Rodney Clark
ENTEGRISAbout Rodney Clark
Independent director at Entegris (ENTG) since 2021; age 55. He currently serves as Senior Vice President, Partnerships and Small & Medium Business at Cisco Systems, Inc. He is designated independent under Nasdaq rules and chairs the Board’s Environmental, Health, Safety & Sustainability Committee (EHSSC) while also serving on the Governance & Nominating Committee (GNC). Education: B.S., University of California, Fresno .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | SVP, Partnerships and Small & Medium Business | Current (dates not disclosed) | Leads global partner ecosystem and SMB growth initiatives |
| Johnson Controls International plc | Vice President and Chief Commercial Officer | Previously (dates not disclosed) | Led global sales excellence across the company |
| Microsoft Corporation | Corporate VP, Global Partner Sales & Channel Chief | Apr 2021–May 2022 | Drove partner ecosystem growth, cross-partner strategy |
| Microsoft Corporation | Corporate VP, Mixed Reality & Internet of Things | Apr 2013–Apr 2021 | Led MR/IoT initiatives and teams globally |
| Microsoft Corporation | GM, Samsung Alliance | Oct 2011–Mar 2013 | Managed strategic OEM/partner relationship |
| Microsoft Corporation | GM, Worldwide SMB Engagement | Jan 2010–Oct 2011 | Led global SMB customer/partner engagement |
| Microsoft Corporation | GM, Public Sector | Jan 2009–Jun 2010 | Ran Public Sector business unit |
| IBM Corporation | Sales/Marketing/Management roles | 8 years (dates not disclosed) | Various leadership roles in sales/marketing |
External Roles
| Type | Organization | Role | Tenure |
|---|---|---|---|
| Public company boards | None | — | — |
Board Governance
- Committee assignments: EHSSC (Chair); GNC (Member) .
- Independence: Board determined Rodney Clark is independent under Nasdaq rules .
- Meetings and attendance: Board met 6 times in 2024; EHSSC met 2 times; GNC met 2 times; each director attended at least 75% of Board and committee meetings during their service window .
- EHSSC mandate (as Clark chairs): Oversight of health, safety, environmental, sustainability, quality and product regulatory programs; climate-related risks; product stewardship; and CSR program progress .
- Governance practices: Executive sessions of independent directors at each regularly scheduled Board meeting ; majority voting policy for director elections ; Lead Independent Director role with robust responsibilities supports independent oversight .
- Stockholder engagement: Management engaged with >70% of Top 25 stockholders and participated in 18 investor conferences in 2024 .
Fixed Compensation (Director)
| Component | 2024 Policy/Value | Rodney Clark 2024 Actual |
|---|---|---|
| Annual cash retainer (non-employee directors) | $105,000 | — |
| Committee chair fee – EHSSC | $10,000 | — |
| Committee membership fees | No additional member fees (only chair fees) | — |
| Annual equity award (RSUs) | $210,000 (grant-date value; vests at next annual meeting/first anniversary) | — |
| Cash fees paid | — | $112,500 |
| Stock awards (RSUs; grant-date fair value) | — | $210,041 |
| Total | — | $322,541 |
- RSU vesting: Director RSUs vest at the next annual meeting or first anniversary of grant, aligning director interests with shareholders .
- As of 12/31/2024, each active director held 1,643 unvested RSUs outstanding (Ms. Puma 1,207 due to later appointment) .
Performance Compensation (Director)
- Directors do not receive performance-based bonuses or options; compensation is cash retainer plus time-vested RSUs. No director-specific performance metrics apply to director pay .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | None |
| Related-party transactions | Company policy prohibits related-party transactions ≥$60,000 without review; none involving directors/officers/families since Jan 1, 2024 and none requiring Item 404 disclosure |
| Hedging/pledging | Directors are prohibited from hedging and pledging company stock |
Expertise & Qualifications
- Sales strategy, customer relationships, communications; leadership of global teams; M&A evaluation/integration; risk management; and strengthening customer intimacy—all highlighted by experience at Cisco, Johnson Controls, and Microsoft .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (as of Mar 7, 2025) | 5,593 shares; <1% of outstanding |
| Unvested RSUs outstanding (as of Dec 31, 2024) | 1,643 shares (per-director standard award outstanding at year-end) |
| Director stock ownership guideline | 5× annual cash retainer |
| Compliance status (Board-wide) | All directors either in compliance or within 5-year grace period as of Jan 15, 2025 |
| Hedging/pledging policy | Prohibited for directors and officers |
Governance Assessment
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Board effectiveness and independence: Strong structure with majority voting for directors, lead independent director, executive sessions, and fully independent committees; Clark’s roles (EHSSC Chair and GNC member) place him at the center of sustainability, safety, and board-refresh/nomination oversight—key risk and governance levers for investors .
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Alignment and incentives: Director pay emphasizes equity via time-vested RSUs ($210k) and modest cash retainers/fees (Clark cash $112.5k in 2024), aligning directors with shareholder value without pay-for-performance distortions at the board level; ownership guidelines (5× retainer) and no hedging/pledging reinforce alignment .
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Attendance/engagement: Board and committees met regularly; all directors met attendance thresholds; management’s extensive investor outreach (>70% of Top 25) reflects constructive engagement under the Board’s oversight .
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Conflicts/related-party exposure: No related-party transactions involving directors since Jan 1, 2024; prohibitions on hedging/pledging reduce misalignment risk. No public company interlocks for Clark .
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Shareholder signals: Say‑on‑pay support remained high at ~91.2% in 2024, indicating broad investor approval of compensation governance; a shareholder proposal on simple majority voting was presented in 2025 (Board took no position), signaling ongoing dialogue on governance rights .
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RED FLAGS: None observed specific to Clark. No related-party transactions, no hedging/pledging, strong independence and committee leadership (EHSSC). Monitoring item: outcome of the simple majority voting proposal and any subsequent charter/by-law changes .