SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
![[MISSING IMAGE: lg_axcelis-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001113232/000110465924040855/lg_axcelis-4c.jpg)
to be Held May 9, 2024
building lobby, they will be directed to the meeting room
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Proposal
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Required Vote
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Axcelis Board
Recommendation |
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| Election of nine nominees as directors. | | | Each nominee must receive a plurality of the votes cast. | | | FOR ALL of the Axcelis Board-recommended nominees named in this proxy statement and on the proxy card | |
| Ratification of the appointment of our independent registered public accounting firm (our “independent auditors”) to audit our financial statements for 2024. | | | This non-binding proposal will be considered approved if more votes are cast in favor than against. | | |
FOR ratification
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| To amend the Restated Certificate of Incorporation of the Company to limit the liability of executive officers to the extent permitted under Delaware law. | | | The amendment to the Restated Certificate of Incorporation must be approved by a majority of the outstanding shares of common stock on the record date. | | |
FOR the amendment
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| Approval of the 2023 compensation of our named executive officers as described under “Executive Compensation” in this proxy statement. | | | This non-binding proposal will be considered approved if more votes are cast in favor than against. | | |
FOR approval
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Beneficial Owner (1)
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Shares
Owned |
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Percent of Class
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| |||
| BlackRock, Inc. (2) | | | | | | | | | | |
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55 East 52nd Street, New York, NY 10055
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| | | | 6,088,685 | | | |
18.6%
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| The Vanguard Group (3) | | | | | | | | | | |
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100 Vanguard Blvd., Malvern, PA 19355
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| | | | 4,040,912 | | | |
12.4%
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Beneficial Owner (1)
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Shares Owned
as of March 15, 2024 |
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Shares Subject to
Exercisable Rights to Acquire as of May 14, 2024 |
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Total Shares
Beneficially Owned |
| |
Percent of
Class |
| ||||||||||||
| Non-Executive Directors | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tzu-Yin Chiu | | | | | 3,873 | | | | | | — | | | | | | 3,873 | | | | |
|
*
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| |
| Gregory B. Graves | | | | | — | | | | | | — | | | | | | — | | | | |
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*
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| Joseph P. Keithley | | | | | 1,875 | | | | | | — | | | | | | 1,875 | | | | |
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*
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| John T. Kurtzweil | | | | | 31,402 | | | | | | — | | | | | | 31,402 | | | | |
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*
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| Jeanne Quirk | | | | | 4,075 | | | | | | — | | | | | | 4,075 | | | | |
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*
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| Necip Sayiner | | | | | — | | | | | | — | | | | | | — | | | | |
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*
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| Thomas St. Dennis | | | | | 10,625 | | | | | | — | | | | | | 10,625 | | | | |
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*
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| Jorge Titinger | | | | | 9,033 | | | | | | — | | | | | | 9,033 | | | | |
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*
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| Dipti Vachani | | | | | 4,976 | | | | | | — | | | | | | 4,976 | | | | |
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*
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Named Executive Officers
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| | | | | | | | | | | | | | | | | | | | | | | | |
| Russell J. Low (2) | | | | | 25,979 | | | | | | — | | | | | | 25,979 | | | | |
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*
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| James G. Coogan (3) | | | | | 100 | | | | | | — | | | | | | 100 | | | | |
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*
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| Mary G. Puma (4) | | | | | 218,147 | | | | | | 35,971 | | | | | | 254,118 | | | | |
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*
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| Kevin J. Brewer (5) | | | | | 5,985 | | | | | | — | | | | | | 5,985 | | | | |
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*
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| Lynnette C. Fallon | | | | | 14,872 | | | | | | — | | | | | | 14,872 | | | | |
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*
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| Gregory F. Redinbo | | | | | 4,286 | | | | | | — | | | | | | 4,286 | | | | |
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*
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Gerald M. Blumenstock (6)
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| | | | — | | | | | | — | | | | | | — | | | | |
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*
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All current Executive
Officers and Directors as a Group (17 persons) (7) |
| | | | 335,826 | | | | | | 37,846 | | | | | | 373,672 | | | | | | 1.14% | | |
![[MISSING IMAGE: pc_boardnom-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001113232/000110465924040855/pc_boardnom-4c.jpg)
![[MISSING IMAGE: pc_tenure-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001113232/000110465924040855/pc_tenure-4c.jpg)
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Public
Company CEO |
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Semiconductor
industry |
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Capital
Equipment |
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Global
Experience |
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Customer
Viewpoint |
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Finance/
Accounting/ Capital Markets |
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M&A
Management |
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Cybersecurity
Risk Management |
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Chiu
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Graves
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Kurtzweil
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Low
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Quirk
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Sayiner
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St. Dennis
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Titinger
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Vachani
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Board Diversity Matrix as of December 31, 2023*
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Board Size: | | | | | | | |
Total Number of Directors | | | |
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9
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Gender:
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Male
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Female
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Non-Binary
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Gender
Undisclosed |
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Notes
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Number of directors based on
gender identity |
| | | | 6 | | | | | | 3 | | | | | | — | | | | | | — | | | |
Ms. Puma, Ms. Quirk, and
Ms. Vachani are female
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Number of directors who identify in any of the categories below: | | |||||||||||||||||||||||||||
African American or Black | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |
Alaskan Native or American Indian
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
Asian | | | | | 1 | | | | | | 1 | | | | | | — | | | | | | — | | | |
Dr. Chiu and Ms. Vachani
are Asian
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Hispanic or Latinx | | | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | Mr. Titinger is Hispanic | |
Native Hawaiian or Pacific Islander
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| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |
White | | | | | 4 | | | | | | 2 | | | | | | — | | | | | | — | | | | | |
Two or more Races or Ethnicities | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |
LGBTQ+ | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |
Did Not Disclose Demographic Background | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | |
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2024 Nominees for Election to the Axcelis Board of Directors
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| The following table contains biographical information about the nominees for election and the specific experience, qualifications, attributes, or skills of the nominees that led to the conclusion that each of these individuals should serve as a director of the Company, in light of our business and structure: | | | |||||
| Tzu-Yin (“TY”) Chiu, Ph.D.: director since 2018, age 67 | | | | | |||
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | | | ||
| Dr. Tzu-Yin Chiu has served as President of National Silicon Industry Group (“NSIG”), since April 2020. NSIG is the parent company of Shanghai Xinsheng Semiconductor Technology Co., Ltd (known as “Zing Semi”), a provider of high-quality semiconductor wafer research and development, production, and sales, of which Dr. Chiu has served as Chief Executive Officer since 2019. Dr. Chiu retired as the non-executive Vice Chairman of Semiconductor Manufacturing International Corporation (“SMIC”), a leading semiconductor foundry in China, in 2018. Dr. Chiu served in that position following his retirement as SMIC’s CEO in 2017, a position he assumed in 2011, at which time he also joined the SMIC Board. Between 2009 and 2011, Dr. Chiu served as Chief Executive Officer of Hua Hong Semiconductor Limited (known as “HHNEC”), a global, leading pure-play foundry, headquartered in China. From 2005 to 2009, Dr. Chiu worked at other chip manufacturers in Asia, having first worked at SMIC from 2001 to 2005 as Senior Vice President, Operations. Prior to joining SMIC, Dr. Chiu was a Senior Director Fab Operations at Taiwan Semiconductor Manufacturing Company Limited. Dr. Chiu worked at AT&T/Bell Labs from 1984 to 1996, as the head of the High-Speed Electronics Department and Silicon Research Operations Department. In addition, Dr. Chiu has served as Vice Council Chairman of China Semiconductor Industry Association (CSIA) and a board member of Global Semiconductor Alliance (GSA). In addition to serving on the Board of NSIG, Dr. Chiu also serves as a director of EverDisplay Optronics (Shanghai) Co., Ltd. He also serves on the Engineering Advisory Board of University of California, Berkeley, and the external Advisory Board of Tsinghua-Berkeley Institute. | | | Dr. Chiu has over 30 years’ experience in the semiconductor industry and a track record of managing successful semiconductor manufacturing companies at the executive level. Dr. Chiu’s expertise spans technology research, business development, operations and corporate management. His familiarity with the Chinese semiconductor market has been particularly valuable to Axcelis as that market has grown. Dr. Chiu has served on the Technology and New Product Development Committee and the Nominating and Governance Committee since his election in May 2018. | | |
| Gregory B. Graves: director since 2024, age 63 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Mr. Graves served as Chief Financial Officer of Entegris, Inc., a leading supplier of advanced materials and process solutions for the semiconductor industry from 2007 to May 2023, and retired from Entegris in July 2023. In addition to the CFO title, Mr. Graves was also Entegris’s Executive Vice President and Treasurer, beginning in 2008, previously holding the title of Senior Vice President and CFO from 2007 to 2008. Prior to assuming the CFO role, from 2005 to 2007, Mr. Graves served as Entegris’s Senior Vice President, Strategic Planning & Business Development. Mr. Graves held business development and finance positions at Entegris Minnesota from 2002 to 2005. Prior to 2002, Mr. Graves held positions in investment banking and corporate development, including at U.S. Bancorp Piper Jaffray and at Dain Rauscher. Mr. Graves currently serves as a director of Laird Superfood, Inc., a plant-based food company; SkyWater Technology, Inc., a US semiconductor foundry; and Janel Corporation, a global logistics provider. He previously served as a director of Plug Power Inc., an energy solutions provider, until June 2019. | | | Mr. Graves’s background in accounting and finance, and his experience as a long-serving chief financial officer for a supplier to the semiconductor industry, give him valuable insight on finance and business development matters in our industry, which is highly valued by our Board. Since his appointment to the Board in February 2024, Mr. Graves has served as a member of the Axcelis Audit Committee and Compensation Committee. | |
| John T. Kurtzweil: director since 2015, age 67 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Mr. Kurtzweil has served as an independent consultant since 2018, which includes periodically serving as an interim Chief Financial Officer for his clients. Mr. Kurtzweil is also engaged in cybersecurity matters, holding a certificate in cybersecurity oversight from Carnegie Mellon University. This background enables him to assist the Company, other boards, and his consulting clients in assessing their cybersecurity defenses and incident preparedness. From July 2017 to November 2018, Mr. Kurtzweil served as the Chief Financial Officer of Akoustis Technologies, Inc., an RF filter semiconductor company. From 2015 to March 2017, Mr. Kurtzweil was VP Finance of Cree, Inc., a provider of light emitting diode, lighting, and semiconductor products, and Chief Financial Officer of its subsidiary, Wolfspeed, a Cree Company. He was an independent consultant from October 2014 to June 2015. From 2012 until 2014, Mr. Kurzweil served as Senior Vice President, Chief Financial Officer and Special Advisor to the CEO of Extreme Networks, Inc., a provider of open networking innovations. From 2006 to 2012, Mr. Kurtzweil served as Executive Vice President, Finance and as Chief Financial Officer and Treasurer of Cree, Inc. From 2004 to 2006, Mr. Kurtzweil was Senior Vice President and Chief Financial Officer at Cirrus Logic, Inc., a fabless semiconductor company. Mr. Kurtzweil served as a director of Akoustis from January 2017 to July 2017, when he became Chief Financial Officer of Akoustis, and for Meru Networks, Inc. from May 2015 to July 2015 when the company was sold. Mr. Kurtzweil currently serves on the Board of SkyWater Technology, Inc., a US semiconductor foundry. | | | Mr. Kurtzweil brings to the Board significant senior executive leadership experience, including nineteen years as chief financial officer of publicly traded technology companies and placing an aggregate of over $2.0 billion in equity and debt instruments. His technology industry experience includes several M&A transactions and when combined with his treasury experience, gives him a valuable perspective as a director. Mr. Kurtzweil has developed an advanced understanding of cybersecurity strategies through a certificate program at Carnegie Mellon University. His qualifications to serve as a director also include that he is a certified public accountant and certified management accountant, his cybersecurity oversight expertise, his financial market experience, training through the Stanford Directors College, active membership with National Association of Corporate Directors and his qualifications as an audit committee financial expert. Mr. Kurtzweil has served on the Audit Committee (and as Chairperson since February 2017) and on the Compensation Committee since his election to the Board in May 2015. The Board highly values his contributions in these roles. | |
|
Russell J. Low, Ph.D.: director since 2023, age 53
|
| | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Dr. Low is our President and Chief Executive Officer, a position he assumed in May 2023. Prior to that, beginning in 2021, he was our Executive Vice President, Global Customer and Engineering Operations. Dr. Low joined Axcelis in 2016 as Executive Vice President, Engineering. Prior to joining the Company, Dr. Low held the position of Vice President of Engineering, MOCVD Business Unit at Veeco Instruments since 2013, prior to which he was Veeco’s Senior Director of Engineering, Molecular Beam Epitaxy Business Unit beginning in 2012. From 2003 to 2012, Dr. Low held a number of positions at Varian Semiconductor Equipment Associates, most recently as Director of Technology. Prior to that, Dr. Low held engineering positions in the thermal processing and ion implant divisions of Applied Materials, Inc. from 1997 to 2003. Dr. Low serves on the North American Advisory Board (NAAB) of SEMI International and is a member of the Massachusetts High Tech Council. Dr. Low is not currently serving on any other public company Boards. | | | Dr. Low’s technical understanding, extensive management experience at the Company, and more broadly in our industry, contributed to his selection as Axcelis’ next Chief Executive Officer and President beginning in May 2023. As such, Dr. Low’s contributions to Board discussions are essential as the Company moves forward. Dr. Low’s leadership of the Company’s Engineering and Global Customer Operations functions during a period of improving financial performance and market share, were highly valued by the Board. | |
| Jeanne Quirk: director since 2022, age 54 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Ms. Quirk is the Senior Vice President, Mergers and Acquisitions, for TE Connectivity, a position she has held since 2015. TE Connectivity (formerly known as Tyco Electronics Ltd.) is a manufacturer of connectivity and sensor solutions for a variety of industries including automotive, industrial equipment, data communication systems, aerospace, defense, oil and gas, energy, and semiconductor capital equipment. Since 2013, Ms. Quirk served as the Vice President, Strategy and Business Development for TE’s Industrial Solutions segment, with responsibility for partnering with the leadership team to identify and execute organic and inorganic growth initiatives. Since joining TE in 2000, she held a variety of leadership positions in M&A and integration, including leading TE’s M&A and divestiture efforts from 2007 through 2013. Prior to joining TE, Ms. Quirk worked at PricewaterhouseCoopers for 10 years where she assisted a broad range of strategic buyers and financial sponsors with their acquisitions. Ms. Quirk is not currently serving on any other public company Boards. | | | Ms. Quirk has over 30 years’ experience in the electronics industry, focused on inorganic growth, which is an area of interest for the Company. Ms. Quirk has served on the Audit Committee and the Nominating and Governance Committee since her election in February 2022. The Board highly values her contributions in these roles. | |
| Necip Sayiner: director since 2024, age 58 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Dr. Sayiner served as the Executive Vice President of Renesas Electronics Corporation, a company engaged in the research, development, design, manufacture, sale, and servicing of semiconductor products, from February 2017 to March 2019, also serving as President of Renesas Electronics America from July 2017 to March 2019. Previously, he was the President, Chief Executive officer and a director of Intersil Corporation, a leading provider of innovative power management and precision analog solutions, from March 2013 until its acquisition by Renesas Electronics Corporation in February 2017. Prior to Intersil, from September 2005 to April 2012, he served as president and chief executive officer, and director of Silicon Laboratories, a fabless semiconductor company engaged in the design of analog-intensive, mixed signal integrated circuits. Dr. Sayiner served as Chairman of the Semiconductor Industry Association (“SIA”), from December 2015 to November 2016 and as Vice Chairman from November 2014 to December 2015. Dr. Sayiner was initially appointed to the Board of the SIA in September 2013. Dr. Sayiner also serves as a director on the board of Rambus, Inc., a manufacturer of semiconductor chips and IP that advance data center connectivity. He previously served as a director of Power Integrations, Inc., a semiconductor manufacturing company, until May 2023. | | | Dr. Sayiner’s deep knowledge of the semiconductor industry from his career at chip design and device manufacturing companies provides the Axcelis Board with valuable input from the customer perspective. His experience as chief executive officer, extensive engineering experience, and track record of strong revenue and profitability growth are all highly valued by our Board. Since his appointment to the Board in February 2024, Dr. Sayiner has served as a member of the Technology and New Product Development Committee and the Compensation Committee. | |
| Thomas St. Dennis: director since 2015, age 70 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Thomas St. Dennis is the non-executive Chairperson of FormFactor, Inc., a leading provider of semiconductor wafer test technologies and expertise, a position he assumed in 2016. Previously, Mr. St. Dennis served as FormFactor’s Executive Chairperson beginning in 2013, and as its Chief Executive Officer from 2010 to 2014. Mr. St. Dennis held various positions at Applied Materials, Inc., a semiconductor equipment manufacturer, from 1992 to 1999 and again from 2005 to 2009. His most recent role at Applied Materials was as Senior Vice President and General Manager of the Silicon Systems Group. From 2003 to 2005, Mr. St. Dennis was Executive Vice President of Sales and Marketing at Novellus Systems, Inc., a semiconductor capital equipment manufacturer. Mr. St. Dennis currently serves on the boards of directors of FormFactor and Veeco Instruments Inc., a company that designs, manufactures and markets thin film equipment for semiconductor processing applications. | | | Mr. St. Dennis’ prior experience in the semiconductor equipment industry as well as his extensive international business background make him an effective advisor to the Board regarding strategic and marketing issues. His experience and skills are highly valued by our Board. Mr. St. Dennis has served on the Nominating and Governance Committee and the Technology and New Product Development Committee since his election to the Board in May 2015. Beginning in May 2020, Mr. St. Dennis was appointed Chairperson of the Technology and New Product Development Committee. The Board highly values his contributions in these roles. | |
| Jorge Titinger: director since 2019, age 62 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Mr. Titinger is Axcelis’ Lead Director, serving since May 2023. It is contemplated that he will be appointed as Chairperson of the Board of Directors following the 2024 Annual Meeting of Stockholders, when Ms. Puma will cease to serve as Executive Chairperson. Mr. Titinger serves as principal of Titinger Consulting, a private consulting and advisory service provider founded by Mr. Titinger in 2016. Beginning in 2012, Mr. Titinger served as President and Chief Executive Officer of Silicon Graphics International Corp., a producer of computer hardware and software, which was acquired by Hewlett Packard Enterprise in 2016. From 2008 to 2011, Mr. Titinger served in various offices at Verigy Ltd., a provider of semiconductor automatic test equipment, ending as President and Chief Executive Officer in 2011. Prior to his service at Verigy, Mr. Titinger held executive positions with FormFactor, Inc. from 2007 to 2008, and KLA-Tencor Corporation from 2002 to 2007. Mr. Titinger served as a director of Xcerra Corporation, a provider of semiconductor and electronics test products and services from 2012 until it was acquired by Cohu, Inc., a supplier of semiconductor test and inspection equipment, in 2018. Mr. Titinger served on the Board of Directors of Cohu, Inc. from 2018 to 2021. Mr. Titinger currently serves as a director of (i) FormFactor, a leading provider of semiconductor wafer test technologies and expertise; (ii) CalAmp Corp., a provider of mobile resource management telematics systems, software, and subscription services for the Internet of Things market; and (iii) Ichor Holdings, Ltd. (also known as Ichor Systems), a leader in the design, engineering and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment. | | | Mr. Titinger’s prior experience in the semiconductor industry as well as his extensive international business background make him an effective advisor to the Board regarding strategic and marketing issues. His leadership experience and skills are highly valued by our Board. Mr. Titinger also brings cybersecurity expertise, given his participation on the Cybersecurity and Data Privacy Committee of the Board of CalAmp Corp., a company that provides solutions to help organizations worldwide to monitor, track, and protect their data and vital assets. In addition, when Mr. Titinger served as an executive at KLA-Tencor Corporation, he was responsible for cybersecurity, managing that company’s CIO and the CISO. Mr. Titinger became the Chairperson of our Compensation Committee in May 2022 and Lead Director in May 2023. The Board highly values his contributions in these roles. | |
| Dipti Vachani: director since 2022, age 50 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Ms. Vachani is the Senior Vice President, General Manager, Automotive and Embedded Line of Business for Arm Limited, a position she has held since 2018. Arm Limited is a designer of energy-efficient system-on-a-chip central processing units for cell phones and other applications including automotive, artificial intelligence and internet of things applications. From 2015 to 2018, Ms. Vachani was VP, General Manager of Intel Corporation’s Internet of Things Group. Prior to Intel, Ms. Vachani was VP, General Manager, Power and Lighting Display at Skyworks Solutions beginning in 2013. Ms. Vachani held various program and product line positions at Texas Instruments, Inc. from 2001 to 2013, ending as VP, General Manager, Single Core Processors. Ms. Vachani is not currently serving on any other public company Boards. | | | Ms. Vachani has over 25 years’ experience in the semiconductor industry, most recently focused on automotive and internet of things applications, important areas for many Axcelis customers. Ms. Vachani has served on the Technology and New Product Development Committee and the Compensation Committee since her election in February 2022. The Board highly values her contributions in these roles. | |
| Board Member Retainer | | | | $ | 60,000 | | |
| Independent Chairperson/Lead Director Premium | | | | $ | 50,000 | | |
| Committee Chairpersons Retainers | | | | | | | |
| Audit Committee Chairperson | | | | $ | 25,000 | | |
| Compensation Committee Chairperson | | | | $ | 15,000 | | |
| Nominating and Governance Committee Chairperson | | | | $ | 10,000 | | |
| Technology and New Product Development Committee Chairperson | | | | $ | 10,000 | | |
| Other Committee Member Retainers | | | | | | | |
| Audit Committee Member | | | | $ | 10,000 | | |
| Compensation Committee Member | | | | $ | 7,500 | | |
| Nominating and Governance Committee Member | | | | $ | 5,000 | | |
| Technology and New Product Development Committee Member | | | | $ | 5,000 | | |
Name
|
| |
Fees earned or
paid in cash ($) |
| |
Stock awards
($) (1)(2)(3) |
| |
Total
($) |
| |||||||||
Tzu-Yin Chiu
|
| | | $ | 70,000.00 | | | | | $ | 164,083.00 | | | | | $ | 234,083 | | |
Richard J. Faubert (4)
|
| | | $ | 44,760.00 | | | | | $ | — | | | | | $ | 44,760 | | |
Joseph P. Keithley
|
| | | $ | 80,000.00 | | | | | $ | 164,083.00 | | | | | $ | 244,083 | | |
John T. Kurtzweil
|
| | | $ | 92,500.00 | | | | | $ | 164,083.00 | | | | | $ | 256,583 | | |
Jeanne Quirk
|
| | | $ | 75,000.00 | | | | | $ | 164,083.00 | | | | | $ | 239,083 | | |
Thomas St. Dennis
|
| | | $ | 75,000.00 | | | | | $ | 164,083.00 | | | | | $ | 239,083 | | |
Jorge Titinger
|
| | | $ | 104,231.00 | | | | | $ | 164,083.00 | | | | | $ | 268,314 | | |
Dipti Vachani
|
| | | $ | 72,500.00 | | | | | $ | 164,083.00 | | | | | $ | 236,583 | | |
![[MISSING IMAGE: tb_auditcompetc-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001113232/000110465924040855/tb_auditcompetc-4c.jpg)
Gregory B. Graves
Joseph P. Keithley
Jeanne Quirk
Jorge Titinger
PUBLIC ACCOUNTING FIRM
| | | |
2022
|
| |
2023
|
| ||||||
|
Audit Fees
|
| | | $ | 2,075,493 | | | | | $ | 2,231,136 | | |
|
Audit Related Fees
|
| | | $ | 32,800 | | | | | $ | 32,200 | | |
|
Tax Fees
|
| | | $ | 89,645 | | | | | $ | 46,745 | | |
| Total Fees | | | | $ | 2,197,938 | | | | | $ | 2,310,081 | | |
![[MISSING IMAGE: bc_ceoother-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001113232/000110465924040855/bc_ceoother-4c.jpg)
![[MISSING IMAGE: bc_ceorealized-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001113232/000110465924040855/bc_ceorealized-4c.jpg)
Advanced Energy Industries, Inc.
ACM Research, Inc.
Cohu, Inc..
FormFactor, Inc.
Ichor Holdings, Ltd.
Kulicke and Soffa Industries, Inc.
Lumentum Holdings Inc.
Onto Innovation Inc.
Photronics, Inc.
Ultra Clean Holdings, Inc.
Varex Imaging Corporation
Veeco Instruments Inc.
Viavi Solutions Inc.
| Compensation Element |
| |
Principal Rationale for Inclusion
|
| | How Amount is Determined |
|
|
Base salaries
|
| |
To attract and retain qualified executives in a competitive industry.
|
| |
We seek to provide opportunities for each element of compensation at levels that consider both the market median benchmark for the position and the contribution and experience of the particular executive.
|
|
| Annual Cash Incentive | | | To drive achievement of annual objectives through at-risk pay tied to financial goals, resulting in appropriate pay-for-performance. | | |||
| Equity Awards | | | To drive achievement of long-term stockholder value through RSU grants with service vesting, half of which are earned only on achievement of operational goals designed to drive long term performance, resulting in retention and appropriate pay-for-performance. | |
| Full Year Targets, in millions, except Gross Margins |
| |
25% Score—80%
of 2023 Profit Plan Performance |
| |
100% Score—2023
Profit Plan |
| |
200% Score—115%
of Target Performance |
| |
Weighting of
Metric |
| ||||||||||||
|
Score
|
| |
25%
|
| |
100%
|
| |
200%
|
| | | | | | | |||||||||
|
2023 Revenue
|
| | | $ | 848.38 | | | | | $ | 1,060.47 | | | | | $ | 1,219.54 | | | | |
|
50%
|
| |
|
2023 Operating Profit before annual cash incentive plan payout
|
| | | $ | 169.18 | | | | | $ | 266.56 | | | | | $ | 331.18 | | | | |
|
25%
|
| |
|
2023 Gross Margins, before annual cash incentive plan payout
|
| |
43.9%
|
| |
44.5%
|
| |
45.0%
|
| |
25%
|
|
|
Metric
|
| |
2023 Results
(millions other than Gross Margin) |
| |
Score
|
| |
Weighting
|
| |
Weighted
Score |
| ||||||||||||
|
2023 Revenue
|
| | | $ | 1,130,604 | | | | | | 144.1% | | | | | | 50% | | | | |
|
72.045%
|
| |
|
2023 Operating Profit before annual cash incentive plan payout
|
| | | $ | 286,932 | | | | | | 131.5% | | | | | | 25% | | | | |
|
32.881%
|
| |
|
2023 Gross Margins before annual cash incentive plan payout
|
| |
43.94%
|
| | | | 30.49% | | | | | | 25% | | | | |
|
7.622%
|
| | |||
| Total Score | | | | | | | | | | | | | | | | | | | | | |
|
112.55%
|
| |
Gregory B. Graves
John T. Kurtzweil
Necip Sayiner
Dipti Vachani
| Name and Principal Position |
| |
Year
|
| | Salary ($) (1) |
| | Stock awards ($) (2) |
| | Non-equity incentive plan compensation ($) (3) |
| | All other compensation ($) (4) |
| |
Total ($)
|
| ||||||||||||||||||
| Executive Officers Serving at December 31, 2023 | | ||||||||||||||||||||||||||||||||||||
|
Russell J. Low,
President and Chief Executive Officer (5) |
| | | | 2023 | | | | | $ | 530,102 | | | | | $ | 3,076,368 | | | | | $ | 519,068 | | | | | $ | 9,900 | | | | | $ | 4,135,438 | | |
| | | 2022 | | | | | $ | 372,692 | | | | | $ | 663,254 | | | | | $ | 416,707 | | | | | $ | 9,150 | | | | | $ | 1,461,804 | | | |||
| | | 2021 | | | | | $ | 360,000 | | | | | $ | 622,771 | | | | | $ | 432,000 | | | | | $ | 8,808 | | | | | $ | 1,423,579 | | | |||
|
James G. Coogan,
Executive Vice President and Chief Financial Officer (6) |
| | | | 2023 | | | | | $ | 123,115 | | | | | $ | 960,528 | | | | | $ | 382,107 | | | | | $ | 2,238 | | | | | $ | 1,467,989 | | |
|
Mary G. Puma,
Executive Chairperson (former Principal Executive Officer) (7) |
| | | | 2023 | | | | | $ | 663,923 | | | | | $ | 1,538,184 | | | | | $ | 747,245 | | | | | $ | 9,900 | | | | | $ | 2,959,252 | | |
| | | 2022 | | | | | $ | 623,462 | | | | | $ | 2,368,862 | | | | | $ | 1,161,821 | | | | | $ | 9,150 | | | | | $ | 4,163,294 | | | |||
| | | 2021 | | | | | $ | 615,000 | | | | | $ | 2,224,270 | | | | | $ | 1,230,000 | | | | | $ | 9,374 | | | | | $ | 4,078,644 | | | |||
|
Kevin J. Brewer,
Executive Vice President Finance and Operations (former Principal Financial Officer) (8) |
| | | | 2023 | | | | | $ | 415,000 | | | | | $ | 384,610 | | | | | $ | 350,312 | | | | | $ | 9,900 | | | | | $ | 1,159,822 | | |
| | | 2022 | | | | | $ | 411,461 | | | | | $ | 710,726 | | | | | $ | 575,069 | | | | | $ | 9,150 | | | | | $ | 1,706,407 | | | |||
| | | 2021 | | | | | $ | 392,000 | | | | | $ | 667,266 | | | | | $ | 588,000 | | | | | $ | 8,700 | | | | | $ | 1,655,966 | | | |||
|
Lynnette C. Fallon, Executive Vice President, HR/Legal and General Counsel
|
| | | | 2023 | | | | | $ | 375,000 | | | | | $ | 691,146 | | | | | $ | 253,238 | | | | | $ | 9,900 | | | | | $ | 1,329,284 | | |
| | | 2022 | | | | | $ | 370,385 | | | | | $ | 638,673 | | | | | $ | 414,127 | | | | | $ | 9,150 | | | | | $ | 1,432,334 | | | |||
| | | 2021 | | | | | $ | 342,077 | | | | | $ | 599,646 | | | | | $ | 410,492 | | | | | $ | 9,125 | | | | | $ | 1,361,340 | | | |||
|
Gregory F. Redinbo, Executive Vice President, Marketing and
Applications (9) |
| | | | 2023 | | | | | $ | 310,000 | | | | | $ | 615,376 | | | | | $ | 209,343 | | | | | $ | 3,400 | | | | | $ | 1,138,119 | | |
| | | 2022 | | | | | $ | 277,796 | | | | | $ | 319,368 | | | | | $ | 310,604 | | | | | $ | 9,150 | | | | | $ | 916,919 | | | |||
| | | 2021 | | | | | $ | 160,000 | | | | | $ | 416,900 | | | | | $ | 260,000 | | | | | $ | 134,800 | | | | | $ | 971,700 | | | |||
|
Gerald M. Blumenstock, Executive Vice President, Engineering (10)
|
| | | | 2023 | | | | | $ | 181,250 | | | | | $ | 714,997 | | | | | $ | 219,473 | | | | | $ | 81,563 | | | | | $ | 1,197,282 | | |
| | | | | | | | | |
Date of
Compensation Committee Approval |
| |
Estimated Possible
Payouts under Non-Equity Incentive Plan Awards (1) |
| |
Estimated Possible
Payouts under Equity Incentive Plan Awards (2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Units (#) (3) |
| |
Grant Date
Fair Value of Stock and Option Awards (4) |
| |||||||||||||||||||||||||||||||||
|
Name
|
| | Grant Date (2) |
| | Target ($) |
| | Maximum ($) |
| | Threshold (#) |
| | Target (#) |
| | Maximum (#) |
| ||||||||||||||||||||||||||||||||||||
|
Russell J. Low
|
| | | | | | | | | | | | | | | $ | 461,189 | | | | | $ | 922,378 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5/15/2023 | | | | | | 2/16/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,018 | | | | | $ | 1,538,184 | | |
| | | | | | 5/15/2023 | | | | | | 2/16/2023 | | | | | | | | | | | | | | | | | | 1,803 | | | | | | 12,018 | | | | | | 18,027 | | | | | | | | | | | $ | 1,538,184 | | |
|
James G. Coogan
|
| | | | | | | | | | | | | | | $ | 339,500 | | | | | $ | 679,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 10/16/2023 | | | | | | 8/9/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,891 | | | | | $ | 960,528 | | |
|
Mary G. Puma
|
| | | | | | | | | | | | | | | $ | 663,923 | | | | | $ | 1,327,846 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5/15/2023 | | | | | | 2/16/2023 | | | | | | | | | | | | | | | | | | 1,803 | | | | | | 12,018 | | | | | | 18,027 | | | | | | | | | | | $ | 1,538,184 | | |
|
Kevin J. Brewer
|
| | | | | | | | | | | | | | | $ | 311,250 | | | | | $ | 622,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5/15/2023 | | | | | | 2/16/2023 | | | | | | | | | | | | | | | | | | 1,803 | | | | | | 3,005 | | | | | | 4,508 | | | | | | | | | | | $ | 384,610 | | |
|
Lynnette C. Fallon
|
| | | | | | | | | | | | | | | $ | 225,000 | | | | | $ | 450,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5/15/2023 | | | | | | 2/16/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,700 | | | | | $ | 345,573 | | |
| | | | | | 5/15/2023 | | | | | | 2/16/2023 | | | | | | | | | | | | | | | | | | 405 | | | | | | 2,700 | | | | | | 4,050 | | | | | | | | | | | $ | 345,573 | | |
|
Gregory F. Redinbo
|
| | | | | | | | | | | | | | | $ | 186,000 | | | | | $ | 372,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5/15/2023 | | | | | | 2/16/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,404 | | | | | $ | 307,688 | | |
| | | | | | 5/15/2023 | | | | | | 2/16/2023 | | | | | | | | | | | | | | | | | | 361 | | | | | | 2,404 | | | | | | 3,606 | | | | | | | | | | | $ | 307,688 | | |
|
Gerald M. Blumenstock
|
| | | | | | | | | | | | | | | $ | 195,000 | | | | | $ | 390,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 6/15/2023 | | | | | | 6/1/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,182 | | | | | $ | 714,997 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment made on December 31, 2019, based on: | | | | | | | | | | | | | | |||||||||
| Year (a) (1) | | | Summary Compensation Table Total for PEO #1 (b) | | | Compensation Actually Paid (“CAP”) to PEO #1 (c) (2) | | | Summary Compensation Table Total for PEO#2 (b) | | | Compensation Actually Paid (“CAP”) to PEO #2 (c) (3) | | | Average Summary Compensation Table Total for Non-PEO NEOs (d) | | | Average CAP to Non-PEO NEOs (e) (4) | | | Total Shareholder Return (f) | | | Peer Group Total Shareholder Return (g) (4) | | | Net Income (h) | | | (i) | | ||||||||||||||||||||||||||||||
| 2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
| 2022 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
| 2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||||
| 2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | | Footnote (2)—Table 1 | | |||||||||||||||||||||
| (a) | | | Reported Summary Compensation Table Total for PEO #1 (b) | | | Reported Value of Equity Awards (c) (i) | | | Equity Award Adjustments (d) (ii) | | | Compensation Actually Paid to PEO #1 (e) | | ||||||||||||
| 2023 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2022 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2021 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2020 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | |
| | | | Footnote (2)— Table 2 | | |||||||||||||||||||||
| Year (a) | | | Year End Fair Value of Equity Awards Granted in the Year (b) | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End (c) | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (d) | | | Total Equity Award Adjustments (e) | | ||||||||||||
| 2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2022 | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | |||
| 2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2020 | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | |
| | | | Footnote (3)—Table 1 | | |||||||||||||||||||||
| (a) | | | Reported Summary Compensation Table Total for PEO #2 (b) | | | Reported Value of Equity Awards (c) (i) | | | Equity Award Adjustments (d) (ii) | | | Compensation Actually Paid to PEO #2 (e) | | ||||||||||||
| 2023 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2022 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2021 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2020 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | |
| | | | Footnote (3)—Table 2 | | |||||||||||||||||||||
| Year (a) | | | Year End Fair Value of Equity Awards Granted in the Year (b) | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End (c) | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (d) | | | Total Equity Award Adjustments (e) | | ||||||||||||
| 2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2022 | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | |||
| 2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | | Footnote (4)—Table 1 | | |||||||||||||||||||||
| (a) | | | Average Reported Summary Compensation Table Total for Non-PEO NEOs (b) | | | Average Reported Value of Equity Awards (c) (i) | | | Average Equity Award Adjustments (d) (ii) | | | Average Compensation Actually Paid to Non-PEO NEOs (e) | | ||||||||||||
| 2023 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2022 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2021 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | |||
| 2020 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | |
| | | | Footnote (4)—Table 2 | | |||||||||||||||||||||
| Year (a) | | | Average Year End Fair Value of Equity Awards Granted in the Year (b) | | | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards at Year End (c) | | | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (d) | | | Total Average Equity Award Adjustments (e) | | ||||||||||||
| 2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2022 | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | |||
| 2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | | |
| | | | |
| | | | |
| | | |
Stock Awards
|
| ||||||||||||||||||||||||
|
Name
|
| |
Number of Shares
or Units of Stock that Have Not Vested (#) (1) |
| |
Market Value of Shares or
Units of Stock that Have Not Vested ($) (2) |
| |
Equity Incentive Plan
Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) (3) |
| |
Equity Incentive Plan
Awards: Market Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) (2) |
| | | | ||||||||||||
| Russell J. Low | | | | | 27,633 | | | | | $ | 3,583,756 | | | | | | 12,018 | | | | | $ | 1,558,614 | | | | | |
| James G. Coogan | | | | | 5,891 | | | | | $ | 764,004 | | | | | | — | | | | | $ | — | | | | | |
| Mary G. Puma | | | | | 55,402 | | | | | $ | 7,185,137 | | | | | | 12,018 | | | | | $ | 1,558,614 | | | | | |
| Kevin J. Brewer | | | | | 5,279 | | | | | $ | 684,634 | | | | | | 3,005 | | | | | $ | 389,718 | | | | | |
| Lynnette C. Fallon | | | | | 17,423 | | | | | $ | 2,259,589 | | | | | | 2,700 | | | | | $ | 350,163 | | | | | |
| Gregory F. Redinbo | | | | | 11,451 | | | | | $ | 1,485,080 | | | | | | 2,404 | | | | | $ | 311,775 | | | | | |
| Gerald M. Blumenstock | | | | | 4,182 | | | | | $ | 542,364 | | | | | | — | | | | | $ | — | | | | | |
| | | |
Stock Awards (1)
|
| |||||||||
|
Name
|
| | Number of Shares Acquired on Vesting (#) |
| | Value Realized on Vesting ($) (2) |
| ||||||
|
Russell J. Low
|
| | | | 20,050 | | | | | $ | 2,594,376 | | |
|
James G. Coogan
|
| | | | — | | | | | $ | — | | |
|
Mary G. Puma
|
| | | | 70,857 | | | | | $ | 9,169,619 | | |
|
Kevin J. Brewer
|
| | | | 35,308 | | | | | $ | 4,476,238 | | |
|
Lynnette C. Fallon
|
| | | | 18,667 | | | | | $ | 2,416,326 | | |
|
Gregory F. Redinbo
|
| | | | 3,849 | | | | | $ | 629,098 | | |
|
Gerald M. Blumenstock
|
| | | | — | | | | | $ | — | | |
|
Estimated Payments under the Low Employment Agreement if due at December 31, 2023
|
| ||||||||||||||||||
|
Lump sum cash payment (1)
|
| | Value of accelerated vesting on equity awards (2) |
| | 18 months of COBRA premiums for health coverage (3) |
| |
Total
|
| |||||||||
| $3,151,757 | | | | $ | 2,577,331 | | | | | $ | 52,064 | | | | | $ | 5,781,152 | | |
|
Estimated Payments under the Puma Employment Agreement if due at December 31, 2023
|
| ||||||||||||||||||
|
Lump sum cash payment (1)
|
| | Value of accelerated vesting on equity awards (2) |
| | 18 months of COBRA premiums for health coverage (3) |
| |
Total
|
| |||||||||
| $2,001,923 | | | | $ | 3,970,113 | | | | | $ | 37,971 | | | | | $ | 6,010,007 | | |
|
Estimated Payments under the Executive Separation Pay Agreements if due at December 31, 2023
|
| ||||||||||||||||||||||||
| | | | Cash Separation Pay (1) |
| | Value of transition assistance (2) |
| | 12 months of COBRA premiums for health coverage (3) |
| |
Total
|
| ||||||||||||
|
Kevin J. Brewer
|
| | | $ | 415,000 | | | | | $ | 15,000 | | | | | $ | 25,314 | | | | | $ | 455,314 | | |
|
Lynnette C. Fallon
|
| | | $ | 375,000 | | | | | $ | 15,000 | | | | | $ | 25,314 | | | | | $ | 415,314 | | |
|
Gregory F. Redinbo
|
| | | $ | 310,000 | | | | | $ | 15,000 | | | | | $ | 34,709 | | | | | $ | 359,709 | | |
|
Estimated Payments under the Change of Control Agreements if due at December 31, 2023
|
| ||||||||||||||||||
|
Name
|
| | Lump sum cash payment (1) |
| | Value of accelerated vesting on equity awards (2) |
| |
Total
|
| |||||||||
|
Russell J. Low
|
| | | $ | 2,751,665 | | | | | $ | 2,577,331 | | | | | $ | 5,328,996 | | |
|
James G. Coogan
|
| | | $ | 1,576,250 | | | | | $ | 764,004 | | | | | $ | 2,340,254 | | |
|
Mary G. Puma
|
| | | $ | 3,345,000 | | | | | $ | 3,970,113 | | | | | $ | 7,315,113 | | |
|
Kevin J. Brewer
|
| | | $ | 1,400,625 | | | | | $ | 706,482 | | | | | $ | 2,107,107 | | |
|
Lynnette C. Fallon
|
| | | $ | 1,125,000 | | | | | $ | 1,076,230 | | | | | $ | 2,201,230 | | |
|
Gregory F. Redinbo
|
| | | $ | 930,000 | | | | | $ | 546,660 | | | | | $ | 1,476,660 | | |
|
Gerald M. Blumenstock
|
| | | $ | 975,000 | | | | | $ | 542,364 | | | | | $ | 1,517,364 | | |
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
AXCELIS TECHNOLOGIES, INC.
| | | | AXCELIS TECHNOLOGIES, INC. | | |||
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By:
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Name:
Title: |
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![[MISSING IMAGE: px_axcelis24page02-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001113232/000110465924040855/px_axcelis24page02-4c.jpg)