8-KLeadership ChangesExhibits & Filings

ENTEGRIS INC 8-K Report, Executive Changes (Feb 17, 2021)

Filed February 17, 2021For Securities:ENTG

Summary

Entegris, Inc. (ENTG) announced on February 17, 2021, significant changes to its Board of Directors with the appointment of two new independent directors, Yvette Kanouff and Rodney Clark. These appointments are effective immediately and are part of the company's ongoing governance strategy. Both Ms. Kanouff and Mr. Clark will receive standard non-employee director compensation, including a prorated annual retainer and restricted stock units, aligning their interests with those of shareholders. The addition of these experienced individuals is expected to bring fresh perspectives and enhance the board's oversight capabilities. While specific committee assignments are pending, the company anticipates their active involvement. Investors should view these changes as a move to strengthen the board's composition and strategic direction, with compensation structures designed to foster long-term shareholder value. Entegris has also entered into customary indemnity agreements with the new directors.

Key Highlights

  • 1Appointment of two new independent directors: Yvette Kanouff and Rodney Clark, effective February 17, 2021.
  • 2Both new directors will receive prorated compensation based on standard non-employee director arrangements.
  • 3Each new director was granted 273 restricted stock units vesting on a future date or anniversary.
  • 4An annual retainer of $75,000 is payable to non-employee directors, prorated and paid quarterly.
  • 5Indemnity agreements have been entered into with both new directors.
  • 6No reportable transactions under Item 404(a) of Regulation S-K exist between the new directors and Entegris.
  • 7Committee assignments for the new directors are anticipated but not yet finalized; an amendment will be filed once determined.

Frequently Asked Questions

Entegris appointed Yvette Kanouff and Rodney Clark as new directors to its Board of Directors, effective February 17, 2021.

The new directors will receive prorated non-employee director compensation. This includes a prorated portion of the $75,000 annual retainer, paid quarterly, and a prorated award of 273 restricted stock units with restrictions lapsing on the earlier of the 2021 Annual Meeting of Stockholders or the first anniversary of the award date. They will also be reimbursed for out-of-pocket expenses.

The filing states that there are no arrangements or understandings concerning their appointment with other persons or entities. Furthermore, there are no transactions between Entegris and either new director that would require reporting under Item 404(a) of Regulation S-K, indicating no material related-party transactions.

The Board of Directors anticipates naming Ms. Kanouff and Mr. Clark to serve on one or more committees. However, the specific committees have not yet been determined at the time of this filing. Entegris plans to file an amendment to this report once these assignments are finalized.