Non-PEO Named Executive(2) Officers ($) | Average Compensation Actually Paid to Non-PEOs Named Executive Officers(4) ($) | Value Of Initial Fixed $100 Investment Based on: | | Net Income ($ In Millions) | Adjusted EBITDA as a Percentage of Net Sales(6) | | Year(1) | for PEO – David Reeder ($) | for PEO – Bertrand Loy ($) | to PEO – David Reeder ($) | to PEO – Bertrand Loy ($) | | | Total Shareholder Return ($) | Peer Group Total Shareholder Return(5) ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | | 2025 | 11,507,888 | 14,324,681 | 11,353,804 | 5,912,183 | 2,726,268 | 1,307,121 | 89.31 | 268.23 | 235.6 | 27.7% | | 2024 | | 17,368,723 | | 5,755,074 | 3,013,740 | 1,329,320 | 201.58 | 287.31 | 292.8 | 28.7% | | 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% |
COMPENSATION ACTUALLY PAID VS. TSR (COMPANY TSR & PEER GROUP TSR)
COMPENSATION ACTUALLY PAID VS. TSR (COMPANY TSR & PEER GROUP TSR)
COMPENSATION ACTUALLY PAID VS. TSR (COMPANY TSR & PEER GROUP TSR)
| ■ | PEO CAP - David Reeder | ■ | PEO CAP - Betrand Loy | ■ | NEO Avg CAP | | | Entegris Cumulative TSR | | Peer Group Cumulative TSR | | |
COMPENSATION ACTUALLY PAID VS. TSR (COMPANY TSR & PEER GROUP TSR)
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COMPENSATION ACTUALLY PAID VS. NET INCOME
COMPENSATION ACTUALLY PAID VS. NET INCOME
COMPENSATION ACTUALLY PAID VS. NET INCOME
| ■ | PEO CAP - David Reeder | ■ | PEO CAP - Betrand Loy | ■ | NEO Avg CAP | | Net Income |
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
| ■ | PEO CAP - David Reeder | ■ | PEO CAP - Betrand Loy | | ■ | NEO Avg CAP | | Adjusted EBITDA Margin |
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
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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 shareholder return (“TSR”) on our common stock from December 31, 2020 through December 31, 2025 with the cumulative total return of the Philadelphia Semiconductor Index, assuming $100 was invested at the close of trading December 31, 2020 in our common stock and the Philadelphia Semiconductor Index and that all dividends are reinvested.
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
| | Entegris, Inc. | | Philadelphia Semiconductor Index |
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
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 2025, to Company performance. •Relative TSR •Revenue Growth in excess of our markets •Adjusted EBITDA Margin •Free Cash Flow Margin
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
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COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
| PROPOSAL 3 Ratification of Selection of Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026 | | | | 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, 2026. |
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, 2025, 2024 and 2023 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, 2026. 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 2026 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 2025, 2024 and 2023, 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, 2025, 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.
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
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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, 2026 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, 2025 and 2024 were:
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
| Service | 2025 | 2024 | | Audit Fees | $4,215,000 | $4,800,000 | | Audit-Related Fees | $35,000 | $85,000 | | Tax Fees | $786,000 | $837,000 | | All Other Fees | $— | $— | | Total | $5,036,000 | $5,722,000 |
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
Audit fees for the years ended December 31, 2025 and 2024 consisted of fees for the integrated audit of annual financial statements and internal control over financial reporting, reviews of quarterly financial statements, statutory audits, audit procedures associated with acquisitions and divestitures, and other 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, 2025 were for consents related to the Employee Stock Purchase Plan, and for the year ended December 31, 2024 were for monthly Taiwan capital audits and consents related to the Employee Stock Purchase Plan. The fees for Tax services for the years ended December 31, 2025 and 2024 were for services related to tax compliance, tax planning and tax advice for the Company. There were no fees for All Other services for the year ended December 31, 2025 and for the year ended December 31, 2024, such fees consisted of human resources consultation services.
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
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COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
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 2025 and 2024 in the table above received pre-approval by the Company’s Audit & Finance Committee. Report of the Audit & Finance Committee As of February 4, 2026, 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, 2025 and discussed these audited 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, 2025, which selection was ratified by the stockholders at the 2025 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. The Audit & Finance Committee also reviewed and discussed with KPMG LLP the Company’s audited consolidated financial statements for 2025 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.
COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
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COMPENSATION ACTUALLY PAID VS. ADJUSTED EBITDA AS A PERCENTAGE OF NET SALES
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 3 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 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, 2025. 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, 2025, 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 Mary Puma, Chair