Entegris (ENTG) sets interim CFO Michael Sauer, outlines Linda LaGorga separation package

Rhea-AI Filing Summary

Entegris, Inc. announced a planned transition in its finance leadership. Michael Sauer, the company’s longtime Vice President, Controller & Chief Accounting Officer, will become Interim Chief Financial Officer and principal financial officer effective March 1, 2026, while continuing in his current role. Sauer has held senior finance and accounting positions with Entegris and its predecessors since 1988.

In the interim CFO role, Sauer’s annual base salary will be set at $400,000, his 2026 long-term incentive target will increase to $300,000, and he will receive time-based restricted stock units valued at $300,000 that vest over two years as a special retention award. Current CFO Linda LaGorga will step down from the CFO and principal financial officer roles effective February 28, 2026, and serve as Senior Advisor through May 15, 2026. Her transition is stated not to result from any disagreement on financial statements, controls, operations, policies, or practices. Under a Separation Agreement, she will continue her base salary through the separation date, remain eligible for short-term incentive payments for 2025 and 2026 if earned, receive $280,000 upon separation contingent on her transition and cooperation obligations, and a severance payment consistent with her offer letter.

Insights

Corporate governance and executive compensation analyst

Entegris discloses an orderly CFO transition with defined interim leadership and structured separation terms.

The company is moving from CFO Linda LaGorga to interim CFO Michael Sauer on a set timetable, with Sauer assuming the role on March 1, 2026 and LaGorga remaining as Senior Advisor until May 15, 2026. The disclosure explicitly notes her transition is not due to any disagreement on financial statements, internal control, operations, policies, or practices, which is important for confidence in reporting integrity.

Sauer’s compensation adjustments for the interim CFO role include a $400,000 base salary, a $300,000 long-term incentive target for awards granted in 2026, and a special retention grant of restricted stock units valued at $300,000, vesting over two years. LaGorga’s Separation Agreement outlines continued base salary through her separation date, eligibility for 2025 and 2026 short-term incentive plan payments if earned, a $280,000 separation payment contingent on transition and cooperation obligations, and severance consistent with her April 1, 2023 offer letter. These clearly defined terms suggest a structured handoff of financial leadership rather than an abrupt change.

falseENTEGRIS INC000110130200011013022026-01-202026-01-20

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): January 20, 2026

____________________________

Entegris, Inc.

(Exact name of registrant as specified in its charter)

____________________________

Delaware	001-32598	41-1941551
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

129 Concord Road, Billerica, MA		01821
(Address of principal executive offices)		(Zip Code)

(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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.01 par value per share	ENTG	The Nasdaq Stock Market LLC

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Interim Chief Financial Officer

On January 20, 2026, Entegris, Inc. (the “Company”) announced that Michael Sauer, age 59, the Company’s Vice President, Controller & Chief Accounting Officer, will be appointed to serve as the Company’s Chief Financial Officer and principal financial officer on an interim basis effective March 1, 2026, in addition to maintaining his current role. Mr. Sauer has served as the Company’s Vice President, Controller & Chief Accounting Officer since June 2012. Prior to that, he served as the Corporate Controller since 2008. From the time of the merger with Mykrolis in August 2005 until April 2008, Mr. Sauer served as Director of Treasury and Risk Management. Mr. Sauer joined Fluoroware, Inc., a predecessor to the Company, in 1988, holding a variety of finance and accounting positions and serving as Director of Business Development from 2001 until the merger with Mykrolis.

In connection with assuming the role of Interim Chief Financial Officer, Mr. Sauer’s annual base salary will be increased to $400,000, and his long-term incentive target for awards granted in 2026 will be increased to $300,000. Mr. Sauer will also be granted a special retention award, designed to ensure continuity during the interim period, in the form of time-based restricted stock units equal in value to $300,000, which will vest ratably over two years.

There are no arrangements or understandings between Mr. Sauer and any other persons pursuant to which Mr. Sauer was selected as Interim Chief Financial Officer. Mr. Sauer has no family relationships with any director or executive officer of the Company. Mr. Sauer is not a party to any transaction required to be disclosed under Item 404(a) of Regulation S-K.

Transition of Chief Financial Officer Role

Mr. Sauer will assume the role of Interim Chief Financial Officer in connection with Linda LaGorga’s transition to the role of Senior Advisor prior to her separation from the Company. Effective February 28, 2026, Ms. LaGorga will cease serving as Chief Financial Officer and principal financial officer and will serve as a Senior Advisor through May 15, 2026 (the “Separation Date”). In order to promote a smooth and orderly transition, the Company and Ms. LaGorga entered into a Separation Agreement, dated January 19, 2026 (the “Separation Agreement”). Ms. LaGorga’s transition and separation are not the result of any disagreement with the Company on any matter relating to the Company’s financial statements, internal control over financial reporting, operations, policies, or practices.

Pursuant to the Separation Agreement, Ms. LaGorga will continue to receive her current base salary until the Separation Date, will be entitled to receive a payment under the Company’s short-term incentive compensation plan for 2025, if earned, payable at the same time as all other Company participants, will be entitled to receive a payment under the Company’s short-term incentive compensation plan for 2026, if earned, payable at the same time as all other Company participants, subject to her continued compliance with applicable restrictive covenant obligations and, contingent on her continued provision of transition services and satisfying cooperation obligations through the Separation Date, will receive $280,000 upon separation. Lastly, Ms. LaGorga will be entitled to receive a severance payment consistent with the terms of her Offer Letter dated April 1, 2023. Ms. LaGorga’s outstanding equity awards will be treated consistently with the terms of each award’s respective award agreement. The Separation Agreement also provides a general release of claims in favor of the Company and its affiliates.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

A copy of the news release announcing these organizational changes is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.	Description
10.1	Separation Agreement, dated January 19, 2026 by and between Linda LaGorga and Entegris, Inc.
99.1	Press Release, dated January 20, 2026
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	ENTEGRIS, INC.
Dated: January 20, 2026	By:	/s/ Joseph Colella
	Name:	Joseph Colella
	Title:	Senior Vice President, General Counsel and Secretary

FAQ

What leadership change did Entegris (ENTG) announce in its finance organization?

Entegris announced that Michael Sauer, currently Vice President, Controller & Chief Accounting Officer, will become Interim Chief Financial Officer and principal financial officer effective March 1, 2026. He will also continue in his existing role.

What experience does Michael Sauer bring to the Interim CFO role at Entegris (ENTG)?

Michael Sauer has served as Entegris’ Vice President, Controller & Chief Accounting Officer since June 2012, previously worked as Corporate Controller starting in 2008, led Treasury and Risk Management after the Mykrolis merger, and has held various finance and accounting roles with Entegris’ predecessors since 1988.

How will Michael Sauer be compensated as Interim CFO of Entegris (ENTG)?

As Interim CFO, Sauer will receive an annual base salary of $400,000, a $300,000 long-term incentive target for 2026 awards, and a special retention award of time-based restricted stock units valued at $300,000, vesting ratably over two years.

When will Linda LaGorga step down as CFO of Entegris (ENTG) and what will her role be afterward?

Effective February 28, 2026, Linda LaGorga will cease serving as Chief Financial Officer and principal financial officer and will serve as a Senior Advisor through May 15, 2026, her separation date.

Is Linda LaGorga’s departure from Entegris (ENTG) related to any financial reporting disagreements?

The company states that LaGorga’s transition and separation are not the result of any disagreement with Entegris on matters related to financial statements, internal control over financial reporting, operations, policies, or practices.

What key financial terms are included in Linda LaGorga’s Separation Agreement with Entegris (ENTG)?

Under the Separation Agreement, LaGorga will continue her current base salary until her separation date, remain eligible for 2025 and 2026 short-term incentive plan payments if earned, receive $280,000 upon separation contingent on transition and cooperation obligations, and receive a severance payment consistent with her April 1, 2023 offer letter. Her outstanding equity awards will be treated according to their existing award agreements.