Entegris, Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Entegris, Inc. on July 28, 2026, reporting events occurring on July 28 and July 29, 2026. The filing addresses significant changes to the Company's Board of Directors and executive leadership structure.
Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The only financial figures disclosed relate to director compensation arrangements.
Material Changes
- Executive Chair Departure: Bertrand Loy notified the Board on July 28, 2026, of his retirement as Executive Chair and resignation from the Board, effective July 31, 2026. The departure is not due to any disagreement with the Company.
- Leadership Succession: James F. Gentilcore, currently the Lead Independent Director, was appointed as Chair of the Board, effective July 31, 2026.
- New Director Appointment: Robert A. Bruggeworth, President and CEO of Qorvo, Inc., was appointed as a director effective August 3, 2026, to fill the vacancy left by Mr. Loy. He will serve until the 2027 annual meeting.
- Committee Assignment: Mr. Bruggeworth was appointed to the Management Development and Compensation Committee effective August 3, 2026.
Compensation and Governance Details
Mr. Loy's outstanding equity awards and 2026 annual incentive will be treated per his existing Executive Chair Agreement; no new compensatory arrangements were made for his retirement. Mr. Bruggeworth's compensation includes:
- A prorated portion of the standard non-employee director compensation for the period ending May 31, 2027.
- An equity award of restricted stock units with a grant date value of $220,000, prorated for his service period, vesting on the earlier of the 2027 Annual Meeting or the first anniversary of the award date.
- A prorated portion of the $110,000 annual retainer, paid quarterly in arrears, plus applicable committee fees.
- Reimbursement for out-of-pocket expenses.
Key Facts for Investor Verification
- Confirm the effective dates of leadership transitions (July 31, 2026, for Chair; August 3, 2026, for new Director).
- Review the terms of the Executive Chair Agreement (Exhibit 10.2 to the June 28, 2025, Form 10-Q) regarding Mr. Loy's equity treatment.
- Verify the independence status of Mr. Bruggeworth under Nasdaq Listing Rules Rule 5605(a)(2).
- Note that no new compensatory arrangements were entered into with Mr. Loy.