SEC Form DEF 14A filed by AXT Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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April 3, 2025

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Dear Stockholder:

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You are cordially invited to attend the annual meeting of stockholders of AXT, Inc. on Thursday, May 15, 2025, at 11:00 a.m. Pacific Daylight Time. The meeting will be held at our principal offices located at 4281 Technology Drive, Fremont, California 94538.

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This year, we are continuing to use the Internet as our primary means of furnishing proxy materials to our stockholders. Consequently, most of our stockholders will not receive paper copies of our proxy materials. Instead, on or about April 4, 2025, we will send to these stockholders a notice with instructions to access the proxy materials and vote via the Internet. The notice will also provide information on how stockholders may obtain paper copies of our proxy materials if they so choose. This makes the proxy distribution process more efficient and less costly, and helps conserve natural resources.

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Whether or not you plan to attend the meeting, your vote is very important and we encourage you to vote promptly. As an alternative to voting in person at the annual meeting, you may vote via the Internet, by telephone or, if you receive a paper proxy card in the mail, by mailing the completed proxy card. It is important that you use this opportunity to take part in our affairs by voting on the business to come before this meeting. Regardless of the number of shares you own, your careful consideration of, and vote on, the matters before our stockholders is important.

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Thank you for your attention to these matters.

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON THURSDAY, MAY 15, 2025

TO THE STOCKHOLDERS:

Notice is hereby given that the annual meeting of the stockholders of AXT, Inc., a Delaware corporation, will be held on Thursday, May 15, 2025, at 11:00 a.m. Pacific Daylight Time, at our principal offices located at 4281 Technology Drive, Fremont, California 94538 , for the following purposes:

Stockholders of record at the close of business on March 21, 2025 are entitled to notice of, and to vote at, this meeting and any adjournment or postponement. For ten days prior to the meeting, a complete list of stockholders entitled to vote at the meeting will be available for examination by any stockholder, for any purpose relating to the meeting, during ordinary business hours at our principal offices located at 4281 Technology Drive, Fremont, California 94538.

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Fremont, California

April 3, 2025

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL

MEETING OF STOCKHOLDERS TO BE HELD ON THURSDAY, MAY 15, 2025

The proxy materials, including this proxy statement, proxy card or voting instruction card and our 2024 Annual Report, are being distributed and made available on or about April 4, 2025. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.

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In accordance with rules and regulations adopted by the U.S. Securities and Exchange Commission (the "SEC"), we have elected to provide our stockholders access to our proxy materials over the Internet. Accordingly, a Notice of Internet Availability of Proxy Materials (the "Notice") will be mailed on or about April 4, 2025 to most of our stockholders who owned our common stock at the close of business on March 21, 2025, the record date. Stockholders will have the ability to access the proxy materials on a website referred to in the Notice or request a printed set of the proxy materials be sent to them by following the instructions in the Notice.

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The Notice will also provide instructions on how you can elect to receive future proxy materials electronically or in printed form by mail. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to the proxy materials and a link to the proxy voting site. Your election to receive proxy materials electronically or in printed form by mail will remain in effect until you terminate such election.

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Choosing to receive future proxy materials electronically will allow us to provide you with the information you need in a timelier manner, save us the cost of printing and mailing documents to you and conserve natural resources.

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The annual meeting will be held on Thursday, May 15, 2025, at 11:00 a.m. Pacific Daylight Time, for the following purposes:

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Our Board of Directors recommends a vote FOR Items 1, 2, 3 and 4 above. If you wish to attend the meeting in person, the meeting will be held at our principal offices located at 4281 Technology Drive, Fremont, California 94538 , which can be reached by the following directions:

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On highway 880 take the Auto Mall Pkwy exit and head east, and turn right into Technology Drive.

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On highway 680 take the Auto Mall Pkwy exit and head west, and turn left into Technology Drive.

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PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS

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The accompanying proxy is solicited by the Board of Directors (the “Board”) of AXT, Inc., a Delaware corporation (“AXT” or the “Company”), for use at AXT’s annual meeting of stockholders to be held on May 15, 2025, or any adjournment or postponement thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The proxy materials, including this proxy statement, proxy card or voting instruction card and our 2024 Annual Report, are being distributed and made available on or about April 3, 2025.

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SOLICITATION AND VOTING

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Voting Rights and Outstanding Securities. Only stockholders of record as of the close of business on March 21, 2025, the record date, will be entitled to vote at the meeting and any adjournment thereof. As of that time, we had 45,597,995 shares of common stock outstanding, the holders of which are entitled to vote with respect to all matters to be acted upon at the annual meeting. The holders of our issued and outstanding shares of Series A Preferred Stock are not entitled to vote on any matters at the meeting. Each stockholder of record of our common stock as of the record date is entitled to one vote for each share of our common stock held by such stockholder. Our Bylaws provide that the holders of a majority of all of the shares of the stock entitled to vote at the meeting, whether present in person or by proxy, shall constitute a quorum for the transaction of business at the meeting. Votes for and against, abstentions and “broker non-votes” (shares held by a broker or nominee for which the broker or nominee does not have the authority, either express or discretionary, to vote on a particular matter) will each be counted as present for purposes of determining the presence of a quorum.

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Broker Non-Votes. A broker non-vote occurs when a broker submits a proxy card with respect to shares held in a fiduciary capacity (typically referred to as being held in “street name”), but declines to vote on a particular matter because the broker has not received voting instructions from the beneficial owner. Under the rules that govern brokers who are voting with respect to shares held in street name, brokers have the discretion to vote such shares on routine matters, but not on non-routine matters. The ratification of auditors is considered a routine matter. The election of our Class III director, the approval, on an advisory basis, of the compensation of our Named Executive Officers (as defined below) and the approval of the 2025 Equity Incentive Plan are considered non-routine matters. Your stockbroker, bank or other nominee will not be able to vote on any of the non-routine matters set forth in this proxy statement unless they have your voting instructions, so it is very important that you indicate your voting instructions to the institution holding your shares by completing and returning the voting instruction card.

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Solicitation of Proxies. The Board is making this proxy solicitation and we will bear the cost of soliciting proxies. In addition to soliciting stockholders by mail, we will request banks, brokers and other custodians, nominees and fiduciaries to solicit customers for whom they hold our stock and will reimburse them for their reasonable, out-of-pocket costs. We may use the services of our officers, directors and regular employees to further solicit proxies, personally or by telephone, without additional compensation for assisting with the solicitation.

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Vote Required. If a quorum is present, the nominee for director receiving the highest number of votes will be elected as the Class III director. The affirmative vote of the holders of a majority of the voting power of the shares of our common stock cast affirmatively or negatively is required to approve, on an advisory basis, the compensation of our Named Executive Officers. The affirmative vote of the holders of a majority of the voting power of the shares of our common stock cast affirmatively or negatively is required to approve the 2025 Equity Incentive Plan. The affirmative vote of the holders of a majority of the voting power of the shares of our common stock cast affirmatively or negatively is required to approve ratification of the selection of our independent auditors. Broker non-votes will have no effect on the election of the Class III director, the advisory vote on the compensation of our Named Executive Officers and the approval of the 2025 Equity Incentive Plan. Abstentions will have no effect on the election of the Class III director, the advisory vote on the compensation of our Named Executive Officers, the approval of the 2025 Equity Incentive Plan and the ratification of the selection of our independent auditors.

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Voting of Proxies. All valid proxies received before the meeting will be exercised. All shares represented by a proxy will be voted and, where a proxy specifies a stockholder’s choice with respect to any matter to be acted upon, the shares will be voted in accordance with that specification. If no choice is indicated on the proxy, the shares will be voted as the Board recommends on each proposal. The persons named as proxies will vote on any other matters properly presented at the annual meeting in accordance with their best judgment. A stockholder giving a proxy has the power to revoke his or her proxy at any time before it is exercised by delivering to our Corporate Secretary a written instrument

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revoking the proxy or a duly executed proxy with a later date, or by attending the meeting and voting in person. Attendance at the annual meeting will not, in and of itself, constitute revocation of a proxy.

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Voting by Telephone or the Internet or mail. If you hold shares through a bank or brokerage firm, you may be able to simplify your voting process and save us expense by voting your shares by telephone or over the Internet. The bank or brokerage firm through which you hold your shares will provide you with separate instructions on a form you will receive from them. Many such firms make telephone or Internet voting available, but the specific processes available will depend on those firms’ individual arrangements. When you vote by phone or over the Internet, your vote is recorded immediately. We encourage our stockholders to vote using these methods whenever possible. If you attend the annual meeting, you may also submit your vote in person, and any previous votes that you submitted, whether by phone, over the Internet or by mail, will be superseded by the vote that you cast at the annual meeting.

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How to Obtain a Separate Set of Proxy Materials. To reduce the expense of delivering duplicate proxy materials to our stockholders who may have more than one AXT stock account, unless otherwise requested, pursuant to current householding rules, we will deliver only one set of proxy materials to stockholders who share the same address. If you share an address with another stockholder and have received only one set of proxy materials, you may write or call us to request a separate copy of these materials at no cost to you. For future annual meetings, you may request separate proxy materials, or request that we send only one set of proxy materials to you if you are receiving multiple copies, by calling our Investor Relations department at: (510) 438-4700, or by writing us at: AXT, Inc., 4281 Technology Drive, Fremont, CA 94538, Attention: Investor Relations.

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Communicating with AXT. You can obtain information about us by one of the following methods:

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For all other matters, please contact our Investor Relations at (510) 438-4700, or send your correspondence to the following address:

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PROPOSAL NO. 1

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ELECTION OF DIRECTORS

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We have a classified Board of Directors consisting of two Class I directors, one Class II director and one Class III director, who will serve until the annual meetings of stockholders to be held in 2026, 2027 and 2025, respectively, and until their respective successors are duly elected and qualified. At each annual meeting of stockholders, directors are elected for terms of three years to succeed those directors whose terms expire at the annual meeting dates.

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The term of the Class III director will expire on the date of the 2025 annual meeting. Accordingly, one nominee is to be elected to serve as the Class III director of the Board of Directors at the 2025 annual meeting. Our Nominating and Corporate Governance Committee of the Board of Directors has recommended to the Board of Directors, and the Board of Directors has nominated, Christine Russell, the current Class III director of the Board of Directors, as the nominee for election by the stockholders to this position. If elected, the nominee will serve as the Class III director until our annual meeting of stockholders in 2028 and until her successor is elected and qualified. If the nominee declines to serve or becomes unavailable for any reason, the proxies may be voted for such substitute nominee as the Board of Directors may designate.

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Vote Required and Board of Directors Recommendation

If a quorum is present the nominee for Class III director receiving the highest number of votes will be elected as the Class III director. Abstentions and broker non-votes have no effect on the vote.

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The Board of Directors recommends a vote “FOR” the nominee named above.

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The following table sets forth, for our current directors, including the Class III nominee to be elected at this meeting, and the non-director Executive Officer, information with respect to their ages as of March 21, 2025 and their background:

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Members of the Board of Directors

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Morris S. Young, Ph.D. co-founded AXT in 1986 and has served as a director since 1989. Dr. Young served as our Chairman of the Board of Directors from February 1998 to May 2004 and as our president and chief executive officer from 1989 to May 2004. From 2004 until his retirement in 2006, Dr. Young served as our chief technology officer. He was reappointed as our chief executive officer on July 16, 2009 and Chairman of the Board of Directors on August 12, 2021. From 1985 to 1989, Dr. Young was a physicist at Lawrence Livermore National Laboratory. Dr. Young has a B.S. degree in metallurgical engineering from National Cheng Kung University, Taiwan, a M.S. degree in metallurgy from Syracuse University, and a Ph.D. in metallurgy from Polytechnic University.

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The Board has determined that Dr. Young’s long history with the Company, as well as his breadth of experience and on-going, active involvement in the semiconductor industry, make him a valuable asset to the Board.

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David C. Chang, Ph.D. has served as one of our directors since December 2000. Dr. Chang co-founded The Global Maximum Educational Opportunities, Inc., which provides study abroad programs in China for U.S. undergraduate students, in 2011 and became its Chairman and Chief Executive Officer in August 2013. Dr. Chang has served as president of Polytechnic University in New York (now known as the Tandon School of Engineering, New York University) from 1994 to 2005 and chancellor from 2005 to 2013, and Professor Emeritus at New York University since 2013. Previously, Dr. Chang was dean of the College of Engineering and Applied Sciences at Arizona State University. Dr. Chang served as a director of the NSF/Industry Corporate Research Center for Microwave and Millimeter-Wave Computer Aided Design from 1981 to 1989. Dr. Chang was a member of the board of directors of Time Warner Cable Inc. from 2004 to 2016. Dr. Chang has a M.S. degree and a Ph.D. in applied physics from Harvard University and a B.S. degree in electrical engineering from National Cheng Kung University, Taiwan.

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The Board has determined that Dr. Chang’s extensive experience in the semiconductor industry allows him to make significant contributions to the strategic direction of the Company.

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Jesse Chen has served as one of our directors since February 1998 and was our Chairman of the Board of Directors from May 2004 until October 2007, at which time he was appointed our lead independent director. Mr. Chen served as our Chairman of the Board of Directors from March 2009 until August 12, 2021. Since May 1997, Mr. Chen has served as a managing director of Maton Ventures, an investment company. From 1990 to 1996, Mr. Chen served as chief executive officer of BusLogic, Inc., a fabless semiconductor and computer peripherals company. Mr. Chen serves

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on the board of directors of a private company. Mr. Chen has a B.S. degree in aeronautical engineering from National Cheng Kung University, Taiwan and a M.S. degree in electrical engineering from Loyola Marymount University.

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The Board has determined that Mr. Chen’s experience as a chief executive officer and his investment background provides him with the experience and knowledge in compensation and governance matters for technology companies to enhance his contributions to the Board and its committees.

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Christine Russell has served as one of our directors since December 2019. Ms. Russell also serves on the board of directors and as audit committee chair of both QuickLogic Corporation (Nasdaq: QUIK) and eGain Corporation (Nasdaq: EGAN). She is chairman emeritus and a director on the board of SVDX (Silicon Valley Directors Exchange), a professional organization that provides a forum for education, conversation about current issues, and peer interaction for boards of directors of Silicon Valley companies. From 2018 to 2020, Ms. Russell served as chief financial officer of PDF Solutions, Inc. (Nasdaq: PDFS), a provider of yield improvement technologies for the IC manufacturing process life cycle. She previously served as chief financial officer of Uni-Pixel, Inc., a manufacturer of touch sensor films, which was sold to a China-based firm. Other companies include Vendavo, Inc., a SaaS-based pricing optimization software company addressing the Global 2000 and EAG, Inc. (Evans Analytical Group), a global provider of analytical testing for technology companies, including major semiconductor, chemicals and pharmaceuticals firms. Prior to EAG, she served in the roles of both chief financial officer and EVP of business development at Virage Logic Corporation, a Nasdaq-listed semiconductor intellectual property company that was sold to Synopsys, Inc. in 2010. Ms. Russell holds a bachelor’s degree and an MBA from Santa Clara University.

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The Board has determined that Ms. Russell’s financial expertise, her background and experience in the finance function in a number of companies make her a valuable contributor to the Board and its committees.

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CORPORATE GOVERNANCE

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Director Independence

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The Board has determined that, other than Dr. Morris S. Young, each of the members of the Board is an independent director for purposes of the Nasdaq Stock Market listing standards.

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Executive Sessions

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Our independent directors meet in an executive session without management present each time the Board holds its regularly scheduled meetings. Jesse Chen, an independent director, was designated by the Board as the lead independent director. As the lead independent director, Mr. Chen chairs the executive sessions.

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Committees and Meeting Attendance

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The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Each of these committees operates under a written charter adopted by the Board. Copies of these charters are available on our website at www.axt.com. The Board held 9 meetings during the fiscal year ended December 31, 2024. Each of the standing committees of the Board held the number of meetings indicated below. During the last fiscal year, each of our directors attended at least 75% of the total number of meetings of the Board and of the committees of the Board on which such director served during that period. Directors are encouraged to attend our annual meetings of stockholders. Dr. David C. Chang, Jesse Chen and Christine Russell attended our 2024 annual meeting of stockholders.

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The following table sets forth the three standing committees of the Board, the members of each committee during the last fiscal year and the number of meetings held by each committee;

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Audit Committee

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The members of the Audit Committee during 2024 were Dr. David C. Chang, Jesse Chen and Christine Russell. The Board has determined that all Audit Committee members are “independent” as defined under the applicable Nasdaq listing standards and SEC rules and regulations and as such rules apply to audit committee members. The Board has determined that each of Dr. David C. Chang, Jesse Chen and Christine Russell is an “audit committee financial expert” as defined by the rules and regulations of the SEC. The Audit Committee’s functions include:

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For additional information concerning the Audit Committee, see “Audit Committee Report” and “Proposal No. 4 - Ratification of Appointment of Independent Registered Public Accounting Firm.”

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Compensation Committee

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The members of our Compensation Committee during 2024 were Dr. David C. Chang, Jesse Chen and Christine Russell. The Board has determined that all members of the Compensation Committee are “independent” as the term is defined by applicable Nasdaq listing standards and SEC rules.

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The Compensation Committee has been delegated the responsibility by the Board to oversee the programs under which compensation is paid or awarded to our Named Executive Officers and to evaluate the performance of these executive officers. The Compensation Committee has been delegated the authority to: (i) oversee our compensation policies and practices; (ii) review and approve compensation and compensation procedures for our executive officers; (iii) oversee and approve director compensation, and (iv) oversee and approve equity awards to our employees, officers and directors. More specifically, the Compensation Committee’s responsibilities include: overseeing our general compensation structure, policies and programs, and assessing whether our compensation structure establishes appropriate incentives for management and employees; administering our incentive compensation and equity-based compensation plans, including our equity incentive plans; reviewing and approving compensation procedures for our executive officers; reviewing and recommending to the Board the compensation of the Chief Executive Officer based on relevant corporate goals and objectives and the Board’s performance evaluation of the Chief Executive Officer; reviewing and approving the compensation of executive officers, other than the Chief Executive Officer; approving employment and retention agreements and severance arrangements for executive officers, including change-in-control provisions, plans or agreements; and approving the compensation of directors for service on the Board and its committees and recommending changes in compensation to the Board. The Chief Executive Officer does not participate in discussions or approvals related to his compensation. Regarding most compensation matters, including executive and director compensation, our management provides recommendations to the Compensation Committee.

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The agenda for meetings of the Compensation Committee is determined by its Chair with the assistance of the Chief Executive Officer and the Chief Financial Officer. Compensation Committee meetings are regularly attended by the Chief Executive Officer and the Chief Financial Officer. The Compensation Committee periodically meets in executive session without members of management present. The Compensation Committee has authority under its charter to retain, approve fees for and terminate advisors, consultants and agents as it deems necessary to assist in the fulfillment of its responsibilities. The Compensation Committee reviews the total fees paid to outside compensation consultants by us to ensure that the consultant maintains its objectivity and independence when rendering advice to the Compensation Committee.

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Nominating and Corporate Governance Committee

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The members of our Nominating and Corporate Governance Committee during 2023 were Dr. David C. Chang, Jesse Chen and Christine Russell. The Board has determined that all members of the Nominating and Corporate Governance Committee are “independent” as the term is defined by applicable Nasdaq listing standards and SEC rules. The Nominating and Corporate Governance Committee is responsible for evaluating and selecting director nominees, determining criteria for selecting new directors, developing and reviewing on an ongoing basis the adequacy of the corporate governance principles and guidelines adopted by the Board, overseeing the evaluation of the Board and committees of the Board, and adopting, approving, monitoring and enforcing compliance with our Code of Business Conduct and Ethics.

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Director Nominations

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Director Qualifications. The Nominating and Corporate Governance Committee considers the following factors in reviewing possible candidates for nomination as director:

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The Nominating and Corporate Governance Committee’s goal is to assemble a Board consisting of a variety of perspectives and skills derived from high quality business and professional experience. The Nominating and Corporate Governance Committee does not have a formal policy with respect to diversity, but it does consider Board candidates and/or nominees who represent a mix of backgrounds, diversity of race and ethnicity, gender, age, skills and experience that enhance the quality of the Board’s deliberations and decisions. Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in the best interests of the Company and our stockholders. The Nominating and Corporate Governance Committee believes that it is important that at least one member of the Board should meet the criteria for an “audit committee financial expert” as defined by SEC rules. Under applicable listing requirements, at least a majority of the members of the Board must meet the definition of “independent director.” The Nominating and Corporate Governance Committee also believes it appropriate for one or more key members of our management to participate as a member of the Board.

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Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating and Corporate Governance Committee may also consider such other factors as it may deem, from time to time, are in the best interests of the Company and our stockholders.

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Identification and Evaluation of Nominees for Director. The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service or if the Nominating and Corporate Governance Committee or the Board decides not to re-nominate a member for re-election, the Nominating and Corporate Governance Committee will identify the desired skills and experience of a new nominee in light of the criteria above. Current members of the Nominating and Corporate Governance Committee and the Board are polled for suggestions as to individuals meeting the criteria of the Nominating and Corporate Governance Committee. Research may also be performed to identify qualified individuals.

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The Nominating and Corporate Governance Committee considers properly submitted stockholder recommendations for candidates for membership on the Board. Our Bylaws contain provisions which address the process by which a stockholder may nominate an individual to stand for election to the Board at our annual meeting of stockholders. In addition to satisfying the requirements of our Bylaws, stockholders who intend to nominate a candidate to stand for election to the Board at our annual meeting of stockholders, other than the candidates we have nominated, must also comply with the additional requirements of Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Candidates so recommended will be reviewed using the same process and standards for reviewing candidates identified above under “Identification and Evaluation of Nominees for Director.” In order to be evaluated in connection with the Nominating and Corporate Governance Committee’s established procedures for evaluating potential director nominees, any recommendation for director nominees submitted by a stockholder must be sent in writing to the Corporate Secretary, 4281 Technology Drive, Fremont, CA 94538, at least 120 days prior to the anniversary of the date of the proxy statement that was mailed to stockholders in connection with the prior year’s annual

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meeting of stockholders and must contain the following information:

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The Nominating and Corporate Governance Committee will evaluate incumbent directors, as well as candidates for director nominee submitted by directors, management, and stockholders consistently using the criteria stated in this policy and will select the nominees that in the Nominating and Corporate Governance Committee’s judgment best suit the needs of the Board at that time.

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Communications with Directors

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Stockholders may communicate with the Board by writing to us at AXT, Inc., 4281 Technology Drive, Fremont, CA 94538, Attention: Corporate Secretary. Your letter should indicate that you are an AXT stockholder. Stockholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded as appropriate. Depending on the subject matter, management will (i) forward the communication to the director or directors to whom it is addressed; (ii) attempt to handle the inquiry directly, for example where it is a request for information about us or it is a stock related matter; or (iii) not forward the communication if it is primarily commercial in nature, comprises spam, junk mail, mass mailings, product complaints or inquiries, job inquiries, business solicitations, or relates to otherwise inappropriate matters.

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Family Relationships

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There are no family relationships among any of our executive officers or directors.

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Board Leadership Structure

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Mr. Jesse Chen currently serves as the lead independent director and was Chairman of the Board until August 12, 2021. Dr. Morris S. Young currently serves as our Chairman of the Board and Chief Executive Officer. Dr. Morris S. Young was appointed Chairman of the Board on August 12, 2021.

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The Board believes the combined role of Chairman of the Board and Chief Executive Officer, together with the role of the lead independent director, appropriately balances our leadership. The lead independent director chairs Board meetings when the Chairman of the Board is not present, including all executive sessions of the independent directors without management present. The lead independent director has the authority to call meetings of the independent directors and serves as the liaison between the independent directors and the Chairman of the Board on sensitive issues.

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Board Diversity Matrix

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Board’s Role in Risk Oversight

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The Board’s risk oversight function is administered through Board committees. Generally, the committee with subject matter expertise in a particular area is responsible for overseeing the management of risk in that area. For example, the Audit Committee oversees the management of financial, accounting, internal control and cybersecurity risks, the Compensation Committee oversees the management of risks in the Company’s compensation programs, and the Nominating and Corporate Governance Committee oversees compliance with Company policies.

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We have an internal audit function that reports directly to the Audit Committee. The Audit Committee reviews and approves the internal audit plan once a year and receives periodic updates of internal audit activity in meetings held at least quarterly throughout the year. Updates include discussion of audit project results, quarterly assessment of internal controls and risks of fraud.

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In carrying out their risk oversight duties, the committees review management’s implementation of risk policies and procedures, and review reports from management, independent auditors, internal audit, legal counsel, regulators and outside experts, as appropriate, regarding risks the Company faces.

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The Board and its committees are committed to ensuring effective risk management oversight and work with management to ensure that effective risk management strategies are incorporated into the Company’s culture and day-to-day business operations.

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Code of Business Conduct and Ethics

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The Board has adopted a Code of Business Conduct and Ethics applicable to all of our employees and directors, including our Chief Executive Officer, Chief Financial Officer and Corporate Controller, which is available under the “Investors” section on our website at www.axt.com. In addition, we will provide a copy of the Code of Business Conduct and Ethics upon request made in writing to us at AXT, Inc., 4281 Technology Drive, Fremont, CA 94538, attention: Corporate Secretary. We will disclose any amendment to the Code of Business Conduct and Ethics, or waiver of any of its provisions, applicable to an executive officer or director under the “Investors” section on our website at www.axt.com.

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Compensation Committee Interlocks and Insider Participation

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The members of our Compensation Committee during 2023 were Dr. David C. Chang, Jesse Chen and Christine Russell. None of the members of the Compensation Committee is or has been an officer or employee of AXT. During fiscal 2024, no member of the Compensation Committee had any relationship with us requiring disclosure under Item 404 of Regulation S-K. During fiscal 2024, none of our executive officers served on the compensation committee (or its equivalent) or on a board of directors of another entity any of whose executive officers served on our Compensation Committee or our Board.

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Corporate Governance Guidelines

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We have adopted Corporate Governance Guidelines in addition to our Code of Business Conduct and Ethics, Audit Committee Charter, Compensation Committee Charter and Nominating and Governance Committee Charter. These materials are available under the “Investors” section on our website at www.axt.com. A printed copy of these materials may be obtained by any stockholder upon request made in writing to us at AXT, Inc., 4281 Technology Drive, Fremont, CA 94538, attention: Corporate Secretary.

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PROPOSAL NO. 2

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ADVISORY VOTE ON EXECUTIVE COMPENSATION

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Under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), our stockholders are entitled to cast an advisory vote to approve the compensation of our Named Executive Officers (“NEOs”) as disclosed in this proxy statement. This proposal, commonly known as a "say-on-pay" proposal, gives our stockholders the opportunity to express their views on the design and effectiveness of our executive compensation programs.

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As described in detail under the heading “Compensation Discussion and Analysis,” our executive compensation programs are intended to ensure that our compensation and benefits policies attract, motivate and retain key employees necessary to support our operations and our strategic growth. We urge our stockholders to read the Compensation Discussion and Analysis of this proxy statement, as well as the Summary Compensation Table and the related tables and disclosures, for a more complete understanding of how the Company’s executive compensation policies and procedures operate. We believe that our executive compensation programs are appropriate and aligned with the Company’s performance.

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We are asking our stockholders to indicate their support for our NEO compensation as described in this proxy statement by voting “FOR” the following resolution:

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“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed in the Company’s proxy statement for the 2025 annual meeting of stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

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Vote Required and Board of Directors Recommendation

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The affirmative vote of the holders of a majority of the voting power of the shares of our common stock cast affirmatively or negatively at the annual meeting of stockholders, at which a quorum is present, will be required to approve, on an advisory basis, the compensation paid to the Company’s Named Executive Officers. Abstentions and broker non-votes have no effect on the vote.

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Even though this say-on-pay vote is advisory and therefore will not be binding on the Company, our Compensation Committee and our Board value the opinions of our stockholders. Accordingly, to the extent there is a significant vote against the compensation of our NEOs, we will consider our stockholders’ concerns and our Compensation Committee will evaluate what actions may be necessary or appropriate to address those concerns. For example, following the 2020 annual meeting of stockholders, our Board and Compensation Committee adopted at-risk, performance-based equity awards as described in the Compensation Discussion and Analysis. We hold an advisory vote on executive compensation each year and will hold another advisory vote at our 2026 annual meeting of stockholders.

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The Board of Directors recommends a vote “FOR” the approval, on an advisory basis, the compensation of our Named Executive Officers as disclosed in this proxy statement.

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PROPOSAL NO. 3

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APPROVAL OF THE AXT, INC. 2025 EQUITY INCENTIVE PLAN

The AXT, Inc. 2015 Equity Incentive Plan (the “Prior Plan”) had a ten-year term and expired on April 1, 2025. The Prior Plan will continue to govern the awards granted under it. We are asking our stockholders to approve the AXT, Inc. 2025 Equity Incentive Plan (the “2025 Plan”) and its material terms to continue our equity incentive program so that the Company may successfully attract and retain highly skilled employees and executive officers in the future. The Board of Directors adopted the 2025 Plan on April 2, 2025, subject to approval by our stockholders at the 2025 annual meeting, and has unanimously recommended that our stockholders approve and adopt the 2025 Plan.

In determining the number of shares to be made available under the 2025 Plan, the Board and Compensation Committee considered the importance of maintaining an equity incentive program to attract, retain and reward employees, directors, and consultants. The 2025 Plan allows the Compensation Committee to, among other things, grant performance-based equity awards that align executive compensation with Company performance and stockholder interests.

We are requesting that our stockholders approve and authorize the issuance of shares under the 2025 Plan equal to (i) approximately 3,733,401 shares that were available for grant under the Prior Plan as of April 1, 2025, the date the Prior Plan expired, and (ii) any shares subject to awards granted under the Prior Plan that, on or after the date of stockholder approval of the 2025 Plan, expire or terminate without having been exercised or settled in full, or are forfeited to or repurchased by the Company. If our stockholders approve the 2025 Plan, we currently anticipate that the shares available under the 2025 Plan will be sufficient to meet our expected needs through approximately 2027.

If our stockholders do not approve the 2025 Plan, the Company will not have an equity incentive program in the future for new awards and could be precluded from successfully attracting and retaining highly skilled employees and executive officers.

Our executive officers and directors have an interest in the approval of the 2025 Plan by our stockholders because they are eligible for awards under the 2025 Plan.

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Key Features of the 2025 Plan

Key features of the 2025 Plan include: 

The 2025 Plan is attached as Appendix A to this proxy statement. The following summary of the 2025 Plan does not contain all of the terms and conditions of the 2025 Plan, and is qualified in its entirety by reference to the 2025 Plan. You should refer to Appendix A for a complete set of the terms and conditions of the 2025 Plan.

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Summary of the 2025 Plan

General

The purposes of the 2025 Plan are to attract and retain the best available personnel for positions of substantial responsibility, provide additional incentive to employees, directors, and consultants, and promote the success of the Company’s business. The 2025 Plan allows for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units, performance shares, at-risk awards, and other stock or cash awards as determined by the administrator of the 2025 Plan (the “Administrator”), which means the Board unless administration has been delegated to a duly appointed committee.

Authorized Shares

Subject to the adjustment provisions in the 2025 Plan, stockholders are being asked to approve the issuance of shares under the 2025 Plan equal to (i) approximately 3,733,401 shares that were available for grant under the Prior Plan as of April 1, 2025, and (ii) any shares subject to awards granted under the Prior Plan that, on or after the date of stockholder approval of the 2025 Plan, expire or terminate without having been exercised or settled in full, or are forfeited to or repurchased by the Company. The shares may be authorized but unissued shares or reacquired shares of the Company’s common stock.

Any shares subject to full value awards granted under the 2025 Plan will be counted against the share reserve as one and one-half shares for every one share granted. Shares returned to the 2025 Plan that were previously subject to a full value award under the Prior Plan will be added back based on the same ratio that applied under the Prior Plan when the award was originally granted (i.e., one and one-half shares for each one share, or two shares per share, as applicable).

Administration

The 2025 Plan will be administered by the Board or a committee appointed by the Board, in accordance with applicable laws and the rules of any applicable stock exchange. To make grants intended to qualify as exempt transactions under Rule 16b-3 of the Securities Exchange Act of 1934, as amended (“Rule 16b-3”), the members of the committee must qualify as “non-employee directors” under Rule 16b-3. The Administrator may delegate day-to-day administration of the 2025 Plan, or any of its administrative functions, to one or more individuals, to the extent permitted by applicable law and the Plan.

The Administrator has full power to make all other determinations it deems necessary or advisable for the administration of the 2025 Plan. All decisions and determinations by the Administrator will be final and binding on all participants and other holders of awards.

No Repricings

The Administrator may not implement any exchange program under which (i) the exercise price of outstanding awards may be increased or reduced, (ii) outstanding awards may be surrendered or cancelled in exchange for cash or other awards (whether of the same or a different type), or (iii) outstanding awards may be transferred to a financial institution or other person or entity selected by the Administrator.

Eligibility

Awards may be granted to employees, directors, and consultants of the Company, and to employees and consultants of any parent, subsidiary, or affiliate of the Company. However, incentive stock options may be granted only to individuals who, at the time of grant, are employees of the Company or any parent or subsidiary corporation of the Company, as defined under Section 422 of the Internal Revenue Code. As of April 2 , 2025, there were approximately 1,500 employees (including 2 executive officers), 2 consultant, and 3 non-employee directors who would be eligible to be granted awards under the 2025 Plan.

Options

Each option granted under the 2025 Plan will be evidenced by a stock option agreement that specifies the exercise price, term of the option, form(s) of consideration for exercise, and such other terms and conditions as the Administrator determines. Except in certain cases involving the assumption or substitution of options in connection with corporate transactions, the exercise price per share of each option may not be less than the fair market value of a share of the Company’s common stock on the date of grant. In the case of an incentive stock option granted to a participant who, at the time of grant, owns more than 10% of the total combined voting power of all classes of stock of the Company or

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any parent or subsidiary (a “Ten Percent Stockholder”), the exercise price may not be less than 110% of the fair market value of a share on the date of grant. The fair market value of a share of the Company’s common stock generally means the closing price per share on the grant date as quoted on The NASDAQ Global Select Market.

Options will be exercisable at such times and under such conditions as are determined by the Administrator and set forth in the applicable award agreement. An option is considered exercised when the Company receives both (i) a properly completed notice of exercise and (ii) full payment of the exercise price (and any required tax withholdings). Until the shares subject to an option are issued, the participant will have no voting, dividend, or other rights as a stockholder with respect to such shares.

The maximum term of any option will be stated in the award agreement and may not exceed ten years from the date of grant (or five years for an incentive stock option granted to a Ten Percent Stockholder).

Stock Appreciation Rights

A stock appreciation right (“SAR”) gives the participant the right to receive, upon exercise, the excess of the fair market value of a share on the exercise date over the exercise price of the SAR. The maximum term of a SAR may not exceed ten years from the date of grant. This amount is multiplied by the number of shares exercised and may be paid in cash, shares of the Company’s common stock, or a combination of both, as determined by the Administrator.

SARs may be granted independently (“freestanding SARs”) or in tandem with a related stock option (“tandem SARs”). Each SAR will be evidenced by an award agreement specifying the exercise price and other applicable terms and conditions, as determined by the Administrator.

Except in connection with certain corporate transactions involving the assumption or substitution of SARs, the exercise price of a freestanding SAR may not be less than the fair market value of a share on the date of grant. The exercise price of a tandem SAR may not be less than the exercise price of the related option. Tandem SARs may be exercised only at the times and to the extent the related option is exercisable, subject to additional terms set by the Administrator.

Restricted Stock Units

Restricted stock units (“RSUs”) represent a contractual right to receive shares of the Company’s common stock (or, at the discretion of the Administrator, the cash equivalent) at a future date, subject to the terms of the participant’s award agreement. Each RSU granted under the 2025 Plan will be evidenced by an award agreement specifying the number of RSUs granted, the vesting conditions, the form of settlement, and other terms and conditions as determined by the Administrator.

RSUs will result in a payment to the participant only if the applicable vesting conditions are satisfied. These conditions may include continued service, attainment of performance goals, or other criteria established by the Administrator. The Administrator may determine that vested RSUs be settled in shares of common stock, cash, or a combination of both.

The Administrator, in its sole discretion, may reduce or waive any vesting conditions or accelerate the vesting or settlement of any RSU award. Unless otherwise provided in the applicable award agreement, RSUs that do not vest prior to the date specified in the agreement will be forfeited.

Restricted Stock

Restricted stock awards represent shares of the Company’s common stock that are subject to vesting or other restrictions imposed by the Administrator. Each restricted stock award under the 2025 Plan will be evidenced by an award agreement specifying the number of shares granted, any vesting conditions or period of restriction, and other terms and conditions of the award.

Restricted stock may (but need not) be subject to vesting conditions based on continued service, achievement of performance goals, or other factors. During any period of restriction, unless the Administrator provides otherwise, the

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participant will have the right to vote the shares and to receive dividends or other distributions. However, any dividends or distributions paid on unvested shares will be subject to the same vesting and forfeiture conditions as the underlying restricted stock.

The Administrator, in its discretion, may reduce or waive any vesting conditions, or accelerate the lapse of any restrictions. Unless otherwise provided in the award agreement or by the Administrator, any unvested restricted stock will be forfeited upon the participant’s termination of service.

Performance Units and Performance Shares

Performance units and performance shares are awards that provide for payment to a participant only if specified performance goals are achieved over a designated performance period. Each performance unit will have an initial value determined by the Administrator at or before the time of grant. Each performance share will have an initial value equal to the fair market value of a share of the Company’s common stock on the grant date.

Each award of performance units or performance shares granted under the 2025 Plan will be evidenced by an award agreement specifying the number of units or shares, the applicable vesting conditions and performance period, and any other terms and conditions, as determined by the Administrator. Vesting criteria may include continued service, the attainment of specified Company-wide or business unit performance objectives, individual performance goals, or other factors determined by the Administrator.

Earned performance units and performance shares will be settled, in the sole discretion of the Administrator, in shares, cash, or a combination of both. The Administrator may, in its discretion, reduce or waive any vesting or performance conditions or accelerate vesting. Any performance units or performance shares that are unearned or unvested as of the date specified in the award agreement will be forfeited.

Dividend Equivalents

A dividend equivalent represents a credit equal to the amount of cash dividends paid on a share of the Company’s common stock, payable in cash, shares, or a combination thereof, as determined by the Administrator. The Administrator may provide in the applicable award agreement that dividend equivalents will accrue with respect to awards that have a record date prior to the date the award is settled or forfeited.

Dividend equivalents, if credited, will be subject to the same vesting and forfeiture conditions as the underlying award to which they relate. No dividend equivalents will be paid or settled on performance shares, performance units, or restricted stock units unless and until the underlying award vests. In the event of a dividend or distribution paid in shares or a recapitalization or other adjustment under the 2025 Plan, appropriate adjustments will be made to outstanding awards to reflect the change in capital structure. Any securities or property received in connection with such adjustments will be subject to the same vesting and settlement conditions as the original award. Dividend equivalents may accrue during the vesting period but shall not be paid or settled unless and until the underlying award vests.

Other Awards

The 2025 Plan also permits the Administrator to grant other stock-based or cash-based awards, including at-risk awards, subject to the terms and conditions determined by the Administrator.

Performance Goals

The Administrator may, in its discretion, make achievement of performance goals a condition of the vesting or settlement of any award granted under the 2025 Plan.

Performance goals may vary from participant to participant and from award to award. The Administrator may determine whether goals are measured on an absolute basis or relative to peer group performance, against internal goals, on a per-share or per-capita basis, and/or on a pre-tax or after-tax basis. Goals may be based on GAAP measures, the Company’s financial statements, or another methodology determined by the Administrator.

The Administrator may, in its sole discretion, adjust any performance goals to reflect significant events or unusual or nonrecurring items. The Administrator may also reduce or waive the performance criteria or accelerate the

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vesting or settlement of any performance-based award as it deems appropriate. However, no performance-based award will vest unless the performance goals (as adjusted, if applicable) are achieved, except as otherwise determined by the Administrator.

Transferability of Awards

Unless otherwise determined by the Administrator, awards granted under the 2025 Plan may not be sold, pledged, assigned, transferred, or otherwise disposed of in any manner other than by will or by the laws of descent and distribution. During the lifetime of the participant, only the participant may exercise an award. The Administrator may permit transfer of an award (other than an incentive stock option) to a permitted transferee as provided in the 2025 Plan and applicable award agreement, subject to any conditions the Administrator may impose.

Change in Control

In the event of a merger or a “change in control” (as defined in the 2025 Plan), the Administrator will have authority to determine the treatment of outstanding awards, including, without limitation, vesting and acceleration, or that awards be assumed or substituted by the successor corporation or a parent or subsidiary of the successor corporation. The Administrator has full discretion in these matters and will not be required to treat all outstanding awards similarly.

Forfeiture of Awards

Awards under the 2025 Plan may be subject to reduction, cancellation, forfeiture, or recoupment upon specified events, including but not limited to: fraud; material misstatement of financial results; violation of the Company’s code of conduct; termination for cause; or other conduct detrimental to the Company’s business or reputation. In addition, awards will be subject to clawback or recoupment to the extent required under applicable law or any policy adopted by the Company.

Duration, Amendment and Termination

The 2025 Plan will automatically terminate ten years from the date of its adoption by the Board of Directors, unless terminated at an earlier time by the Administrator. No termination or amendment may materially impair the rights of any participant unless mutually agreed otherwise between the participant and the Administrator.

Summary of U.S. Federal Income Tax Consequences

The following paragraphs summarize certain U.S. federal income tax consequences to U.S. taxpayers and the Company related to awards granted under the 2025 Plan. This summary is based on current law and is not intended to cover all tax consequences that may apply to a particular participant or to the Company. It does not address state, local, or non-U.S. tax considerations.

Incentive Stock Options

A participant will generally not recognize taxable income on the grant or exercise of an incentive stock option qualifying under Section 422 of the Internal Revenue Code (the “Code”), except that the alternative minimum tax may apply. If the participant sells the shares acquired more than two years after the grant date and more than one year after the exercise date, the gain or loss will be long-term capital gain or loss. If the holding periods are not met, the participant generally will recognize ordinary income equal to the difference between the exercise price and the lesser of (i) the fair market value of the stock on the date of exercise or (ii) the sale price of the shares.

Nonstatutory Stock Options

A participant will generally not recognize income on the grant of a nonstatutory stock option with an exercise price equal to the fair market value of the underlying shares on the grant date. Upon exercise, the participant generally will recognize ordinary income equal to the excess of the fair market value of the shares on the date of exercise over the exercise price. Upon later sale of the shares, the participant generally will recognize capital gain or loss.

Stock Appreciation Rights

A participant generally will not recognize income on the grant of a stock appreciation right with an exercise price equal to the fair market value of the shares on the date of grant. Upon exercise, the participant will generally

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recognize ordinary income equal to the value of any cash or shares received. Capital gain or loss may be recognized upon the subsequent disposition of any shares received.

Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, and Other Stock-based Awards

A participant generally will not recognize income at the time of grant of restricted stock, restricted stock units, performance shares, performance units, or similar stock-based awards. Instead, the participant will recognize ordinary income when the shares or units are no longer subject to a substantial risk of forfeiture. However, a participant receiving restricted stock may elect to be taxed at grant by filing a Section 83(b) election. Any subsequent appreciation or depreciation in value will be treated as capital gain or loss upon sale of the shares.

Section 409A

Certain awards under the 2025 Plan may be subject to the nonqualified deferred compensation rules under Section 409A of the Code. If these requirements are not met, affected participants may be subject to immediate taxation, an additional 20% federal tax, and interest. The Company intends for all awards under the 2025 Plan either to be exempt from or to comply with the requirements of Section 409A.

Tax Effect for the Company

The Company generally will be entitled to a federal income tax deduction equal to the amount of ordinary income recognized by a participant at the time such income is recognized. The deduction may be limited by Section 162(m) of the Code, which disallows a deduction for compensation in excess of $1 million paid to certain covered employees, including the Company’s chief executive officer, chief financial officer, and the three other most highly compensated executive officers.

Awards Granted to Employees and Directors

The number of awards that an employee, director or consultant may receive under the 2025 Plan is in the discretion of the Administrator and therefore cannot be determined in advance. Our executive officers and non-employee directors have an interest in this proposal because they are eligible to receive awards under the 2025 Plan. The following table sets forth (i) the aggregate number of shares of our common stock subject to restricted stock awards granted under the 2015 Plan during the last fiscal year to each of our Named Executive Officers, our executive officers, as a group, our directors who are not executive officers, as a group, and all employees who are not executive officers, as a group, and (ii) the dollar value of such restricted stock awards granted.

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(1) Excludes performance-based restricted stock granted during the last fiscal year.

(2) The value of a restricted stock award is based on the aggregate grant date fair value as of the grant date of such award determined pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. See Notes 10 of the notes to our consolidated financial statements contained in our 2024 Annual Report on Form 10-K filed on March 14, 2025, for a discussion of all assumptions made by us in determining the aggregate grant

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date fair value of equity awards.

(3) Represents number of shares of performance-based restricted stock granted during the last fiscal year, assuming achievement of the applicable performance goals at 100% of the target levels. The maximum number of shares of restricted stock that may vest pursuant to such awards is 200% of the target number of shares subject to the awards.

Required Vote and Board of Directors Recommendation

The affirmative vote of a majority of the votes cast at the annual meeting, at which a quorum is present, either in person or by proxy, is required to approve the 2025 Plan. If stockholder approval is not obtained, then the 2025 Plan will not be implemented and no awards will be granted under it. In that event, since the Prior Plan expired on April 1, 2025, the Company will not have an active equity incentive plan under which new awards may be granted and may need to rely solely on cash-based compensation alternatives to attract and retain personnel.

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The Board of Directors recommends a vote “FOR” the 2025 Equity Incentive Plan.

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PROPOSAL NO. 4

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RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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The Audit Committee of the Board has selected BPM LLP (“BPM”) as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ending December 31, 2025. BPM has acted in such capacity since its appointment in fiscal 2004. A representative of BPM is expected to be present at the annual meeting, with the opportunity to make a statement if the representative desires to do so, and is expected to be available to respond to appropriate questions.

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The following table sets forth the aggregate fees billed to us for the fiscal years ended December 31, 2024 and 2023 by BPM:

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Review of Auditor Independence

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The Audit Committee has determined that none of the services rendered by BPM is incompatible with maintaining BPM’s independence as our independent registered public accounting firm.

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Pre-approval of Audit Fees

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The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services, transfer pricing analysis and other services. Pre-approval is generally provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The Audit Committee meets at least quarterly with our management and representatives of our independent registered public accounting firm to, among other things, review the results of the annual audit and quarterly reviews and discuss the consolidated financial statements, review the adequacy of accounting and financial controls, review our critical accounting policies, and review and approve any related party transactions. The Audit Committee meets separately, at least once each quarter, with the independent registered public accounting firm. We maintain procedures for the receipt, retention, and handling of complaints, including complaints made anonymously, which the Audit Committee oversees.

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All services provided by BPM for the fiscal years ended December 31, 2024 and 2023, respectively, were pre-approved by the Audit Committee. During the fiscal year ended December 31, 2024, none of the total hours expended on the Company’s financial audit by BPM were provided by persons other than BPM’s full-time permanent employees.

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Vote Required and Board of Directors Recommendation

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Although ratification by stockholders is not required by law, the Board has determined that it is desirable to request approval of this selection by the stockholders. Notwithstanding its selection, the Board, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Board believes that such a change would be in our best interests and those of our stockholders. If the stockholders do not ratify the appointment of BPM the Board may reconsider its selection.

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The affirmative vote of the holders of a majority of the voting power of the shares of our common stock cast affirmatively or negatively at the annual meeting of stockholders, at which a quorum is present, will be required to ratify the appointment of BPM as our independent registered public accounting firm. Abstentions have no effect on the vote.

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The Board of Directors recommends a vote “FOR” the ratification of the appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.

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AUDIT COMMITTEE REPORT

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The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that AXT specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

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The Audit Committee oversees our financial reporting process on behalf of the Board. Management has the primary responsibility for the consolidated financial statements and the reporting process, including internal control systems. BPM, our independent registered public accounting firm, is responsible for expressing an opinion as to the conformity of our audited consolidated financial statements with accounting principles generally accepted in the United States. The Audit Committee has met with BPM, with and without management present, to discuss the overall scope of BPM’s audit, the results of its examinations and the overall quality of our financial reporting.

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The Audit Committee currently consists of three directors, each of whom, in the judgment of the Board, is an “independent director” as defined in the listing standards for The Nasdaq Stock Market. The Audit Committee acts pursuant to a written charter that has been adopted by the Board. A copy of this charter is posted under the “Investors” section on our website at www.axt.com.

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We have an internal audit function that reports directly to the Audit Committee. The Audit Committee reviews and approves the internal audit plan once a year and receives periodic updates of internal audit activity in meetings held at least quarterly throughout the year. Updates include discussion of audit project results, quarterly assessment of internal controls and risks of fraud.

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The Audit Committee has discussed and reviewed the audited consolidated financial statements with management, and has discussed and reviewed with our independent registered public accounting firm all matters required to be discussed by Auditing Standard No. 1301, as adopted by the Public Company Accounting Oversight Board (United States) (“PCAOB”).

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The Audit Committee has received from BPM the written disclosures and letter required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, discussed with the independent registered public accounting firm any relationships that may impact their objectivity and independence, and satisfied itself as to the independent registered public accounting firm’s independence.

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Based on the review and discussions referred to above, the Audit Committee recommended to the Board that our audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

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EXECUTIVE OFFICERS

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The following sets forth information regarding our current non-director executive officers.

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Gary L. Fischer was appointed as our Vice President, Chief Financial Officer and Corporate Secretary in August 2014. From June 2014 to August 2014, Mr. Fischer served as a financial consultant to the Company. Prior to serving as a financial consultant to the Company, Mr. Fischer served as a consultant to eRide, Inc., a fabless semiconductor company that develops both GPS devices and software for location-based services, since 2009. Prior to that position, Mr. Fischer served as Vice President and Chief Financial Officer of eRide from 2005 until 2009, when eRide was acquired. From 1993 to 2005, Mr. Fischer held various positions at Integrated Silicon Solution, Inc., a leader in advanced memory solutions, most recently as President and Chief Operating Officer. Mr. Fischer has a B.A. degree from the University of California, Santa Barbara, and an M.B.A. from Santa Clara University.

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Information regarding Dr. Morris S. Young, our Chief Executive Officer, is set forth under Proposal No. 1 Election of Directors.

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EXECUTIVE COMPENSATION AND RELATED INFORMATION

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Compensation Discussion and Analysis

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The following compensation discussion and analysis provides information related to the Company’s executive compensation program for our fiscal year ended December 31, 2024, with respect to our Named Executive Officers (“NEOs”), who were:

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Executive Summary

AXT is a materials science company that develops and produces high-performance compound and single element semiconductor substrates, also known as wafers. Our substrate wafers are used when a typical silicon substrate wafer cannot meet the performance requirements of a semiconductor or optoelectronic device. Two of our consolidated subsidiaries produce and sell certain raw materials some of which are used in our substrate manufacturing process and some of which are sold to other companies. 

Performance Highlights 2024:

The Board of Directors focuses on performance and achievements. Some of the highlights in 2024 include:

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Compensation Summary 2024:

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Features of Executive Compensation Program

The Board of Directors establishes non-equity incentive performance targets as well as equity incentive performance targets. Non-equity incentive performance targets are measured against specific financial metrics as well as strategic programs such as strategic planning, business development, market penetration, manufacturing execution and efficiency among other targets. Our executive compensation program includes the following features designed to focus on pay for performance and stockholder value while more closely aligning the interests of our Named Executive Officers with those of our stockholders:

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Overview of Executive Compensation Program and Philosophy

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Our philosophy with respect to our executive compensation program is to provide a total compensation package to our executive team that is competitive with the prevailing practices for our industry and markets. We also believe that there should be a strong link between pay and performance, both at the Company level and the individual level. Although we believe that exceptional individual performance should be rewarded, we believe that such rewards should not be awarded unless there has been strong Company performance together with the strong individual performance.

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Our executive compensation program is intended to attract, motivate and retain the key employees necessary to support our operations and our strategic growth and create value for our stockholders. To meet these objectives, we have adopted the following overarching policies:

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On May 16, 2024, we held a non-binding, stockholder advisory vote on the compensation of our Named Executive Officers, commonly referred to as a say-on-pay vote.  Our stockholders approved the compensation of our Named Executive Officers, with 92.5% of the votes cast in favor of our say-on-pay resolution.  As we evaluated our compensation program throughout fiscal 2024, we were mindful of the strong support our stockholders expressed for our philosophy of linking compensation to performance. For fiscal 2024, our Committee retained our general approach to executive compensation. This included a continued emphasis on pay for performance through the use of cash bonus and performance-based restricted stock awards that reward our Named Executive Officers for achievement of the applicable performance goals.

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Components of Our Executive Compensation Program

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There are five major elements that comprise our executive officer compensation program: (i) base salary; (ii) annual cash bonus, payable quarterly and based on performance; (iii) long-term incentives, such as restricted stock awards; (iv) retirement benefits provided under a 401(k) plan; and (v) perquisites and benefit programs that are generally available to all of our employees. We have selected these elements because each is considered useful and/or necessary to meet one or more of the principal objectives of our compensation policies. Base salary is set with the goal of adequately compensating employees on a day-to-day basis for the time spent and the services they perform. Bonus target percentages are set with the goal of rewarding employees for performance at specified levels of Company financial and individual officer achievement. Both salary and bonus target percentages are also set at levels intended to attract and retain employees. Our restricted stock awards are intended to provide an incentive and reward for the achievement of long-term business objectives, including achievement of our financial goals, our growth, business development, market penetration, product development, upgrades to manufacturing, retaining key employees and more. We believe that these elements of compensation, when combined, are effective, and will continue to be effective, in achieving the objectives of our executive compensation program.

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Oversight of Executive Compensation and Role of the Board, the Committee, and Management

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Our executive compensation program is overseen and administered by the Committee, which is comprised entirely of independent directors as determined in accordance with various Nasdaq and SEC rules. The Committee operates under a written charter adopted by our Board. A copy of the charter is available under the “Investors” section on our website at www.axt.com.

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The Committee meets regularly with our Chief Executive Officer, Dr. Young, to obtain recommendations with respect to Company compensation programs, practices and packages for executives. Dr. Young made recommendations to the Committee on the base salary, bonus targets and equity compensation for the other member of the executive team for fiscal 2024 compensation. The Committee considers, but is not bound by and does not always accept, Dr. Young’s recommendations with respect to executive compensation. For fiscal 2024 executive compensation, the Committee considered the recommendations and Dr. Young’s views on what would motivate his team financially, both in terms of long-term and short-term compensation and approved compensation changes for the Named Executive Officers

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generally in line with his recommendations based on market information provided by Compensia, an independent compensation consulting firm, retained by the Committee.

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Dr. Young attended most of the Committee’s meetings, but the Committee also regularly held executive sessions not attended by any members of management or Dr. Young, a non-independent director. The Committee discussed Dr. Young’s compensation package with him, but made decisions with respect to Dr. Young’s compensation without him present. From time to time the Committee recommends to the Board changes to Dr. Young’s compensation and the independent members of the Board must approve such changes. The Committee has not delegated any of its authority with respect to the compensation of executive officers.

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The practices and policies followed by our Committee in setting executive officer compensation, include the assessment of the appropriate allocation between current base salary compensation, short-term cash bonus compensation, and long-term equity-based compensation. Other considerations include our business objectives, competitive practices and trends, and regulatory requirements. The Committee reviews the executive compensation program applicable to executive officers on at least an annual basis, other than retirement and other generally available benefits, which are reviewed from time to time to ensure that benefit levels remain competitive, but are not included in the annual determination of an executive’s compensation package. In setting compensation levels for a particular executive, the Committee takes into consideration the proposed compensation package as a whole including the proposed performance targets as well as market information (as described further below), the executive’s past and expected future contributions to our business, internal equity, and certain other factors the Committee deems relevant.

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Role of Compensation Consultant

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The Committee has the authority to engage its own independent advisors to assist in carrying out its responsibilities. For a number of years, including 2023 and 2024, the Committee retained Compensia to review our executive compensation practices. Compensia advises the Committee on the principal aspects of executive compensation, including base salaries, bonuses and long-term equity incentives, as well as target total, direct compensation (which consists of salary, target bonus and long-term equity incentives). Compensia also reported on its evaluation of the competitiveness of our executive officer compensation program as compared to peer companies. Compensia provided market information about the competitive framework for executive pay and performance-based incentives. Consistent with the Company’s compensation philosophy, the Committee generally targets the 50^th percentile of the peer group determined by Compensia for each key element of compensation, other than our 401(k) plan and perquisites and benefit programs.

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In 2023 and 2024, representatives of Compensia communicated with the chair of the Committee outside of meetings with the Committee. Compensia reports to the Committee and did not perform services for the Company other than for the Committee. Based on the consideration of the various factors as set forth in the rules of Nasdaq, the Committee does not believe that its relationship with Compensia and the work of Compensia on behalf of the Committee have raised any conflicts of interest.

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Peer Group

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In order to determine each officer’s target total cash compensation (salary and bonuses) in effect at the beginning of fiscal 2024, the Committee reviewed compensation information from a peer group of 16 companies identified by Compensia in August 2023 and reviewed by the Committee, with input from our management. Each company within the peer group is a publicly traded high-technology company. However, given the fact that no U.S. public companies directly compete with AXT, the peer group was composed largely of semiconductor companies, including semiconductor companies that use non-silicon wafer substrates. The peer group consisted of companies that are generally considered “small-cap” companies and included companies with market capitalizations and annual revenues both greater than and less than ours. All are companies in which we believe could compete with us for executive officer talent. The peer group upon which the Committee relied for decisions relating to executive compensation program consisted of the following companies:

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Alpha & Omega Semiconductor Limited

Amtech Systems, Inc.

Applied Optoelectronics, Inc.

Cambium Networks

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CEVA, Inc.

EMCORE Corporation

FARO Technologies

GSI Technology, Inc.

Intevac, Inc.

Iteris

Kopin Corporation

PCTEL, Inc.

Pixelworks

Quantum

Turtle Beach

Vishay Precision Group

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Data on the compensation practices of the above mentioned peer group was gathered by Compensia through publicly available information. The Committee relied upon Compensia to compare compensation levels of our executive officers against the levels for executive officers in applicable roles at the above peer group companies, generally to ensure that our executive compensation program remained competitive in the market for continuing to recruit, retain, and incentivize our executive officers and to reward them appropriately for performance achieved. The data was gathered by Compensia with respect to base salary, bonuses, target total cash compensation, long-term equity incentives, and target total direct compensation. The peer group data was not used for purposes of setting any generally available benefits, such as 401(k) plans or health care coverage.

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Base Salary

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The annual base salaries for our Named Executive Officers in effect during fiscal 2024 were as follows:

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The Committee considered current peer group salary data that it received from Compensia in August of 2023. The data showed that both officers’ salary levels were below the 50th percentile of the peer group. However, there were no base salary adjustments for fiscal 2024 for Dr. Young nor Mr. Fischer because of the semiconductor cyclical downturn. The last salary increase occurred on November 1, 2021, when Dr. Young’s salary was increased to $479,000 and Mr. Fischer’s salary was increased to $354,000.

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Executive Incentive Plan

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The Executive Incentive Plan is an incentive bonus program for key executive officers that is intended to increase stockholder value and the success of the Company by motivating employees to perform to the best of their abilities and achieve the Company’s objectives. As in previous years, the Executive Incentive Plan for fiscal 2024 included performance metrics to reflect certain of the Company’s business objectives set forth in its operating plan for the fiscal year.

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In determining the incentive opportunities for our officers under the Executive Incentive Plan, the Committee considered its philosophy to use total cash compensation (salary plus cash bonus) to recognize appropriately each individual officer’s scope of responsibility, role in the organization, experience and contributions. The Committee believes that the terms and target bonus opportunities of the Executive Incentive Plan are consistent with market information provided by Compensia which displays the 50^th percentile of the peer group as reviewed by the Committee in Q4 2023.

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The Executive Incentive Plan is administered by the Committee, provided that the actual bonus payment for our Chief Executive Officer is subject to the approval of the Board. The Committee, in its sole discretion, selects the eligible employees who will be participants for any performance period. Participation in the Executive Incentive Plan is in the sole discretion of the Committee, on a performance period by performance period basis. Dr. Young also presents bonus amounts intended for other executives which are discussed by the Committee. For fiscal 2024, each of our Named Executive Officers participated in the Executive Incentive Plan.

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Under the Executive Incentive Plan, the Committee, in its sole discretion, establishes a target award for each NEO, which may be a percentage of a participant’s annual base salary as of the beginning or end of the performance period, a fixed dollar amount, or such other amount based on such other formula as the Committee determines. Each performance period, the Committee, in its sole discretion, will establish a bonus pool, which pool may be established before, during or after the applicable performance period. Actual awards will be paid from the bonus pool. The Committee, in its sole discretion, determines the performance goals applicable to any target award. The performance goals are financial targets or other objective goals, but the Executive Incentive Plan also allows subjective criteria to be included. The Committee also has the discretion to increase, decrease or eliminate any award under the Executive Incentive Plan.

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Each actual award, if any, is paid solely from the general assets of the Company. Payment of each actual award shall be made as soon as practicable after the end of the performance period to which the actual award relates and after the actual award is approved by the Committee, but generally not later than March 15 of the year immediately following completion of the performance period. Each actual award is paid in cash (or its equivalent) in a single lump sum.

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In establishing the incentive bonus program for fiscal 2024 under the Executive Incentive Plan, the Committee set four quarterly performance periods, coinciding with the quarterly corporate objectives set forth in the Company’s annual operating plan for fiscal 2024 (the “Operating Plan”). The Committee determined that actual awards would be based upon achievement of corporate financial targets (the “Corporate Targets”) and individual performance. Achievement of the Corporate Targets represented 60% of the actual award, and individual performance represented 40% of the actual award.

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The Operating Plan was approved by the Board to guide and drive the Company’s business for the fiscal year, developed with consideration for the markets in which the Company competes, and designed to result in improved business performance for the Company. Individual performance under the Executive Incentive Plan also was assessed by the Committee based on actual performance as compared to agreed upon performance targets and the Committee’s expectations that the individual will perform at high levels in his roles and responsibilities and make significant contributions individually in achieving the Operating Plan goals and objectives.

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The Corporate Targets were comprised of the following four financial targets, determined on accounting principles generally accepted in the United States (“GAAP”) basis: (1) total revenue (“Total Revenue Target”), (2) gross profit (“Gross Profit Target”), (3) operating expense (“Operating Expense Target”) and (4) net income (“Net Income Target”). The actual quarterly Corporate Targets were set forth in the Operating Plan, and approved by the Board in February 2024. The Committee made no change to the structure and weighted components used in the previous year. The Corporate Targets were weighted 10% for each of the Total Revenue Target, Gross Profit Target and Operating Expense Target and 30% for the Net Income Target for a total of 60% of the target award. Individual performance targets are both objective, for example penetrating specific new accounts, proper supervision and development of key executives, proper corporate financial reporting and controls, corporate training sessions, progress on the possible IPO in China, and subjective such as corporate leadership, company culture and dedication.

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The Committee approved threshold, target and maximum levels of performance that were required to be achieved with respect to the Corporate Targets for each of the four quarters in 2024 and their corresponding bonus payout eligibility levels, as follows:

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Executive Incentive Plan Corporate Targets for 2024

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For fiscal 2024, for each 1% increase in the performance of a Corporate Target over the threshold, the actual award increased by 1%, up to a maximum of 150%. The Net Income Target was required to be achieved at a minimum of 70% of the Operating Plan for threshold achievement, 100% of the Operating Plan for target achievement, and 150% or greater under the Operating Plan for maximum achievement. The applicable weighted portion of the target award payable for each fiscal quarter could vary from 70% at threshold achievement of the Net Income Target to 150% at maximum achievement of the Net Income Target, with target achievement of the Net Income Target resulting in 100% payout with respect to the portion of the target award attributable to the Net Income Target. Each of the Total Revenue Target, Gross Profit Target, and Operating Expense Target (each, an “Additional Target”) was required to be achieved at a minimum of 90% of the Operating Plan for threshold achievement, 100% of the Operating Plan for target achievement, and 150% or greater under the Operating Plan for maximum achievement. Based on actual performance, the applicable weighted portion of the target award payable for each fiscal quarter could vary from 90% at threshold achievement of the applicable Additional Target to 150% at maximum achievement of the applicable Additional Target, with target achievement of the applicable Additional Target resulting in 100% payout with respect to the portion of the target award attributable to that performance objective.

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For fiscal 2024 the financial targets for revenue, gross profit, operating expense and net income were as follows:

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The resulting achievement for the financial targets was as follows:

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Individual performance was weighted at 40% of the target award and the individual portion of the award payable was capped at 150% of the individual target award. For fiscal 2024, the Committee made assessments regarding individual performance on a quarterly basis with the assistance of the CEO for the Named Executive Officer other than himself. The determination was based on actual performance as compared to agreed upon performance targets and the Committee’s general assessment of the named executive officer’s roles, responsibilities, and expected contributions individually in achieving the Operating Plan goals and objectives, for the applicable fiscal quarter.

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The fiscal 2024 annualized target bonus opportunity, expressed in dollar amount as a percentage of the named executive officer’s base salary earned during fiscal 2024 is as set forth below. The target bonus for both Dr. Young and Mr. Fischer, as a percentage of salary , was approximately 8% below the peer group midpoint.

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As displayed above, almost all of the financial metrics were met or exceeded in 2024. However, after consideration and discussion, the Committee and management agreed to forgo cash awards after the first quarter and convert the calculated cash bonus amounts for quarters 2, 3 and 4 into four-year vesting Restricted Stock Awards. The first section of the following chart shows the actual bonus paid out in cash in 2024. The second section of the chart shows the dollar value calculated of which only the First Fiscal Quarter was paid out in cash and the remaining three quarters were converted into Restricted Stock Awards.

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The Executive Incentive Plan reflects the challenges and difficulties in achieving goals and objectives set forth in the Operating Plan to drive the Company’s performance for the fiscal year. Achievement of either target or maximum payout requires significant efforts by the Named Executive Officers and very high levels of Company performance.

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Determination of Target Bonus Amounts for Fiscal 2025

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For fiscal 2025, the Committee selected Dr. Young and Mr. Fischer as the participants in the Executive Incentive Plan and divided the fiscal year into four quarterly performance periods. As previously described, achievement of the Corporate Targets represents 60% of the actual award, and achievement of the Individual Targets represents 40% of the actual award. Achievement of the Individual Targets, representing 40% of a participant’s target award, will be determined each quarter by the Committee, pursuant to objectives established by the Committee for each such participant. Each participant’s target award will be based on a percentage of such participant’s annual base salary at the beginning of each quarterly performance period. Due to the current uncertainty resulting from import tariffs in the United States and export permit requirements in China, the Committee has not finalized the Corporate Targets in the Operating Plan or the cash bonus targets for 2025.

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As explained in the cash bonus portion of this report, after the first quarter no further cash bonuses were paid to the NEOs. Instead, the calculated cash bonuses were converted to four-year vesting Restricted Stock Awards. The conversion price per share was the average price over the recent 30-day closing price of AXTI stock. The conversion price for quarters 2, 3 and 4 were $3.10, $2.46 and $2.16, respectively. The following table shows the shares granted

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instead of cash;

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Long-Term Incentive Compensation

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Since 2020, we have provided long-term incentive compensation through grants of restricted stock awards that generally vest over four years. Our equity compensation program is intended to align the interests of our officers with those of our stockholders by creating an incentive for our officers to maximize stockholder value. The equity compensation program also is designed to encourage our officers to remain employed with us despite a very competitive labor market. The Committee believes that appropriate equity incentives are critical to attracting and retaining the best employees in the industry, and that stock awards can be an effective tool for meeting our compensation goal of increasing long-term stockholder value by tying the value of the stock awards to our performance in the future. Compensia provides data derived from our peer group of 16 companies and the Committee used this information in granting restricted stock awards and in determining restricted stock to be the type of award.

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Typically, the Committee and Board provide an annual grant of restricted stock in Q4 of each year. The Board has determined that 50% of the annual award will vest based on achievement of a specific financial performance metric for the upcoming year, in addition to being subject to four-year time vesting. If at least a minimum threshold of the metric is not met, then all of the shares linked to such performance metric are forfeited. Reciprocally, if the threshold is exceeded, additional equity incentives will be earned, still subject to four-year vesting. Historically, we have had strong support from our stockholders regarding our philosophy of linking compensation to performance. We believe our equity incentive program is consistent with the Company’s performance-based pay philosophy and prevalent practices among our peer group.

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The number of shares of our common stock subject to stock awards the Company grants to each executive officer generally is based initially on a specified award value that the Committee considers when reviewing market data provided by Compensia. Accordingly, the actual number of shares underlying the stock award may vary depending on fluctuations in stock price. The size of the stock awards and the vesting schedule for each grant are determined based on a variety of factors, including the Committee’s goal to increase the proportion of compensation awarded to executive officers as long-term incentive compensation. For fiscal 2024, in determining the stock awards to be granted to our Named Executive Officers, the Committee considered in particular Company and individual performance, and was assisted by the peer group information provided by Compensia to review the award value and appropriateness of the awards based on market practices. Consistent with our award granting practices in fiscal 2024, we granted stock awards in the form of restricted stock to our Named Executive Officers for fiscal 2025. The Company has not granted stock options since 2019 and did not grant stock options to any employees in 2024.

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On November 8, 2023 the Committee and the Board determined the number of restricted stock awards to be granted for 2024 and 50% of the award was granted on November 10, 2023. The remaining 50% would be performance-based. On February 20, 2024, the Committee and the Board approved the issuance of the target performance-based restricted stock as previously determined with a grant date of February 23, 2024. The financial metric identified was fiscal 2024 total Company revenue, determined in accordance with GAAP, of $85,000,000 (at target achievement). If

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less revenue or more revenue is achieved, then less or more shares would be earned. The following table shows the targeted range of revenue for fiscal 2024:

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The following table shows the performance-based restricted stock awards, target and maximum, available to Dr. Young and Mr. Fischer and represent the second 50% of the awards previously determined for fiscal 2024.

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Based on review of the peer group data in Q4 2023, the Committee determined that the long-term equity incentive awards for both Dr. Young and Mr. Fischer (based on the target level with respect to the performance-based stock awards) granted in the fourth quarter of 2023 and first quarter of 2024 together approximated the 50^th percentile of the peer group.

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On February 18, 2025, the Committee met and certified that the annual revenue achieved for fiscal 2024, was $99.4 million thus exceeding the maximum required to achieve 200% of the targeted performance-based restricted stock awards..

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The evaluation process was repeated in the fall of 2024, looking ahead to the year 2025. Using the data provided by Compensia that was based on our peer group as described above, on November 11, 2024, the Committee and the Board determined the full amount of the restricted stock award to be granted to each Named Executive Officer and the Committee and the Board approved the issuance of 50% of that amount with a grant date of November 11, 2024. Approval for the remaining 50% (the performance-based award) was expected in Q1 2025.

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The following table shows the equity awards granted to Dr. Young and Mr. Fischer with a grant date of November 11, 2024 and represent 50% of the total awards to be awarded. The shares awarded with a grant date of November 11, 2024 are time-vested, vesting annually over four years subject to continued service:

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The following table shows the performance-based equity awards granted to Dr. Young and Mr. Fischer with a grant date of February 18, 2025 and represent the target and maximum amount for the second 50% of the awards determined by the Committee and the Board on November 11, 2024 for fiscal 2025. If the target financial metric is exceeded, additional shares are earned on a linear basis and the maximum additional shares earned is capped at 100% of the target. If the minimum financial metric is not achieved, then these awards are forfeited based upon the pre-determined revenue metric for the year ending December 31, 2024:

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On some occasions, the Committee and Board may elect to award a special grant in recognition of meritorious efforts and achievements. In fiscal 2024, no special grants were awarded.

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Retirement Benefits under the 401(k) Plan, Executive Perquisites and Generally Available Benefit Programs

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We do not maintain a deferred compensation plan, other than our AXT, Inc. Employee Savings and Retirement Plan (the “401(k) Plan”). The 401(k) Plan is available to all full-time U.S. based employees, including the Named Executive Officers. Under the 401(k) Plan, participating employees are eligible to receive matching contributions from us that are subject to certain vesting requirements based on service with us. We do not provide defined benefit pension plans or defined contribution retirement plans to our executives or other employees other than the 401(k) Plan.

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We also offer a number of other benefits to our U.S. based employees, including the Named Executive Officers, pursuant to benefit programs that provide for broad-based employee participation. These benefit programs include medical, dental and vision insurance, long-term and short-term disability insurance, life and accidental death and dismemberment insurance, health and dependent care flexible spending accounts, wellness programs, relocation/extended travel programs and services, educational assistance and certain other benefits.

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The 401(k) Plan and other generally available benefit programs allow us to remain competitive for key employees, and we believe that the availability of the benefit programs generally enhances employee productivity and loyalty. The main objectives of our benefit programs are to give our employees access to quality healthcare, assistance in achieving retirement financial goals and enhanced health and productivity. These generally available benefits typically

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do not specifically factor into decisions regarding an individual executive’s total cash compensation or equity award package.

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Anti-Hedging and Anti-Pledging Policies

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Our Insider Trading Policy restricts the trading of the Company’s stock by our directors, executive officers and all other employees and includes rules regarding trading on insider information, trading windows, trading under a 10b5- 1 plan and blackout periods as declared by us. Hedging transactions, such as zero-cost collars, forward sale contracts, puts, calls or other derivative securities involving the Company’s stock on an exchange or in any other organized market, are prohibited. Short sales, margin accounts and pledges are also prohibited.

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Forfeiture of Awards

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We adopted a clawback policy, effective as of November 8, 2023, that complies with the new SEC rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

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Under our 2015 Equity Incentive Plan, we may specify in an agreement governing the terms of an award granted under such plan to a participant, including awards granted to our executive officers, that the participant’s rights, payments, and benefits with respect to the award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of the award. Such events may include, but will not be limited to, fraud, breach of a fiduciary duty, restatement of financial statements as a result of fraud or willful errors or omissions, termination of employment for cause, violation of material Company, affiliate and/or subsidiary policies, breach of non-competition, confidentiality, or other restrictive covenants that may apply to the participant, or other conduct by the participant that is detrimental to the business or reputation of the Company, its affiliates and/or its subsidiaries. We also may require the application of such forfeiture provision with respect to any award previously granted to a participant (“clawback”) even without any specified terms being included in any applicable award agreement to the extent required under applicable laws, such as pursuant to our clawback policy adopted in 2023, as described above.

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Change in Control and Severance Benefits

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Employment of each of our Named Executive Officers is on an “at-will” basis. We previously entered into employment agreements with Dr. Young and Mr. Fischer pursuant to which they may become entitled to certain compensation and other benefits in connection with certain terminations of employment, including in connection with a change in control of the Company. The Board and Committee believe that these payments and benefits are important in encouraging our executive management team’s continued attention, dedication and continuity with respect to their roles and responsibilities without the distraction that may arise from the possibility of a change in control of the Company or termination by the Company, and that these payments and benefits provide incentive for the executives to continue employment with the Company. The Committee believes that these severance arrangements are competitive relative to the severance arrangements of similarly situated individuals at peer group companies, as periodically reviewed by the Committee with the assistance of Compensia.

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Accounting and Tax Considerations

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In designing our compensation programs, we take into consideration the accounting and tax effect that each element will or may have on us and the executive officers and other employees as a group. We account for stock awards in accordance with the requirements of Financial Accounting Standard Board Accounting Standards Codification (“ASC”) Topic 718. We have not provided any executive officer or director with a gross-up or other reimbursement for tax amounts the executive might pay in relation to Sections 280G and 4999 or Section 409A of the Internal Revenue Code. Section 280G and related Internal Revenue Code sections provide that executive officers, directors who hold significant stockholder interests and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change of control that exceeds certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional tax. Section 409A also imposes additional significant taxes in the event that an executive officer, director or service provider receives “deferred compensation” that does not meet the requirements of Section 409A. We structure our equity awards in a manner intended to comply with the applicable Section 409A requirements.

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As a result of changes to Section 162(m) of the Internal Revenue Code pursuant to the Tax Cuts and Jobs Act of 2017 (the “TCJA”), effective for tax years beginning after December 31, 2017, the exemption for “performance-based compensation” under Section 162(m) has been repealed. Accordingly, compensation paid to our covered employees to whom Section 162(m) applies no longer will be deductible to us to the extent that their compensation individually exceeds $1 million, unless it qualifies for limited transition relief applicable to certain written arrangements in place as of November 2, 2017. Stock options granted under the 2015 Plan and certain stock options granted under our 2007 Plan to our Named Executive Officers prior to November 2, 2017, are intended to qualify under Section 162(m) as performance-based compensation. However, given various uncertainties relating to the transition relief under the TCJA, no assurances can be given as to whether the arrangements entered into before November 2, 2017, will qualify as “performance-based compensation” that would be exempt from the $1 million deductibility limit under Section 162(m).

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Compensation Committee Report

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The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that AXT specifically incorporates it by reference into a document filed under the Securities Act or the Exchange Act.

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We, the Compensation Committee of the Board of Directors of AXT, Inc., have reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. Based on such review and discussion, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

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Summary Compensation Table

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The following table sets forth information concerning the compensation earned during the fiscal years ended December 31, 2024, 2023 and 2023, by our current Chief Executive Officer and our Chief Financial Officer (together, the “Named Executive Officers”):

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Grants of Plan-Based Awards

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The following table sets forth certain information with respect to restricted stock awards and other plan-based awards granted to our Named Executive Officers during the fiscal year ended December 31, 2024:

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2024 GRANTS OF PLAN-BASED AWARDS FROM THE 2015 PLAN &

Threshold, Target and Maximum Available under Executive Incentive Plan

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