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.

• The company is positioned for semiconductor industry growth, focusing on advanced logic, 3D NAND, and DRAM nodes, leveraging new manufacturing capacity and a ramp-up in Taiwan to drive over $1 billion in incremental revenue with limited further investment.

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

• The company emphasizes a values-driven culture, innovation, and accountability, with a mission to enhance customer productivity and technology.

Voting matters and shareholder proposals

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

• Advisory vote on executive compensation (say-on-pay) 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.

• Management proposal to allow stockholders holding 25% of shares to call a special meeting is recommended for approval; a similar stockholder proposal with a 10% threshold is recommended against.

Board of directors and corporate governance

• The board consists of eight nominees, 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 are in place.

• Board committees (Audit & Finance, Compensation, Governance & Nominating, Environmental/Health/Safety/Sustainability) are fully independent.

• Board leadership structure was separated in 2025, with the CEO and Chair roles split to support transition.

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