Daniel Woodland
ENTEGRISAbout Daniel Woodland
Senior Vice President and President, Materials Solutions at Entegris (ENTG); executive officer since 2022 following Entegris’ acquisition of CMC Materials on July 6, 2022. Age 52 as of the 2023 proxy; previously led Advanced Planarization Solutions before the materials divisions were combined into Materials Solutions in 2023 . Under his division, Materials Solutions sales rose 11% in 2024 (ex-divestitures), while the company delivered >5% revenue growth with estimated market outperformance of 3–4 points; EBITDA margin was 27% in 2023 amid industry downturns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Entegris | SVP, President Advanced Planarization Solutions | 2022–2023 | Joined via CMC Materials acquisition; leadership reflected in EIP participation adjusted for legacy CMC Q4 2022 performance . |
| Entegris | SVP and President, Materials Solutions | 2023–Present | Divisions combined into Materials Solutions; sales +11% in 2024, driven by CMP consumables, advanced deposition materials, selective etching chemistries . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $264,192 | $530,000 | $550,000 |
| Target Bonus % of Salary | 70% (pro‑rated) | 70% | 70% |
| Target EIP Award ($) | $181,938 | $371,000 | $385,000 |
| Actual EIP Payout % of Target | 115.9% | 89.7% | 111.0% (divisional) |
| Actual EIP Award ($) | $210,867 | $332,787 | $427,350 |
Performance Compensation
Short-Term Incentive (EIP) Design and Outcomes
| Performance Measure | Threshold | Target | Max | Weighting | Plan Year |
|---|---|---|---|---|---|
| Adjusted EBITDA as % of net sales | N/A | Company-selected key metric | N/A | 50% | 2024 |
| Revenue growth in excess of markets | N/A | Constant currency vs industry index | N/A | 30% | 2024 |
| Inventory velocity improvement | N/A | QoQ improvement in days on hand | N/A | 10% | 2024 |
| On-time shipment performance | N/A | Avg on-time shipments in last quarter | N/A | 10% | 2024 |
| Adjusted EBITDA as % of net sales | 21% | 27% | 33% | 50% | 2023 |
| Revenue growth in excess of markets | 3.0% | 4.5% | 6.0% | 15% | 2023 |
| Inventory velocity improvement | 18% | 21% | 25% | 25% | 2023 |
| On-time shipment performance | 80% | 88% | 95% | 10% | 2023 |
- 2024 EIP result: corporate formula 114.7% reduced to 91.4% via negative discretion; Woodland’s divisional EIP paid at 111.0% of target ($427,350) .
- 2023 EIP result: corporate payout 88.4%; Woodland’s divisional payout 89.7% of target ($332,787) .
Long-Term Incentive (LTI) Structure and Grants
| Element | 2023 Policy | 2024 Policy | Notes |
|---|---|---|---|
| RSUs (time-vested) | 40% of LTI mix | 40% of LTI mix | Four-year ratable vesting . |
| Stock Options | 30% of LTI mix | 30% of LTI mix | Four-year ratable vesting . |
| PSUs (Relative TSR vs SOX) | 30% of LTI mix | 30% of LTI mix | 3-year performance; 0–200% payout . |
| LTI Target Value (Woodland) | $1,200,000 | $1,400,000 | Committee committed to raise PSU weight ≥50% starting 2026 . |
| Grants and Reported Values (Woodland) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards Grant-Date Fair Value ($) | $2,399,933 | $930,423 | $1,299,197 |
| Option Awards Grant-Date Fair Value ($) | — | $360,270 | $490,317 |
| Options Exercised (#) / Value Realized ($) | — | — | 30,000 / $2,686,509 |
| Shares Vested (#) / Value Realized ($) | — | — | 13,512 / $1,576,276 |
Equity Ownership & Alignment
| Ownership Metric | As of Mar 8, 2024 | As of Mar 7, 2025 |
|---|---|---|
| Beneficially Owned Shares | 76,932 | 60,672 |
| Shares Acquirable within 60 Days | 73,698 | 49,484 |
| % of Outstanding Shares | <1.0% (per proxy) | <1.0% (per proxy) |
| Unvested Equity Detail (Dec 31, 2024) | Count (#) | Market/Payout Value ($) | Notes |
|---|---|---|---|
| RSUs not yet vested (multiple grants) | 13,012; 4,458; 4,588 | $1,301,981; $445,176; $455,864 | Market value uses $99.06 close . |
| PSUs (target) unearned | 4,460; 3,443 | $445,376; $342,096 | Relative TSR vs SOX; 3-year period . |
| Outstanding Options (Dec 31, 2024) | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| Legacy grants | 5,151 | 0 | 55.88 | 12/6/2028 |
| 12,656 | 0 | 70.03 | 12/5/2029 | |
| 12,667 | 0 | 79.97 | 12/3/2030 | |
| 10,564 | 0 | 77.55 | 12/6/2031 | |
| 2020 grant | 2,660 | 7,980 | 80.71 | 2/19/2030 |
| 2021 grant | 0 | 7,916 | 140.62 | 4/1/2031 |
- Stock ownership guidelines: Senior Vice Presidents must hold 2x base salary; all NEOs in compliance as of Jan 31, 2025 .
- Anti-hedging/pledging: Company policy prohibits hedging and pledging for executives .
Vesting Schedules (Time-Based RSUs; sample of scheduled lapses)
| Vesting Date | Grant Date | RSUs Vesting (Woodland) |
|---|---|---|
| Feb 19, 2024 | Feb 1, 2022 | 856 |
| Feb 19, 2024 | Jan 31, 2023 | 1,858 |
| Aug 15, 2024 | Jul 6, 2022 | 6,506 |
| Sep 30, 2024 | Dec 6, 2021 | 5,520 |
| Feb 19, 2025 | Feb 1, 2022 | 856 |
| Feb 19, 2025 | Jan 31, 2023 | 1,858 |
| May 15, 2025 | May 15, 2023 | — (not applicable to Woodland) |
| Aug 15, 2025 | Jul 6, 2022 | 6,506 |
| Feb 19, 2026 | Feb 1, 2022 | 856 |
| Feb 19, 2026 | Jan 31, 2023 | 1,858 |
| Aug 15, 2026 | Jul 6, 2022 | 6,506 |
| Feb 19, 2027 | Jan 31, 2023 | 1,486 |
Note: Option and RSU awards vest ratably over four years; PSUs vest at the end of the 3-year performance period based on Relative TSR outcomes .
Employment Terms
- Change-in-control (double-trigger): For Woodland and other NEOs, if terminated without cause or resigns for good reason within 24 months after a COC, immediate vesting of all unvested equity; lump-sum severance equal to 2x base salary plus 2x the greater of the highest annual bonus in the prior three years or current-year target; two years of medical/dental/life benefits; up to $15,000 outplacement; options exercisable up to one year post-termination .
- Restrictive covenants: Confidentiality plus two-year post-termination non-compete and non-solicit for NEOs (three years for CEO) .
- Clawback: Revised incentive compensation clawback policy effective Oct 2, 2023 aligned with Nasdaq Rule 10D-1; applies to cash and equity incentives and incorporates clawback rights in award agreements .
- Insider Trading Policy: Prohibits pledging, hedging, short sales, and trading in derivative securities by employees and directors .
- Deferred compensation: Participates in SERP; 2024 registrant contributions credited $31,944; aggregate balance $321,322 .
Compensation Structure Analysis
- Cash vs equity mix: Woodland’s compensation is predominantly variable and equity-based; 2024 stock awards $1.30M and option awards $0.49M vs base salary $0.545M, EIP $0.427M . The company emphasized pay-for-performance with 79% average variable compensation for NEOs and 93% for CEO .
- LTI design: Mix remained 40% RSUs / 30% options / 30% PSUs through 2024; shift to ≥50% PSUs starting 2026 increases performance linkage and risk for executives tied to relative TSR .
- EIP metrics: Strong operational and profitability focus—Adjusted EBITDA %, market outperformance, inventory velocity, on-time shipments; divisional calibration used for Woodland .
Say-on-Pay & Governance
- Say-on-pay approvals: 92.1% (2023, covering 2022 pay) and 91.2% (2024, covering 2023 pay); no significant changes recommended by the Compensation Committee in response .
- Governance practices: Independent committee oversight; independent consultant F.W. Cook; stringent ownership guidelines; clawback policy; double-trigger COC; no tax “gross-up” agreements .
Investment Implications
- Alignment: Woodland’s incentive structure is highly performance-driven with divisional EIP and PSU linkage to Relative TSR; upcoming increase in PSU weighting in 2026 further tightens pay-for-performance alignment .
- Retention risk: COC agreements with 2x cash multiples, full equity acceleration, and two-year benefits reduce turnover risk; two-year non-compete/non-solicit and clawback enhance retention and compliance .
- Insider selling pressure: Predictable RSU vesting cadence (notably 6,506 shares each Aug 15 through 2026) and 2024 option exercises (30,000 shares; $2.69M realized) suggest monitoring Form 4 filings around vest/exercise windows for potential flow impacts .
- Skin-in-the-game: Beneficial ownership is below 1% but includes substantial near-term acquirable shares; compliance with 2x salary ownership guideline and anti-hedging/pledging policy supports alignment .
Key monitoring: Divisional performance trends in Materials Solutions (growth drivers: CMP consumables, deposition materials, selective etch), PSU outcomes versus SOX peers, and vest/exercise timing for RSUs/options .