David Reeder
ENTEGRISAbout David Reeder
David Reeder is a semiconductor and technology executive with more than 20 years of leadership experience across IDMs, foundry, fabless, systems, and components. He became a director of Entegris in 2024 and was appointed President and CEO effective August 18, 2025; he will continue as a director while Bertrand Loy serves as Executive Chair through Q2 2026 . Reeder holds a B.S. in Chemical Engineering (University of Arkansas) and an MBA (SMU) . Company performance context: in 2024 Entegris delivered 3–4 points of topline market outperformance, expanded non-GAAP EBITDA margin to 28.7%, and repaid $624M of debt; 2024 net sales were ~$3.2B (as reported) . As CEO, Reeder’s initial priorities center on customer intimacy, accelerating capacity qualification (Taiwan/Colorado), and improving free cash flow; Q3’25 saw record free cash flow of $191M, and CapEx is expected to decline as the 2022–2025 investment cycle tapers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chewy, Inc. | Chief Financial Officer | 2024–2025 | Public company CFO experience; capital allocation and investor engagement . |
| GlobalFoundries Inc. | Chief Financial Officer | 2020–2024 | Led 2021 IPO; oversaw operations, supply chain, procurement, and IT . |
| Tower Hill Insurance Group | Chief Executive Officer | 2017–2020 | CEO experience outside semi; general management and operations . |
| Lexmark International Inc. | President & CEO; previously CFO | 2015–2017 | Public company CEO; turnaround and strategic execution . |
| Electronics for Imaging (EFI) | Chief Financial Officer | Prior to 2015 | Public company CFO; finance and operations . |
| Cisco; Broadcom; Texas Instruments | Senior roles (incl. CFO of Enterprise Networking at Cisco; VP Asia at Broadcom) | Various | Global P&L, Asia leadership, and operational excellence . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Entegris, Inc. | Director | 2024–present . |
| Alphawave IP Group plc | Director | 2023–present . |
| Milacron Holdings Corp. | Director | 2017–2019 . |
Fixed Compensation
| Component | Amount / Terms |
|---|---|
| CEO Base Salary | $1,000,000 per year, effective at CEO start date (Aug 18, 2025) . |
| CEO Target Bonus | 120% of base salary (prorated for 2025) under the Company’s EIP . |
| CEO Sign-on Cash Bonus | $410,000 total; 50% near start date, 50% on Apr 1, 2026; repayment if resigns without Good Reason before first anniversary; eligible for relocation program . |
| Director Cash Fees (2024) | $110,873 (administrative error: full amount paid in Jan 2025) . |
| Director Equity (2024) | $237,661 grant date fair value in RSUs . |
| Director Standard Retainer | Annual cash retainer $105,000; Chair fees: Audit $20,000; MDCC $15,000; GNC $10,000; EHSSC $10,000; annual director equity $210,000 in RSUs . |
Performance Compensation
- Short-term incentive (EIP) design: metrics and weights include Adjusted EBITDA % of net sales (50%), revenue growth in excess of markets (30%), inventory velocity improvement (10%), on-time shipment performance (10%) with linear interpolation; CSR modifier may apply .
- 2024 EIP payout result: 114.7% formula result, reduced via negative discretion to 91.4% of target (signals pay moderation in a challenging environment) .
- Long-term incentive (Company-wide design): 40% RSUs, 30% stock options (7-year term), 30% PSUs based on 3-year relative TSR vs SOX; negative absolute TSR caps payout at target; PSUs vest at end of 3 years per payout curve (25th/50th/85th percentiles = 50%/100%/200%) .
- Planned shift: beginning with 2026 awards, PSUs will be increased to ≥50% of equity mix (higher performance leverage) .
| CEO Initial Equity (at Appointment) | Structure | Vesting / Notes |
|---|---|---|
| $11.1M total target value | ~40% RSUs; 30% stock options; 30% PSUs (target) | Vesting schedules and terms align with April 2025 executive grants; intended ~$7.0M make-whole for forfeited prior employer equity . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Mar 7, 2025) | 1,833 shares; includes 1,643 RSUs vesting within 60 days . |
| Ownership as % Shares Outstanding | Less than 1% (151,321,346 shares outstanding) . |
| Executive Stock Ownership Guidelines | CEO: 6x base salary; CFO: 3x; SVPs: 2x; other execs: 1x . |
| Director Stock Ownership Guidelines | 5x annual director cash retainer; 5-year compliance window . |
| Hedging/Pledging | Prohibited for directors, officers, employees, consultants (anti-hedging and anti-pledging policy) . |
| Clawback | Nasdaq 10D-1 aligned clawback policy (Oct 2, 2023) covering cash and equity incentive comp upon required restatement . |
Employment Terms
| Term | Detail |
|---|---|
| CEO Start Date | August 18, 2025 . |
| Non-CIC Termination (No Cause/Good Reason) | 2 years of base salary continuation; 2 years medical/dental benefits; up to $15,000 outplacement; continued vesting of outstanding equity for 2 years; vested options exercisable until 2 years + 90 days post-termination . |
| Change-in-Control (Double Trigger) | Lump sum equal to 3x base salary + 3x greater of highest annual bonus in prior 3 years or target bonus; up to 3 years health/welfare benefits; full accelerated vesting of outstanding equity; up to $15,000 outplacement; 3-year post-termination non-compete and non-solicit . |
| Qualifying Retirement | Continued vesting on initial and annual-cycle awards; vested options exercisable up to 4 years (or earlier expiration); requires ≥5 years service, age ≥55, and “Rule of 60” (age + service ≥60), plus notice and covenants . |
| Indemnification | Company indemnity agreement per standard form . |
Board Governance
- Board service: Director since 2024; served as Audit & Finance Committee Chair in 2024 and (before CEO appointment) was listed on Audit & Finance and Governance & Nominating committees; effective May 11, 2025, he stepped off Audit & Finance and GNC; Mary Puma became Audit Chair; Lead Independent Director James Gentilcore joined Audit .
- Independence: Board determined Reeder (and 6 of 8 nominees) to be independent under Nasdaq rules prior to becoming CEO; only CEO is non-independent on the Board .
- Committee cadence (2024): Board met 6x; Audit & Finance 5x; Management Development & Compensation 5x; Governance & Nominating 2x; EHSS 2x .
- Governance practices: Annual say-on-pay; majority voting; proxy access; independent committees; executive sessions; stringent stock ownership; no hedging/pledging; no tax gross-ups agreements .
- Dual-role implications: Reeder is CEO and director (not Chair); Board mitigates concentration via Lead Independent Director and fully independent committees; Executive Chair role (Loy) continues through Q2’26 to support transition .
Director Compensation
| Component | 2024 Amount / Policy |
|---|---|
| Director Cash Retainer | $105,000 annual retainer . |
| Committee Chair Fees | Audit $20,000; MDCC $15,000; GNC $10,000; EHSSC $10,000 . |
| Annual Director Equity | $210,000 in RSUs; vest on earlier of next annual meeting or first anniversary . |
| David Reeder 2024 | Cash fees $110,873; equity $237,661; note administrative error on timing of cash payment . |
Performance & Track Record (as CEO)
| Focus Area | Early Evidence |
|---|---|
| Strategic Priorities | 1) Customer intimacy and ecosystem engagement; 2) Accelerate Taiwan/Colorado qualification; 3) Improve FCF and delever . |
| Free Cash Flow | Record Q3’25 FCF $191M; inventory reduced by ~$50M in Q3 . |
| Leverage | Q3’25 gross debt ~$3.9B; net debt ~$3.5B; paid down $150M term loan in Q3; priority is debt reduction . |
| CapEx Cycle | Investment cycle largely complete by late 2025; CapEx expected down in 2026; significant available capacity for >$1B incremental revenue with limited capex . |
Compensation Committee & Benchmarking Context
- Pay philosophy: high at-risk mix; CEO ~93% variable; other NEOs ~79% variable (target) .
- Peer group (for benchmarking): Albemarle, AMETEK, Celanese, Coherent, Graco, Keysight, KLA, Marvell, MKS, Monolithic Power, Nordson, Qorvo, Skyworks, SolarEdge, Teledyne, Teradyne, Trimble, Zebra; target pay at market median adjusted for role/performance/retention .
- Say-on-pay support: 91.2% in 2024; 92.1% in 2023 .
Equity Award Mechanics (Vesting Schedules)
| Award Type | Typical Terms |
|---|---|
| RSUs | Vest ratably over 4 years (executives and directors; director RSUs vest on earlier of next AGM or first anniversary) . |
| Stock Options | 7-year term; vest in 4 annual installments; strike at grant-date FMV . |
| PSUs | 3-year relative TSR vs SOX; 0–200% payout; negative absolute TSR capped at target . |
Related Party / Red Flags
- Related-party transactions: none requiring disclosure since Jan 1, 2024; policy prohibits transactions ≥$60,000 with directors/officers/families .
- Hedging/Pledging: prohibited .
- Discretionary pay: 2024 EIP payout reduced from formulaic 114.7% to 91.4% .
Investment Implications
- Compensation alignment and retention: Reeder’s CEO package is predominantly at-risk (bonus and equity), with PSUs tied to relative TSR and EIP tied to profitability, growth above market, and operational KPIs—plus a robust clawback and anti-hedging/pledging policy; the 2026 shift to ≥50% PSUs further tightens pay-for-performance alignment .
- Vesting and potential selling pressure: Time-based RSUs/options vest over four years and PSUs cliff-vest at 3 years; combined with stock ownership guidelines (CEO 6x salary) and anti-hedging/pledging, this reduces near-term selling pressure but sets predictable vesting over the next 3–4 years; no pledging allowed .
- Change-in-control economics: Double-trigger CIC terms (3x salary+bonus; full acceleration) are market-consistent for a CEO of this scale; non-CIC separation provides 2 years of salary/benefits and continued vesting—mitigating retention risk while avoiding single-trigger acceleration .
- Execution priorities as trading signals: Early emphasis on accelerating facility qualifications, lowering CapEx, improving FCF, and deleveraging should support multiple expansion and de-risk the balance sheet; Q3’25 record FCF and debt paydown are initial proof points .
- Governance strength: Board uses independent leadership (Lead Independent Director, independent committees) and has high say-on-pay support (91.2% in 2024), indicating alignment with shareholders during CEO transition; Reeder now serves as CEO/director while Chair responsibilities sit with the Executive Chair through Q2’26 .
Notes and sources: All figures and statements cited from Entegris 2025 DEF 14A (Mar 17, 2025) ; Entegris 8-K and press release on CEO succession (May 12, 2025) ; and Q3’25 earnings call transcript (Oct 30, 2025) .