Bertrand Loy
ENTEGRISAbout Bertrand Loy
Bertrand Loy, 59, has served as Entegris’ President and CEO since November 2012, Director since 2012, and Chair of the Board since 2023; he previously was COO (2008–2012) and EVP leading IT, global supply chain and manufacturing (2005–2008). He is an executive officer since 2001 via Mykrolis, holds an MBA from ESSEC, and will retire as CEO on August 18, 2025 to become Executive Chair through Q2 2026 . Under his leadership, Entegris achieved 2024 net sales of $3.241B and Adjusted EBITDA of 28.7%; management highlighted >5% revenue growth (ex divestitures and FX), 3–4 points of market outperformance, margin expansion, and ~$625M debt repayment (≈$2B since 2022) . The Board noted that Entegris’ revenue grew nearly 5x and market capitalization over 10x during Loy’s tenure, reflecting strong TSR performance across cycles .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Entegris | COO | 2008–2012 | Led operations through acquisitions and scale expansion . |
| Entegris | EVP, IT, Supply Chain & Manufacturing | 2005–2008 | Drove global supply chain and manufacturing efficiency . |
| Mykrolis (spun out of Millipore) | CFO | 2001–2005 | Financial leadership through merger with Entegris . |
| Millipore | CIO | 1999–2000 | Technology modernization across enterprise systems . |
| Millipore/Sandoz (Novartis) | Strategy, supply chain, finance roles | Pre-1999 | Global functional leadership across geographies . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Harvard Bioscience, Inc. | Director | Since 2014 | Sector insights in life sciences instrumentation . |
| SEMI (industry association) | Director | Since July 2013 | Industry-level perspectives across global electronics supply chain . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $1,000,000 | $1,000,000 | $1,021,923 (paid) ; base set at $1,030,000 |
| EIP Target (% of Salary) | — | 130% | 140% |
| Target LTI Value ($) | — | $10,350,000 | $11,650,000 |
Performance Compensation
| Program | Metric | Weight | Target Design | 2024 Actual/Payout |
|---|---|---|---|---|
| Entegris Incentive Plan (EIP) | Adjusted EBITDA as % of net sales | 50% | Sliding scale with linear interpolation; PIM excluded | Company-calculated pool 114.7% reduced via negative discretion to 91.4%; Loy award $1,317,988 |
| EIP | Revenue growth in excess of markets | 30% | Organic growth vs wafer starts/capex indices | Included in pool; negative discretion applied |
| EIP | Inventory velocity improvement | 10% | Days-on-hand improvement Q4’24 vs Q4’23 | Included in pool; negative discretion applied |
| EIP | On-time shipment performance | 10% | Average on-time shipments in Q4’24 | Included in pool; negative discretion applied |
| PSUs (3-yr) | Relative TSR vs SOX (Index) | 100% of PSU | 0–200% payout; 25th/50th/85th pct = 50%/100%/200%; cap at target if absolute TSR negative | 2022–2024 cycle certified at 62% of target (≈31st percentile; absolute TSR ≈ -19%) |
2024 equity award mix: 40% RSUs; 30% stock options (7-year term); 30% PSUs; RSUs/options vest ratably over 4 years. The Compensation Committee intends to raise PSU mix to ≥50% beginning with 2026 awards .
2024 Grants Detail (CEO)
| Grant Type | Grant Date | Shares/Options | Terms | Grant-Date Metrics |
|---|---|---|---|---|
| RSUs | 4/1/2024 | 38,208 | Vest 25% each on Apr 5, 2025–2028 | Fair value $5,372,809 |
| PSUs (target) | 4/1/2024 | 28,656 (0–200% outcome) | 3-year relative TSR; vest after certification | Fair value $5,443,494 |
| Stock Options | 4/1/2024 | 65,880 | 4-year ratable vest; 7-year term; strike $140.62 | Grant-date FV $4,080,607 |
CEO Pay Summary (reported)
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $6,847,314 | $8,027,272 | $10,816,303 |
| Option Awards ($) | $2,625,240 | $3,105,097 | $4,080,607 |
| Non-Equity Incentive ($) | $1,448,750 | $1,149,200 | $1,317,988 |
| All Other ($) | $149,843 | $124,121 | $131,902 |
| Total ($) | $12,071,147 | $13,405,690 | $17,368,723 |
Equity Ownership & Alignment
| Item | Value/Status |
|---|---|
| Total beneficial ownership | 497,374 shares; <1% of outstanding |
| Options exercisable within 60 days (Mar 7, 2025) | 311,360 shares |
| 2024 unvested RSUs outstanding (select) | 38,208; market value $3,796,347 at $99.06 as of 12/31/2024 |
| 2024 unearned PSUs at target (select) | 28,656; payout value at target $2,847,260 at $99.06 as of 12/31/2024 |
| Shares acquired on vesting/exercise in 2024 | 55,326 vested; 27,044 options exercised; value realized $7,624,850 and $2,962,202 respectively |
| Ownership guidelines | CEO must hold ≥6× base salary; all NEOs compliant as of 1/31/2025 |
| Hedging/pledging | Prohibited for directors/executives; no pledging allowed |
Employment Terms
- CEO Agreement: Base salary $1,030,000, annual auto-renewal, EIP target 140% of base, ongoing eligibility for LTI awards .
- Severance (without cause or good reason resignation): Two years of salary continuation ($2,060,000 at 12/31/2024), health/dental continuation valued at ~$40,184, up to $15,000 outplacement, continued vesting on outstanding equity during severance term and 90-day post-period exercisability .
- Change-in-control (double-trigger): 3× salary and 3× greater of highest last-3-year bonus or target, 3 years health/welfare benefits, full accelerated vesting of equity, options exercisable up to one year, up to $15,000 outplacement; estimated total value $28,695,318 at 12/31/2024 .
- Restrictive covenants: Non-compete/non-solicit two years under CEO Agreement; three years post-CIC under CIC Agreement .
- Clawback policy: Adopted October 2, 2023 to recoup incentive comp upon accounting restatements per Nasdaq Rule 10D‑1 .
Board Governance
- Board service: Director since 2012; Chair since 2023; dual role Chair/CEO set in 2024 with Lead Independent Director (James Gentilcore) appointed to ensure independent oversight; Loy is not on any committees .
- Rationale for combined roles: Unified leadership, clear accountability; mitigants include Lead Independent Director with robust responsibilities, fully independent committees, executive sessions at each meeting .
- Committee meeting cadence (2024): Audit & Finance (5), Management Development & Compensation (5), Governance & Nominating (2), Environmental, Health, Safety & Sustainability (2); Board met 6 times; all directors attended ≥75% of meetings .
- Director compensation: As an employee, Loy receives no director pay; non-employee director program summarized separately .
Director Compensation & Shareholder Feedback (context)
| Item | Value |
|---|---|
| Say-on-Pay approval | 91.2% in 2024; 92.1% in 2023 |
| Executive comp design | 93% of CEO target TDC “variable”; RSUs, options, PSUs with increasing PSU mix planned for 2026 |
| Peer group (benchmarking) | 18 companies incl. KLA, Marvell, MKS, Qorvo, Teradyne, etc.; targets set at market median adjusted for role/performance |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Sales ($000s) | $3,282,033 | $3,523,926 | $3,241,208 |
| Net Income ($000s) | $208,920 | $180,669 | $292,787 |
| Adjusted EBITDA ($000s) | $973,221 | $942,355 | $931,074 |
| Adjusted EBITDA % | 29.7% | 26.7% | 28.7% |
| Year | Value of $100 investment (Company TSR) | Value of $100 investment (Peer SOX TSR) |
|---|---|---|
| 2020 | 192.83 | 153.66 |
| 2021 | 278.79 | 219.50 |
| 2022 | 132.44 | 142.94 |
| 2023 | 243.04 | 238.72 |
| 2024 | 201.58 | 287.31 |
Management’s 2024 letter underscored >5% revenue growth (ex divestitures/FX), 3–4 points outperformance, margin expansion, debt paydown (~$625M), facility ramps and up to $77M CHIPS Act funding for Colorado Springs .
Compensation Structure Analysis
- Increased at-risk mix maintained: CEO 93% variable; EIP target raised from 130% to 140% in 2024 reinforcing performance linkage .
- LTI emphasis: Growing PSU component to ≥50% in 2026 (from 30% since 2015) signals tighter alignment with TSR and peer-relative performance .
- Discretionary discipline: 2024 EIP pool reduced to 91.4% despite initial 114.7% formula outcome, reflecting prudent calibration to external and internal market growth measures .
- No tax gross-ups, hedging/pledging prohibited, robust clawback enhances shareholder alignment .
Related Party Transactions and Red Flags
- Related party transactions: None requiring disclosure since January 1, 2024; policy prohibits transactions ≥$60,000 with insiders .
- Governance mitigants to dual role: Lead Independent Director, independent committees, executive sessions .
- Hedging/pledging: Prohibited; reduces alignment risk .
- Option repricing/modification: Not disclosed; PSUs for 2022–2024 vested at 62% of target due to relative TSR outcome .
Equity Vesting & Insider Selling Pressure
- Scheduled vesting: 2024 grants vest on April 5 in 2025–2028 (RSUs/options), creating predictable vest dates that can coincide with liquidity events .
- 2024 realized liquidity: Loy exercised 27,044 options and had 55,326 shares vest (combined realized value ≈$10.6M), indicative of ongoing monetization alongside retention vesting .
Board Service History and Committee Roles (Dual-Role Implications)
- Roles: Director since 2012; Chair since 2023; CEO through Aug 18, 2025; no committee membership .
- Independence considerations: Combined Chair/CEO balanced by Lead Independent Director with authority over agendas, information flow, executive sessions, and stockholder engagement; committees fully independent .
- Attendance/meetings: Board met 6 times in 2024; directors attended ≥75%; executive sessions at each regular meeting .
Employment & Contracts
| Provision | Key Terms |
|---|---|
| CEO Agreement | Base $1,030,000; EIP target 140%; auto-renewal; equity eligibility . |
| Severance (no CIC) | 2 years salary continuation ($2,060,000), health/dental continuation (~$40,184), up to $15,000 outplacement, continued vesting; additional 90 days option exercise . |
| CIC (double-trigger) | 3× salary + 3× bonus (greater of highest prior 3 years or target), 3 years benefits, full equity acceleration, 1-year option exercisability; estimated total $28.695M at 12/31/2024 . |
| Covenants | Non-compete/non-solicit 2 years (standard), 3 years (post-CIC) . |
| Clawback/Insider Policy | Nasdaq Rule 10D‑1 compliant clawback; insider trading policy prohibits hedging/pledging . |
Investment Implications
- Alignment and discipline: High variable pay, increasing PSU share, and 2024 negative EIP discretion indicate strong pay-for-performance alignment; hedging/pledging bans and ownership guidelines (CEO ≥6× salary) reduce misalignment risk .
- Transition risk and signal: CEO succession effective Aug 18, 2025 with Loy continuing as Executive Chair through Q2 2026; company notes risks around retention and stakeholder relationships during leadership change—monitor execution and any turnover in senior ranks .
- M&A posture: CIC terms (3× salary/bonus and full equity acceleration) imply meaningful transaction costs and could influence deal economics; equity acceleration magnitude ~$18.49M RSU/PSU and ~$1.28M in-the-money options at 12/31/2024 underscores potential dilution/cash implications in change events .
- Liquidity timing: Annual April 5 vesting tranches and observed 2024 exercises/vests create periodic supply; watch for Rule 10b-18 and trading windows around vest dates and post-retirement dynamics .
- Performance context: 2024 adj. EBITDA margin at 28.7% and multi-year TSR dynamics show resilience but peer TSR outperformance in 2024 suggests heightened competitiveness; monitor PSU outcomes and 2026 mix shift to assess incentive pressure on TSR .