Linda LaGorga
ENTEGRISAbout Linda LaGorga
Linda LaGorga, 56, is Senior Vice President and Chief Financial Officer of Entegris (executive officer since 2023). She holds a B.S. in Materials Science & Engineering from the University of Pennsylvania and an MBA from Harvard Business School; she began her career as a U.S. Navy officer and later held senior finance roles at Goldman Sachs, Bausch Health, and Honeywell before joining Entegris on May 15, 2023 . In 2024, Entegris reported revenue growth outperformance of 3–4 points versus its markets with gross and EBITDA margins up year over year; the Compensation Committee applied negative discretion to the annual bonus (EIP) for a 91.4% of target payout, and the 2022–2024 TSR PSUs vested at 62% of target on relative TSR of ~31st percentile (company TSR ~-19%) . As CFO, LaGorga emphasized deleveraging and efficiency: Q2’25 remarks highlighted $15M annualized cost savings, net leverage ~4x (gross 4.3x), focus on FCF margin moving to low double digits in 2025, and no major maturities until 2028 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Honeywell (UOP BU) | Vice President & CFO | ND | Finance leadership for $2.4B process technology/catalyst business |
| Honeywell (Aerospace MSC) | Vice President & CFO | ND | P&L finance leadership in aerospace systems/components |
| Honeywell Corporate | Head of FP&A | 2018–2021 | Led corporate FP&A for diversified industrial; capital allocation rigor |
| Bausch Health | Global Treasurer & Head of Business Development | ND | Capital structure, M&A execution |
| Goldman Sachs | Investment Banking, Managing Director | ND | Capital markets/M&A expertise |
| U.S. Navy | Lieutenant | ND | Early leadership and operations background |
External Roles
No public-company board roles or external directorships disclosed in the filings reviewed .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | $550,000 offer; paid $317,308 (partial year) | $570,000 base (program basis); paid $564,615 |
| Target annual bonus (% of salary) | 70% | 70% |
| Target annual bonus ($) | Prorated | $399,000 |
| Actual annual bonus payout ($) | $215,393 | $364,686 (91.4% of target) |
Performance Compensation
2024 Annual Incentive Plan (EIP)
| Metric | Weight | Target | Actual | Payout |
|---|---|---|---|---|
| Adjusted EBITDA as % of net sales | 50% | ND | ND | Contributed to 91.4% total payout |
| Revenue growth in excess of markets | 30% | ND | ND | Contributed to 91.4% total payout |
| Inventory velocity improvement | 10% | ND | ND | Contributed to 91.4% total payout |
| On-time shipment performance | 10% | ND | ND | Contributed to 91.4% total payout |
| Committee discretion | — | — | — | Negative discretion from 114.7% formula to 91.4% final |
Notes:
- Financial/operational targets set annually; pool formula allows 0–200% payout; CSR modifier discretionary .
- 2024 results: formula ~114.7% reduced to 91.4% due to relative performance vs external model (MSI vs wafer starts) and macro context .
Long-Term Incentive (structure and 2024 grants)
Program mix (2024 for executive officers): 40% RSUs (4-year ratable), 30% stock options (4-year ratable, 7-year term), 30% PSUs (3-year relative TSR vs SOX, 0–200% payout; capped at 100% if absolute TSR negative) . Committee committed to raise PSU weighting to ≥50% starting with 2026 grants .
| Instrument | Grant date | Shares/Units | Strike | Term | Vesting | Grant-date fair value |
|---|---|---|---|---|---|---|
| RSUs | 4/1/2024 | 6,556 | — | — | 25% annually over 4 yrs | $921,905 |
| PSUs (target) | 4/1/2024 | 4,919 | — | — | 3-year cliff; relative TSR vs SOX; 0–200% | $934,413 |
| Stock options | 4/1/2024 | 11,308 | $140.62 | 7 yrs | 25% annually over 4 yrs | $700,418 |
Additional context:
- PSU payout for 2022–2024 cycle: 62% of target based on ~-19% TSR and ~31st percentile vs SOX peers .
- 2024 target LTI value for CFO: $2,000,000 (post sign-on cycle); she received a $3,000,000 sign-on LTI at hire in 2023 (40% RSUs/30% options/30% PSUs) .
2024 realized vesting/exercises:
- Shares vested in 2024: 3,274; value on vesting $439,895 .
- Options exercised in 2024: none .
Equity Ownership & Alignment
Beneficial ownership (as of March 7, 2025)
| Holder | Shares beneficially owned | % of class | Shares subject to acquisition within 60 days |
|---|---|---|---|
| Linda LaGorga | 12,498 | * (under 1%) | 10,185 |
Notes:
- Ownership guidelines: CFO minimum holding = 3× base salary; as of Jan 31, 2025, all NEOs are in compliance .
- Anti-hedging and pledging: Company prohibits hedging and pledging of company stock by insiders .
- Clawback: Nasdaq Rule 10D-1 aligned clawback effective Oct 2, 2023, covering cash and equity incentives .
Outstanding equity awards at FY-end (Dec 31, 2024)
| Type | Exercisable | Unexercisable | Strike | Expiration |
|---|---|---|---|---|
| Stock options (2023 hire grant) | 5,719 | 17,157 | $91.63 | 5/15/2030 |
| Stock options (2024 annual) | — | 11,308 | $140.62 | 4/1/2031 |
| Unvested RSUs (shares) | Market value at 12/31/24 |
|---|---|
| 9,822 | $978,861 |
| 6,556 | $651,404 |
| Unearned PSUs at target (shares) | Market/payout value at 12/31/24 |
|---|---|
| 9,822 | $978,861 |
| 4,919 | $488,752 |
Vesting cadence and near-term supply:
- RSUs vest in equal annual installments over four years from grant dates (e.g., 4/1 and 5/15 cycles), creating predictable calendar-based vesting windows that can add incremental insider selling supply if shares are sold to cover taxes .
- Options vest ratably over four years; seven-year term .
- PSUs vest after a 3-year performance period based on relative TSR versus the SOX constituents; capped at target if absolute TSR is negative .
Deferred compensation (SERP)
| Year | Executive contrib. | Company contrib. | Aggregate balance at FYE |
|---|---|---|---|
| 2024 | — | $26,101 | $26,101 |
Employment Terms
| Term | Key details |
|---|---|
| Start date / role | Appointed SVP & CFO effective May 15, 2023 |
| Offer letter cash comp | Base salary $550,000; target bonus 70% of salary; sign-on bonus up to $135,000 for reimbursable expenses; relocation program participation (subject to repayment if resign within 1 year) |
| Equity | Initial LTI grant at hire with $3,000,000 target value (40% RSUs/30% options/30% PSUs); from 2024, eligible for ~$2,000,000 annual LTI |
| Change-in-control design | Double-trigger vesting required; anti-hedging/pledging prohibitions; clawback policy in place |
| Non-compete / non-solicit | Two-year post-termination covenants for NEOs under CIC agreements (CEO has three years) |
| Potential payout on qualifying CIC termination (illustrative values as of 12/31/24) | Salary $1,140,000; Cash incentive $798,000; Insurance/benefits $26,648; Acceleration of in-the-money options $127,477; Acceleration of RSUs/PSUs $3,097,877; Total $5,190,002 |
Multi-Year Reported Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock awards ($) | Option awards ($) | Non-equity incentive plan ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 564,615 | 1,856,318 | 700,418 | 364,686 | 54,005 | 3,540,042 |
| 2023 | 317,308 | 2,483,722 | 899,942 | 215,393 | 231,081 | 4,147,446 |
Compensation Structure Analysis
- Variable pay dominance with discipline: Other NEOs’ target TDC ~79% variable; 2024 EIP paid at 91.4% and PSUs (2022–2024) at 62%, signaling committee willingness to reduce payouts below formulas when warranted .
- LTI mix includes options and PSUs: 2024 grants split across RSUs (retention), options (upside sensitivity), and TSR-based PSUs (relative performance), with a shift to ≥50% PSU weighting from 2026 to heighten performance alignment .
- Governance guardrails: Double-trigger CIC, anti-hedging/pledging, and clawback mitigate risk; no tax gross-ups or material perquisites .
Performance & Track Record (operating/financial context)
- 2024 performance framing: Revenue growth outperformance 3–4 pts vs market; gross and EBITDA margins up y/y; EIP formula outcome reduced via negative discretion to 91.4% .
- Capital allocation and balance sheet under LaGorga: $15M annual cost savings initiatives; net leverage ~4.0x (gross 4.3x), blended interest ~5%, ~95% fixed-rate, no maturities until 2028; priority on debt paydown; FCF margin targeted low double digits in 2025 .
Equity Ownership & Alignment Policies
- Ownership guidelines: CFO required minimum = 3× base salary; all NEOs in compliance as of Jan 31, 2025 .
- Anti-hedging/pledging: Comprehensive ban on hedging and pledging company securities by insiders .
- Clawback: Policy compliant with Nasdaq 10D-1 recoups incentive pay after restatement; embedded in equity award agreements .
Investment Implications
- Alignment and discipline: Pay outcomes (EIP 91.4%, PSU 62%) and 2026 move to ≥50% PSUs indicate strong pay-for-performance linkage and rising exposure to relative TSR, a positive for alignment with shareholders .
- Retention risk appears manageable: Significant unvested RSUs/PSUs and unexercisable options create multi-year retention hooks; two-year post-termination non-compete/nonsolicit and double-trigger CIC reduce abrupt turnover risk .
- Trading/flow watch: RSU vesting anniversaries (e.g., 4/1 and 5/15 cycles) and PSU certification windows are potential supply catalysts; 2024 vesting of 3,274 shares provides a marker for annual cadence .
- Balance sheet focus: CFO’s deleveraging/cost actions (savings, terming-out debt, fixed-rate mix) lower financial risk and could support multiple/FCF recovery if semiconductor cycle improves; monitor progress toward net leverage <4x and FCF margin trajectory in H2’25 .