8-KLeadership Changes

ENTEGRIS INC 8-K Report, Executive Changes (Sep 5, 2024)

Filed September 5, 2024For Securities:ENTG

Summary

Entegris, Inc. (ENTG) announced a board appointment on September 5, 2024, with the addition of Mary Puma as a director. Ms. Puma has been deemed an independent director by the Board, aligning with Nasdaq Listing Rules. Her appointment is effective immediately and she will receive standard non-employee director compensation, including a prorated annual retainer and a restricted stock unit award. This strategic addition to the Board is intended to enhance corporate governance and leverage Ms. Puma's expertise. Investors should note that Ms. Puma's specific committee assignments are pending and will be disclosed in a future filing. There are no reported conflicts of interest or related-party transactions between Ms. Puma and Entegris. The company has also entered into a standard indemnity agreement with her. The press release detailing this appointment is attached as an exhibit.

Key Highlights

  • 1Mary Puma appointed as a new independent director to Entegris' Board of Directors, effective September 5, 2024.
  • 2Ms. Puma meets Nasdaq's independence requirements.
  • 3She will receive prorated compensation for her director services, including an annual retainer and restricted stock units.
  • 4A prorated award of 1,207 restricted stock units was granted to Ms. Puma.
  • 5Ms. Puma's board committee assignments are yet to be determined and will be announced in a subsequent filing.
  • 6No reportable related-party transactions exist between Entegris and Ms. Puma.
  • 7A standard indemnity agreement has been executed between Entegris and Ms. Puma.

Frequently Asked Questions

Mary Puma has been appointed as a new director to Entegris' Board of Directors. The filing indicates she has been deemed an independent director and there are no understandings with other parties regarding her appointment. Specific details about her background or the strategic reasons for her appointment beyond enhancing the Board's composition are not detailed in this filing, but typically such appointments are to bring valuable experience and governance oversight.

Ms. Puma will receive a prorated portion of the standard non-employee director compensation. This includes a prorated annual retainer of $105,000, paid quarterly, and a prorated award of 1,207 restricted stock units. The restrictions on these units will lapse either at the 2025 Annual Meeting or one year from the award date. She will also be reimbursed for out-of-pocket expenses.

As of the filing date, Ms. Puma's committee assignments had not yet been determined. Entegris intends to file an amendment to this report within four business days after these assignments are made.

No, the filing explicitly states that there are no arrangements or understandings concerning Ms. Puma's appointment, no reportable transactions under Item 404(a) of Regulation S-K, and she has been determined to be an independent director according to Nasdaq rules.