James F. Gentilcore
ENTEGRISAbout James F. Gentilcore
James F. Gentilcore, age 72, is Entegris’ Lead Independent Director and has served on the Board since 2013; he is the retired Chairman and Chief Executive Officer of PQ Corporation with a B.Sc. from Drexel University and an MBA from Lehigh University . He is independent under Nasdaq rules and provides public company CEO, semiconductor supply chain, and M&A integration experience to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PQ Corporation | Executive Chairman; President & CEO | Exec Chairman until Dec 2018; CEO Jul 2016–Aug 2018 | Led performance chemicals company; enterprise risk oversight |
| CCMP Capital | Executive Advisor | Apr 2014–Jun 2016 | Private equity advisory; strategy and operations |
| Edwards Group Limited | CEO & Director | Dates not disclosed | Global industrial technology; risk management |
| EPAC Technologies Inc. | President, CEO & Director | Dates not disclosed | Logistics technology; operating leadership |
| Brooks Automation Inc. | Chief Operating Officer | Dates not disclosed | Semiconductor manufacturing automation; operations |
| Helix Technology Corp. | Chief Executive Officer | Dates not disclosed | Vacuum technology; led merger with Brooks |
| Advanced Energy Industries, Inc. | Chief Operating Officer | Dates not disclosed | Electronics manufacturing operations |
| Air Products Inc. | Business development & operations roles | ~10 years (early career) | Electronics materials industry |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| Pontem Corporation | Director | 2020–2023 | Public company board service |
| Milacron Holdings Corp. | Director | 2014–2019 | Public company board service |
Board Governance
- Lead Independent Director with robust responsibilities including agenda review, convening/presiding over executive sessions, liaison with independent directors, and availability for stockholder consultation; selected annually by independent directors .
- Committee assignments: Chair, Management Development & Compensation Committee (MDCC); Member, Environmental, Health, Safety & Sustainability Committee (EHSSC) .
- Committee cadence (2024): MDCC met 5x; EHSSC met 2x; Board met 6x; each director attended at least 75% of Board and committee meetings .
- Independence: All directors other than the CEO are independent; Gentilcore determined independent under Nasdaq rules .
- Board leadership: Combined Chair/CEO (Bertrand Loy) offset by strong Lead Independent Director role; Board reviews leadership structure annually .
- Stockholder engagement: Senior management and the Lead Independent Director engaged >70% of top 25 holders and participated in 18 conferences in 2024 .
- Governance practices include majority voting for directors, proxy access, executive sessions, stringent stock ownership, anti-hedging/pledging, and annual say-on-pay .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $105,000 | Paid quarterly; June 2024–May 2025 service period |
| Lead Independent Director fee | $35,000 | Additional annual cash fee |
| MDCC Chair fee | $15,000 | Additional annual cash fee |
| EHSSC Chair fee | $10,000 | Not applicable to Gentilcore (member, not chair) |
| Annual equity award (RSUs) | $210,000 | Valued at Annual Meeting date; restrictions lapse at next Annual Meeting or first anniversary |
| 2024 Director Compensation (James F. Gentilcore) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $151,250 |
| Stock Awards (RSUs, grant-date fair value) | $210,041 |
| Total | $361,291 |
| Unvested RSUs outstanding (12/31/2024) | 1,643 |
No meeting fees disclosed; directors are reimbursed for out-of-pocket expenses .
Performance Compensation
| Element | Structure | Metrics/Terms |
|---|---|---|
| Director equity | RSUs (time-based) | Annual grant; restrictions lapse at next Annual Meeting or first anniversary; dividend equivalents accrue and pay on vest |
- No performance-based equity (e.g., PSUs) or options are disclosed for directors; RSUs are time-based .
- Anti-hedging and anti-pledging policy applies to directors; prohibits hedging/pledging/speculative transactions in Company stock .
- Clawback policy revised in Oct 2023; equity award agreements now reference clawback rights aligned with Nasdaq Rule 10D-1 (primarily applicable to executive incentives) .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Compensation Committee interlocks | None; no MDCC member was an officer/employee; no relationships requiring Item 404 disclosure |
| Related-party transactions | Board policy prohibits transactions ≥$60,000; none since Jan 1, 2024 requiring Item 404 disclosure or affecting independence |
Expertise & Qualifications
- Over 40 years in technology and semiconductor supply chain; CEO experience at PQ Corporation and Edwards Group Limited with enterprise-wide risk accountability .
- Deep experience in manufacturing operations, corporate finance, safety, and governance; extensive M&A and integration leadership (e.g., Helix–Brooks) .
- Board skills matrix highlights corporate governance, risk management, public company CEO experience, global business, technology industry, semiconductor industry, finance/accounting, manufacturing/supply chain, sales/marketing, M&A, and human capital management .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial ownership (as of Mar 7, 2025) | 15,610 shares; <1% of outstanding |
| RSUs vesting within 60 days (as of Mar 7, 2025) | 1,643 shares |
| Director ownership guideline | 5x annual cash retainer |
| Compliance status | All directors in compliance or within grace period as of Jan 15, 2025 |
| Anti-hedging/pledging | Prohibited for directors |
Governance Assessment
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Strengths:
- Robust Lead Independent Director role with explicit duties; supports independence under combined Chair/CEO model .
- MDCC chaired by Gentilcore; uses independent consultant F.W. Cook; change-in-control agreements are double-trigger; no tax gross-ups or excessive perquisites; clawback policy in place .
- Board and committees are fully independent (except CEO on Board); regular executive sessions; majority voting for directors .
- Strong stockholder engagement and solid say-on-pay outcomes (91.2% approval in 2024), supporting investor confidence .
-
Watch items / potential risks:
- Combined Chair/CEO structure requires sustained effectiveness of the Lead Independent Director; annual review mitigates risk .
- Supermajority voting standards remain for certain fundamental governance changes; a stockholder proposal seeks simple majority voting—Board made no recommendation, indicating ongoing evaluation of shareholder preferences .
- Mandatory retirement at age 75; Gentilcore is 72, so Board succession planning and committee rotation remain relevant over coming years .