8-KLeadership ChangesRegulation FDExhibits & Filings

ENTEGRIS INC 8-K Report, Executive Changes (May 12, 2025)

Filed May 12, 2025For Securities:ENTG

Summary

Entegris, Inc. (ENTG) announced a significant leadership transition, with President, CEO, and Chairman Bertrand Loy set to retire as CEO and President effective August 18, 2025. He will transition to the role of Executive Chair, providing continuity and support for the new leadership. David Reeder, a current Board member and former CFO of GlobalFoundries, has been appointed as the successor CEO and President, also commencing on August 18, 2025. Mr. Reeder brings extensive experience in the semiconductor and technology sectors, having held key executive positions at several prominent companies. This leadership change is accompanied by detailed compensation arrangements for Mr. Reeder, including a base salary of $1,000,000, a target bonus of 120% of base salary, a $410,000 signing bonus, and initial equity awards valued at $11,100,000. These awards are structured to compensate for forfeited equity from his previous role and include time-based RSUs, stock options, and performance share units. The company has also outlined severance packages for Mr. Reeder in various termination scenarios, including for "Cause," "Good Reason," and "Qualifying Retirement," along with a robust change-in-control agreement.

Key Highlights

  • 1Bertrand Loy to retire as CEO and President on August 18, 2025, transitioning to Executive Chair.
  • 2David Reeder appointed as new President and CEO, effective August 18, 2025.
  • 3Mr. Reeder possesses over 20 years of executive leadership experience in the semiconductor and technology industries, including significant financial and operational roles.
  • 4Mr. Reeder's compensation package includes a $1,000,000 base salary, 120% target annual bonus, $410,000 signing bonus, and $11,100,000 in initial equity awards.
  • 5Equity awards for Mr. Reeder are structured with time-based RSUs, stock options, and performance share units to compensate for forfeited prior awards.
  • 6Comprehensive severance and change-in-control provisions are in place for Mr. Reeder, offering protection in various employment termination scenarios.
  • 7Board committee changes include James Gentilcore joining the Audit Committee and Mary Puma serving as its Chair.

Frequently Asked Questions

The leadership transition for both Bertrand Loy's retirement as CEO/President and David Reeder's appointment as the new CEO/President is anticipated to be effective on August 18, 2025.

Following his retirement as CEO and President, Bertrand Loy will serve as the Executive Chair of the Board, focusing on business relationship transitions.

David Reeder has extensive executive leadership experience in the semiconductor and technology sectors, including serving as CFO of GlobalFoundries and CEO of Lexmark International. His background includes significant financial, operational, and strategic expertise, particularly relevant to Entegris's business.

Mr. Reeder's compensation includes a base salary of $1,000,000, a target annual bonus of 120% of his base salary, a $410,000 signing bonus, and initial equity awards valued at $11,100,000, composed of time-based RSUs, stock options, and performance share units.

Mr. Reeder is entitled to substantial severance benefits, including base salary continuation, continued health and welfare benefits, and accelerated equity vesting under specific termination conditions without Cause or for Good Reason. A change-in-control agreement provides for even more extensive benefits, including three times base salary and bonus severance, and full accelerated equity vesting.