James P. Lederer

About James P. Lederer

Independent director of Entegris since 2015, age 64, with more than three decades of executive leadership in semiconductors and wireless technology. Former Executive Vice President at Qualcomm, serving as CFO and COO of Qualcomm CDMA Technologies from 2008 until his retirement in January 2014; previously CFO of Qualcomm’s largest segment beginning in 2001 and Senior Vice President, Finance and Business Operations. Holds B.S. and M.B.A. from the State University of New York at Buffalo. Key credentials include deep finance and accounting expertise, enterprise risk management leadership, and extensive semiconductor industry experience .

Past Roles

External Roles

Board Governance

• Committee assignments: Management Development & Compensation Committee (member); Governance & Nominating Committee (member) .
• Independence: Board determined Lederer is independent under Nasdaq rules; Board committees are fully independent; executive sessions at each regularly scheduled Board meeting .
• Attendance and engagement: Board held 6 meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings during their service period; directors were present in-person at the 2024 Annual Meeting .
• Committee activity in 2024: MDCC met 5 times; Governance & Nominating met 2 times .
• Compensation committee governance: MDCC uses an independent consultant (F.W. Cook); no interlocks or insider participation requiring disclosure; members (including Lederer) were not Company officers and had no Item 404 relationships .

Fixed Compensation

• Director compensation framework (effective April 2024): annual cash retainer $105,000; chair fees (if applicable) — Audit & Finance $20,000, MDCC $15,000, G&N $10,000, EHSSC $10,000; annual equity award $210,000 in RSUs valued on the date of each Annual Meeting; RSU restrictions lapse at the earlier of the subsequent Annual Meeting or first anniversary of grant; no meeting or membership fees disclosed .
• 2024 actual compensation for Lederer: cash fees $112,500; stock awards fair value $210,041; total $322,541 .

Performance Compensation

• Non-employee directors receive time-based RSUs; there are no performance-conditioned director awards (no PSUs/options disclosed for directors). Each active director held 1,643 unvested RSUs as of December 31, 2024 (Puma 1,207) . RSUs vest at the earlier of the next Annual Meeting or first anniversary; no director-specific performance metrics are tied to the RSU grants .

Other Directorships & Interlocks

• Current public board: Lattice Semiconductor Corporation (director since 2018) .
• Compensation committee interlocks: None for ENTG MDCC in 2024; no members were Company officers or had relationships requiring Item 404 disclosure; no reciprocal executive/committee roles with other issuers involving ENTG executives .
• Shared directorships with competitors/customers/suppliers: Not disclosed in proxy .

Expertise & Qualifications

• Finance and accounting leadership with direct oversight of SEC-level reporting and certification at Qualcomm; led global enterprise risk management covering operational, strategic, and financial risks .
• Semiconductor/mobile/wireless domain expertise spanning two decades; senior roles at Qualcomm; prior roles at Motorola, GM, Scott Aviation .
• Education: SUNY Buffalo (B.S., M.B.A.) .

Equity Ownership

• Beneficial ownership: 19,545 ENTG shares; less than 1% of outstanding shares .
• RSUs outstanding: 1,643 unvested RSUs as of December 31, 2024; vesting within 60 days of March 7, 2025 counts toward short-term acquisition .
• Ownership guidelines: Directors must hold stock equal to 5× annual cash retainer; all directors were compliant or within the five-year grace period as of January 15, 2025 .
• Hedging/pledging: Prohibited for directors under the Company’s Insider Trading Policy; anti-hedging and pledging policy in place since 2014 .

Governance Assessment

• Board effectiveness and independence: Lederer serves on two core governance committees (G&N and MDCC), both fully independent, supporting board refreshment, succession, compensation oversight, and director nominations; ENTG holds executive sessions at each Board meeting, and uses majority voting with a resignation policy, reinforcing accountability .
• Engagement and attendance: At least 75% meeting attendance by all directors; active committee cadence (MDCC 5, G&N 2) indicates substantive oversight and engagement in 2024 .
• Alignment and incentives: Director pay is balanced—cash plus time-based RSUs with strict stock ownership guidelines (5× retainer) and prohibitions on hedging/pledging, enhancing alignment and minimizing misaligned risk-taking; no director perquisites or tax gross-ups in compensation programs .
• Conflicts and related parties: No related-party transactions requiring Item 404 disclosure since January 1, 2024; transactions >$60,000 with directors and immediate families are prohibited by policy, reducing conflict risk .
• Shareholder signals: Strong say-on-pay support (91.2% “for” in 2024) reflects positive investor sentiment toward executive compensation governance; Board engages extensively with investors (IR met >70% of Top 25 holders; 18 conferences) .

RED FLAGS

• None disclosed: No related-party transactions; no hedging/pledging; MDCC interlocks absent; director equity is time-based (RSUs) rather than performance-conditioned—typical for non-employee directors .