Document

DEF 14A 1 a2022proxystatement.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934


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Entegris, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)


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Letter to Stockholders


Dear Entegris Stockholders: I am very proud of what our team achieved in 2021, especially in light of the lingering impact of the COVID-19 pandemic and the challenging supply chain environment we faced throughout the year. In 2021, we achieved record results. Our sales of $2.3 billion were up 24 percent and, demonstrating the leverage in our model, net income and EBITDA increased by 39 percent and 29 percent, respectively, while EPS was up 39 percent on a GAAP basis and 35 percent on a non-GAAP basis. This above-market growth was driven in large part by our strong position and wins with leading-edge solutions like liquid filtration, advanced deposition materials, selective etch and other areas of increasing importance to our customers across the semiconductor ecosystem. Other highlights of our business performance in 2021 included: •We published our first Corporate Social Responsibility (ESG) Annual Report and contributed an additional $3 million to the Entegris Foundation, which is focused on providing STEM scholarships to women and individuals from underrepresented communities. •Our Aramus high purity bags (used for COVID-19 vaccines) played a major role in the global vaccination campaign and revenue for this product reached $50 million. Interest for these solutions for use with non-COVID biologics has also been accelerating. •We began construction of our new, state-of-the-art $500 million manufacturing facility in Taiwan. This facility will be Entegris’ largest and most advanced manufacturing site and is expected to start production in the second half of 2023. •We allocated approximately $490 million of capital, which included re-investments in our business in CAPEX and R&D to support our growth plans and augment our leadership position in our served markets; as well as dividends and share repurchases. •On December 15, 2021, we announced an agreement for Entegris to acquire CMC Materials, Inc., a leading supplier of advanced materials primarily for the semiconductor industry. Acquiring CMC Materials will further differentiate our unit-driven platform, advance our ability to provide a broad range of process solutions for our customers, and accelerate our time-to-solution. Wrapping up 2021, our excellent operating performance showcased the strength of our team’s execution and resilience, as well as our highly differentiated, unit-driven business model. Looking ahead, we have increased conviction in the secular growth of the semiconductor market, driven by robust chip demand, bolstered by increased digitalization, smartphones, the Internet of Things and high-performance computing, just to name a few. In addition, semiconductor node transitions continue at a rapid pace and device architectures are becoming much more complex. Our capabilities are indispensable enablers of these technologies, and this is expected to translate into a steadily expanding Entegris content per wafer. In conclusion, I’m very pleased with the performance of our business in 2021 and we are excited about our future growth prospects as we enter 2022.

Thank you for your support,

Bertrand Loy

President and Chief Executive Officer

March 17, 2022


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Notice of 2022 Annual Meeting of Stockholders




DATE AND TIME April 27, 2022 (Wednesday) 10:00 a.m., local time	LOCATION 129 Concord Road, Billerica, Massachusetts 01821	RECORD DATE Stockholders as of March 11, 2022 are entitled to vote.


Voting Items Proposals	Board Vote Recommendation	For Further Details


1.To elect eight (8) Directors to serve until the 2023 Annual Meeting of Stockholders.	“FOR” each director nominee	Page 13


2.To approve, on an advisory basis, Entegris’ Executive Compensation.	“FOR”	Page 32


3.To ratify the appointment of KPMG LLP as Entegris’ independent registered public accounting firm for 2022.	“FOR”	Page 56

Stockholders will also transact such other business as may properly come before the meeting and at any adjournment or postponement thereof.

The 2022 Annual Meeting of Stockholders of Entegris, Inc. will be held at Entegris’ headquarters at 129 Concord Road, Billerica, Massachusetts on Wednesday, April 27, 2022, at 10:00 a.m., local time. Stockholders of record at the close of business on March 11, 2022 are entitled to vote at the Annual Meeting and any adjournments or postponements thereof.

By order of the Board of Directors,

Joe Colella

Senior Vice President, General Counsel and Secretary

How to Vote




INTERNET www.proxyvote.com	TELEPHONE 1-800-690-6903	MAIL Mark, sign, date and promptly mail the enclosed proxy card in the postage-paid envelope



Important Notice Regarding the Availability of Proxy Materials for the 2022 Annual Meeting of Stockholders to be Held on April 27, 2022 – the Proxy Statement, Form of Proxy and the Annual Report are available at http://investor.entegris.com/financials.cfm


			2022 Proxy Statement			3

Proxy Statement Summary

This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Entegris, Inc., a Delaware corporation (“Entegris”, the “Company”, “us”, “we” or “our”), for use at the 2022 Annual Meeting of Stockholders to be held at the Company’s headquarters at 129 Concord Road, Billerica, Massachusetts on Wednesday, April 27, 2022 at 10:00 a.m., local time, and at any adjournment or postponements of that meeting. You may obtain directions to the location of the Annual Meeting of Stockholders by contacting our Investor Relations Department via email at irelations@entegris.com. This Proxy Statement, the foregoing Notice of Annual Meeting of Stockholders, the enclosed form of proxy and the Company’s 2021 Annual Report on Form 10-K are first being mailed or given to stockholders on or about March 17, 2022. The content of any website referred to in this Proxy Statement is not a part of and is not incorporated by reference in this Proxy Statement.

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Page references are supplied to help you find further information in this Proxy Statement.

Company Overview

Entegris, Inc. is a leading supplier of advanced materials and process solutions for the semiconductor and other high-technology industries. Our mission is to help our customers improve their productivity, performance and technology by providing enhanced materials and process solutions for the most advanced manufacturing environments. We leverage our unique breadth of capabilities to create mission-critical microcontamination control products, specialty chemicals and advanced materials handling solutions that maximize manufacturing yields, reduce manufacturing costs and enable higher device performance for our customers.

Entegris at a Glance

A leading supplier of advanced materials and process solutions for the semiconductor and other high-technology industries.

Founded

1966

2021 Net Sales

$2.3B

Headquarters

Billerica, MA

2021 R&D investment

~7.3% net sales

Employees

~6,850



			Business Divisions Specialty Chemicals and Engineered Materials (SCEM) Microcontamination Control (MC) Advanced Materials Handling (AMH)


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Proxy Statement Summary

2021 Highlights


NET SALES ($ in millions)	NET INCOME ($ in millions)	ADJUSTED EBITDA(1) ($ in millions)


GAAP EPS			NON-GAAP EPS(1)

(1)Non-GAAP. See Appendix A for more information on the Company’s use of non-GAAP metrics, including GAAP to non-GAAP reconciliations.

Environmental, Social and Corporate Governance (ESG)/Corporate Social Responsibility (CSR)

Total recordable incident rate (TRIR) per 100 employees decreased from 0.74 in 2020 to 0.51 in 2021

As of 2021, Entegris received an MSCI ESG Rating of A

Awarded Silver Medal from EcoVadis, reflecting the quality of Entegris’ sustainability management system

Board of Directors diversity increased from 13% in 2020 to 38% in 2021

Increased funding of the Entegris Foundation, which is focused on providing STEM scholarships to women and individuals from underrepresented communities, by $3 million, for a total of $5 million contributed to date

Life Sciences

Reached $50 million in sales of our Aramus high purity bags, which are used in the production of COVID-19 vaccines


			2022 Proxy Statement			5

Proxy Statement Summary

Voting Matters and Recommendations



PROPOSAL 1 Election of Directors

	The Board recommends that the stockholders vote FOR each of the nominees.	See pages 13-31 for further information.

Director Nominees

The following table provides summary information about each director nominee.

Committee Membership

Name and Primary Occupation

Director Since(1)

AFC

MDCC

GNC

Michael A. Bradley, 73 INDEPENDENT
Retired Chief Executive Officer, Teradyne, Inc.

2001

Rodney Clark, 52 INDEPENDENT
Corporate Vice President of Channel Sales and Channel Chief, Microsoft Corporation

2021

James F. Gentilcore, 69 INDEPENDENT
Retired Chairman and Chief Executive Officer, PQ Corporation

2013

Yvette Kanouff, 56 INDEPENDENT
Partner and Chief Technology Officer, JC2 Ventures

2021

James P. Lederer, 61 INDEPENDENT
Retired Executive Vice President, Qualcomm Technologies, Inc.

2015

Bertrand Loy, 56
President and Chief Executive Officer, Entegris, Inc.

2012

Paul L.H. Olson, 71 INDEPENDENT CHAIRMAN OF THE BOARD
Former Chief Executive Officer, nuBridges, Inc.

2003

Azita Saleki-Gerhardt, 58 INDEPENDENT
Executive Vice President, Operations, AbbVie Inc.

2017


AFC	Audit & Finance Committee	l	Chair
MDCC	Management Development & Compensation Committee	l	Member
GNC	Governance & Nominating Committee

(1)In determining the year first appointed or elected as a director of Entegris, service with predecessor public company Entegris, Inc., a Minnesota corporation, is included in the case of Mr. Olson and service with predecessor public company Mykrolis Corporation is included in the case of Mr. Bradley.

Board Snapshot

INDEPENDENCE

TENURE

AGE

DIVERSITY (INCLUDING GENDER AND ETHNICITY)


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Proxy Statement Summary

DIRECTOR SKILLS, EXPERIENCE AND DIVERSITY

CORPORATE GOVERNANCE 8/8

Experience serving as a public company director, including an understanding of good corporate governance standards and practices.

RISK MANAGEMENT 8/8

Experience assessing and managing enterprise business risks or experience overseeing complex business risk management matters.

PUBLIC COMPANY CEO EXPERIENCE 3/8

Experience as a current or former CEO of a publicly listed company.

DIVERSITY 3/8

Diverse background with respect to gender, ethnicity or race.

GLOBAL BUSINESS 8/8

Experience managing a business with substantial global operations.

TECHNOLOGY INDUSTRY 7/8

Experience in a senior-level management position with a company in the technology industry.

SEMICONDUCTOR INDUSTRY 4/8

Experience in a senior-level management position with a company in the semiconductor industry.

FINANCE AND ACCOUNTING 8/8

Experience in accounting, financial disclosure, capital markets and corporate finance, or P&L responsibility, as an executive of a company with a breadth and level of complexity comparable to the Company.

CYBERSECURITY 3/8

Experience directly overseeing corporate cybersecurity programs or possessing a deep understanding of cyber threats to organizations.

MANUFACTURING AND SUPPLY CHAIN 5/8

Experience managing sophisticated, large-scale manufacturing operations or complex distribution, supply chain or manufacturing facilities.

SALES AND MARKETING 8/8

Experience developing and executing strategies designed to increase market share, grow the customer base and otherwise establish deep relationships with customers.

MERGERS AND ACQUISITIONS 8/8

M&A and integration experience as a public company officer or director.

HUMAN CAPITAL MANAGEMENT AND DEVELOPMENT 8/8

Experience in human capital management in large organizations.


			2022 Proxy Statement			7