Yvette Kanouff
ENTEGRISAbout Yvette Kanouff
Yvette Kanouff, 59, has served on Entegris’ Board since 2021 and is currently a Partner at JC2 Ventures. She is a technology executive with deep experience leading large-scale transformations, having previously run multiple global businesses at Cisco; she holds B.S. and M.S. degrees from the University of Central Florida and completed Harvard Business School’s Corporate Board Program, earning the Corporate Director Certificate .
Past Roles
| Organization | Role | Tenure | Scale/Notes |
|---|---|---|---|
| JC2 Ventures | Partner | 2019–present | Advises portfolio companies; serves as firm’s engineering expert |
| Cisco | SVP & GM, Service Provider; Cloud Solutions; Video Software & Services | 2014–2019 | Managed >$7B revenue and >6,000 employees globally |
| Cablevision Systems Corp. | EVP, Engineering & Technology | 2012–2014 | Executive leadership in engineering and technology |
| SeaChange International, Inc. | President; SVP & Chief Strategy Officer; other roles | 1997–2012 | President (2010–2012); SVP/CSO (2006–2010) |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Amdocs Ltd. | Director | 2020 | Public company directorship |
| Science Applications International Corp. (SAIC) | Director | 2019 | Public company directorship |
| Sprinklr, Inc. | Director | 2018 | Public company directorship |
Board Governance
- Committees: Audit & Finance Committee (member); Management Development & Compensation Committee (member) .
- Audit & Finance Committee composition and meetings: 5 meetings in 2024; members David Reeder (Chair), Yvette Kanouff, Mary Puma; all members designated “audit committee financial expert” and independent under Nasdaq and Rule 10A-3 .
- MDCC composition and meetings: 5 meetings in 2024; members James F. Gentilcore (Chair), Yvette Kanouff, James P. Lederer; all members independent under Nasdaq rules .
- Board meetings and attendance: Board met 6 times in 2024; each director attended at least 75% of Board and committee meetings during their service period; executive sessions of independent directors at each regularly scheduled Board meeting .
- Independence: The Board determined Kanouff is independent under Nasdaq rules; all committee memberships are fully independent .
Fixed Compensation
| Element | Amount ($) | Timing/Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | 105,000 | Service period June 2024–May 2025; paid quarterly in advance |
| Lead Independent Director fee | 35,000 | Annual cash fee |
| Committee Chair fees | 20,000 (AFC); 15,000 (MDCC); 10,000 (GNC); 10,000 (EHSSC) | Annual cash fees |
| Annual equity award | 210,000 | RSUs valued at the date of each Annual Meeting; restrictions lapse at next Annual Meeting or first anniversary |
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 102,500 | 2024 director cash fees |
| Stock awards (RSUs, grant-date fair value) | 210,041 | Fair value per FASB ASC 718 |
| All other compensation | — | None disclosed for Kanouff |
| Total | 312,541 | Sum of cash and stock awards |
Performance Compensation
| Equity Type | 2024 Grant Value ($) | Units/Status | Vesting/Restrictions |
|---|---|---|---|
| RSUs (annual director grant) | 210,041 | 1,643 unvested RSUs outstanding as of 12/31/2024 | Restrictions lapse on earlier of next Annual Meeting or first anniversary of award date |
No option awards, PSUs, or meeting fees are disclosed for non-employee directors; compensation consists of cash retainers and annual RSU grants with time-based vesting .
Other Directorships & Interlocks
- Current public boards: Amdocs Ltd. (since 2020), SAIC (since 2019), Sprinklr, Inc. (since 2018) .
- MDCC interlocks: For FY2024, the MDCC reports no member relationships requiring Item 404 disclosure; no executive officer of Entegris served as a director or compensation committee member of an entity whose executive officer served on Entegris’ MDCC (no interlocks) .
- Related party transactions: The Board’s policy prohibits transactions ≥$60,000 with directors/executives; since Jan 1, 2024, no transactions requiring Item 404 disclosure or considered for independence determinations were identified .
Expertise & Qualifications
- Deep experience in transformational and disruptive technologies; leadership across finance, international business, risk management, and corporate governance; Harvard Corporate Director Certificate .
- Audit & Finance Committee “financial expert” designation supports oversight of financial reporting, controls, and auditor independence .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | RSUs Vesting within 60 Days | Ownership Guideline Compliance |
|---|---|---|---|---|
| Yvette Kanouff | 8,224 | <1% (none as much as 1.0%) | 1,643 | All directors compliant or within 5‑year grace period as of Jan 15, 2025 |
- Stock ownership guidelines: Directors must hold shares equal to 5× the annual cash retainer; measured annually based on average month-end closing prices; 5-year period to achieve compliance .
- Hedging/pledging: Insider Trading Policy prohibits hedging and pledging of Entegris securities by directors .
Governance Assessment
- Strengths: Independent director with dual committee roles (AFC, MDCC), designated audit committee financial expert; Board and committee structures are fully independent; executive sessions at each Board meeting enhance independent oversight .
- Engagement: Board met 6 times; AFC and MDCC met 5 times each in 2024; Kanouff met the ≥75% attendance threshold, indicating adequate engagement .
- Alignment: Director pay includes a significant equity component (annual RSUs ~$210k; 1,643 unvested RSUs), and stringent ownership guidelines (≥5× cash retainer) with compliance confirmed, reducing agency risk; hedging/pledging prohibited by policy .
- Shareholder support: Re-elected at the 2025 Annual Meeting with 132,044,832 votes for, 3,363,300 against, 65,324 abstentions, reflecting strong support; 2025 say-on-pay passed (104,514,014 for; 30,881,026 against; 78,416 abstentions), indicating investor confidence in compensation governance .
- Conflicts/RED FLAGS: No related-party transactions, no MDCC interlocks, no Item 404 relationships; no director-specific tax gross-ups or change‑of‑control benefits disclosed for directors. No red flags identified in policy or disclosures .