Susan Rice

About Susan Rice

Susan Rice is Senior Vice President, Global Human Resources at Entegris, and has been a named executive officer since 2017; she is 66 years old . In 2024, Entegris reported revenue growth outperformance of 3–4 points versus its markets, with gross margin and EBITDA margin up year over year; the corporate EIP paid 91.4% of target, and the 2022–2024 PSU cycle vested at 62% of target based on relative TSR, indicating below-target long-term performance alignment for that cycle . Pay-versus-performance disclosures show cumulative TSR of $201.58 on a $100 investment (2019–2024), net income of $292.8M, and Adjusted EBITDA margin of 28.7% in 2024; peer TSR was $287.31 over the same period .

Fixed Compensation

• 2024 annual base salary rate: $500,000 (5% increase vs 2023) .
• Target annual incentive (EIP): 70% of base salary; target amount $350,000 .

Multi-year cash and other fixed pay components:

Performance Compensation

Short-Term Incentive (EIP) – 2024 Design and Outcome

• Weighting framework and metrics (corporate plan):
  • Adjusted EBITDA as % of net sales: 50%
  • Revenue growth in excess of markets: 30%
  • Inventory velocity improvement: 10%
  • On-time shipment performance: 10%

Committee exercised negative discretion, reducing formula outcome from 114.7% to 91.4% of target, citing performance context and market measurement differences (MSI vs wafer starts) .

Long-Term Incentives (LTI) – 2024 Grants and Structure

• Mix for executive officers: 40% RSUs (4-year ratable vesting), 30% options (4-year ratable vesting; 7-year term), 30% PSUs (3-year relative TSR vs SOX; 0–200% payout; capped at target if absolute TSR negative; vests at 3 years) .
• PSU 2022–2024 cycle paid at 62% of target (TSR ≈ -19%, 31st percentile vs SOX) .
• Committee plans to raise PSU weighting to 50% or higher starting with 2026 awards .

2024 grants to Susan Rice:

Multi-year performance pay from Summary Compensation Table:

Equity Ownership & Alignment

Beneficial Ownership and Guidelines

• Beneficial ownership: 85,285 shares as of March 7, 2025; less than 1% of outstanding .
• Right to acquire within 60 days: 45,568 shares (primarily options) .
• Executive stock ownership guidelines: Senior Vice Presidents must hold 2× base salary; all NEOs in compliance as of Jan 31, 2025 .
• Anti-hedging/pledging policies prohibit hedging and pledging by executives and directors .

Outstanding Equity Awards (12/31/2024)

Stock options by grant:

Unvested RSUs and PSUs:

2024 equity activity:

Deferred Compensation (SERP) – 2024

Employment Terms

• Change-in-Control (CIC) protection (double-trigger within 24 months post-CIC): lump sum equal to 2× base salary plus 2× the greater of (highest bonus in prior 3 years) or target bonus; 2 years of medical/dental/life benefits; immediate vesting of all unvested equity; options exercisable up to 1 year post-termination (or until expiration); up to $15,000 outplacement .
• Agreements include confidentiality plus post-termination non-compete and non-solicit covenants for two years (three for CEO) .
• Equity award treatment under CIC or retirement: PSUs use performance through CIC and continue/accelerate per double-trigger and plan terms; RSUs/options generally double-trigger vest if assumed/continued; special retirement eligibility rules apply for awards granted 2022+; detailed mechanics disclosed in proxy .
• Clawback policy aligned with Nasdaq Rule 10D-1 adopted Oct 2, 2023; recovery of incentive comp upon restatement per policy .
• Insider Trading Policy prohibits pledging/hedging and short sales/derivatives by executives .

Investment Implications

• High at-risk pay mix: On average, ~79% of NEO target total direct compensation is variable, with EIP/PSU metrics tightly linked to profitability (Adjusted EBITDA margin), market outgrowth, and operational KPIs—supporting alignment but allowing for Committee discretion, as seen in the 2024 EIP reduction to 91.4% of target .
• Long-dated equity and mix shift: Four-year RSU/option vesting and 3-year TSR PSUs create retention hooks; planned increase to ≥50% PSU weighting from 2026 further emphasizes market-relative performance alignment and could elevate outcome dispersion vs peers .
• Ownership, liquidity, and selling pressure: Rice beneficially owns 85,285 shares and has rights to acquire 45,568 shares within 60 days; 2024 exercises totaled 17,518 options (value realized $1.82M). Anti-hedging/pledging policies and compliance with 2× salary ownership guidelines mitigate misalignment or collateral risks .
• CIC economics and dilution risk: Double-trigger benefits (2× salary+bonus) and full equity acceleration at termination following a CIC are meaningful; investors should factor potential cost and dilution upon change-of-control events .
• Performance track record context: 2024 margins improved and company outgrew markets by 3–4 points, yet long-term TSR under the 2022–2024 PSU window produced a 62% payout, signaling disciplined pay-for-performance calibration in mixed markets .