Joseph Colella
ENTEGRISAbout Joseph Colella
Joseph (Joe) Colella is Senior Vice President, General Counsel, Chief Compliance Officer and Secretary of Entegris, serving as an executive officer since 2020 after progressing through Deputy/Assistant GC roles and Senior Corporate Counsel since joining the company in 2013; he previously practiced as an associate at an international law firm (2007–2013) . He is 43 years old (FY2024 10-K) . Context for pay-for-performance: in 2024 Entegris reported $3.2B net sales, adjusted EBITDA margin of 28.7%, and 3–4 points of topline market outperformance; five-year TSR (2019–2024) reached $201.58 vs peer group TSR $287.31 and net income was $292.8M, framing incentive outcomes and alignment .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Entegris | SVP, General Counsel, Chief Compliance Officer and Secretary | Apr 2020–present | Oversees legal/compliance and corporate secretary functions; signs SEC filings (e.g., 8-Ks) |
| Entegris | VP, Deputy General Counsel | Dec 2018–Apr 2020 | Senior legal leadership supporting corporate transactions and governance |
| Entegris | Assistant General Counsel | Apr 2018–Dec 2018 | Legal support for corporate matters |
| Entegris | Senior Corporate Counsel | Dec 2013–Apr 2018 | Corporate/securities counsel |
| International law firm | Associate | 2007–2013 | Corporate legal practice prior to joining Entegris |
External Roles
No public company board roles are listed in Entegris’ executive officer biographies for Mr. Colella in the company’s 10-Ks and recent proxy statements .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 387,500 | 471,250 | 504,615 |
| EIP target (% of salary) | — | 60% | 70% |
| EIP target ($) | — | 294,000 | 357,000 |
| EIP actual (% of target) | — | 88.4% | 91.4% (after negative discretion) |
| EIP actual paid ($) | 288,591 | 259,896 | 326,298 |
2024 EIP: Initial formulaic payout was 114.7% of target; the Compensation Committee applied negative discretion to 91.4% based on performance vs. model, industry environment, and MSI vs. wafer-starts divergence .
Performance Compensation
Annual Incentive Plan (EIP) – design and outcomes
| Performance metric (2023) | Weighting | Target-setting notes |
|---|---|---|
| Adjusted EBITDA as % of net sales | 50% | PIM business excluded from EBITDA calc |
| Revenue growth in excess of markets | 15% | Constant-currency growth vs wafer starts/capex index |
| Inventory velocity improvement (DOH) | 25% | YoY DOH improvement excluding divested units |
| On‑time shipment performance | 10% | Average on-time shipments in Q4 2023 |
| ESG modifier | — | Committee discretion to adjust payout for ESG performance |
- 2023 payout: 88.4% of target for corporate participants; Colella’s EIP paid 88.4% ($259,896) .
- 2024 payout: Reduced to 91.4% of target via negative discretion; Colella’s EIP paid $326,298 .
Long‑Term Incentive (LTI) – targets and grants
| Item | 2023 | 2024 |
|---|---|---|
| Target LTI opportunity ($) | 1,450,000 | 1,500,000 |
| Program change | — | Committee committed to ≥50% PSUs beginning with 2026 grants |
2023 Grants of Plan‑Based Awards (grant date 1/31/2023 unless noted):
- RSUs: 7,184 units; grant‑date fair value $579,821 .
- PSUs: 5,389 target (threshold 2,695; max 10,778); grant‑date fair value $544,558 .
- Stock options: 12,852 options at $80.71 exercise price; grant‑date fair value $435,169 .
Vesting and outstanding awards (as of 12/31/2023):
- Options outstanding: 3,916/3,916 at $98.11 expiring 2/19/2028; 2,071/6,213 at $128.44 expiring 2/19/2029; 12,852 unexercised at $80.71 expiring 2/19/2030 .
- Unvested stock/PSUs: multiple RSU tranches and PSU targets outstanding (market values provided in proxy table) .
Option exercises and stock vesting
| Year | Options exercised (#) | Value realized on exercise ($) | Shares vested (#) | Value realized on vesting ($) |
|---|---|---|---|---|
| 2023 | 0 | 0 | 6,816 | 595,199 |
| 2024 | 0 | 0 | 7,963 | 1,095,548 |
Equity Ownership & Alignment
| Date (as of) | Beneficial ownership (shrs) | Right to acquire within 60 days (shrs) | % of class | Notes |
|---|---|---|---|---|
| Mar 10, 2023 | 23,508 | 6,812 | <1% | 149,663,380 shares o/s basis |
| Mar 8, 2024 | 30,109 | 13,229 | <1% | 150,733,837 shares o/s basis |
| Mar 7, 2025 | 45,090 | 23,820 | <1% | 151,321,346 shares o/s basis |
Stock ownership guidelines and policy:
- Guidelines: Senior Vice Presidents must hold Entegris stock equal to 2x base salary; all NEOs were in compliance as of Jan 31, 2025 .
- Anti‑hedging/anti‑pledging: Hedging and pledging of company stock are prohibited for directors, officers, employees and consultants .
Employment Terms
Change‑in‑Control (CIC) agreements (double‑trigger):
- Cash: 2x base salary plus 2x the greater of highest annual bonus in prior 3 years or target bonus for year of termination (CEO at 3x) .
- Benefits: Continuation of medical, dental, life insurance for 2 years (CEO 3 years) .
- Equity: Immediate vesting of all unvested equity; stock options exercisable up to 1 year post‑termination (or earlier expiry) .
- Outplacement: Up to $15,000 .
- Restrictive covenants: Confidentiality and two‑year post‑termination non‑compete and non‑solicit (three years for CEO) .
Clawback policy:
- Revised effective Oct 2, 2023 to align with Nasdaq Rule 10D‑1; applies to annual cash and equity incentives, with recovery upon accounting restatements; clawback language added to equity award agreements .
Nonqualified deferred compensation (SERP):
| Year | Executive contrib. ($) | Company contrib. ($) | Aggregate earnings ($) | Ending balance ($) |
|---|---|---|---|---|
| 2023 | 0 | 21,492 | 5,655 | 46,947 |
| 2024 | 9,700 | 25,171 | 8,225 | 99,201 |
Compensation Structure Analysis
- Increased at‑risk pay: Colella’s target LTI rose from $1.45M (2023) to $1.50M (2024), with the committee committing to increase PSU weighting to at least 50% starting with 2026 awards—raising performance leverage in equity pay .
- Annual bonus discipline: 2024 corporate EIP formula yielded 114.7% of target but was reduced to 91.4% via negative discretion, signaling governance alignment and calibration to external and internal market indicators .
- Governance protections: No hedging/pledging permitted; no tax gross‑ups; double‑trigger CIC; and enhanced clawback—all supportive of shareholder alignment and risk mitigation .
Performance & Track Record (Context)
- Company performance during Colella’s tenure as an executive (high‑level): 2024 net sales $3.2B, adjusted EBITDA margin 28.7%, and 3–4 points of market outperformance; five‑year TSR of $201.58 vs peer $287.31; 2024 net income $292.8M .
Investment Implications
- Alignment and retention: Colella’s compensation mix includes material equity (RSUs/PSUs/options) with increasing PSU emphasis from 2026, stock ownership guideline compliance (2x salary), and a strict anti‑pledging policy—supporting alignment and reducing forced‑sale risk .
- Near‑term selling pressure: No options were exercised in 2023–2024, while 6,816 (2023) and 7,963 (2024) shares vested—manageable flow‑through relative to total beneficial ownership; outstanding options have expirations in 2028–2030, spreading future exercise windows .
- Incentive quality: EIP emphasizes profitability (Adjusted EBITDA margin), relative growth, inventory velocity, and delivery performance; application of negative discretion in 2024 and addition of ESG modifier indicate active oversight and pay calibration to multi‑factor performance .
- Change‑in‑control economics: Double‑trigger 2x cash severance, full equity acceleration, and 2‑year non‑compete/non‑solicit balance retention with potential cost in a sale; standard for peers and unlikely to drive behavior absent a transaction .
- Overall: Compensation design and policies are investor‑friendly (no hedging/pledging, robust clawback), with equity ownership trending higher (30,109 in 2024 to 45,090 in 2025) and at‑risk mix increasing; limited evidence of selling pressure and clear levers to tie pay with performance .