Azita Saleki-Gerhardt
ENTEGRISAbout Azita Saleki-Gerhardt
Dr. Azita Saleki‑Gerhardt, 61, has served on Entegris’ Board since 2017 and is currently an independent director; she is Executive Vice President and Chief Operations Officer at AbbVie Inc. (since July 2023), with prior roles as EVP, Operations (2018–July 2023) and SVP, Operations (2013–2018) . She holds B.S., M.S., and Ph.D. degrees from the University of Wisconsin–Madison and brings deep expertise in global manufacturing, supply chain, quality, and EHS risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AbbVie Inc. | EVP & Chief Operations Officer | Jul 2023–present | Oversees global manufacturing, supply chain, quality, security, EHS risk management |
| AbbVie Inc. | EVP, Operations | 2018–Jul 2023 | Managed domestic/international manufacturing, distribution, quality systems |
| AbbVie Inc. | SVP, Operations | 2013–2018 | Operations leadership during post‑spin formation period |
| Abbott Laboratories | Senior management roles in operations, manufacturing, quality | >20 years | Large‑scale manufacturing and continuous improvement experience |
External Roles
| Organization | Role | Public Company? | Committees |
|---|---|---|---|
| None | — | — | — |
| Service on other public company boards: None . |
Board Governance
| Item | Detail |
|---|---|
| Independence | Determined independent under Nasdaq rules . |
| Board Tenure | Director since 2017 . |
| Committee Assignments | Governance & Nominating Committee (Chair); Environmental, Health, Safety & Sustainability Committee (Member) . |
| Board & Committee Meetings (2024) | Board: 6; GNC: 2; EHSSC: 2 . |
| Attendance | Each director attended at least 75% of Board and committee meetings during their service period . |
| Executive Sessions | Held at each regularly scheduled Board meeting . |
| Lead Independent Director | James F. Gentilcore; robust responsibilities to reinforce independence . |
Fixed Compensation
| Component | ENTG Policy | 2024 Amount (Saleki‑Gerhardt) |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $105,000 (paid quarterly in advance; June–May service period) | $112,500 (fees earned/paid in cash) |
| Committee Chair fee – Governance & Nominating | $10,000 | Included in cash total |
| Equity retainer (annual) | $210,000 in RSUs, granted at Annual Meeting; restrictions lapse at next Annual Meeting or first anniversary, whichever earlier | $210,041 grant-date fair value (RSUs) |
| Meeting fees | None disclosed | Not applicable |
| Other perquisites | None material for directors | None disclosed |
Director Summary (2024): Fees $112,500; Stock awards $210,041; Total $322,541 .
Performance Compensation
| Element | Structure | 2024 Detail |
|---|---|---|
| RSUs (Director equity) | Time‑based; restrictions lapse at next Annual Meeting or first anniversary of grant | 1,643 unvested RSUs outstanding at 12/31/2024 (for each active director except Ms. Puma) |
| Options/PSUs (Directors) | Not part of director compensation program (equity is RSUs) | None disclosed |
No performance metrics apply to director compensation; RSUs are time‑based, not performance‑conditioned .
Other Directorships & Interlocks
| Company | Sector | Role | Interlock/Conflict Notes |
|---|---|---|---|
| None | — | — | No public company directorships, reducing potential interlocks |
MDCC interlocks: The MDCC (Gentilcore, Kanouff, Lederer) reported no interlocks or insider participation in 2024, supporting governance independence .
Expertise & Qualifications
- Global manufacturing and supply chain leadership; oversight of quality, security, and EHS risks at AbbVie .
- Life sciences industry insight and continuous improvement experience applicable to Entegris’ EHS and sustainability oversight .
- Education: University of Wisconsin–Madison (B.S., M.S., Ph.D.) .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership (shares) | 22,074 |
| Ownership as % of outstanding | * (none ≥1% among directors) |
| Unvested RSUs outstanding (12/31/2024) | 1,643 |
| Stock ownership guidelines (directors) | 5× annual cash retainer; determination Jan 15 each year |
| Guideline compliance status (as of Jan 15, 2025) | All directors in compliance or within 5‑year grace period |
| Hedging/Pledging | Prohibited for directors and executive officers |
Governance Assessment
- Independence and role: Independent director; chairs Governance & Nominating Committee, shaping director selection, board composition, and governance policy—key for board effectiveness .
- Attendance and engagement: Board held 6 meetings; GNC and EHSSC held 2 each in 2024; all directors met the ≥75% attendance threshold; executive sessions at every regular Board meeting—supports independent oversight .
- Compensation alignment: Director pay is standard market structure—cash retainer plus RSUs; equity is time‑based with annual vesting tied to the next Annual Meeting or one‑year anniversary; no options, PSUs, or meeting fees—reduces pay complexity and performance gaming risk .
- Ownership alignment: Meaningful share ownership with RSUs and strict 5× retainer guideline; company prohibits hedging and pledging—positive alignment signals .
- Conflicts/related‑party: No transactions with related persons since Jan 1, 2024; no other public boards—low interlock/conflict risk .
- Compensation committee practices (broader governance signal): Independent MDCC, use of independent consultant (F.W. Cook), double‑trigger CIC, clawback policy aligned with Nasdaq Rule 10D‑1, no tax gross‑ups—favorable pay governance .
- Shareholder feedback: Say‑on‑pay support ~91.2% at 2024 meeting—indicates broad investor acceptance of pay practices; Board soliciting views on simple majority voting proposal (no recommendation), showing openness to governance input .
RED FLAGS
- None disclosed regarding related‑party transactions, hedging/pledging, attendance shortfalls, or director‑specific pay anomalies .
- Note: As AbbVie COO, time commitments could be monitored by investors, though proxy reports adequate attendance in 2024 .
Compensation Committee Analysis (Context)
| Item | Detail |
|---|---|
| MDCC Members | James F. Gentilcore (Chair), Yvette Kanouff, James P. Lederer |
| Independent Consultant | F.W. Cook; engaged by MDCC; peer benchmarking annually; no tax gross‑ups; clawback policy effective Oct 2, 2023 |
| Risk Review | MDCC concluded pay programs do not encourage excessive risk; balanced metrics and caps; anti‑hedging/pledging policy |
Say‑On‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay Approval |
|---|---|
| 2024 | ~91.2% “FOR” |
| 2023 | ~92.1% “FOR” |
| Board seeking input on simple majority voting; no recommendation on Proposal 4 . |
Other Notes
- Director compensation schedule (for reference): Lead Independent Director $35,000; AFC Chair $20,000; MDCC Chair $15,000; GNC Chair $10,000; EHSSC Chair $10,000; RSU equity retainer $210,000 .
- Board committees are fully independent; charters available on investor relations site .
- Executive sessions at each regular Board meeting reinforce independent oversight .