Skip to main content

ENTEGRIS INC

For the period ended Jun 28, 2025. Filed Jul 30, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 28, 2025 · Filed Jul 30, 2025

ENTG$140.06+9.4%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits

Item 5. Other Information

Rule 10b5-1 Trading Plan Arrangements

During the quarter ended June 28, 2025, no director or officer, as defined in Rule 16a-1 under the Exchange Act, adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

Executive Chair Agreement

As previously disclosed on that certain Current Report on Form 8-K filed with the Securities and Exchange Commission on May 12, 2025 (the “May Current Report”), Bertrand Loy notified the Company on May 11, 2025 that he would retire as the Company’s President and Chief Executive Officer effective on the date that David Reeder commenced employment with the Company as its President and Chief Executive Officer (the “Effective Date”), which is anticipated to occur on August 18, 2025. The May Current Report also announced that following the Effective Date, Mr. Loy will serve as Executive Chair of the Board (“Executive Chair”) and that the Company intended to enter into a transition services agreement with Mr. Loy.

On July 30, 2025, the Company and Mr. Loy entered into a Transition Services Agreement (the “Transition Agreement”) to set forth the terms of his employment effective upon his transition to the role of Executive Chair. The term of the Transition Agreement commences on the Effective Date and is expected to end on July 31, 2026, unless earlier terminated by Mr. Loy or the Company or extended by mutual agreement of Mr. Loy and the Company (such period, the “Term”). Except as expressly modified by the Transition Agreement, the terms of the Executive Employment Agreement by and between Mr. Loy and the Company effective November 28, 2012 (the “Employment Agreement”) remain unchanged. The Executive Change of Control Termination Agreement by and between Mr. Loy and the Company dated August 10, 2005, as amended on April 26, 2013 and February 5, 2020, will continue in accordance with its terms.

Pursuant to the Transition Agreement, during the Term, Mr. Loy’s annual base salary rate will be $800,000 and he will be eligible to receive an annual target bonus under the Company’s short-term incentive compensation plan equal to 105% of his annual base salary, which target bonus opportunity will be prorated for 2025 to reflect the portion of the year Mr. Loy served as President and Chief Executive Officer and the portion Mr. Loy serves as Executive Chair, based on his base salary and target bonus percentages in effect during such periods. Mr. Loy will be eligible to receive a pro-rata portion of such bonus if his employment terminates due to his death, “disability” (as defined in the Employment Agreement), “retirement” (as defined in the

Transition Agreement) or by the Company without “cause” (as defined in the Employment Agreement) during the performance period (the “Pro Rata Bonus”).

In addition, subject to Board approval, Mr. Loy will receive fiscal 2026 annual long-term incentive grants with a target grant date value of $5,825,000 (the “FY26 Awards”). The FY26 Awards will be granted in the equity award mix and with vesting terms that generally apply to other Company executive officer awards under the Company’s annual 2026 equity grant cycle, except that, if Mr. Loy’s employment is terminated due to his “retirement” or by the Company without “cause”, a pro rata portion of the FY26 Awards would continue to vest per the vesting schedule set forth in the applicable award agreement (or, for PSUs, remain outstanding subject to attainment of the applicable performance metrics). The proration factor will be determined by dividing (x) the number of days Mr. Loy served as Executive Chair during 2026 by (y) 365. During the Term, Mr. Loy will not be eligible to receive compensation for his service on the Board.

Under the Transition Agreement, Mr. Loy waived the right to resign for Good Reason in connection with his transition to the role of Executive Chair and generally under the Employment Agreement upon and following the Effective Date. The Transition Agreement further provides that, notwithstanding any provision to the contrary in his Employment Agreement, if Mr. Loy’s employment terminates during the Term by the Company without “cause”, such termination will be deemed a “retirement” for purposes of Mr. Loy’s outstanding Company equity awards and the FY26 Awards and he will be entitled to receive the Pro Rata Bonus and continued vesting of a pro rata portion of his FY26 Awards as described in the previous paragraph, but will not be eligible to receive any base salary continuation or continued health and dental benefits, aside from those required to be provided under applicable law.

The above description is a summary of the Transition Agreement and does not purport to be complete and is subject to, and is qualified in its entirety by reference to the full text of the Transition Agreement, which is filed as Exhibit 10.2 to this Quarterly Report on Form 10-Q and is incorporated herein by reference.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.