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/0001113232/000110465925029630/lg_axcelis-4c.jpg)
to be Held May 7, 2025
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 eight 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 2025. | | | This non-binding proposal will be considered approved if more votes are cast in favor than against. | | |
FOR ratification
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| Approval of the proposed amendment to the 2012 Equity Incentive Plan. | | | The amendment will be considered approved if more votes are cast in favor than against. | | |
FOR the approval
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| Approval of the 2024 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 |
| |
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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| | | | 5,338,625 | | | |
16.5%
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| The Vanguard Group (3) | | | | | | | | | | |
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100 Vanguard Blvd., Malvern, PA 19355
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| | | | 4,396,134 | | | |
13.6%
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Beneficial Owner (1)
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Shares Owned
as of March 17, 2025 |
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Shares Subject to
Exercisable Rights to Acquire as of May 16, 2025 |
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Total Shares
Beneficially Owned |
| |
Percent of
Class |
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| Non-Executive Directors | | | | | | | | | | | | | | | | | | | | | | | | | |
| Tzu-Yin Chiu | | | | | 5,155 | | | | | | 1,662 | | | | | | 6,817 | | | | |
|
*
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| Gregory B. Graves | | | | | 1,005 | | | | | | 1,662 | | | | | | 2,667 | | | | |
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*
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| John T. Kurtzweil | | | | | 31,484 | | | | | | 1,662 | | | | | | 33,146 | | | | |
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*
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| Jeanne Quirk | | | | | 5,929 | | | | | | 1,662 | | | | | | 7,591 | | | | |
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*
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| Necip Sayiner | | | | | 1,005 | | | | | | 1,662 | | | | | | 2,667 | | | | |
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*
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| Thomas St. Dennis | | | | | 11,907 | | | | | | 1,662 | | | | | | 13,569 | | | | |
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*
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| Jorge Titinger | | | | | 4,229 | | | | | | 1,662 | | | | | | 5,891 | | | | |
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*
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| Dipti Vachani | | | | | 6,830 | | | | | | 1,662 | | | | | | 8,492 | | | | |
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*
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Named Executive Officers
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| | | | | | | | | | | | | | | | | | | | | | | | |
| Russell J. Low | | | | | 40,632 | | | | | | 10,076 | | | | | | 50,708 | | | | |
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*
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| James G. Coogan | | | | | 2,914 | | | | | | 1,187 | | | | | | 4,101 | | | | |
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*
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| Gregory F. Redinbo | | | | | 9,898 | | | | | | 1,956 | | | | | | 11,854 | | | | |
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*
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| Christopher Tatnall | | | | | 2,938 | | | | | | 2,937 | | | | | | 5,875 | | | | |
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*
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| Gerald M. Blumenstock | | | | | 2,128 | | | | | | 712 | | | | | | 2,840 | | | | |
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*
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All current Executive
Officers and Directors as a Group (14 persons) (2) |
| | | | 126,054 | | | | | | 30,164 | | | | | | 156,218 | | | | |
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*
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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 (including expertise in sales and marketing) |
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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 | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | |
| Graves | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | |
| Kurtzwell | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | |
| Low | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | | | | | | | | | |
| Quirk | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | |
| Sayiner | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | |
| St. Dennis | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | | | |
| Titinger | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | ✓ | | | | | | | | | | | | ✓ | | | | | | ✓ | | |
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2025 Nominees for Election to the Axcelis Board of Directors
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| Tzu-Yin (“TY”) Chiu, Ph.D.: director since 2018, age 68 | | |||
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Dr. Tzu-Yin Chiu serves as President of National Silicon Industry Group (“NSIG”), a position he has held since April 2020. NSIG is the parent company of Shanghai Simgui Technology Co., Ltd., Shanghai Xinsheng Semiconductor Technology Co., Ltd (known as “Zing Semi”), and Okmetic, based in Finland, all providers of high-quality semiconductor wafer research and development, production, and sales. Dr. Chiu has served as CEO of Zing Semi from 2019 but has informed us of his intention to resign in early 2025. NSIG also holds a minority interest in Soitec, which designs and manufactures innovative semiconductor materials, based in France. Dr. Chiu retired as the nonexecutive 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., Ascend Power, and New Ray Mask, where he serves as Chairman of the Board. 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 since his election in May 2018 and served on the Nominating and Governance Committee from 2018 to May 2024. The Board highly values his contributions in these roles. | |
| Gregory B. Graves: director since 2024, age 64 | | | | |
| 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. Prior to becoming CFO, Mr. Graves held various positions at Entegris in business development, strategic planning and finance since 2002. 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’ 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. The Board highly values his contributions in these roles. | |
| John T. Kurtzweil: director since 2015, age 68 | | | | |
| 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 on the Board of SkyWater Technology, Inc., a US semiconductor foundry until May 2024. | | | 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 since his election to the Board in May 2015, serving as Chairperson since February 2017. He served on the Compensation Committee from 2015 to 2024 and has served on the Nominating and Governance Committee since May 2024. The Board highly values his contributions in these roles. | |
| Russell J. Low, Ph.D.: director since 2023, age 54 | | | | |
| 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 55 | | | | |
| 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 and semi-conductor equipment, data communication systems, aerospace, defense, oil and gas, medical and renewables. She brings extensive experience in leading the development of organic and inorganic strategies and the execution of successful mergers, acquisitions, and divestitures. 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, assuming the role of Chairperson of the Nominating and Governance Committee in May 2024. The Board highly values her contributions in these roles. | |
| Necip Sayiner: director since 2024, age 59 | | | | |
| 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, and on the board of Sandisk Corporation, a global Flash and advanced memory technology innovator. 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 71 | | | | |
| 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 63 | | | | |
| Business Experience and Other Directorships | | | Experience, Qualifications and Attributes | |
| Mr. Titinger has served as the Company’s independent Chairperson of the Board since May 2024, prior to which he served as the Board’s Lead Director, beginning in May 2023. 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 has served as Chairperson of our Compensation Committee since May 2022 and as Chairperson of the Board since May 2024, after serving a year as Lead Director. The Board highly values his contributions in these roles. | |
|
Role
|
| |
Annual Retainers
in Effect January 1, 2024— June 30, 2024 |
| |
Annual
Retainers in Effect Beginning July 1, 2024 |
| ||||||
| Board Member | | | | $ | 60,000 | | | | | $ | 65,000 | | |
| Audit Committee Chair | | | | $ | 25,000 | | | | | $ | 25,000 | | |
| Compensation Committee Chair | | | | $ | 15,000 | | | | | $ | 20,000 | | |
| Nominating and Governance Committee Chair | | | | $ | 10,000 | | | | | $ | 10,000 | | |
| Technology and New Product Development Committee Chair | | | | $ | 10,000 | | | | | $ | 10,000 | | |
| Audit Committee Member | | | | $ | 10,000 | | | | | $ | 12,500 | | |
| Compensation Committee Member | | | | $ | 7,500 | | | | | $ | 10,000 | | |
| Nominating and Governance Committee Member | | | | $ | 5,000 | | | | | $ | 5,000 | | |
|
Technology and New Product Development Committee Member
|
| | | $ | 5,000 | | | | | $ | 5,000 | | |
| Chairperson/Lead Director of the Board Premium | | | | $ | 50,000 | | | | | $ | 60,000 | | |
|
Name
|
| |
Fees earned
or paid in cash ($) |
| |
Stock awards
($)(1)(2)(3) |
| |
Total
($) |
| |||||||||
|
Tzu-Yin Chiu
|
| | | $ | 70,000 | | | | | $ | 187,706 | | | | | $ | 257,706 | | |
|
Greg Graves
|
| | | $ | 68,997 | | | | | $ | 404,002 | | | | | $ | 472,999 | | |
|
Joseph P. Keithley(4)
|
| | | $ | 29,231 | | | | | $ | — | | | | | $ | 29,231 | | |
|
John T. Kurtzweil
|
| | | $ | 93,750 | | | | | $ | 187,706 | | | | | $ | 281,456 | | |
|
Jeanne Quirk
|
| | | $ | 81,250 | | | | | $ | 187,706 | | | | | $ | 268,956 | | |
|
Necip Sayiner
|
| | | $ | 63,702 | | | | | $ | 404,002 | | | | | $ | 467,704 | | |
|
Thomas St. Dennis
|
| | | $ | 77,500 | | | | | $ | 187,706 | | | | | $ | 265,206 | | |
|
Jorge Titinger
|
| | | $ | 140,000 | | | | | $ | 187,706 | | | | | $ | 327,706 | | |
|
Dipti Vachani
|
| | | $ | 76,250 | | | | | $ | 187,706 | | | | | $ | 263,956 | | |
![[MISSING IMAGE: tb_boardcomm-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001113232/000110465925029630/tb_boardcomm-4c.jpg)
Gregory B. Graves
Jeanne Quirk
PUBLIC ACCOUNTING FIRM
| | |
2023
|
| |
2024
|
| ||||||
Audit Fees
|
| | | $ | 2,231,136 | | | | | $ | 2,219,000 | | |
Audit Related Fees
|
| | | $ | 32,200 | | | | | $ | 37,500 | | |
Tax Fees
|
| | | $ | 46,745 | | | | | $ | 1,600 | | |
Total Fees | | | | $ | 2,310,081 | | | | | $ | 2,258,100 | | |
Fiscal Year
|
| |
Full Value
Awards Granted |
| |
Weighted
Average Shares Outstanding (Basic) |
| |
Annual
Burn Rate |
| |||||||||
2024 | | | | | 249,000 | | | | | | 32,552,000 | | | | | | 0.76% | | |
2023 | | | | | 220,000 | | | | | | 32,758,000 | | | | | | 0.67% | | |
2022 | | | | | 300,000 | | | | | | 33,043,000 | | | | | | 0.91% | | |
Three Year Average
|
| | | | | | | | | | | | | | | | 0.78% | | |
Voting Power Dilution
|
| |
Year End
2024 |
| |||
Common Stock Outstanding | | | | | 32,364,611 | | |
Unvested Awards (RSUs) Outstanding | | | | | 464,904 | | |
Currently Available Reserve under 2012 EIP | | | | | 419,955 | | |
Proposed Increase in 2012 EIP Reserve | | | | | 3,000,000 | | |
Voting Power Dilution % after Proposed Increase | | | | | 10.7% | | |
|
Administration
|
| | The 2012 EIP is administered by the Compensation Committee or other committee appointed by the Board. The Compensation Committee has authority to: select the participants who will receive awards, grant awards, determine the terms, conditions, and restrictions applicable to the awards, determine how any exercise price is paid, modify or replace outstanding awards within the limits of the 2012 EIP, accelerate the date on which awards become exercisable, waive the restrictions and conditions applicable to awards, and establish rules governing the 2012 EIP, including special rules applicable to awards made to employees who are foreign nationals or are employed outside the United States. Subject to specific limitations under the Plan, as discussed below, the Compensation Committee is given the broad authority to establish these terms in order best to achieve the purpose of the 2012 EIP. The Compensation Committee may also assume awards granted by an organization acquired by the Company or may grant awards in replacement of any such awards. | |
|
Types of Awards
|
| | The 2012 EIP provides for the grant of stock options (incentive stock options or “non-qualified” stock options), restricted stock, RSUs, stock appreciation rights, awards of common stock that are not subject to restrictions or forfeiture and other awards, the value of which is based in whole or in part on the value of common stock and which may be settled in cash, common stock or other property (“stock equivalents”). These awards are payable in cash or common shares, or any combination thereof, as established by the Compensation Committee. | |
|
Eligibility
|
| | All employees and consultants of Axcelis and its subsidiaries, and all directors of Axcelis, are eligible to participate in the 2012 EIP. Participants are selected by the Compensation Committee of our Board of Directors in its discretion. At December 31, 2024, the Company had 1,524 employees and eight non-employee directors. | |
|
Plan Limitations on Award Terms
|
| |
The 2012 EIP establishes certain limits on the terms of awards granted under the 2012 EIP:
•
The exercise price of options and stock appreciation rights granted under the 2012 EIP must be not less than the fair market value of the common stock on the date of grant.
•
The term of options and stock appreciation rights granted under the 2012 EIP may not exceed seven years.
|
|
| | | |
•
The vesting, settlement or lapse of forfeiture restrictions solely based on continued employment, service or the passage of time must (with certain exceptions) occur (i) not sooner than one year after the date of grant, and (ii) for employee grants only, over not less than four years from the date of grant for all shares subject to the award.
•
The 2012 EIP prohibits the Compensation Committee, without obtaining stockholder approval, from amending any outstanding option or stock appreciation right to reduce the exercise price or canceling and replacing an option or stock appreciation right with an award exercisable for common stock at a lower exercise price. No award may be canceled in exchange for a cash payment from the Company to the award owner, except in the event of a corporate transaction in which a company other than the Company is the surviving, continuing, successor or purchasing entity and in which the stockholders of the Company receive consideration that is all or predominantly cash in exchange for their shares of common stock in the transaction.
|
|
|
Share Counting Under the Plan
|
| |
The following provisions apply to the process of determining how the available shares under the 2012 EIP are deemed to be used:
•
Each share subject to an award under the 2012 EIP, other than options and stock appreciation rights, shall be counted as 1.5 shares per plan terms;
•
Shares subject to awards granted under the 2012 EIP on assumption of, or substitution for, equity awards of a company acquired by Axcelis will not count against the share reserve under the 2012 EIP; and
•
Outstanding shares used to pay the exercise price of an option or stock appreciation right or shares which are withheld by the Company to satisfy the exercise price or tax withholding due on exercise or vesting may not be netted out against the shares issued on an award granted under the 2012 EIP.
|
|
|
Performance Goals for Performance-Based Awards
|
| | When so determined by the Compensation Committee, awards may specify performance objectives that, if achieved, will result in vesting, exercisability or the lapse of restrictions on awards. Such grants should specify one or more objective performance goals and the effect of achieving the goal at or above a specified level for or within a requisite period or at a requisite date. | |
|
Treatment of Awards in an Extraordinary Event
|
| | In the event of a recapitalization, stock dividend, stock split, reverse stock split (or combination), other distribution to stockholders (other than normal cash dividends), or similar transaction, the Compensation Committee will adjust the number and class of shares that may be issued under the 2012 EIP (including the number of shares that may be subject to awards granted to a participant in any fiscal year) and the number and class of shares, and the exercise price, applicable to outstanding awards. Similar adjustments may be made in the event of reorganization, merger, spin-off or other corporate transaction | |
| | | | affecting the common stock where an adjustment is required in order to preserve the benefits intended to be provided by the plan. If considered appropriate, the Committee may make provision for a cash payment with respect to all or part of an outstanding award instead of or in addition to any such adjustment. | |
| | | | In the event of a corporate transaction in which a company other than Axcelis is the surviving, continuing, or successor purchasing entity, outstanding awards may be assumed by such other company or may be exchanged for substituted awards from such other company. The terms of such assumed or substituted awards shall be appropriate in light of (A) the consideration received by the Company’s stockholders in the transaction and (B) the terms of the outstanding awards. Awards outstanding under the 2012 EIP which are not assumed or exchanged shall terminate on such terms as the Compensation Committee may determine. Notwithstanding the foregoing, if in such a transaction the stockholders of the Company receive consideration that is predominantly cash, then either (A) any vesting or lapse of forfeiture provisions on outstanding awards under the 2012 EIP shall accelerate on the closing of the transaction and the award holder may share in the transaction consideration or (B) such awards shall be compensated through a separate payment in an amount that the award holder would have received in the transaction assuming such acceleration, as determined by the Compensation Committee. | |
|
Non-Assignability of Awards
|
| | No award granted under the 2012 EIP may be transferred or assigned by a participant or eligible transferee except on such terms as the Compensation Committee determines, and incentive stock options may be transferred only to the extent permitted by the Internal Revenue Code. | |
|
Amendment and Termination of the 2012 EIP
|
| | The Board of Directors may amend, suspend, or terminate the 2012 EIP at any time, subject to stockholder approval as needed to comply with tax or regulatory requirements. | |
|
2012 Equity Incentive Plan Grants from inception through December 31, 2024
|
| ||||||||||||
|
Name and Title or Group
|
| |
Number of RSUs
Granted from Plan Inception through 2024 |
| |
Number of Options
Granted from Plan Inception through 2024 |
| ||||||
| Russell J. Low, CEO and President | | | | | 172,708 | | | | | | 21,898 | | |
|
James G. Coogan, EVP and Chief Financial Officer
|
| | | | 15,387 | | | | | | 0 | | |
|
Gregory T. Redinbo, EVP, Marketing and Applications
|
| | | | 25,902 | | | | | | 0 | | |
|
Christopher J. Tatnall, EVP, Global Customer Operations
|
| | | | 15,723 | | | | | | 0 | | |
|
Gerald M. Blumenstock, EVP, Research, Development & Engineering
|
| | | | 9,880 | | | | | | 0 | | |
|
All Current Executive Officers as a Group (1)
|
| | | | 251,040 | | | | | | 0 | | |
|
All Current Non-Employee Directors as a Group
|
| | | | 176,436 | | | | | | 0 | | |
|
All Employees, excluding Executive Officers, as
a Group |
| | | | 2,240,023 | | | | | | 2,868,977 | | |
Plan category
|
| |
(A)
Number of shares to be issued upon exercise of outstanding options, warrants and rights (1) |
| |
(B)
Weighted- average exercise price of outstanding options, warrants and rights (2) |
| |
(C)
Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (A))(3) |
| |||||||||
Equity compensation plans approved by stockholders
|
| | | | 464,904 | | | | | $ | — | | | | | | 1,299,342 | | |
Equity compensation plans not approved by stockholders
|
| | | | NA | | | | | | NA | | | | | | NA | | |
Total
|
| | | | 464,904 | | | | | $ | — | | | | | | 1,299,342 | | |
![[MISSING IMAGE: bc_ceoandother-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001113232/000110465925029630/bc_ceoandother-4c.jpg)
![[MISSING IMAGE: bc_ceorealized-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001113232/000110465925029630/bc_ceorealized-4c.jpg)
Advanced Energy Industries, Inc.
Cohu, Inc.
FormFactor, Inc.
Ichor Holdings, Ltd.
Kulicke and Soffa Industries, 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 (50th percentile) 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 2024
Profit Plan Revenues |
| |
100% Score: 2024
Profit Plan |
| |
200% Score—115% of 2024
Profit Plan Revenues |
| |
Weighting of
Metric |
| ||||||||||||
|
Score
|
| |
25%
|
| |
100%
|
| |
200%
|
| | | | | | | |||||||||
|
2024 Revenue
|
| | | $ | 881.186 | | | | | $ | 1,101.482 | | | | | $ | 1,266.704 | | | | |
|
50%
|
| |
|
2024 Operating Profit before
annual cash incentive plan payout |
| | | $ | 174.256 | | | | | $ | 279.105 | | | | | $ | 359.156 | | | | |
|
25%
|
| |
|
2024 Gross Margins, before
annual cash incentive plan payout |
| |
43.9%
|
| |
45.7%
|
| |
46.7%
|
| |
25%
|
|
|
Metric
|
| |
2024 Results (in millions,
except gross margins) |
| |
Score
|
| |
Weighting
|
| |
Weighted
Score |
| ||||||||||||
|
2024 Revenue
|
| | | $ | 1,017.9 | | | | | | 71.5% | | | | | | 50% | | | | |
|
35.8%
|
| |
|
2024 Operating Profit before annual cash incentive plan payout
|
| | | $ | 223.4 | | | | | | 60.2% | | | | | | 25% | | | | |
|
15.0%
|
| |
|
2024 Gross Margins before annual cash incentive plan payout
|
| |
45.0%
|
| | | | 69.7% | | | | | | 25% | | | | |
|
17.4%
|
| | |||
| Total Score | | | | | | | | | | | | | | | | | | | | | |
|
68.2%
|
| |
Gregory B. Graves
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, 2024 | | | |||||||||||||||||||||||||||||||||||
|
Russell J. Low,
President and Chief Executive Officer (5) |
| | | | 2024 | | | | | $ | 633,000 | | | | | $ | 3,217,435 | | | | | $ | 431,706 | | | | | $ | 11,367 | | | | | $ | 4,293,508 | | |
| | | 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 | | | |||
|
James G. Coogan,
Executive Vice President and Chief Financial Officer (6) |
| | | | 2024 | | | | | $ | 485,000 | | | | | $ | 1,072,478 | | | | | $ | 231,539 | | | | | $ | 11,367 | | | | | $ | 1,800,384 | | |
| | | 2023 | | | | | $ | 123,115 | | | | | $ | 960,528 | | | | | $ | 382,107 | | | | | $ | 2,238 | | | | | $ | 1,467,989 | | | |||
|
Gregory F. Redinbo,
Executive Vice President, Marketing and Applications (7) |
| | | | 2024 | | | | | $ | 325,000 | | | | | $ | 643,532 | | | | | $ | 132,990 | | | | | $ | 4,331 | | | | | $ | 1,105,854 | | |
| | | 2023 | | | | | $ | 310,000 | | | | | $ | 615,376 | | | | | $ | 209,343 | | | | | $ | 3,400 | | | | | $ | 1,138,119 | | | |||
| | | 2022 | | | | | $ | 277,796 | | | | | $ | 319,368 | | | | | $ | 310,604 | | | | | $ | 9,150 | | | | | $ | 916,919 | | | |||
|
Christopher J. Tatnall,
Executive Vice President, Global Customer Operations (8) |
| | | | 2024 | | | | | $ | 325,000 | | | | | $ | 643,532 | | | | | $ | 132,990 | | | | | $ | 11,231 | | | | | $ | 1,112,754 | | |
| | | 2023 | | | | | $ | 310,808 | | | | | $ | 367,365 | | | | | $ | 209,888 | | | | | $ | 9,900 | | | | | $ | 897,961 | | | |||
|
Gerald M. Blumenstock,
Executive Vice President, Research, Development and Engineering (9) |
| | | | 2024 | | | | | $ | 325,000 | | | | | $ | 643,532 | | | | | $ | 132,990 | | | | | $ | 11,231 | | | | | $ | 1,112,754 | | |
| | | 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
|
| | | | | | | | | | | | | | | $ | 633,000 | | | | | $ | 1,266,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5/15/2024 | | | | | | 2/29/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 14,244 | | | | | $ | 1,608,717 | | |
| | | | | | 5/15/2024 | | | | | | 2/29/2024 | | | | | | | | | | | | | | | | | | 1,781 | | | | | | 14,244 | | | | | | 21,366 | | | | | | | | | | | $ | 1,608,717 | | |
|
James G. Coogan
|
| | | | | | | | | | | | | | | $ | 339,500 | | | | | $ | 679,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5/15/2024 | | | | | | 2/29/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,748 | | | | | $ | — | | |
| | | | | | 5/15/2024 | | | | | | | | | | | | | | | | | | | | | | | | 594 | | | | | | 4,748 | | | | | | 7,122 | | | | | | | | | | | | | | |
|
Gregory F. Redinbo
|
| | | | | | | | | | | | | | | $ | 195,000 | | | | | $ | 390,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5/15/2024 | | | | | | 2/29/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,849 | | | | | $ | 321,766 | | |
| | | | | | 5/15/2024 | | | | | | 2/29/2024 | | | | | | | | | | | | | | | | | | 356 | | | | | | 2,849 | | | | | | 4,274 | | | | | | | | | | | $ | 321,766 | | |
|
Christopher J. Tatnall
|
| | | | | | | | | | | | | | | $ | 195,000 | | | | | $ | 390,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5/15/2024 | | | | | | 2/29/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,849 | | | | | $ | 321,766 | | |
| | | | | | 5/15/2024 | | | | | | 2/29/2024 | | | | | | | | | | | | | | | | | | 356 | | | | | | 2,849 | | | | | | 4,274 | | | | | | | | | | | $ | 321,766 | | |
|
Gerald M. Blumenstock
|
| | | | | | | | | | | | | | | $ | 195,000 | | | | | $ | 390,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | 5/15/2024 | | | | | | 2/29/2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,849 | | | | | $ | 321,766 | | |
| | | | | | 5/15/2024 | | | | | | 2/29/2024 | | | | | | | | | | | | | | | | | | 356 | | | | | | 2,849 | | | | | | 4,274 | | | | | | | | | | | $ | 321,766 | | |
| | | | | | | | | | Value of Initial Fixed $100 Investment made on December 31, 2019, based on: | | | | | ||||||||||||||||||||||||||||||||||||
| Year | | | Summary Compensation Table Total for PEO | | | Compensation Actually Paid (“CAP”) to PEO | | | Average Summary Compensation Table Total for Non-PEO NEOs | | | Average CAP to Non-PEO NEOs | | | Total Shareholder Return | | | Peer Group Total Shareholder Return | | | Net Income | | | | | ||||||||||||||||||||||||
| (a)(1) | | | (b) | | | (c)(2) | | | (d) | | | (e)(3) | | | (f) | | | (g)(3) | | | (h) | | | (i) | | ||||||||||||||||||||||||
| 2024 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| 2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| 2022 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| 2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||||||
| 2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | | Footnote (2) —Table 1 | | |||||||||||||||||||||
| | | | Reported Summary Compensation Table Total for PEO | | | Reported Value of Equity Awards | | | Equity Award Adjustments | | | Compensation Actually Paid to PEO | | ||||||||||||
| (a) | | | (b) | | | (c)(i) | | | (d)(ii) | | | (e) | | ||||||||||||
| 2024 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2022 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | | Footnote (2) —Table 2 | | |||||||||||||||||||||
| Year | | | Year End Fair Value of Equity Awards Granted in the Year | | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End | | | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | Total Equity Award Adjustments | | ||||||||||||
| (a) | | | (b) | | | (c) | | | (d) | | | (e) | | ||||||||||||
| 2024 | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | ||
| 2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2022 | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | | | |||
| 2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | | Footnote (3) —Table 1 | | |||||||||||||||||||||
| | | | Average Reported Summary Compensation Table Total for Non- PEO NEOs | | | Average Reported Value of Equity Awards | | | Average Equity Award Adjustments | | | Average Compensation Actually Paid to Non-PEO NEOs | | ||||||||||||
| (a) | | | (b) | | | (c)(i) | | | (d)(ii) | | | (e) | | ||||||||||||
| 2024 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2022 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2021 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| | | | Footnote (3) —Table 2 | | |||||||||||||||||||||
| Year | | | Average Year End Fair Value of Equity Awards Granted in the Year | | | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards at Year End | | | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | | Total Average Equity Award Adjustments | | ||||||||||||
| (a) | | | (b) | | | (c) | | | (d) | | | (e) | | ||||||||||||
| 2024 | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | ||
| 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 | | | | | 36,351 | | | | | $ | 2,539,844 | | | | | | 14,244 | | | | | $ | 995,228 | | |
| James G. Coogan | | | | | 9,166 | | | | | $ | 640,428 | | | | | | 4,748 | | | | | $ | 331,743 | | |
| Gregory F. Redinbo | | | | | 11,473 | | | | | $ | 801,619 | | | | | | 2,849 | | | | | $ | 199,060 | | |
| Christopher J. Tatnall | | | | | 8,493 | | | | | $ | 593,406 | | | | | | 2,849 | | | | | $ | 199,060 | | |
| Gerald M. Blumenstock | | | | | 5,986 | | | | | $ | 418,242 | | | | | | 2,849 | | | | | $ | 199,060 | | |
| | | |
Stock Awards(1)
|
| |||||||||
|
Name
|
| | Number of Shares Acquired on Vesting (#) |
| | Value Realized on Vesting ($)(2) |
| ||||||
|
Russell J. Low
|
| | | | 21,751 | | | | | $ | 2,431,254 | | |
|
James G. Coogan
|
| | | | 1,473 | | | | | $ | 140,892 | | |
|
Gregory F. Redinbo
|
| | | | 6,074 | | | | | $ | 735,545 | | |
|
Christopher J. Tatnall
|
| | | | 2,506 | | | | | $ | 251,552 | | |
|
Gerald M. Blumenstock
|
| | | | 1,046 | | | | | $ | 144,369 | | |
|
Estimated Payments under the Low Employment Agreement if due at December 31, 2024
|
| ||||||||||||||||||
|
Lump sum cash payment (1)
|
| | Value of accelerated vesting on equity awards (2) |
| | 18 months of COBRA premiums for health coverage (3) |
| |
Total
|
| |||||||||
| $2,690,883 | | | | $ | 2,046,338 | | | | | $ | 56,534 | | | | | $ | 4,793,755 | | |
|
Estimated Payments under the Executive Separation Pay Agreements if due at December 31, 2024
|
| ||||||||||||||||||||||||
| | | | Cash Separation Pay (1) |
| | Value of transition assistance (2) |
| | 12 months of COBRA premiums for health coverage (3) |
| |
Total
|
| ||||||||||||
| James G. Coogan | | | | $ | 485,000 | | | | | $ | 15,000 | | | | | $ | 37,689 | | | | | $ | 537,689 | | |
| Gregory F. Redinbo | | | | $ | 325,000 | | | | | $ | 15,000 | | | | | $ | 37,689 | | | | | $ | 377,689 | | |
| Christopher J. Tatnall | | | | $ | 325,000 | | | | | $ | 15,000 | | | | | $ | 37,689 | | | | | $ | 377,689 | | |
| Gerald M. Blumenstock | | | | $ | 325,000 | | | | | $ | 15,000 | | | | | $ | 26,886 | | | | | $ | 366,886 | | |
|
Estimated Payments under the Change of Control Agreements if due at December 31, 2024
|
| ||||||||||||||||||
|
Name
|
| | Lump sum cash payment (1) |
| | Value of accelerated vesting on equity awards (2) |
| |
Total
|
| |||||||||
|
Russell J. Low
|
| | | $ | 3,165,000 | | | | | $ | 2,046,338 | | | | | $ | 5,211,338 | | |
|
James G. Coogan
|
| | | $ | 1,576,250 | | | | | $ | 524,320 | | | | | $ | 2,100,570 | | |
|
Gregory F. Redinbo
|
| | | $ | 975,000 | | | | | $ | 444,314 | | | | | $ | 1,419,314 | | |
|
Christopher J. Tatnall
|
| | | $ | 975,000 | | | | | $ | 326,790 | | | | | $ | 1,301,790 | | |
|
Gerald M. Blumenstock
|
| | | $ | 975,000 | | | | | $ | 312,445 | | | | | $ | 1,287,445 | | |
![[MISSING IMAGE: px_axcelis2025pg01-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001113232/000110465925029630/px_axcelis2025pg01-4c.jpg)
![[MISSING IMAGE: px_axcelis2025pg02-4c.jpg]](https://www.sec.gov/Archives/edgar/data/0001113232/000110465925029630/px_axcelis2025pg02-4c.jpg)