Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 17, 2021, the Board of Directors (the "Board") of CMC Materials,
Inc. (the "Corporation") and the Compensation Committee of the Board approved
the performance goals for the Corporation pursuant to which cash bonus awards
may be paid to the Corporation's executive officers and certain other members of
senior management under the Corporation's Short-Term Incentive Program ("STIP")
for the fiscal year ending September 30, 2022 ("Fiscal 2022"). The STIP operates
pursuant to the Corporation's 2021 Omnibus Incentive Plan ("OIP"). The
performance goals for Fiscal 2022 are financial goals that include revenue and
adjusted earnings before interest, taxes, depreciation and amortization
(EBITDA). Any cash bonus award amounts pursuant to the STIP and OIP will be
determined for each participant based on levels of attainment of the indicated
goals by the Corporation, as well as the attainment of individual performance
objectives, as assessed by the Compensation Committee of the Board using its
discretion. Such assessment may include consideration of macroeconomic and other
factors, whether or not able to be generally foreseen, that may impact the
Corporation's performance during Fiscal 2022.
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