Edgar Filing: ENTEGRIS INC

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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ENTEGRIS, INC.
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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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[LOGO OF ENTEGRIS]

December 6, 2001

Dear Shareholder:

You are cordially invited to attend the 2002 Annual Meeting of Shareholders
to be held at Lutheran Brotherhood Building Auditorium, 625 Fourth Avenue
South, Minneapolis, Minnesota, commencing at 3:30 p.m. on Tuesday, January 22,
2002.

The Secretary's formal notice of the meeting and the Proxy Statement are
enclosed and describe the matters to come before the meeting. During the
meeting, we will review the activities of the past year and report on the
status of the Company's business.

On behalf of the Board of Directors and the Entegris management team, we
hope that you will be able to attend the meeting in person, and we look forward
to seeing you. Even if you are unable to attend the meeting, it is important
that your shares are represented and voted at the Annual Meeting. In either
case, please mark, date and sign the enclosed proxy and return it promptly in
the accompanying envelope or call the toll-free number indicated on the proxy.

We look forward to seeing you at the 2002 Annual Meeting of Shareholders.

Sincerely,

/s/ Stan Geyer

Stan Geyer
Chairman of the Board

ENTEGRIS, INC.
3500 Lyman Boulevard
Chaska, Minnesota 55318

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on January 22, 2002

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NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of ENTEGRIS,
INC. will be held at the Lutheran Brotherhood Building Auditorium, 625 Fourth
Avenue South, Minneapolis, Minnesota, commencing at 3:30 p.m. on Tuesday,
January 22, 2002 for the following purposes:

1. To elect three directors for a three-year term;

2. To transact such other business as may properly be brought before the
meeting or any adjournment.

The Board of Directors has fixed November 26, 2001 as the record date for
the meeting. Only shareholders of record at the close of business on that date
are entitled to receive notice of and vote at the meeting.

Your proxy is important to ensure a quorum at the meeting. Even if you own
only a few shares, and whether or not you expect to be present, you are
urgently requested to date, sign and mail the enclosed proxy in the postage-
paid envelope provided or call the toll-free number indicated on the proxy. The
proxy may be revoked by you at any time and delivery of your proxy will not
affect your right to vote in person if you attend the meeting.

By Order of the Board of Directors,

/s/ John D. Villas

John D. Villas
Secretary

Chaska, Minnesota
December 6, 2001

PROXY STATEMENT

The enclosed proxy is being solicited on behalf of the Board of Directors of
Entegris, Inc. (the "Company") for use at the Annual Meeting of Shareholders to
be held on January 22, 2002. Only shareholders of record at the close of
business on November 26, 2001 will be entitled to notice of and to vote at the
meeting. A shareholder executing a proxy retains the right to revoke it by
notice in writing to the Secretary of the Company at any time prior to its use.
Proxies in the accompanying form which are properly executed, duly returned and
not revoked will be voted in the manner specified. If a proxy is properly
executed but does not specify any or all choices on it, the proxy will be voted
as follows: (i) in favor of the election as Class II directors of all of the
nominees described herein; and (ii) in the discretion of the persons named in
the proxy as to such other matters as may properly come before the meeting, or
any adjournment, as to which the Company did not have knowledge prior to
December 11, 2001.

If an executed proxy is returned and the shareholder has voted "withhold" or
"abstain" on any matter, the shares represented by such proxy will be
considered present at the meeting for purposes of determining a quorum and for
purposes of calculating the vote with respect to such matter, but will not be
considered to have been voted in favor of such matter. If an executed proxy is
returned by a broker holding shares in street name which indicates that the
broker does not have discretionary authority as to certain shares to vote on
one or more matters, such shares will be considered represented at the meeting
for purposes of determining a quorum but not represented at the meeting for
purposes of calculating the vote with respect to such matter or matters.

The address of the Company is 3500 Lyman Boulevard, Chaska, Minnesota 55318.
The telephone number is (952) 556-3131. The mailing of this proxy statement and
form of proxy to shareholders will commence on or about December 6, 2001.

SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS

On November 26, 2001, there were 69,822,615 shares of common stock, par
value $.01, issued and outstanding. Each share is entitled to one vote. The
following table sets forth information concerning beneficial ownership of
common stock of the Company by persons who are known by the Company to own more
than 5% of the outstanding voting stock of the Company on November 26, 2001.
Unless otherwise indicated, all shares represent sole voting and investment
power.

Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership (1) of Class
------------------- ------------------------ --------

WCB Holdings LLC (2)....................... 17,665,608 24.5%
950 Lake Drive
Chaska, Minnesota 55317
HSBC Bank USA as Trustee of the Entegris,
Inc.
Employee Stock Ownership Plan (ESOP) (3)... 12,707,730 17.6%
452 Fifth Avenue-17th Floor
New York, New York 10018-2706
Attention: Stephen J. Hartman Jr.
James E. Dauwalter (4)..................... 5,290,082 7.3%
3500 Lyman Boulevard
Chaska, Minnesota 55318
Seligman J.W.&Co Incorporated (5).......... 3,777,770 5.2%
100 Park Avenue
Eighth Foor
New York, New York 10017

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(1) Beneficial ownership is determined in accordance with the rules of the
SEC. Applicable percentage ownership is based on 69,822,615 common shares
outstanding as of November 26, 2001.

(2) The estate of Wayne C. Bongard holds approximately 48% of the voting
interest of WCB Holdings LLC and the remainder of the voting interest is
held by various trusts for children and grandchildren of Wayne C. Bongard.
Mark A. Bongard, a director of the Company, is Chief Manager of WCB
Holdings LLC. James A. Bernards, also a director of the Company, controls
the estate of Wayne C. Bongard as personal representative. Mr. Bernards
and Delmer M. Jensen, another director of the Company, serve as trustees
for one or more of the trusts. Each of these individuals disclaims
beneficial ownership of the Entegris shares held by WCB Holdings LLC.
(3) Each ESOP participant has voting rights on significant matters. No
individual ESOP account holds more than 5% of our outstanding shares.
(4) Includes 3,810,663 shares held directly, 692,152 held by family members,
311,289 shares allocated to Mr. Dauwalter's individual account under the
ESOP, and an aggregate of 475,978 shares subject to stock options
exercisable within 60 days.
(5) With respect to the information reported related to J.W. Seligman & Co.
(Seligman), the Company has relied upon the information provided by
Seligman in its Schedule 13F filing with respect to information as of
September 30, 2001. Seligman serves as the investment manager of various
mutual funds which hold our common shares in the ordinary course of
business. Accordingly, Seligman exercises shared investment discretion
over various institutional accounts. Of the shares reported, Seligman has
sole voting power with respect to all 3,777,770 shares.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, certain officers and persons who own more than ten percent of a
registered class of the Company's equity securities to file reports of
ownership on Form 3 and changes in ownership on Forms 4 or 5 with the
Securities and Exchange Commission. Specific due dates for these reports have
been established by the Commission and the Company is required to disclose in
this Proxy Statement any failure to file reports by such dates. Based solely on
its review of the copies of such reports received by it, or written
representations from certain reporting persons, the Company believes that,
during the fiscal year ended August 25, 2001, all Section 16(a) filing
requirements applicable to its officers, directors and ten percent shareholders
were complied with.

Item 1: ELECTION OF DIRECTORS

Our bylaws provide that the board of directors must consist of no more than
nine directors, and that any increase in the number of directors must be
approved by the affirmative vote of 75% of the votes entitled to be cast at a
shareholders' meeting, unless the increase was approved by a majority of the
board. The board of directors has established the number of directors to serve
on the board at nine. The directors are divided into three classes, designated
as Class I, Class II and Class III, with staggered three-year terms of office.
At each Annual Meeting of Shareholders, directors who are elected to succeed
the class of directors whose terms expired at that meeting will be elected for
three-year terms. Messrs. Mark A. Bongard, Delmer M. Jensen and Daniel R.
Quernemoen will be up for reelection at the 2002 Annual Meeting of
Shareholders, Messrs. James A. Bernards, James E. Dauwalter and Stan Geyer at
the 2003 Annual Meeting of Shareholders, and Messrs. Robert J. Boehlke, Gary F.
Klingl and Roger D. McDaniel at the 2004 Annual Meeting of Shareholders.
Vacancies may be filled by a majority of the directors then in office, and the
directors so chosen hold office until the next election of the class to which
such directors belong. All current directors were previously elected by
Entegris' shareholders.

Unless authority is withheld, the Proxy solicited hereby will be voted FOR
the election of Messrs. Mark A. Bongard, Delmer M. Jensen and Daniel R.
Quernemoen for a three-year term expiring at the 2005 Annual Meeting of
Shareholders. The affirmative vote of a majority of the shares of common stock
of the Company entitled to vote and present in person or by proxy at the annual
meeting is necessary to elect each nominee.

Management has no reason to expect that any of the nominees will fail to be
a candidate at the annual meeting and, therefore, does not have in mind any
substitute or substitutes for any of the nominees. If any of the nominees
should be unable to serve as director (which event is not anticipated), proxies
will be voted for a substitute nominee or nominees in accordance with the best
judgment of the person or persons acting under the proxies.

The following table sets forth certain information as to each nominee for
the office of director, as well as directors whose terms of office will
continue after the Annual Meeting of Shareholders is held.

Term
Name and Principal Occupation Age Expires
----------------------------- --- -------

James A. Bernards has been a director of Entegris since June 1999. 55 2003
Mr. Bernards has also been President of Facilitation, Inc., a
provider of business and financial consulting services, since June
1993. Mr. Bernards was President of the accounting firm of Stirtz,
Bernards & Company from May 1981 to June 1993. Mr. Bernards has
been President of Brightstone Capital, Ltd., a venture capital
fund manager, since 1986. He is a director of FSI International,
Inc., Health Fitness Corporation, August Technology, Inc. and
several private companies. (1)

Robert J. Boehlke has been a director of Entegris since August 60 2004
1999. Prior to that time, Mr. Boehlke had been a director of
Fluoroware, Inc. (Fluoroware)(which consolidated with EMPAK, Inc.
(Empak) in June 1999 to form Entegris) since January 1998. In
2000, Mr. Boehlke retired from KLA-Tencor where he served as
Executive Vice President and Chief Financial Officer. Mr. Boehlke
joined KLA-Tencor in 1983 and served in a number of management
positions, including division General Manager, Chief Operating
Officer and Chief Financial Officer. Prior to his employment by
KLA-Tencor, Mr. Boehlke was a partner at the investment banking
firm of Kidder, Peabody & Company from 1971 to 1983. Mr. Boehlke
is a member of the board of directors of DuPont Photomask, Inc.,
LTX Corporation and QuickLogic Corporation. (1) (2)

Mark A. Bongard has been a director of Entegris since June 1999. 37 2002
Mr. Bongard has been the Chief Executive Officer of Emplast, Inc.
since 1996, and Chairman of its board of directors since 1999.
Emplast was formerly a part of Empak, and all of Emplast's stock
is owned by the Estate of Wayne C. Bongard, a 48% owner of our
largest shareholder. Prior to being Chief Executive Officer of
Emplast, Mr. Bongard held a number of positions with Empak from
1987 to 1996. Before joining Empak in 1987, Mr. Bongard was
employed by MTE Associates, Inc.

James E. Dauwalter was appointed Chief Executive Officer in 50 2003
January 2001 and President of Entegris in June 2000 and has been a
director of Entegris since June 1999. Mr. Dauwalter has also
served as Chief Operating Officer from March 2000 to January 2001,
and was the Executive Vice President of Entegris from March 2000
through June 2000. Prior to that time, Mr. Dauwalter had been a
director of Fluoroware since 1982 and also served as Executive
Vice President and Chief Operating Officer of Fluoroware since
September 1996. Mr. Dauwalter serves on the board of directors of
the Community Bank of Chaska and the Wallestad Foundation, and the
supervisory board of Metron Technology N.V., an affiliate of
Entegris.

Stan Geyer has been Chairman of the Board of directors of Entegris 53 2003
since January 2001. Prior to that time, Mr. Geyer had been Chief
Executive Officer and a member of the board of directors of
Entegris since June 1999. Mr. Geyer also served as President of
Entegris from June 1999 to June 2000. Prior to June 1999, Mr.
Geyer had been the President and Chief Executive Officer of
Fluoroware since September 1996 and a member of its board of
directors since 1982. Mr. Geyer previously served as Vice
President of Marketing and Executive Vice President of Fluoroware.
Mr. Geyer serves on the board of directors of the Wallestad
Foundation and the advisory board of Search Ministries Minnesota.

Term
Name and Principal Occupation Age Expires
----------------------------- --- -------

Delmer M. Jensen has been a director of Entegris since June 1999. 63 2002
Mr. Jensen was Executive Vice President of Operations of Entegris
from June 1999 to March 2000. Prior to that time, he had been
Chief Executive Officer of Empak since 1998 and Chief Operating
Officer from 1988 to 1997. Mr. Jensen joined Empak in 1988. Prior
to 1988, he was employed by Thermotech.

Gary F. Klingl has been a director of Entegris since September 62 2004
2000. Since 1994, Mr. Klingl has served as a management
consultant. Prior to 1994, Mr. Klingl served as President of Green
Giant Worldwide, a division of The Pillsbury Company and various
other management positions at Pillsbury. (1) (2)

Roger D. McDaniel has been a director of Entegris since August 62 2004
1999. Prior to that time, Mr. McDaniel was a director of
Fluoroware since August 1997. From 1989 to August 1996,
Mr. McDaniel was the Chief Executive Officer of MEMC, a silicon
wafer producer, and was also a director of MEMC from April 1989 to
March 1997. Mr. McDaniel is a director of Veeco Instruments, Inc.
and serves on the supervisory board of TePla AG. He is also a
director and past Chairman of the Semiconductor Equipment and
Materials International (SEMI) organization. (2)

Daniel R. Quernemoen has been Chairman Emeritus of the board of 70 2002
directors of Entegris since January 2001. Prior to that time, Mr.
Quernemoen had been the Chairman of the board of directors of
Entegris since June 1999 and a member of its board since 1970. Mr.
Quernemoen was also Chief Executive Officer of Fluoroware from
1982 to 1996 and President from 1980 to 1982. Mr. Quernemoen is a
member of the board of directors of SEMI. Mr. Quernemoen serves on
the board of directors of the Wallestad Foundation.

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(1) Member of the Audit Committee
(2) Member of the Compensation and Stock Option Committee

None of the above nominees or directors is related to any other director or
to any executive officer of the Company. Except as indicated above, each of the
directors has maintained his or her current principal occupation for at least
the last five years.

The Board of Directors held four meetings during the last fiscal year.

Committees of the Board of Directors

The board of directors maintains an Audit Committee composed of Messrs.
Bernards, Boehlke and Klingl. The Audit Committee recommends to the board of
directors the appointment of independent auditors, reviews and approves the
scope of the annual audit and other non-audit services performed by the
independent auditors, reviews the findings and recommendations of the
independent auditors and periodically reviews and approves major accounting
policies and significant internal accounting control procedures. The Audit
Committee met eight times during the fiscal year.

The board of directors also maintains a Compensation and Stock Option
Committee comprised of Messrs. Boehlke, Klingl and McDaniel. The Compensation
and Stock Option Committee reviews and makes recommendations regarding
compensation of officers and directors, administers Entegris' stock option
plans, and reviews major personnel matters. The Compensation and Stock Option
Committee met four times during the fiscal year.

Each director attended more than 75% of the meetings of the Board and
committees of which they were members during fiscal 2001.

Director Compensation

Each non-employee director of Entegris receives a monthly retainer of $1,000
for their service to the board. Non-employee directors are also entitled to
$500 for every committee meeting that they attend. Entegris also maintains the
Outside Directors' Stock Option Plan (Directors' Plan) which provides that all
non-employee directors receive an option to purchase 15,000 shares of common
stock when they are first elected or appointed to the board, and subsequent
annual options to purchase 9,000 shares. At the time of the Directors' Plan
adoption in 1999, each non-employee director of Entegris also received an
option to purchase 15,000 shares. As of August 25, 2001, there were outstanding
options to purchase an aggregate of 170,842 shares at a weighted average
exercise price of $5.86 per share.

James A. Bernards, a director of Entegris, renders consulting services to
the Company for a current fee of $4,000 per month under an oral agreement.

Compensation Committee Interlocks and Insider Participation

Through March 2001, Messrs. Geyer, Jensen and Quernemoen were members of our
Compensation and Stock Option Committee while serving as executive officers and
employee directors of Entegris. Mr. Quernemoen received a promissory note from
Fluoroware on January 5, 1996 for $4,138,379 as consideration for the
redemption of 2,758,000 shares of Fluoroware common stock. This promissory note
bears interest at a rate of 8% per annum and is payable in equal monthly
installments of approximately $39,300 until January 5, 2011. No interlocking
relationships exist between the board of directors or the Compensation and
Stock Option Committee and the board of directors or compensation committee of
any other company, nor has any interlocking relationship existed in the past.

NAMED EXECUTIVE OFFICERS

Executive officers are elected annually by the Board of Directors and serve
for a one-year period. There are no family relationships between the executive
officers or directors of the Company. The following persons are the executive
officers of Entegris, Inc.:

Name Age Position
---- --- ------------------------------------------------------

James E. Dauwalter...... 50 President and Chief Executive Officer
Stan Geyer.............. 53 Chairman of the Board
John B. Goodman......... 41 Executive Vice President and Chief Technology Officer
Guy L. Milliren......... 48 Executive Vice President and Chief Information Officer
Robert A. Nelson........ 54 Vice President of Human Resources
Frank D. Sidell......... 48 President, Fluid Handling Group
John D. Villas.......... 43 Executive Vice President and Chief Financial Officer
Michael W. Wright....... 54 President, Microelectronics Group

Except as noted herein, each of the named executive officers has been an
employee of the Company, Fluoroware or Empak for more than the last five years,
generally in senior management positions. Mr. Wright joined Empak in June 1998.
Prior to joining Empak, Mr. Wright held several management positions at other
companies in the semiconductor, equipment and materials industry. James E.
Dauwalter and Stan Geyer also serve as directors of the Company. Their
biographies can be found on pages 3 and 4 above.

SECURITY OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS

The following table sets forth the number of the Company's common shares
beneficially owned by each director and the executive officers of the Company
included in the Summary Compensation Table set forth under the caption
"Executive Compensation" and by all directors and executive officers of the
Company as a group, on November 26, 2001. Unless otherwise indicated, all
shares represent sole voting and investment power.

Amount and Nature of Beneficial Ownership
-------------------------------------------------
Total Number
Number of Options of Shares Percent of
Shares Held Exercisable Beneficially Outstanding
Name (1) w/in 60 days Owned Shares
---- ----------- ------------ ------------ -----------

James A. Bernards (2)....... 27,310 39,000 66,310 *
Robert J. Boehlke........... 10,000 55,210 65,210 *
Mark A. Bongard (2)......... -- 34,000 34,000 *
James E. Dauwalter (3)...... 4,814,104 475,978 5,290,082 7.3%
Stan Geyer (4).............. 2,215,530 493,282 2,708,812 3.8%
Delmer M. Jensen (2)........ 74,780 160,150 234,930 *
Gary F. Klingl.............. -- 24,000 24,000 *
Roger D. McDaniel........... 13,616 43,632 57,248 *
Guy L. Milliren (5)......... 377,624 287,664 665,288 *
Daniel R. Quernemoen (6).... 1,555,165 183,838 1,739,003 2.4%
Frank D. Sidell (7)......... 259,285 181,139 440,424 *
Michael W. Wright........... 1,351 22,756 24,107 *
All directors and executive
officers as a group
(15 persons)(8)............ 9,974,677 2,399,863 12,374,540 17.1%

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* Represents beneficial ownership of less than one percent of the common
shares.
(1) Beneficial ownership is determined in accordance with the rules of the
SEC. Applicable percentage ownership is based on 69,822,615 common shares
outstanding as of November 26, 2001.
(2) The estate of Wayne C. Bongard holds approximately 48% of the voting
interests of WCB Holdings LLC and the remainder of the voting interests
are held by various trusts for children and grandchildren of Wayne C.
Bongard. Mr. Mark Bongard is Chief Manager of WCB Holdings LLC. Mr.
Bernards controls the estate of Wayne C. Bongard as personal
representative. Messrs. Bernards and Jensen serve as trustees for one or
more of the trusts. Each of these individuals disclaims beneficial
ownership of the Entegris shares held by WCB Holdings LLC.
(3) Includes 3,810,663 shares held directly, 692,152 held by family members,
and 311,289 shares allocated to Mr. Dauwalter's individual account under
the ESOP.
(4) Includes 1,403,533 shares held directly, 487,688 shares held by family
members, and 324,309 shares allocated to Mr. Geyer's account under the
ESOP.
(5) Includes 118,388 shares held directly, 119,951 held by family members, and
139,285 shares allocated to Mr. Milliren's account under the ESOP.
(6) Includes 759,970 shares held directly, 393,696 held by family members, and
401,499 shares allocated to Mr. Quernemoen's account under the ESOP.
(7) Includes 136,354 shares held directly, and 122,931 shares allocated to Mr.
Sidell's account under the ESOP.
(8) Includes an aggregate of 6,606,628 shares held directly, 1,763,980 shares
held by family members, and 1,604,069 shares allocated to all of the
officers' and directors' accounts under the ESOP. Excludes 17,665,608
shares owned by WCB Holdings LLC, of which Messrs. Bernards and Jensen
disclaim beneficial ownership.

COMPENSATION AND STOCK OPTION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION

Overview and Philosophy

The Board of Directors' Compensation and Stock Option Committee (the
Committee) includes Messrs. Boehlke, Klingl and McDaniel. The Committee reviews
and makes recommendations regarding compensation of executive officers,
including those Named Executives listed in the Summary Compensation Table
below, administers Entegris' stock option plans, and reviews major personnel
matters.

The Company's executive compensation program strives to be competitive with
the compensation provided by comparable companies in the high technology and
semiconductor capital equipment industry. Accordingly, the Committee analyzes
compensation survey data focused on the high technology and semiconductor
capital equipment industry. The compensation survey data reviewed by the
Committee is developed and published by several independent sources. In
addition, the Committee may also periodically consider the recommendations of
an outside compensation consultant.

The Committee annually conducts a review of its executive compensation
program. The purpose of the review is to ensure that the Company's executive
compensation program is meeting the objectives listed below. The Committee may
also periodically engage independent compensation consultants to assist them in
this process.

The Committee emphasizes long-term business development and creation of
shareholder value. Therefore, a significant portion of total compensation is
performance-based. The objectives of the executive compensation policies are
to:

. attract, retain, motivate and reward high caliber executives;

. foster teamwork and support the achievement of the Company's financial
and strategic goals through performance based financial incentives;

. promote the achievement of strategic objectives which lead to long-term
growth in shareholder value;

. encourage strong financial performance by establishing aggressive goals
for target performance and leveraging incentive programs through stock-
based compensation; and

. align the interests of executive officers with those of the Company and
its shareholders by making incentive compensation dependent upon company
performance.

Executive compensation at the Company has three components: base salary,
incentive bonus and stock options.

BASE SALARY

The Committee annually reviews and approves the base salaries of executive
officers, taking into consideration individual performance, retention, and the
responsibilities and performance of the individual executive officer. Base
salaries are normally reviewed on an annual basis. The base salary of executive
officers, including the Chief Executive Officer, is targeted to be near the
competitive average within the high technology and semiconductor industry peer
group to which the Company compares itself for compensation purposes. In fiscal
2001, base salaries of executive officers were generally slightly below the
averages set forth in the Committee's analysis of independent compensation
survey data.

BONUS PROGRAMS

Entegris maintains an executive management incentive program providing
annual bonus opportunities for certain qualified employees, including executive
officers, under which such employees may be awarded cash bonuses based upon the
achievement of individual performance criteria established in advance and upon
the

Company's financial performance. Under this program, an incentive pool is
established at the end of each fiscal year based upon certain financial
criteria for the then ending fiscal year, including sales growth, operating
profit and return on assets. For fiscal 2001, our executive officers are
eligible to receive a bonus payment of up to 100% of their base salary, up to
65% of which is based on the incentive pool, and up to 35% of which is based
upon the accomplishment of their individual performance goals, which may
include financial and non-financial objectives. Other employees who qualify for
this bonus program are eligible to receive lesser percentages of their base
salary based upon the same financial and individual factors. Additionally, for
domestic employees who do not qualify for this bonus program, we maintain a
quarterly incentive plan. The quarterly incentive plan provides bonuses based
upon base salary, depending upon our corporate domestic operating income
results.

Our bonus programs are administered at the discretion of the Committee.
Bonuses paid under the executive management incentive program are included in
the Summary Compensation Table below. The Committee also has the authority to
grant discretionary bonuses to executive officers and other employees to reward
extraordinary efforts or outstanding contributions relating to important
Company projects. No discretionary bonuses were paid to executive officers in
fiscal 2001.

STOCK OPTION PLAN

Executives are also eligible to receive grants under the Company's stock
option plan, which is administered by the Committee. Stock options are the
principal vehicle used by the Company for the payment of long-term
compensation. As noted, the Company awards stock options to align the interests
of its executive officers and key personnel with those of its shareholders and
to increase the long-term value of the Company.

To date, all stock options granted to executive officers have been at or
above fair market value. Accordingly, an executive receiving an option
generally is rewarded only if the market price of the Company's common stock
appreciates. Generally, such options vest over a period of four years. Since
long-term options generally vest over time, the Company periodically grants new
options to provide continuing incentives for future performance. The size of
previous grants and the number of options held are considered by the
Compensation Committee, but are not entirely determinative of future grants. In
addition, grants have generally included a broad base of participants that
includes employees below the executive level.

CHIEF EXECUTIVE OFFICER COMPENSATION

The Compensation Committee determines the compensation package of its Chief
Executive Officer in accordance with the objectives and methodology described
above. During the past year, Messrs. Stan Geyer and James E. Dauwalter served
in the position of Chief Executive Officer.

Mr. Geyer held the position of Chief Executive Officer of Entegris from June
1999 to January 2001 at which time he became Chairman of the Board of
Directors. His base salary was adjusted by the Committee in December 2000 to
$335,000. This base salary placed Mr. Geyer slightly below the average base pay
level for chief executive officers of similar companies based on the
Committee's assessment of independent compensation survey data. In determining
Mr. Geyer's base salary, the Compensation Committee considers compensation
levels of peer group chief executive officers, individual performance and the
Company's recent financial performance.

Each year, Mr. Geyer's bonus plan is established by the Compensation
Committee and reflects its determination of what is an appropriate incentive by
making a substantial portion of his compensation contingent upon the Company's
success and the achievement of specific goals. Several factors are considered,
including the Company's financial goals and related non-financial objectives.
In fiscal year 2001, Mr. Geyer was eligible to receive up to 100 percent of his
base salary if predetermined financial goals and other objectives were met. Mr.
Geyer met the threshold for most of the financial and other performance targets
established at the beginning of the fiscal year for determination of his annual
incentive bonus award. Accordingly, the Committee awarded Mr. Geyer a bonus of
$273,444 under the annual incentive plan, as reflected in the accompanying
"Summary Compensation Table."

Mr. Dauwalter assumed the position of Chief Executive Officer of Entegris in
January 2001. His base salary was set by the Committee at $335,000. This base
salary places Mr. Dauwalter slightly below the average base pay level for chief
executive officers of similar companies based on the Committee's assessment of
independent compensation survey data. In determining Mr. Dauwalter's base
salary, the Compensation Committee considers compensation levels of peer group
chief executive officers, individual performance and the Company's recent
financial performance

Each year, Mr. Dauwalter's bonus plan is established by the Compensation
Committee and reflects its determination of what is an appropriate incentive by
making a substantial portion of his compensation contingent upon the Company's
success and the achievement of specific goals. Several factors are considered,
including the Company's financial goals and related non-financial objectives.
In fiscal year 2001, Mr. Dauwalter was eligible to receive up to 100 percent of
his base salary if predetermined financial goals and other objectives were met.
Mr. Dauwalter met the threshold for most of the financial and other performance
targets established at the beginning of the fiscal year for determination of
his annual incentive bonus award. Accordingly, the Committee awarded Mr.
Dauwalter a bonus of $282,238 under the annual incentive plan, as reflected in
the accompanying "Summary Compensation Table."

As with other members of management, Messrs. Geyer and Dauwalter are
periodically granted stock options. In fiscal 2001, Messrs. Geyer and Dauwalter
were granted stock options to purchase 120,000 and 155,000 shares as shown in
the accompanying table entitled "Option Grants in Fiscal 2001."

162(m) Policy

The Company does not currently have a policy with respect to the limit under
Internal Revenue Code Section 162(m) on the deductibility of the qualifying
compensation paid to its executives as it is likely that under current tax laws
all such compensation will be deductible by the Company.

Robert J. Boehlke
Gary F. Klingl
Roger D. McDaniel

Compensation and Stock Option
Committee of the Board of Directors

Summary Compensation Table

The following table sets forth certain summary information concerning the
compensation earned by Entegris' Chief Executive and the four other most highly
compensated executive officers of Entegris for each of the last three fiscal
years whom we refer to as the Named Executive Officers.

All Other
Name and Position Year Salary Bonus (1) Compensation (2)
----------------- ---- ------- --------- ----------------

James E. Dauwalter.................... 2001 306,835 282,238 12,131
Chief Executive Officer and President 2000 245,480 383,968 20,972
1999 230,000 64,000 16,000
Stan Geyer............................ 2001 326,289 273,444 12,099
Chairman of the Board 2000 266,827 354,938 20,621
1999 250,000 64,000 16,000
Guy L. Milliren....................... 2001 191,904 188,175 12,743
Executive Vice President and Chief
Information Officer 2000 170,769 234,080 21,552
1999 163,077 19,020 16,000
Frank D. Sidell....................... 2001 195,962 148,000 13,740
President, Fluid Handling Products
Group 2000 135,033 125,000 17,224
1999 124,805 5,300 12,126
Michael W. Wright..................... 2001 189,308 180,600 12,600
President, Microelectronics Group 2000 142,689 191,093 18,181
1999 139,625 18,275 1,292

--------
(1) None of the perquisites and other benefits paid to any Named Executive
Officer exceeded the lesser of $50,000 or 10% of annual salary and bonus
amounts received by the Named Executive Officer.
(2) Represents payments made to defined contribution plans.

Stock Options

The following tables summarize option grants and exercises during fiscal
2001 to or by the executive officers named in the Summary Compensation Table,
and the value of options held by these officers at the end of fiscal 2001. No
stock appreciation rights (SARs) have been granted to, or were held by, any of
the named executive officers as of August 25, 2001.

Option Grants in Fiscal 2001

Value of Assumed
Annual Rates of
Stock Price
Appreciation
Individual Grants for Option Term
-------------------------------------------- -----------------
Number of
Securities % of Total
Underlying Options Exercise
Options Granted in Price Expiration
Name Granted Fiscal Year ($/Share) Price 5% ($) 10% ($)
---- ---------- ----------- --------- ---------- ------- ---------

James E. Dauwalter...... 65,000(1) 4.47 9.63 9/19/2010 393,127 996,760
90,000(2) 6.19 8.38 11/27/2010 473,579 1,200,833
Stan Geyer.............. 30,000(1) 2.06 9.63 9/19/2010 181,443 460,043
90,000(2) 6.19 8.38 11/27/2010 473,579 1,200,833
Guy L. Milliren......... 20,000(1) 1.38 9.63 9/19/2010 120,962 306,695
40,000(2) 2.75 8.38 11/27/2010 210,480 533,704
Frank D. Sidell......... 20,000(1) 1.38 9.63 9/19/2010 120,962 306,695
40,000(2) 2.75 8.38 11/27/2010 210,480 533,704
Michael W. Wright....... 21,500(1) 1.48 9.63 9/19/2010 130,034 329,698
40,000(2) 2.75 8.38 11/27/2010 210,480 533,704
50,000(3) 3.44 7.53 2/21/2011 236,877 600,200

--------
(1) Each of these options was granted on September 19, 2000 and has a maximum
term of ten years. Each option vests in equal annual increments over the
four years following the date of grant.
(2) Each of these options was granted on November 27, 2000 and has a maximum
term of ten years. Each option vests in equal annual increments over the
four years following the date of grant.
(3) This option was granted to Mr. Wright on February 21, 2001 and has a
maximum term of ten years. Each option vests in equal annual increments
over the four years following the date of grant.

Aggregated Option Exercises in Fiscal 2001 and Fiscal Year-end Option Values

Number of Securities
Underlying Unexercised Value of Unexercised
Number of Options at August 25, In-the-Money Options
Shares Value 2001 at August 25, 2001(2)
Acquired Realized ------------------------- -------------------------
Name on Exercise ($) (1) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- -------- ----------- ------------- ----------- -------------

James E. Dauwalter...... -- -- 475,978 193,902 3,986,933 879,780
Stan Geyer.............. -- -- 493,282 176,336 4,192,448 898,812
Guy L. Milliren......... 60,000 519,000 287,664 95,678 2,440,333 515,253
Frank D. Sidell......... 20,000 179,500 181,139 81,203 1,524,218 390,768
Michael W. Wright....... 7,500 64,725 22,756 144,743 150,048 660,970

--------
(1) Based on the market price of the purchased shares on the exercise date
less the option price paid for such shares.
(2) The value of the options is determined by multiplying the difference
between the exercise price of the option and the closing price of the
Company's common stock on the NASDAQ National Market on August 25, 2001
($11.75 per share) by the number of shares underlying the options.

Employment Agreements, Change in Control Arrangements

None of the Named Executive Officers have written employment or change in
control agreements with Entegris.

Certain Transactions

Leases. WCB Holdings LLC, which owns 24.5% of the Company's common shares,
is controlled by the Estate of Wayne C. Bongard (the Bongard Estate). The
Bongard Estate is the general partner of County 17, Chanhassen Partnership; the
Waconia Partnership; and the Fleninge Partnership. The Company leases office
space and production facilities from these partnerships or from the Bongard
estate directly on the terms described in the following paragraphs.

The Company entered into a lease agreement with a term of 15 years in fiscal
1990 with County 17, Chanhassen Partnership to lease a property in Chanhassen,
Minnesota, with a base rent of $37,600 per month adjusted periodically to an
agreed upon index. In fiscal 1997, the Company entered into an agreement with
Emplast, Inc. (Emplast) to sublease the property through November 30, 2004. The
base rent was set at $550,000 per year from June 1, 1999 to May 31, 2000, and
thereafter was to increase $50,000 per year until the rental payment reached
the lease payment paid by the Company for the premises. Emplast is majority
owned by WCB Holdings LLC, our largest shareholder, and Mark A. Bongard, a
director, is the Chief Executive Officer of Emplast. In December 2000,
subsequent to Emplast's purchase of the property from County 17, Chanhassen
Partnership, the Company paid Emplast $280,000 to terminate the lease and
related sublease.

The Company entered into a lease agreement with Waconia Partnership in
fiscal 1987, to lease a property in Waconia, Minnesota, until June 30, 2002.
The base rent was set at $21,791 per month and is adjusted periodically with
increases tied to an agreed upon index. This lease also gives the Company the
option to purchase the leased premise at the end of the lease at the fair
market value, as determined by an appraisal of a mutually agreed upon
appraiser.

Finally, the Company entered into a lease agreement with Wayne C. Bongard,
now deceased, in fiscal 1999 to lease a property in Castle Rock, Colorado,
until September 30, 2005. The base rent was set at $25,000 per month or 150% of
the amount of the monthly debt service due and payable by Mr. Bongard on
financing secured by a first lien against that property or any other financing
secured to improve the property, whichever is more. The rent could also be
increased to reflect the then current market rental rates at Mr. Bongard's
option. If the Bongard estate and the Company disagree on the rental amount,
the rental amount will be determined by a qualified appraiser.

Under the foregoing agreements, the Company is required to pay all real
estate taxes, utilities, and other related property expenses.

Notes Receivable. In fiscal 1992, the Bongard Estate executed a promissory
note in the amount of $801,347 payable to the Company, to be repaid in equal
installments over a 36-month period beginning in fiscal 2002, at a rate of
interest of 8.0% per annum. At August 25, 2001, the total debt was $801,347.

In fiscal 2001, Mr. Michael Wright, an officer of the Company, executed a
promissory note in the amount of $85,000 payable to the Company, to be repaid
over a 60-month period beginning in fiscal 2005, at a rate of interest of 6.5%
per annum. At August 25, 2001, the total due the Company was $85,000.

Sales to Affiliated Entities. Entegris currently holds approximately 12% of
Metron Technology N.V.'s outstanding shares, and in fiscal 2001, products
distributed by Metron accounted for approximately 25% of our sales. In
addition, James E. Dauwalter, a supervisory director of Metron, is President,
Chief Executive Officer and Director of Entegris. As a supervisory director of
Metron, Mr. Dauwalter receives yearly option grants. In connection with Mr.
Dauwalter's employment with Entegris, he entered into an agreement pursuant to
which he

agreed to exercise his options to purchase common shares of Metron at the
Company's request, to vote the shares received upon exercise of the options as
directed by us and to hold title to these shares only as a nominee on our
behalf, without any beneficial right, ownership, or interest in the shares. In
addition, Mr. Dauwalter agreed to convey title to the option (if this is
permitted by its terms) and any shares received upon exercise of the option to
us or to sell the shares and remit the proceeds to us upon our request.

Pursuant to the terms of certain distribution agreements, Entegris and
Metron have agreed that, with some exceptions, Metron would be the exclusive,
independent distributor of some of Entegris' products in specific countries,
primarily in Europe and Asia. Metron, as distributor, agreed to use its best
efforts to sell the agreed upon products in the designated countries. During
the second quarter of fiscal 2001, the Company and Metron agreed to the early
termination of a distribution agreement for Entegris's Microelectronics Group
products. Pursuant to the termination agreement, the Company assumed direct
sales responsibility for the Microelectronics Group product sales in Europe and
Asia, and transferred to Metron 1.125 million shares of Metron stock and agreed
to make future cash payments totaling $1.75 million. Entegris also agreed to
buy back certain microelectronics product inventory from Metron. The Company
and Metron also executed a new distribution agreement for Entegris' Fluid
Handling Group products, which now runs through August 31, 2005. Unless the
contract is terminated under specific conditions, the contract can be
terminated only upon written notification given more than twelve months prior
to the expiration of the applicable term, including extensions.

Contributions to Charity. The Company has historically made charitable
contributions to the Wallestad Foundation, a private foundation qualified under
Section 170 of the Internal Revenue Code, established by Victor Wallestad, a
founding shareholder of the Company. The Wallestad Foundation is dedicated to
the support of Christian ministries in Minnesota, the United States and
throughout the world. Daniel Quernemoen, Stan Geyer and James Dauwalter,
directors of Entegris, are also directors of the Wallestad Foundation. Entegris
has committed to contribute 5% of its fiscal 2001 net income to charitable
organizations, primarily through the Wallestad Foundation. Entegris accrued
$1.9 million in fiscal 2001 for charitable contributions.

PERFORMANCE GRAPH

Comparative Stock Performance
Comparison of Cumulative Total Return
July 11, 2000 to August 25, 2001

The line graph compares the cumulative total shareholder return on the
common stock of the Company from July 11, 2000 through August 25, 2001 with
cumulative total return of (1) The NASDAQ Composite Index and (2) a peer group
of companies. The peer group companies are: ATMI, Inc., Advanced Energy
Industries, Inc., Brooks Automation, Inc., Dupont Photomasks, Inc., Electro
Scientific Industries, Inc., FSI International, Inc., Helix Technology
Corporation, MKS Instruments, Inc., Metron Technology N.V., and Photronics,
Inc.

[PERFORMANCE GRAPH OMITTED]
July 11, 2000 August 26, 2000 August 25, 2001
------------- --------------- ---------------
Entegris, Inc. 100.00 98.86 106.82
NASDAQ Composite 100.00 101.57 48.16
Peer Group 100.00 89.72 62.05

Assumes $100 invested at the close of trading on July 11, 2000 in Entegris,
Inc. common stock, The NASDAQ Composite Index and the peer group index listed
above. Assumes reinvestment of all dividends.

AUDIT COMMITTEE REPORT

The Audit Committee (the "Committee") is composed of three directors, all of
whom are independent under the rules of the Nasdaq. The Committee operates
under a written charter adopted by the Board of Directors (a copy of the
charter is attached at Exhibit A of this Proxy Statement). The Committee's
responsibilities include oversight of the Company's independent auditors as
well as oversight of management's conduct in the Company's financial reporting
process. The Committee also recommends to the Board of Directors the selection
of the Company's independent auditors. Management is responsible for the
Company's financial reporting process. The independent auditors are responsible
for performing an independent audit of the Company's consolidated financial
statements in accordance with auditing standards generally accepted in the
United States of America and issuing a report thereon.

For fiscal 2001, the Committee met and held discussions with management and
the independent auditors. Management represented to the Committee that the
Company's consolidated financial statements were prepared in accordance with
accounting principles generally accepted in the United States of America, and
the Committee has reviewed and discussed the consolidated financial statements
with management and the independent auditors. The committee discussed with the
independent auditor's matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees).

The Company's independent auditors also provided to the Committee the
written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Committee discussed
with the independent auditors that firm's independence.

Based on the review and discussions referred to above, the Audit Committee
recommended to the Board of Directors that the audited consolidated financial
statements be included in the Company's Annual Report on Form 10-K for the
fiscal year ended August 25, 2001 to be filed with the Securities and Exchange
Commission.

James A. Bernards, Chairman
Robert J. Boehlke
Gary F. Klingl

Audit Committee of the Board of
Directors

INDEPENDENT AUDITORS FEES

The following table sets forth the aggregate fees billed to the Company for
the fiscal year ended August 25, 2001 by the Company's independent auditors,
KPMG LLP:

Audit Fees................................................ $286,000(a)
Financial Information Systems Design And Implement Fees... $ 0(b)
All Other Fees............................................ $257,000(b)(c)

--------
a) Includes fees for the audit of the annual consolidated financial
statements, reviews of the condensed consolidated financial statements
included in the Company's quarterly reports on Form 10-Q and statutory
audits.
b) The Audit Committee has considered whether these services are compatible
with maintaining the independent auditor's independence.
c) Includes fees of $257,000 for tax-related services and none for all other
non-audit services.

SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING

Any shareholder wishing to have a proposal considered for submission at the
2002 Annual Meeting of Shareholders must submit the proposal in writing to the
Secretary of the Company at the address indicated above in accordance with all
applicable rules and regulations of the SEC no later than August 9, 2002.

GENERAL

The 2001 Annual Report to Shareholders for the fiscal year ended August 25,
2001is being mailed with this Proxy Statement.

Management does not intend to present any matters at the meeting not
referred to above and does not presently know of any matter that may be
presented to the meeting by others. However, if other matters properly come
before the meeting, it is the intention of the persons named in the enclosed
form of proxy to vote thereon in accordance with their best judgment.

The Company will pay the cost of soliciting proxies in the accompanying
form. In addition to solicitation by use of mail, certain officers and regular
employees of the Company may solicit the return of proxies by telephone,
telegram or personal interview, and may request brokerage houses and
custodians, nominees and fiduciaries to forward soliciting materials to their
principals and will reimburse them for their reasonable out-of-pocket expenses.

Shareholders who wish to obtain a copy of the Company's Annual Report on
Form 10-K, filed with the Securities and Exchange Commission, for the fiscal
year ended August 25, 2001, may do so without charge by writing to the
Secretary at Entegris, Inc., 3500 Lyman Boulevard, Chaska, Minnesota 55318.

By Order of the Board of Directors,

/s/ John D. Villas

John D. Villas
Secretary

Dated: December 6, 2001

EXHIBIT A

Charter of the Audit Committee of the Board of Directors
Of
Entegris, Inc.

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors to assist the
Board in fulfilling its oversight responsibilities. The Audit Committee's
primary duties and responsibilities are to:

. Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting, and legal
compliance.

. Monitor the independence and performance of the Company's independent
auditors.

. Provide an avenue of communication among the independent auditors,
management, and the Board of Directors.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to
the independent auditors as well as anyone in the organization. The Audit
Committee has the ability to retain, at the Company's expense, special
legal, accounting, or other consultants or experts it deems necessary in
the performance of its duties.

II. Audit Committee Composition and Meetings

Audit Committee members shall meet the requirements of Nasdaq. The Audit
Committee shall be comprised of three or more directors as determined by
the Board free from any relationship that would interfere with the exercise
of his or her independent judgment. All members of the Committee shall have
a basic understanding of finance and accounting and be able to read and
understand fundamental financial statements, and at least one member of the
Committee shall have accounting or related financial management expertise.

Audit Committee members shall be appointed by the Board on the
recommendation of a nomination committee. If an audit committee Chair is
not designated or present, the members of the Committee may designate a
Chair by majority vote of the Committee membership.

The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. The Audit Committee Chair shall prepare and/or
approve an agenda in advance of each meeting. The Committee should meet
privately in executive session with management, the independent auditors,
and as a committee to discuss any matters that the Committee or each of
these groups believe should be discussed. In addition, the Committee will
establish a communication process with management and the independent
auditors.

III. Audit Committee Responsibilities and Duties

Review Procedures

1. Review and reassess the adequacy of this Charter at least annually. Submit
the charter to the Board of Directors for approval and have the document
published at least every three years in accordance with SEC regulations.

2. Review the Company's annual audited financial statements prior to filing or
distribution. Review should include discussion with management and
independent auditors of significant issues regarding accounting principles,
practices, and judgments.

A-1

3. In consultation with the management and the independent auditors consider
the integrity of the Company's financial reporting processes and controls.
Discuss significant financial risk exposures and the steps management has
taken to monitor, control, and report such exposures. Review significant
findings prepared by the independent auditors together with management's
responses.

4. At the Committee's discretion, it shall also review quarterly financial
statements and review with financial management and the independent auditors
any significant matters which arise out of the Company's quarterly financial
statements review based upon the auditors' limited review procedures.
Discuss any significant changes to the Company's accounting principles and
any items required to be communicated by the independent auditors in
accordance with SAS 61 (see item 9).

Independent Auditors

5. The independent auditors are ultimately accountable to the Audit Committee
and the Board of Directors. The Audit Committee shall review the
independence and performance of the auditors and annually recommend to the
Board of Directors the appointment of the independent auditors or approve
any discharge of auditors when circumstances warrant.

6. Approve the fees and other significant compensation to be paid to the
independent auditors.

7. On an annual basis, the Committee should review and discuss with the
independent auditors all significant relationships they have with the
Company that could impair the auditors' independence and shall review a
written statement from the auditors as to their independence.

8. Review the independent auditors audit plan--discuss scope, staffing,
locations, reliance upon management and general audit approach.

9. Prior to releasing the year-end earnings, discuss the results of the audit
with the independent auditors. Discuss certain matters required to be
communicated to audit committees in accordance with AICPA SAS 61.

10. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in its
financial reporting.

Other Audit Committee Responsibilities

11. Annually prepare a report to shareholders as required by the Securities
and Exchange Commission. The report should be included in the Company's
annual proxy statement.

12. Perform any other activities consistent with this Charter, the Company's
by-laws, and governing law, as the Committee or the Board deems necessary
or appropriate.

13. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.

A-2

ENTEGRIS, INC.

ANNUAL MEETING OF SHAREHOLDERS

Tuesday, January 22, 2002
3:30 p.m.

Lutheran Brotherhood Building
625 Fourth Avenue South
Minneapolis, Minnesota 55439
612-340-7264

Westbound from St. Paul
Take 94 West to the 5th Street exit, follow 5th Street to 4th Avenue, turn
left on 4th Avenue, the Lutheran Brotherhood Building is located two blocks
on the left.

From Minneapolis / St. Paul International Airport
Take 494 West to 35W North, take the two left lanes towards Downtown exits,
take the MN 65/5th Avenue exit on left, follow 5th Avenue to 5th Street,
turn left on 5th Street, go one block to 4th Avenue, turn left on 4th
Avenue, the Lutheran Brotherhood Building is located two blocks on the
left.

From West Metro
Take 394, exit on 6th Street, follow 6th Street to 4th Avenue, turn right
on 4th Avenue, the Lutheran Brotherhood Building is located on the first
block on the left.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Entegris, Inc.
3500 Lyman Boulevard, Chaska, Minnesota 55318 proxy
---------------------------------------------------------------------------

This proxy is solicited by the Board of Directors for use at the Annual Meeting
of Shareholders on January 22, 2002, which will commence at 3:30 p.m.
The shares of stock you hold in your account will be voted as you specify below.

If no choice is specified, the proxy will be voted "FOR" Items 1 and 2.
By signing the proxy, you revoke all prior proxies and appoint STAN GEYER and
JAMES E. DAUWALTER, and each of them, with full power of substitution, to vote
your shares on the matters shown on the reverse side and any other matters which
may come before the Annual Meeting of Shareholders and all adjournments.

See reverse for voting instructions.

----------------
COMPANY #
CONTROL #
----------------
There are two ways to vote your Proxy

Your telephone vote authorizes the Named Proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.

VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326

o Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a
week; until 12 pm (noon) ET on January 21, 2002.
o You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which are located above.
o Follow the simple instructions the Voice provides for you.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided or return it to Entegris, Inc., c/o Shareowner Services(SM), P.O.
Box 64873, St. Paul, MN 55164-0873.

If you vote by telephone, Please do not mail your Proxy Card

\ / Please detach here \ /
-------------------------------------------------------------------------------

The Board of Directors Recommends a Vote FOR Item 1.

1. ELECTION OF DIRECTORS: 01 MARK A. BONGARD 02 DELMER M. JENSEN
03 DANIEL R. QUERNEMOEN

[_] Vote FOR [_] Vote WITHHELD
all nominees from all
(except as marked) nominees
(Instructions: To withhold authority
to vote for any indicated nominee, -------------------------------------
write the number(s) of the nominee(s) | |
in the box provided to the right.) -------------------------------------

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL.
---

Address Change? Mark Box [_] Indicate changes below:

Dated:____________________________________

-------------------------------------
| |
-------------------------------------
Signature(s) in Box
Please sign exactly as your name(s)
appear on Proxy. If held in joint
tenancy, all persons must sign.
Trustees, administrators, etc., should
include title and authority.
Corporations should provide full name
of corporation and title of authorized
officer signing the proxy.

ENTEGRIS, INC.

ANNUAL MEETING OF SHAREHOLDERS

Tuesday, January 22, 2002
3:30 p.m.

Lutheran Brotherhood Building
625 Fourth Avenue South
Minneapolis, Minnesota 55439
612-340-7264

Westbound from St. Paul
Take 94 West to the 5th Street exit, follow 5th Street to 4th Avenue, turn
left on 4th Avenue, the Lutheran Brotherhood Building is located two blocks
on the left.

From West Metro
Take 394, exit on 6th Street, follow 6th Street to 4th Avenue, turn right
on 4th Avenue, the Lutheran Brotherhood Building is located on the first
block on the left.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -

Entegris, Inc.
3500 Lyman Boulevard, Chaska, Minnesota 55318 proxy
---------------------------------------------------------------------------

If no choice is specified, the proxy will be voted "FOR" Items 1 and 2.
By signing the proxy, you revoke all prior proxies and appoint HSBC Bank USA, as
Trustee for the Entegris, Inc. Employee Stock Ownership Plan and Trust to vote
your shares on the matters shown on the reverse side and any other matters which
may come before the Annual Meeting of Shareholders and all adjournments.

See reverse for voting instructions.

----------------
COMPANY #
CONTROL #
----------------
There are two ways to vote your Proxy

Your telephone vote authorizes the Named Proxies to vote your shares in the same
manner as if you marked, signed and returned your proxy card.

VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326

If you vote by telephone, Please do not mail your Proxy Card

\ / Please detach here \ /
-------------------------------------------------------------------------------

The Board of Directors Recommends a Vote FOR Item 1.

1. ELECTION OF DIRECTORS: 01 MARK A. BONGARD 02 DELMER M. JENSEN
03 DANIEL R. QUERNEMOEN

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
GIVEN, THIS PROXY WILL BE VOTED FOR EACH PROPOSAL.
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Address Change? Mark Box [_] Indicate changes below:

Dated:____________________________________