Entegris (ENTG) Proxy filing summary

Executive summary

• 2025 was a year of slower growth but strategic positioning, with unit-driven revenue up 2% and free cash flow margin rising to 12.7% of sales, enabling $300 million in debt repayment and reducing leverage to 3.8x.

• Leadership transitioned to a new CEO, David Reeder, in August 2025, following a multi-year succession plan, with former CEO Bertrand Loy serving as Executive Chair until July 2026.

• The company is positioned for growth in advanced logic, 3D NAND, and DRAM, leveraging new manufacturing capacity and a local-for-local strategy in Asia.

• Board and management emphasize innovation, operational excellence, and long-term value creation for customers and stockholders.

Voting matters and shareholder proposals

• Eight directors are nominated for election to serve until the 2027 annual meeting.

• Advisory vote on executive compensation is recommended for approval.

• Ratification of KPMG LLP as independent auditor for 2026 is recommended.

• Proposal to amend the Certificate of Incorporation to eliminate supermajority vote requirements is recommended for approval.

• Proposal to allow stockholders with 25% ownership to call special meetings is recommended for approval; a competing stockholder proposal for a 10% threshold is recommended against.

Board of directors and corporate governance

• Board consists of eight members, six of whom are independent, with diverse skills in governance, risk management, technology, finance, and global business.

• Annual election of directors by majority vote, mandatory retirement at 75, and proxy access for stockholders.

• Board committees include Audit & Finance, Management Development & Compensation, Governance & Nominating, and Environmental, Health, Safety & Sustainability, all composed of independent directors.

• Board leadership structure separated CEO and Chair roles in 2025 to support leadership transition.

• Regular board and committee self-evaluations and active stockholder engagement are emphasized.