Entegris (NASDAQ: ENTG) appoints Sukhi Nagesh as new Chief Financial Officer
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Entegris, Inc. appointed Sukhi Nagesh as Senior Vice President and Chief Financial Officer, effective May 18, 2026. He succeeds Michael Sauer, who has served as Interim CFO since March 1, 2026 and will continue as Vice President, Chief Accounting Officer. The company states Sauer’s transition is not due to any disagreement over operations, policies, or practices.
Nagesh brings nearly 30 years of finance, strategy, and semiconductor industry experience, including leadership roles at Nielsen, GlobalFoundries, and Marvell Technology. Under an offer letter dated April 29, 2026, he will receive a $590,000 annual base salary, an annual target bonus opportunity equal to 70% of base salary (prorated for 2026), and a $200,000 sign‑on bonus subject to repayment if he resigns within 12 months. He will also receive an initial equity award with a target grant date value of $2,100,000, split evenly between time‑based restricted share units and performance share units on terms consistent with other executive officers, along with severance and change‑in‑control protections under standard company agreements.
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Insights
Entegris installs a permanent CFO with standard, performance‑linked pay and protections.
The company is moving from an interim to a permanent CFO by appointing Sukhi Nagesh, an executive with extensive semiconductor and capital‑markets experience. This helps stabilize the finance function after a period under interim leadership while keeping continuity through Michael Sauer’s ongoing CAO role.
Compensation mixes cash and equity: a $590,000 base salary, a bonus target at 70% of salary, and a $2,100,000 initial equity award split between time‑based and performance share units. This structure ties a significant portion of his package to long‑term company performance, aligning incentives with shareholders.
Severance of one year’s salary and 12 months of subsidized medical coverage on a no‑cause termination, plus a change‑in‑control agreement, are typical protections for senior executives. Future disclosures in periodic filings will show how ongoing equity grants and performance metrics evolve under his tenure.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
CFO base salary: $590,000 per year
Target bonus percentage: 70% of base salary
Sign-on bonus: $200,000
+5 more
8 metrics
CFO base salary
$590,000 per year
Annual base salary for Sukhi Nagesh under offer letter
Target bonus percentage
70% of base salary
Annual bonus target for Entegris Incentive Plan, prorated for 2026
Sign-on bonus
$200,000
Sign-on bonus subject to repayment if he resigns within 12 months
Initial equity award
$2,100,000 target value
Equity grant split 50% RSUs and 50% performance share units
CFO effective date
May 18, 2026
Effective date of Sukhi Nagesh’s appointment as CFO
Severance cash payment
1x annual base salary
Lump-sum severance if terminated without cause and not in connection with change in control
Medical coverage period
12 months
Subsidized medical coverage period with qualifying termination
Industry experience
Nearly 30 years
Finance, strategy and semiconductor industry experience of new CFO
Key Terms
performance share units, restricted share units, Executive Change in Control Termination Agreement, short-term incentive compensation plan, +1 more
5 terms
Executive Change in Control Termination Agreement regulatory
"enter into the Company’s Executive Change in Control Termination Agreement"
short-term incentive compensation plan financial
"annual target bonus under the Entegris Incentive Plan, which is the Company’s short-term incentive compensation plan"
indemnification agreement regulatory
"enter into the Company’s standard form of indemnification agreement for executive officers"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 29, 2026
(Exact name of registrant as specified in its charter)
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(Address of principal executive offices)
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(Zip Code)
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(978 ) 436-6500
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On April 30, 2026, Entegris, Inc., a Delaware corporation (the “Company”), announced the appointment of Sukhi Nagesh as the Company’s Senior Vice President and Chief
Financial Officer, effective as of May 18, 2026 (the “Effective Date”). Mr. Nagesh will succeed Michael Sauer, who has been serving as the Company’s Interim Chief Financial Officer since March 1, 2026. On the Effective Date, Mr. Sauer will cease
serving as the Company’s Interim Chief Financial Officer and will continue serving as Vice President, Chief Accounting Officer. Mr. Sauer's departure from the Interim Chief Financial Officer role is not the result of any disagreement with the
Company on any matter relating to its operations, policies, or practices.
Appointment of Sukhi Nagesh as Chief Financial Officer
Mr. Nagesh, age 55, is a seasoned finance and strategy executive with nearly 30 years of experience leading global financial operations, corporate strategy, and complex
capital markets transactions in the semiconductor and technology industries. Mr. Nagesh will join the Company having most recently served as Head of Corporate Development and M&A at The Nielsen Company, a global data and analytics company, since
October 2023. Prior to that, Mr. Nagesh served as Vice President of Corporate Development, Strategy and Investor Relations at GlobalFoundries Inc., a semiconductor manufacturing company, from June 2018 until January 2023. Mr. Nagesh has also held
leadership roles at Marvell Technology, Inc., a semiconductor solutions company. Earlier in his career, Mr. Nagesh worked as a semiconductor research analyst at Deutsche Bank and SG Cowen. Before that, Mr. Nagesh worked as an engineer and in product
marketing at semiconductor companies such as Applied Materials, Brooks Automation and Asyst Technologies. Mr. Nagesh holds a Bachelor of Engineering in mechanical engineering from Bangalore University, a Master of Science degree in mechanical
engineering from Colorado State University, and a Master of Business Administration degree from New York University’s Stern School of Business.
On April 29, 2026, the Company and Mr. Nagesh entered into an offer letter agreement (the “Offer Letter”). The Offer Letter provides that Mr. Nagesh will receive a base
salary of $590,000 per year and will be eligible to receive an annual target bonus under the Entegris Incentive Plan, which is the Company’s short-term incentive compensation plan, equal to 70% of his annual base salary, which such target bonus will
be prorated for 2026. The Offer Letter further provides that Mr. Nagesh is also eligible to receive a sign-on bonus of $200,000, subject to repayment in the event that Mr. Nagesh voluntarily resigns from the Company within 12 months following his
date of hire.
The Offer Letter further provides that, in connection with his appointment as Senior Vice President and Chief Financial Officer of the Company, Mr. Nagesh will be
awarded an initial equity grant with a target grant date value of $2,100,000 (the “Initial Equity Award”). The Initial Equity Award will consist of 50% time-based restricted share units and 50% performance share units on substantially the same
vesting schedule, terms and conditions applicable to awards granted to the other executive officers of the Company.
The Offer Letter further provides that Mr. Nagesh and the Company will enter into the Company’s Executive Change in Control Termination Agreement, the form of which is
filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016. The Offer Letter also provides that in the event that the Company terminates Mr. Nagesh’s employment without cause and other than in
connection with a change in control then, subject to the timely execution and nonrevocation of a release of claims in favor of the Company, Mr. Nagesh will be eligible to receive (i) a lump-sum cash severance payment equal to his then-current annual
base salary and (ii) twelve months of subsidized medical coverage. Mr. Nagesh will also enter into the Company’s standard form of indemnification agreement for executive officers, a copy of which was filed as Exhibit 10.30 to the Company’s Annual
Report on Form 10-K for the fiscal year ended August 27, 2005.
There has been no arrangement or understanding between Mr. Nagesh and any other person pursuant to which Mr. Nagesh was selected to his position at the Company.
Additionally, Mr. Nagesh is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K. Furthermore, there is no family relationship between Mr. Nagesh and any director, executive officer, or person nominated or
chosen by the Company to become a director or executive officer of the Company.
A copy of the press release announcing the appointment of Mr. Nagesh as the Company’s Senior Vice President and Chief Financial Officer is attached as Exhibit 99.1 and
incorporated herein by reference.
The above description is a summary of the Offer Letter and does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full
text of the Offer Letter, which will be filed as an exhibit to the next Quarterly Report on Form 10-Q of the Company and is incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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EXHIBIT INDEX
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Exhibit
No.
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Description
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99.1
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Press Release, dated April 30, 2026, entitled “Entegris Announces Appointment of Sukhi Nagesh as Chief Financial Officer”
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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ENTEGRIS, INC.
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Dated: April 30, 2026
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By:
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/s/ Joseph Colella
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Name:
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Joseph Colella
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Title:
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Senior Vice President, General Counsel and
Secretary
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Exhibit 99.1
Entegris Announces Appointment of Sukhi Nagesh as Chief Financial Officer
Mr. Nagesh Brings Extensive Financial and Corporate Strategy and Development Experience in the Semiconductor Industry
BILLERICA, Mass. – Entegris, Inc. (NASDAQ: ENTG), a leading supplier of critical advanced
materials and process solutions for the semiconductor and other high-technology industries, today announced the appointment of Sukhi Nagesh as the Company’s Chief Financial Officer (“CFO”), effective May 18, 2026.
Mr. Nagesh has nearly 30 years of leadership experience in finance, investor relations, and corporate strategy and development roles at semiconductor and technology
companies. He joins Entegris from Nielsen where he currently serves as Head of Corporate Development and M&A, responsible for leading M&A strategy, planning and execution. Previously, Mr. Nagesh served as Vice President of Corporate
Development, Strategy and Investor Relations at GlobalFoundries, a leading manufacturer of semiconductors. There, he supported the company’s landmark IPO, managed investor and analyst communications, executed major strategic transactions and
partnered cross‑functionally to drive transformation and growth. Mr. Nagesh also previously served in various leadership roles of increasing responsibility across finance, investor relations and corporate development at Marvell Technology, a leading
semiconductor solutions company, as well as in engineering and managerial roles at other semiconductor leaders, including Applied Materials, Brooks Automation and Asyst Technologies.
“Having worked closely with Sukhi in the past, I am intimately familiar with his financial acumen, results-driven mindset and deep understanding of our industry,” said Dave
Reeder, Entegris’ President and Chief Executive Officer. “His appointment follows a rigorous search process, and I am confident that Sukhi is an excellent fit for the CFO role. His industry experience and track record of disciplined execution and
value creation will be instrumental as we continue to drive operational excellence and build on Entegris’ strong foundation for the future.”
“Entegris is an established industry leader, and I am excited to join this world-class organization at such a pivotal time for the Company,” said Mr. Nagesh. “I have long
admired Entegris’ science-based solutions and leading innovation capabilities, and I am excited about the opportunities ahead. I look forward to partnering with Dave and the entire leadership team to continue driving growth and delivering value for
all Entegris stakeholders.”
Mike Sauer, who has served as Interim CFO since March 1, 2026, will continue in his role as VP, Chief Accounting Officer.
Mr. Reeder continued, “I would also like to thank Mike for his partnership as he seamlessly stepped into the Interim CFO role during the search process. I look forward to
continuing to work closely with him as he continues in his role as CAO.”
ABOUT ENTEGRIS
Entegris is a leading supplier of advanced materials and process solutions for the semiconductor and other high-tech industries. Entegris has approximately 7,700 employees
throughout its global operations and is ISO 9001 certified. It has manufacturing, customer service and/or research facilities in the United States, Canada, China, Germany, Israel, Japan, Malaysia, Singapore, South Korea, and Taiwan. Additional
information can be found at www.entegris.com.
Entegris, Inc.
Jeffrey Schnell
Vice President, Investor Relations
+ 1 201-207-3029
Jeffrey.schnell@entegris.com
FAQ
What did Entegris (ENTG) announce in this 8-K filing?
Entegris announced the appointment of Sukhi Nagesh as Senior Vice President and Chief Financial Officer, effective May 18, 2026. He replaces interim CFO Michael Sauer, who returns full-time to his role as Vice President, Chief Accounting Officer at the company.
When will Sukhi Nagesh become CFO of Entegris (ENTG)?
Sukhi Nagesh will become Entegris’ Chief Financial Officer effective May 18, 2026. Until that date, Michael Sauer continues serving as Interim CFO and will then focus on his ongoing role as Vice President, Chief Accounting Officer after the transition.
What is the compensation package for Entegris’ new CFO, Sukhi Nagesh?
Under his offer letter, Sukhi Nagesh will receive a $590,000 annual base salary, an annual target bonus equal to 70% of base salary (prorated for 2026), a $200,000 sign-on bonus, and an initial equity award valued at $2,100,000.
How is the initial equity award for Entegris CFO Sukhi Nagesh structured?
The initial equity award for Sukhi Nagesh has a target grant date value of $2,100,000. It is split 50% into time-based restricted share units and 50% into performance share units, on substantially the same vesting terms as awards to other Entegris executive officers.
What severance protections does Entegris offer its new CFO if terminated without cause?
If Entegris terminates Sukhi Nagesh without cause and not in connection with a change in control, he is eligible for a lump-sum cash severance equal to his then-current annual base salary and twelve months of subsidized medical coverage, subject to signing a release of claims.
What prior experience does new Entegris CFO Sukhi Nagesh bring?
Sukhi Nagesh brings nearly 30 years of experience across finance, investor relations, and corporate strategy in semiconductor and technology companies, including senior roles at Nielsen, GlobalFoundries, and Marvell Technology, plus earlier engineering and marketing roles at major semiconductor firms.