DEF 14A of Axcelis Technologies Inc, Mar 31, 2025

DEF 14A of Axcelis Technologies Inc

Filed Mar 31, 2025 · FY20240001104659-25-029630

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Board has nominated eight directors for re-election at the 2025 annual meeting of stockholders, all of whom have terms ending at the 2026 annual meeting. All of the nominees were elected to terms of one year at the 2024 annual meeting. Dipti Vachani, one of our incumbent directors, has declined to be nominated for re-election at the 2025 annual meeting. Ms. Vachani’s service as Board member will end at the 2025 annual meeting, and the Company expresses appreciation for her contributions. Accordingly, our Board of Directors has nominated all of the current directors, other than Ms. Vachani, for re-election at the 2025 annual meeting. Each nominated director will, if elected, hold office for a term of one year until our annual meeting in 2026 and until the director’s successor is elected and qualified. Each of the Board’s nominees has consented to serve if elected. However, if prior to the 2025 annual meeting, any nominee is deemed unable to serve, proxies will be voted for any other candidate nominated by the Board. The Board recommends a vote FOR each of the eight Axcelis nominees. The seven independent nominees represent a balance of long tenured and newer directors with a strong mix of relevant experience. Axcelis’ Nominating and Governance Committee and Board have evaluated each of the Axcelis nominees against the factors and principles Axcelis uses to select nominees for director discussed below under “Corporate Governance — Board Nomination Process and Requirements.” All of the seven independent director nominees joined the Board in 2015 or later, with three (43%), joining the Board in 2022 or later. Our director nominees bring a strong mix of experience that supports the Company’s strategy to continue its growth as a supplier of capital equipment to the global semiconductor industry, as shown in the chart below:

  2. PROPOSAL 1: ELECTION OF DIRECTORS

    | | Public Company CEO | Semiconductor industry | Capital Equipment | Global Experience | Customer Viewpoint (including expertise in sales and marketing) | Finance/ Accounting/ Capital Markets | M&A Management | Cybersecurity Risk Management | | Chiu | ✓ | ✓ | | ✓ | ✓ | | | | | Graves | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Kurtzwell | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Low | | ✓ | ✓ | ✓ | ✓ | | | | | Quirk | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | | Sayiner | ✓ | ✓ | | ✓ | ✓ | | ✓ | | | St. Dennis | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | | | Titinger | ✓ | ✓ | ✓ | ✓ | ✓ | | ✓ | ✓ |

  3. PROPOSAL 1: ELECTION OF DIRECTORS

    In addition to our nominees’ experience-based skills, we are proud of the diversity represented by the slate of nominees, which includes Ms. Quirk, a woman, Mr. Titinger, with Hispanic ethnicity, and Dr. Chiu, with Asian ethnicity. As disclosed above, three of the nominees are not white non-Hispanic men, representing 38% of all nominees for election at the 2025 Annual Meeting. Based on this evaluation of skills and attributes, our Nominating and Governance Committee and Board have concluded that it is in the best interests of Axcelis and its stockholders that each of the proposed nominees listed below be elected to serve as a director of Axcelis for a one year term.

  4. PROPOSAL 1: ELECTION OF DIRECTORS

    | 2025 Nominees for Election to the Axcelis Board of Directors | | | Tzu-Yin (“TY”) Chiu, Ph.D.: director since 2018, age 68 | | | Business Experience and Other Directorships | Experience, Qualifications and Attributes | | Dr. Tzu-Yin Chiu serves as President of National Silicon Industry Group (“NSIG”), a position he has held since April 2020. NSIG is the parent company of Shanghai Simgui Technology Co., Ltd., Shanghai Xinsheng Semiconductor Technology Co., Ltd (known as “Zing Semi”), and Okmetic, based in Finland, all providers of high-quality semiconductor wafer research and development, production, and sales. Dr. Chiu has served as CEO of Zing Semi from 2019 but has informed us of his intention to resign in early 2025. NSIG also holds a minority interest in Soitec, which designs and manufactures innovative semiconductor materials, based in France. Dr. Chiu retired as the nonexecutive Vice Chairman of Semiconductor Manufacturing International Corporation (“SMIC”), a leading semiconductor foundry in China, in 2018. Dr. Chiu served in that position following his retirement as SMIC’s CEO in 2017, a position he assumed in 2011, at which time he also joined the SMIC Board. Between 2009 and 2011, Dr. Chiu served as Chief Executive Officer of Hua Hong Semiconductor Limited (known as “HHNEC”), a global, leading pure-play foundry, headquartered in China. From 2005 to 2009, Dr. Chiu worked at other chip manufacturers in Asia, having first worked at SMIC from 2001 to 2005 as Senior Vice President, Operations. Prior to joining SMIC, Dr. Chiu was a Senior Director Fab Operations at Taiwan Semiconductor Manufacturing Company Limited. Dr. Chiu worked at AT&T/Bell Labs from 1984 to 1996, as the head of the High-Speed Electronics Department and Silicon Research Operations Department. In addition, Dr. Chiu has served as Vice Council Chairman of China Semiconductor Industry Association (CSIA) and a board member of Global Semiconductor Alliance (GSA). In addition to serving on the Board of NSIG, Dr. Chiu also serves as a director of EverDisplay Optronics (Shanghai) Co., Ltd., Ascend Power, and New Ray Mask, where he serves as Chairman of the Board. He also serves on the Engineering Advisory Board of University of California, Berkeley, and the external Advisory Board of Tsinghua-Berkeley Institute. | Dr. Chiu has over 30 years’ experience in the semiconductor industry and a track record of managing successful semiconductor manufacturing companies at the executive level. Dr. Chiu’s expertise spans technology research, business development, operations and corporate management. His familiarity with the Chinese semiconductor market has been particularly valuable to Axcelis as that market has grown. Dr. Chiu has served on the Technology and New Product Development Committee since his election in May 2018 and served on the Nominating and Governance Committee from 2018 to May 2024. The Board highly values his contributions in these roles. |

  5. PROPOSAL 1: ELECTION OF DIRECTORS

    | Gregory B. Graves: director since 2024, age 64 | | | Business Experience and Other Directorships | Experience, Qualifications and Attributes | | Mr. Graves served as Chief Financial Officer of Entegris, Inc., a leading supplier of advanced materials and process solutions for the semiconductor industry from 2007 to May 2023, and retired from Entegris in July 2023. In addition to the CFO title, Mr. Graves was also Entegris’s Executive Vice President and Treasurer. Prior to becoming CFO, Mr. Graves held various positions at Entegris in business development, strategic planning and finance since 2002. Prior to 2002, Mr. Graves held positions in investment banking and corporate development, including at U.S. Bancorp Piper Jaffray and at Dain Rauscher. Mr. Graves currently serves as a director of Laird Superfood, Inc., a plant-based food company; SkyWater Technology, Inc., a US semiconductor foundry; and Janel Corporation, a global logistics provider. He previously served as a director of Plug Power Inc., an energy solutions provider, until June 2019. | Mr. Graves’ background in accounting and finance, and his experience as a long-serving chief financial officer for a supplier to the semiconductor industry, give him valuable insight on finance and business development matters in our industry, which is highly valued by our Board. Since his appointment to the Board in February 2024, Mr. Graves has served as a member of the Axcelis Audit Committee and Compensation Committee. The Board highly values his contributions in these roles. |

  6. PROPOSAL 1: ELECTION OF DIRECTORS

    | John T. Kurtzweil: director since 2015, age 68 | | | Business Experience and Other Directorships | Experience, Qualifications and Attributes | | Mr. Kurtzweil has served as an independent consultant since 2018, which includes periodically serving as an interim Chief Financial Officer for his clients. Mr. Kurtzweil is also engaged in cybersecurity matters, holding a certificate in cybersecurity oversight from Carnegie Mellon University. This background enables him to assist the Company, other boards, and his consulting clients in assessing their cybersecurity defenses and incident preparedness. From July 2017 to November 2018, Mr. Kurtzweil served as the Chief Financial Officer of Akoustis Technologies, Inc., an RF filter semiconductor company. From 2015 to March 2017, Mr. Kurtzweil was VP Finance of Cree, Inc., a provider of light emitting diode, lighting, and semiconductor products, and Chief Financial Officer of its subsidiary, Wolfspeed, a Cree Company. He was an independent consultant from October 2014 to June 2015. From 2012 until 2014, Mr. Kurzweil served as Senior Vice President, Chief Financial Officer and Special Advisor to the CEO of Extreme Networks, Inc., a provider of open networking innovations. From 2006 to 2012, Mr. Kurtzweil served as Executive Vice President, Finance and as Chief Financial Officer and Treasurer of Cree, Inc. From 2004 to 2006, Mr. Kurtzweil was Senior Vice President and Chief Financial Officer at Cirrus Logic, Inc., a fabless semiconductor company. Mr. Kurtzweil served on the Board of SkyWater Technology, Inc., a US semiconductor foundry until May 2024. | Mr. Kurtzweil brings to the Board significant senior executive leadership experience, including nineteen years as chief financial officer of publicly traded technology companies and placing an aggregate of over $2.0 billion in equity and debt instruments. His technology industry experience includes several M&A transactions and when combined with his treasury experience, gives him a valuable perspective as a director. Mr. Kurtzweil has developed an advanced understanding of cybersecurity strategies through a certificate program at Carnegie Mellon University. His qualifications to serve as a director also include that he is a certified public accountant and certified management accountant, his cybersecurity oversight expertise, his financial market experience, training through the Stanford Directors College, active membership with National Association of Corporate Directors and his qualifications as an audit committee financial expert. Mr. Kurtzweil has served on the Audit Committee since his election to the Board in May 2015, serving as Chairperson since February 2017. He served on the Compensation Committee from 2015 to 2024 and has served on the Nominating and Governance Committee since May 2024. The Board highly values his contributions in these roles. |

  7. PROPOSAL 1: ELECTION OF DIRECTORS

    | Russell J. Low, Ph.D.: director since 2023, age 54 | | | Business Experience and Other Directorships | Experience, Qualifications and Attributes | | Dr. Low is our President and Chief Executive Officer, a position he assumed in May 2023. Prior to that, beginning in 2021, he was our Executive Vice President, Global Customer and Engineering Operations. Dr. Low joined Axcelis in 2016 as Executive Vice President, Engineering. Prior to joining the Company, Dr. Low held the position of Vice President of Engineering, MOCVD Business Unit at Veeco Instruments since 2013, prior to which he was Veeco’s Senior Director of Engineering, Molecular Beam Epitaxy Business Unit beginning in 2012. From 2003 to 2012, Dr. Low held a number of positions at Varian Semiconductor Equipment Associates, most recently as Director of Technology. Prior to that, Dr. Low held engineering positions in the thermal processing and ion implant divisions of Applied Materials, Inc. from 1997 to 2003. Dr. Low serves on the North American Advisory Board (NAAB) of SEMI International and is a member of the Massachusetts High Tech Council. Dr. Low is not currently serving on any other public company Boards. | Dr. Low’s technical understanding, extensive management experience at the Company, and more broadly in our industry, contributed to his selection as Axcelis’ next Chief Executive Officer and President beginning in May 2023. As such, Dr. Low’s contributions to Board discussions are essential as the Company moves forward. Dr. Low’s leadership of the Company’s Engineering and Global Customer Operations functions during a period of improving financial performance and market share, were highly valued by the Board. | | Jeanne Quirk: director since 2022, age 55 | | | Business Experience and Other Directorships | Experience, Qualifications and Attributes | | Ms. Quirk is the Senior Vice President, Mergers and Acquisitions, for TE Connectivity, a position she has held since 2015. TE Connectivity (formerly known as Tyco Electronics Ltd.) is a manufacturer of connectivity and sensor solutions for a variety of industries including automotive, industrial and semi-conductor equipment, data communication systems, aerospace, defense, oil and gas, medical and renewables. She brings extensive experience in leading the development of organic and inorganic strategies and the execution of successful mergers, acquisitions, and divestitures. Prior to joining TE, Ms. Quirk worked at PricewaterhouseCoopers for 10 years where she assisted a broad range of strategic buyers and financial sponsors with their acquisitions. Ms. Quirk is not currently serving on any other public company Boards. | Ms. Quirk has over 30 years’ experience in the electronics industry, focused on inorganic growth, which is an area of interest for the Company. Ms. Quirk has served on the Audit Committee and the Nominating and Governance Committee since her election in February 2022, assuming the role of Chairperson of the Nominating and Governance Committee in May 2024. The Board highly values her contributions in these roles. |

  8. PROPOSAL 1: ELECTION OF DIRECTORS

    | Necip Sayiner: director since 2024, age 59 | | | Business Experience and Other Directorships | Experience, Qualifications and Attributes | | Dr. Sayiner served as the Executive Vice President of Renesas Electronics Corporation, a company engaged in the research, development, design, manufacture, sale, and servicing of semiconductor products, from February 2017 to March 2019, also serving as President of Renesas Electronics America from July 2017 to March 2019. Previously, he was the President, Chief Executive officer and a director of Intersil Corporation, a leading provider of innovative power management and precision analog solutions, from March 2013 until its acquisition by Renesas Electronics Corporation in February 2017. Prior to Intersil, from September 2005 to April 2012, he served as president and chief executive officer, and director of Silicon Laboratories, a fabless semiconductor company engaged in the design of analog-intensive, mixed signal integrated circuits. Dr. Sayiner served as Chairman of the Semiconductor Industry Association (“SIA”), from December 2015 to November 2016 and as Vice Chairman from November 2014 to December 2015. Dr. Sayiner was initially appointed to the Board of the SIA in September 2013. Dr. Sayiner also serves as a director on the board of Rambus, Inc., a manufacturer of semiconductor chips and IP that advance data center connectivity, and on the board of Sandisk Corporation, a global Flash and advanced memory technology innovator. He previously served as a director of Power Integrations, Inc., a semiconductor manufacturing company, until May 2023. | Dr. Sayiner’s deep knowledge of the semiconductor industry from his career at chip design and device manufacturing companies provides the Axcelis Board with valuable input from the customer perspective. His experience as chief executive officer, extensive engineering experience, and track record of strong revenue and profitability growth are all highly valued by our Board. Since his appointment to the Board in February 2024, Dr. Sayiner has served as a member of the Technology and New Product Development Committee and the Compensation Committee. |

  9. PROPOSAL 1: ELECTION OF DIRECTORS

    | Thomas St. Dennis: director since 2015, age 71 | | | Business Experience and Other Directorships | Experience, Qualifications and Attributes | | Thomas St. Dennis is the non-executive Chairperson of FormFactor, Inc., a leading provider of semiconductor wafer test technologies and expertise, a position he assumed in 2016. Previously, Mr. St. Dennis served as FormFactor’s Executive Chairperson beginning in 2013, and as its Chief Executive Officer from 2010 to 2014. Mr. St. Dennis held various positions at Applied Materials, Inc., a semiconductor equipment manufacturer, from 1992 to 1999 and again from 2005 to 2009. His most recent role at Applied Materials was as Senior Vice President and General Manager of the Silicon Systems Group. From 2003 to 2005, Mr. St. Dennis was Executive Vice President of Sales and Marketing at Novellus Systems, Inc., a semiconductor capital equipment manufacturer. Mr. St. Dennis currently serves on the boards of directors of FormFactor and Veeco Instruments Inc., a company that designs, manufactures and markets thin film equipment for semiconductor processing applications. | Mr. St. Dennis’ prior experience in the semiconductor equipment industry as well as his extensive international business background make him an effective advisor to the Board regarding strategic and marketing issues. His experience and skills are highly valued by our Board. Mr. St. Dennis has served on the Nominating and Governance Committee and the Technology and New Product Development Committee since his election to the Board in May 2015. Beginning in May 2020, Mr. St. Dennis was appointed Chairperson of the Technology and New Product Development Committee. The Board highly values his contributions in these roles. |

  10. PROPOSAL 1: ELECTION OF DIRECTORS

    | Jorge Titinger: director since 2019, age 63 | | | Business Experience and Other Directorships | Experience, Qualifications and Attributes | | Mr. Titinger has served as the Company’s independent Chairperson of the Board since May 2024, prior to which he served as the Board’s Lead Director, beginning in May 2023. Mr. Titinger serves as principal of Titinger Consulting, a private consulting and advisory service provider founded by Mr. Titinger in 2016. Beginning in 2012, Mr. Titinger served as President and Chief Executive Officer of Silicon Graphics International Corp., a producer of computer hardware and software, which was acquired by Hewlett Packard Enterprise in 2016. From 2008 to 2011, Mr. Titinger served in various offices at Verigy Ltd., a provider of semiconductor automatic test equipment, ending as President and Chief Executive Officer in 2011. Prior to his service at Verigy, Mr. Titinger held executive positions with FormFactor, Inc. from 2007 to 2008, and KLA-Tencor Corporation from 2002 to 2007. Mr. Titinger served as a director of Xcerra Corporation, a provider of semiconductor and electronics test products and services from 2012 until it was acquired by Cohu, Inc., a supplier of semiconductor test and inspection equipment, in 2018. Mr. Titinger served on the Board of Directors of Cohu, Inc. from 2018 to 2021. Mr. Titinger currently serves as a director of (i) FormFactor, a leading provider of semiconductor wafer test technologies and expertise; (ii) CalAmp Corp., a provider of mobile resource management telematics systems, software, and subscription services for the Internet of Things market; and (iii) Ichor Holdings, Ltd. (also known as Ichor Systems), a leader in the design, engineering and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment. | Mr. Titinger’s prior experience in the semiconductor industry as well as his extensive international business background make him an effective advisor to the Board regarding strategic and marketing issues. His leadership experience and skills are highly valued by our Board. Mr. Titinger also brings cybersecurity expertise, given his participation on the Cybersecurity and Data Privacy Committee of the Board of CalAmp Corp., a company that provides solutions to help organizations worldwide to monitor, track, and protect their data and vital assets. In addition, when Mr. Titinger served as an executive at KLA-Tencor Corporation, he was responsible for cybersecurity, managing that company’s CIO and the CISO. Mr. Titinger has served as Chairperson of our Compensation Committee since May 2022 and as Chairperson of the Board since May 2024, after serving a year as Lead Director. The Board highly values his contributions in these roles. |

  11. BOARD OF DIRECTORS

    BOARD OF DIRECTORS

  12. Compensation of Directors

    Compensation of Directors The Nominating and Governance Committee has responsibility under its charter to review and recommend non-employee director compensation for adoption by the full Board. Non-employee director compensation is approved by the full Board of Directors on the recommendation of the Nominating and Governance Committee. 2024 Director Cash Compensation. Our non-employee director cash compensation in effect during 2024 consisted solely of annual cash retainers, paid quarterly in advance. Non-employee director cash compensation in effect during the first half of 2024 was set on July 1, 2020 and reviewed in May 2022, using a Pearl Meyer report comparing the Company’s non-employee Board compensation to that provided by the companies in our executive compensation peer group. The 2022 report showed that the 2020 retainers for each category of director service were set at approximately the median for each category. Accordingly, no change was made to non-employee director cash compensation in 2022. Following the Board’s practice of reviewing Board compensation every other year, no review was undertaken in 2023. Director cash compensation was reviewed by the Nominating and Governance Committee and full Board in May 2024, using a Pearl Meyer report comparing the Company’s non-employee director compensation to that provided by the companies in our executive compensation peer group. The 2024 report showed that the 2020 retainers for certain categories of director service were below the median, and the Board approved changes to the annual cash retainers for service as a Board member, as Compensation Committee Chair, Audit Committee member, Compensation Committee member, and as Lead Director/Independent Chairperson of the Board, effective for the second half of 2024. Accordingly, our non-employee director cash compensation retainers paid for service in the first and second half of 2024 were in accordance with the following schedule: follows:

  13. Compensation of Directors

    | Role | Annual Retainers in Effect January 1, 2024— June 30, 2024 | Annual Retainers in Effect Beginning July 1, 2024 | | Board Member | $60,000 | $65,000 | | Audit Committee Chair | $25,000 | $25,000 | | Compensation Committee Chair | $15,000 | $20,000 | | Nominating and Governance Committee Chair | $10,000 | $10,000 | | Technology and New Product Development Committee Chair | $10,000 | $10,000 | | Audit Committee Member | $10,000 | $12,500 | | Compensation Committee Member | $7,500 | $10,000 | | Nominating and Governance Committee Member | $5,000 | $5,000 | | Technology and New Product Development Committee Member | $5,000 | $5,000 | | Chairperson/Lead Director of the Board Premium | $50,000 | $60,000 |

  14. Compensation of Directors

    The Company has entered into an Indemnification Agreement with each of the non-employee directors, which are in the same form as the Indemnification Agreements with each of the Company’s executive officers. Axcelis’ Indemnification Agreements are intended to provide protection from legal liability arising from the individual’s service as a director to the extent typically provided by U.S. public companies. The Company indemnifies its non-employee directors to the fullest extent permitted by law with respect to his or her status or activities as a director of Axcelis against all judgments, fines, amounts paid in settlement, and all reasonably incurred expenses. These Indemnification Agreements supplement the indemnification provisions in the Company’s Restated Certificate of Incorporation. As required in the Indemnification Agreements, the Company purchases director and officer liability insurance to reimburse the Company for costs incurred under the Indemnification Agreements and for certain third-party liabilities. In addition, the Company maintains “Side A” director and officer liability insurance, which is for the exclusive benefit of the directors and officers, permitting direct reimbursement from the insurer if the Company was unable or unwilling to provide indemnification due to a lack of funds or another issue. The adequacy of our director and officer liability insurance coverage is reviewed, and adjusted if needed, on an annual basis. Non-employee directors also receive reimbursement of reasonable and customary out-of-pocket expenses incurred in attending Board and committee meetings, in accordance with the Axcelis Board of Directors Expense Reimbursement Policy. Travel by directors to Axcelis Board meetings, or otherwise on Company business, is covered by our standard business travel insurance, which provides emergency medical coverage. Non-employee directors do not receive any Company-paid perquisites. The Board of Directors may, from time to time, form committees in addition to the four committees currently in use (Audit, Compensation, Nominating and Governance, and Technology and New Product Development) and set compensation for service on such additional committees. 2024 Equity Awards. Following the election of Mr. Graves and Dr. Sayiner to the Board in February 2024, upon recommendation of the Nominating and Governance Committee and the Compensation Committee, the full Board of Directors approved two grants of RSUs to each of the new directors effective March 15, 2024. The first grant, valued at $80,000 (equal to 50% of the 2023 annual director grant, given the new directors’ mid-year election to the Board) would vest as to 100% of the shares on the anniversary of the date of grant, if the director remained in office on that date. The second grant, a special new director grant, valued at $160,000 (equal to the value of the 2023 annual director grant) would vest as to 25% of the shares on each of the next four anniversaries of the date of grant, if the director remained in office on the vesting date. The number of units was determined by dividing the approved values by a 30-day average closing price of the Company’s common stock over a period ending March 11, 2024, which was $119.38. In accordance with this formula, each of Mr. Graves and Dr. Sayiner received on March 15, 2024 (i) an RSU for 670 shares of common stock, vesting over a one year period, and (ii) an RSU for 1,340 shares of common stock, vesting over a four year period. Using the grant date closing price of $107.61, these new director RSUs had grant date values of $72,099 and $144,197, respectively. On May 9, 2024, upon recommendation of the Nominating and Governance Committee and the Compensation Committee, the full Board approved the grant to each of the non-employee directors re-elected by the stockholders at the 2024 annual meeting, effective May 15, 2024, of RSUs valued at $175,000. The number of units was determined by dividing $175,000 by a 30-day average closing price of the Company’s common stock over a period ending May 10, 2024, which was $105.31. In accordance with this formula, each non-employee director received an RSU for 1,662 shares of common stock. Using the grant date closing price of $112.94, each director RSU grant had a grant date value of $187,706. The Board fixed a one-year vesting period for the 2024 non-employee director RSU grants, reflecting market practice. Accordingly, the 2024 non-employee director RSU grants will vest on May 15, 2025, provided the director completes his or her one-year term of service. Long-term ownership of Company equity by directors is encouraged through the Company’s director stock ownership guidelines, which are discussed below under “Corporate Governance— Governance Policies.” The chart below shows compensation for all non-employee directors who served the Company during 2024:

  15. Compensation of Directors

    | Name | Fees earned or paid in cash ($) | Stock awards ($)(1)(2)(3) | Total ($) | | Tzu-Yin Chiu | $70,000 | $187,706 | $257,706 | | Greg Graves | $68,997 | $404,002 | $472,999 | | Joseph P. Keithley(4) | $29,231 | $— | $29,231 | | John T. Kurtzweil | $93,750 | $187,706 | $281,456 | | Jeanne Quirk | $81,250 | $187,706 | $268,956 | | Necip Sayiner | $63,702 | $404,002 | $467,704 | | Thomas St. Dennis | $77,500 | $187,706 | $265,206 | | Jorge Titinger | $140,000 | $187,706 | $327,706 | | Dipti Vachani | $76,250 | $187,706 | $263,956 |

  16. Compensation of Directors

    The amounts shown represents the grant date fair value of the equity awards received by each independent director in 2024 determined in accordance with the assumptions described in the Stock Award Plans and Stock-Based Compensation note to the Company’s 2024 Financial Statements included in the Company’s Annual Report on Form 10-K filed with the SEC. All of the independent directors received an RSU for 1,662 shares on May 15, 2024 with a grant date fair value of $187,706. These awards will vest as to 100% of the RSUs on May 15, 2025, provided the director completes his or her one year term of office. In addition, Mr. Graves and Dr. Sayiner, as new directors, received on March 15, 2024: (i) an RSU grant for 670 shares with a grant date fair value of $72,099, vesting 100% on the one year anniversary of the date of grant, and (ii) an RSU grant for 1,340 shares with a grant date fair value of $144,197, vesting 25% on each of the next four anniversaries of the grant date. At December 31, 2024, Ms. Quirk and Ms. Vachani each held 1,143 unvested RSUs in addition to the 2024 annual grant, for a total of 2,805 unvested RSUs, and Mr. Graves and Dr. Sayiner each held 2,010 unvested RSUs in addition to the 2024 annual grant, for a total of 3,672 unvested RSUs. All other directors in office at year end 2024 held only the 1,662 unvested RSU granted in May 2024. (3) None of the non-employee directors received stock option grants in 2024. No non-employee director held stock options at year end 2024. Mr. Keithley retired from the Board in May 2024.

  17. Outstanding Equity Awards and Shares Available to Grant

    Outstanding Equity Awards and Shares Available to Grant As noted above, as of year end 2024, the 2012 EIP had 419,955 shares available for issuance and the only equity awards outstanding under the plan were 464,904 unvested Restricted Stock Units.

  18. 2024 Say-on-Pay Vote

    2024 Say-on-Pay Vote At our 2024 annual meeting, approximately 93.8% of votes cast were in favor in the advisory vote on 2023 executive compensation (commonly referred to as “Say-on-Pay”). The Compensation Committee considered that the results of the 2024 Say-on-Pay vote validated our general approach to executive compensation. The overall structure of our 2024 executive compensation was unchanged from that in 2023. 2024 Executive Target Compensation Balanced Service and Performance-based Components. Base salary represented 15% of the 2024 total target compensation of the Company’s chief executive officer (Russell J. Low) and an average of 28% of the 2024 total target compensation of the non-CEO NEOs. In 2024, Dr. Low’s target cash incentive compensation represented 15% of his total target compensation and his equity compensation was equally divided between service vesting RSUs and PRSUs. Cash and equity performance-based compensation totaled 50% of Dr. Low’s total target compensation in 2024. For the non-CEO NEOs, on average, performance-based cash and equity components represented 45% of their total 2024 target compensation. • Each NEO received two 2024 RSU grants having equal value at grant: one with four year service vesting and the other to be earned based on achievement of operational performance goals designed to drive long term business value, and having a two year service vesting overlay. Using the value approved by the Compensation Committee, these RSU grants represented 70% of total target compensation for Dr. Low and 54% of the 2024 total target compensation, on average, of the other NEOs. The 2024 target compensation elements for Dr. Low and the average for the other NEOs are shown in the chart below: 2024 Aggregate Realized Compensation was Above Target. The 2024 performance-based compensation realized by the NEOs was slightly above target pay when the below-target 2024 Axcelis Management Incentive Plan (“2024 AMI”) payout is combined with an above-target achievement on the 2024 PRSUs. This calculation of realized compensation treats the RSU awards (including the PRSUs) at the values approved by the Compensation Committee, without regard to changes in the price of the underlying common stock. Accordingly, the 68.2% score on the 2024 AMI due to the Company’s failure to achieve 2024 profit plan revenues, profitability, and gross margin, was offset by the strong achievement of operational goals used in the PRSUs. The NEOs earned 150% of the PRSUs granted in 2024 based on the achievement of ten out of ten 2024 operational goals, two weighted 25% of target each and eight weighted 12.5% each. The earned 2024 PRSUs vested 50% in February 2025 and the remaining 50% will vest in February 2026, subject to continuation of employment. As a result of the over-target PRSUs and the below target payout on the 2024 Axcelis Management Incentive Plan, Dr. Low received 113% of his target pay for 2024, and, on average, the other NEOs received 108% of their target pay for 2024, assuming all earned 2024 PRSUs and service vesting RSUs vest over the remaining service periods. The chart below compares our CEO’s 2024 realized compensation to his 2024 target compensation: The realized compensation information above provides a comparison of realized compensation to the target compensation approved by our Compensation Committee. To calculate “target” compensation, we include the target cash incentive and approved value of equity awards. For “realized” compensation, we use actual cash incentive paid and the approved value of equity awards, adjusted for the results of the achievement of performance objectives under our PRSUs. Another effort to show actual compensation is the Pay Versus Performance chart found below and related discussion, required by Item 402(v) of Regulation S-K issued by the SEC. The Pay Versus Performance chart compares the total compensation amounts shown in the Summary Compensation Table to an adjusted amount, referred to as compensation “actually paid.” The “actually paid” amounts are adjusted Summary Compensation Table amounts, in which the grant date fair value of equity awards required for the Summary Compensation Table is replaced by the sum of (A) the value of unvested shares at the first year end after grant, plus (B) increases and decreases in the value of (i) shares vesting in the year on the vest dates in comparison to the value of those shares at the prior year end, and (ii) unvested shares at year end in comparison to the value of those shares at the prior year end. Accordingly, the “actually paid” compensation is simply an alternative way of calculating the value for executive equity awards that uses the stock price at year end and vest dates, instead of the stock price at grant. The annual cash incentive earned as a result of performance is already included in the Summary Compensation Table and is unaffected by the re-valuations in the Pay Versus Performance chart.

  19. Compensation Philosophy and Governance Practices

    Compensation Philosophy and Governance Practices The Company’s overall compensation goal is to drive stockholder value by implementing an executive compensation program designed to: (1) motivate and retain executive talent by offering total target compensation with a proportion of performance-based compensation that aligns with median compensation in those categories at other companies of a similar size in the same or similar industries, as adjusted for individual factors; and (2) drive achievement of annual and long-term strategic objectives by rewarding executives through cash incentive pay tied to approved financial goals and equity grants that deliver value on the achievement of operational goals that will drive long-term business objectives, aligning pay with performance. The Company also seeks to support our compensation philosophy with strong governance practices, which include: An annual Say-on-Pay vote and related stockholder outreach; • Annual or biennial benchmarking of executive compensation against an appropriate peer group; • An equity award plan that seeks to align to best practices (including with respect to cost and voting power dilution, fungible share counting for whole share awards and prohibitions on repricing and cash repurchases); • Equity grant practices below industry burn rates and acceptable voting power dilution; • Executive stock ownership guidelines; • Appropriate double trigger change of control benefits for executives with no excise tax indemnification; • An executive compensation clawback policy that empowers the Board to recover incentive compensation both (i) under terms set forth in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and (ii) in cases of non-compliance with the Company’s policies and other problematic situations (see “Executive Compensation Clawback Policy” below); and • No executive perquisites.

  20. Review of Executive Compensation in 2024

    Review of Executive Compensation in 2024 All executive compensation is determined by the Compensation Committee. For a discussion of the Committee’s processes in general, see “Corporate Governance—Compensation Committee” in this proxy statement. Executive compensation for incumbent executives is reviewed annually. The Compensation Committee engaged an outside compensation consultant, Pearl Meyer, to assist with decisions relating to 2024 compensation. The Committee assessed Pearl Meyer’s independence in light of the SEC rules and Nasdaq listing standards and determined that no conflict of interest or independence concerns exist. The Committee’s decisions on 2024 compensation were made with reference to a full benchmarked review of executive compensation provided by Pearl Meyer in October 2023. This Pearl Meyer report covered both cash and equity compensation for each of the executive officer positions at Axcelis in comparison to market data. Axcelis’ practice is to have a comprehensive review of its peer group every other year, and accordingly, in Pearl Meyer’s 2023 executive compensation report, a peer group approved by the Compensation Committee in 2022 was used, with certain adjustments. To establish the 2022 compensation peer group, Pearl Meyer developed a “short list” of potential peers, selecting companies that met the following criteria: (i) revenue and market cap of 0.3x to 3.0x that of Axcelis, (ii) complex capital equipment manufacturing businesses, (iii) use of a direct sales force, and (iv) international sales presence. Lumentum Holdings Inc., an earlier reported peer with significantly higher revenue than the company, was not used in either the 2022 or 2023 Pearl Meyer report. At the time of Pearl Meyer’s 2023 executive compensation benchmarking report (used to set 2024 executive compensation) Pearl Meyer also excluded ACM Research, Inc. from the peer group, due to its use of a compensation structure that did not align to that of the Company. At the time of the 2023 executive compensation report, Axcelis’ revenue was positioned at the 70th percentile of the peer group and its market cap was in the upper quartile. Accordingly, the Company’s compensation peer group for the October 2023 Pearl Meyer benchmarking report was comprised of the following 12 companies selected by the Committee: 3D Systems Corporation Advanced Energy Industries, Inc. Cohu, Inc. FormFactor, Inc. Ichor Holdings, Ltd. Kulicke and Soffa Industries, Inc. Onto Innovation Inc. Photronics, Inc. Ultra Clean Holdings, Inc. Varex Imaging Corporation Veeco Instruments Inc. Viavi Solutions Inc. In developing their 2023 report for the Committee, Pearl Meyer obtained compensation information for this group of peer companies. In addition, Pearl Meyer used compensation information from a proprietary global technology survey, reflecting companies of approximately the same size as Axcelis. The weight of peer group information and compensation survey data information used to develop compensation benchmark data for each of the Axcelis executive officers varied by the position, depending on the availability of data for that position from the peer group. In August 2024, the compensation peer group was reviewed for benchmarking executive compensation in 2025, and the Committee approved an updated peer group with 15 members, removing 3D Systems and Varex Imaging, and adding Entegris, Inc., IPG Photonics Corporation, MKS Instruments, Inc., Novanta Inc. and OSI Systems, Inc.

  21. Material Elements of Named Executive Officer Compensation

    | Compensation Element | Principal Rationale for Inclusion | How Amount is Determined | | Base salaries | To attract and retain qualified executives in a competitive industry. | We seek to provide opportunities for each element of compensation at levels that consider both the market median (50th percentile) benchmark for the position and the contribution and experience of the particular executive. | | Annual Cash Incentive | To drive achievement of annual objectives through at-risk pay tied to financial goals, resulting in appropriate pay-for-performance. | | | Equity Awards | To drive achievement of long-term stockholder value through RSU grants with service vesting, half of which are earned only on achievement of operational goals designed to drive long term performance, resulting in retention and appropriate pay-for-performance. | |

  22. Base Salary

    Base Salary The Company pays a base salary to each of its NEOs. Base salary for NEOs is set on commencement of employment with the Company and reviewed by the Compensation Committee annually thereafter to adjust as needed to align with market benchmarking. In the event that base salary is a factor in calculating annual incentive cash compensation or equity grants, when fixing or adjusting base salary, the Compensation Committee will consider the impact of a change on these other compensation components. In February 2024, the Committee approved base pay for all NEOs after a review of the Pearl Meyer benchmarking report received in October 2023. Dr. Low’s 2024 base salary amount was set at the minimum base salary established by his Employment Agreement with the Company. The Committee approved a 5% increase to Dr. Redinbo’s 2023 base salary from $310,000 to $325,000 for 2024. No changes were made to the base salary of the other NEOs from that existing at the end of 2023.

  23. Annual Cash Incentive—2024 Axcelis Management Incentive Plan

    Annual Cash Incentive—2024 Axcelis Management Incentive Plan In February 2024, the Compensation Committee adopted the Company’s annual cash incentive plan, the 2024 AMI. Approximately 380 management-level employees plus the executive officers participated in the 2024 AMI, each of whom was assigned a target payout, expressed as a percent of base salary paid for the year. As aligned with benchmarking, Dr. Low’s 2024 AMI target was set at 100%, Mr. Coogan’s at 70%, and the 2024 AMI targets for Dr. Redinbo, Dr. Tatnall, and Mr. Blumenstock were set at 60%. The Committee also determined to maintain the same metric categories for the 2024 AMI as used in 2023: revenue, operating profit, and gross margin. As in prior years, to facilitate calculating results, each of the gross margin and operating profit metrics were set at a pre-cash incentive payout amount. Revenue growth over time is critical for the Company, as an indication of growing market share. Operating profit is viewed as a preferable metric to net income since it eliminates factors outside the control of management. Gross margin evidences the Company’s ability to generate funds for R&D and other expenses, as well as to drive profitability. The table below shows the metrics established for the 2024 AMI, setting 25%, 100%, and 200% funding scores for 2024 revenue, operating profit, and gross margin.

  24. Annual Cash Incentive—2024 Axcelis Management Incentive Plan

    | Full Year Targets, in millions, except Gross Margins | 25% Score: 80% of 2024 Profit Plan Revenues | 100% Score: 2024 Profit Plan | 200% Score—115% of 2024 Profit Plan Revenues | Weighting of Metric | | Score | 25% | 100% | 200% | | | 2024 Revenue | $881.186 | $1,101.482 | $1,266.704 | 50% | | 2024 Operating Profit before annual cash incentive plan payout | $174.256 | $279.105 | $359.156 | 25% | | 2024 Gross Margins, before annual cash incentive plan payout | 43.9% | 45.7% | 46.7% | 25% |

  25. Annual Cash Incentive—2024 Axcelis Management Incentive Plan

    The minimum and maximum 2024 AMI revenue levels were set at 80% and 115% of the profit plan revenues, respectively. The operating profit levels are those modeled as achievable at each of the revenue levels. The range in gross margins is not associated with the revenue amounts at the three score levels but represents a reasonable range for the year. The 2024 AMI funding level was capped at a 200% payout. Under the 2024 AMI plan design, after year end, actual 2024 financial performance is compared to these metrics, and a weighted score developed. Assuming the threshold level is met, each of the metrics is scored by placing the 2024 results between the applicable goal posts (25% and 100% or 100% and 200%) and interpolating the final score. Each of these scores is weighted and totaled for a final score submitted to the Compensation Committee for approval. A total at-target payout (a 100% funding score) of the 2024 AMI would have equaled approximately $13.2 million. The Compensation Committee had the authority to adjust the funding for extraordinary items and other qualitative aspects of the Company’s 2024 performance (using benchmarks and budgets) to ensure that the funding score reflected actual performance and not extraordinary events and was otherwise appropriate. No special adjustment to the 2024 AMI score was made by the Committee. As designed, actual payouts equal the individual participant’s target payout multiplied by the AMI score determined using the metrics set by the Committee. In February 2025, the Compensation Committee determined that the final 2024 AMI funding score was 68.2%, based on the Company’s revenue, operating profit, and gross margin for the year, with the resulting scores shown in the chart below:

  26. Annual Cash Incentive—2024 Axcelis Management Incentive Plan

    | Metric | 2024 Results (in millions, except gross margins) | Score | Weighting | Weighted Score | | 2024 Revenue | $1,017.9 | 71.5% | 50% | 35.8% | | 2024 Operating Profit before annual cash incentive plan payout | $223.4 | 60.2% | 25% | 15.0% | | 2024 Gross Margins before annual cash incentive plan payout | 45.0% | 69.7% | 25% | 17.4% | | Total Score | | | | 68.2% |

  27. Annual Cash Incentive—2024 Axcelis Management Incentive Plan

    This funding score resulted in the 2024 non-equity incentive plan compensation to the NEOs as shown in the Summary Compensation Table below. A payout of the 2024 AMI was made in the first quarter of 2025.

  28. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation Equity Compensation Philosophy. Equity compensation for NEOs, which since 2016 has taken the form of RSUs, is designed to align the interests of executives with those of our stockholders and to retain and motivate executives through the use of multi-year vesting periods and performance goals. Thus, equity grants should constructively influence management’s incentive to enhance the value of the Company’s stock and achieve strategic objectives. Long-term ownership of equity awards is further encouraged through the Company’s executive stock ownership guidelines, which establish a minimum number of shares that the executive must own, aligning the executive officers with long-term stockholder interests. The Chief Executive Officer is required to own shares having a value equal to three times his or her base salary. The other NEOs are required to own shares having a value equal to 1.5 times the executive’s base salary or, if less, 16,250 shares. Until an NEO meets the requisite stock ownership level prescribed by the stock ownership guidelines, the NEO is encouraged to retain 50% of the net shares received through the exercise of stock options or in connection with the vesting of RSUs. These guidelines are intended to ensure that the executives’ interests in the value of the Company’s stock include interests in stock as well as equity-based incentive awards, and as such are more fully aligned with the interests of Company stockholders. NEOs are also subject to the Company’s policies prohibiting hedging and pledging our common stock, which are discussed above under “Corporate Governance.” Equity Compensation Processes. Equity grants to executives are made upon hire and, typically, on an annual basis thereafter. Annual equity grants to executive officers have been made in most years in order to ensure a meaningful retentive effect by maintaining the percentage of the executive’s equity position that is unvested and to continue to award long-term compensation that is directly tied to Company performance. The Compensation Committee determines the form and amount of equity grants made to the NEOs. The 2012 EIP allows the Compensation Committee to award several different forms of equity rights, including restricted stock, RSUs, incentive stock options and non-qualified stock options. Past equity grants to NEOs have taken the form of non-qualified stock options and RSUs. RSUs allow us to issue fewer shares than stock options to deliver comparable value, which reduces overhang and potential stockholder dilution. RSUs also have a significant retention effect given the vesting terms. Beginning in 2016, the Compensation Committee attached performance goals to a portion of the RSU grants to NEOs, a practice aligned with peers, by issuing PRSUs. It is the Committee’s general practice to approve equity awards with a future effective date, usually the 15th (or the next succeeding trading day) of a month following the approval, with annual equity grants approved in February and made in May. The Company believes that this time period between the approval and effectiveness of an equity grant means that the Committee is unable to know or estimate the trading price of the Company’s common stock on the effective date of grant. As a result, the Committee has not, to date, thought it necessary to adopt a policy of timing the approval or effectiveness of equity awards to specific dates following the release of financial results or other material information. The Committee approves equity grant values based on market benchmarking. The stock price or the existence of material non-public information at the time of approval are not relevant to the determination of the approved grant value. A 30-day average stock price is used to size RSU grants, as discussed below, and the Company has not and would not release material non-public information in a manner designed to influence that average stock price. 2024 Annual Equity Grants. In February 2024, the Compensation Committee determined that, as in the prior year, RSUs would be used as the form of equity compensation for the NEO annual equity grants. 50% of the total 2024 annual grants to the NEOs have vesting based on service alone, and the other 50% were structured as PRSUs, to be earned based on the achievement of performance goals, followed by service vesting. In February 2024, the Compensation Committee fixed values for the 2024 RSU grant to each NEO then in office. After referencing the executive compensation benchmark report received in October 2023, the Committee set the values for the 2024 annual equity awards to Dr. Low and Dr. Redinbo at the same level as the NEO’s annual grant in 2023. The Compensation Committee set the 2024 annual grant values for each of Mr. Blumenstock and Mr. Coogan at the same level as those NEOs received in their respective 2023 new hire grant. In the case of Dr. Tatnall, the Compensation Committee set his 2024 annual grant value at the full year level used for the pro-rated equity award he received on his promotion in September 2023. The number of units for each RSU grant was determined by dividing the approved grant value by the average closing price of the Company’s common stock over a 30-day period ending three trading days prior to the grant date. The 2024 annual RSU grants to NEOs are set forth in the Grants of Plan Based Awards in Fiscal 2024 table below. The service -based 2024 RSUs will vest at the rate of 25% on each of the first four anniversaries of the date of grant until fully vested in May 2028 (assuming continuation of employment). The 2024 PRSUs require that management earn the awards based on attaining up to ten performance goals. With the annual cash incentive plan focused on current annual financial results, the Committee used these performance-based annual equity awards to focus the NEOs on achieving near term milestones that were essential for the Company’s long term growth. As in prior years, as aligned with Pearl Meyer’s benchmarking, the PRSUs permit recipients to earn above target awards for over-target performance. The 2024 PRSUs have two goals counting for 25% of the target grant, each and the remaining eight goals counting for 12.5% of the target grant each. Accordingly, it was possible for the NEOs to earn either more or less than 100% of the granted 2024 PRSUs, with the achievement of all ten goals earning them a maximum of 150% of the target grant. The 2024 PRSUs were designed to drive the achievement of specific operational goals that needed to be achieved in 2024 for the Company to fulfill its aggressive growth strategy, resulting in high profitability and market share. As in prior years, the Committee used the PRSUs to keep management’s focus on critical, well-understood, initiatives rather than on broad financial metrics. These operational goals related to improvements in quality and customer satisfaction, improving product performance, penetrating targeted customers and geographic markets with specific products, developing new applications and products, all of which have strategic implications for our business. Unlike broad financial metrics, which can be set over multiple years, the type of foreseeable operational goals selected by the Committee are designed to be achieved in the near term. The Committee believes that these operational goals are no less strategic than longer term financial goals, and given the Company’s track record, may be more effective at driving the right near term behavior to achieve desired long term results.

  29. Long-Term Equity Incentive Compensation

    The 2024 RSU performance goals related to: (i) achieving a targeted reduction in the cost of parts replaced at install; (ii) achieving a specified reduction in the number of defects per system shipped in the fourth quarter of 2024; (iii) achieving unscheduled down time below a specified percentage at customers with service agreements with the Company; (iv) obtaining purchase orders for high energy systems at identified customers; (v) penetrating a new customer with one of our high current implanters; (vi) successfully closing a silicon carbide evaluation system at a named customer and verifying a specific performance enhancement at a customer site; (vii) obtaining purchase orders from two advanced logic customers; (viii) achieving technology feasibility milestones for two of three identified programs; (ix) releasing for sale two of four identified product upgrades; and (x) obtaining a purchase order or an evaluation agreement from either a new Japanese customer or for a new application at an existing Japanese customer. Disclosure of customer names and exact financial and technical goals for these performance objectives would violate customer confidentiality agreements and provide sensitive information to the Company’s competitors. The 2024 PRSU terms do not contemplate partial achievement of a goal. PRSUs that are earned through goal achievement are also subject to service vesting terms, in which 50% of the earned 2024 RSUs vest in 2025 and 50% in 2026. In February 2025, the Compensation Committee determined that the Company met ten out of ten performance objectives, and accordingly, 150% of the 2024 PRSUs were earned and would vest in accordance with the two-year schedule for the NEOs, assuming continuation of employment.

  30. Employment and Change of Control Agreements

    Employment and Change of Control Agreements Employment Agreement with Dr. Low. In 2023, the Committee approved an Employment Agreement with Dr. Low that became effective in May 2023, contemporaneously with his appointment as Chief Executive Officer. Dr. Low’s Employment Agreement provides for his service as the Company’s CEO through January 1 of the following year, and for successive one-year periods thereafter, if not terminated by either party on notice to the other by April 1 of the preceding year. This Employment Agreement sets a minimum base salary of $633,000 beginning in 2024 and a cash incentive target of 100% of base pay. Dr. Low’s Employment Agreement also provides for severance upon a qualifying termination of employment and for participation in the Company’s equity compensation plans, the 401(k) savings plan and the welfare benefit plans that we sponsor. Dr. Low’s base salary and incentive opportunities may be subject to future adjustment by the Board, but not below the minimum levels in his Employment Agreement, unless mutually agreed. For the amounts due if Dr. Low had been terminated on December 31, 2024, see “Payments on Termination or Change of Control— Employment Agreement with Dr. Low” below. No changes were made to Dr. Low’s Employment Agreement in 2024. Executive Separation Pay Agreements. The Company has Executive Separation Pay Agreements with each of the NEOs, other than Dr. Low, entered into when the person became an executive officer, on new hire or promotion. These agreements provide that in the event of a termination without cause occurring after the executive’s first anniversary of employment, the executive will continue to receive base salary for 12 months. If the NEO elects to continue health coverage under COBRA, the Company will waive 12 months of COBRA premiums. In addition, the Company will provide transition support having a value of $15,000. These agreements auto-renew for each calendar year unless not later than April 1 of the preceding year, the Company or the executive had given notice not to extend the term. No change was made to the agreements with any of the NEOs in 2024. For the amounts due if each of the executive officers had been terminated on December 31, 2024, see “Payments on Termination or Change of Control—Executive Officer Separation Pay Agreements” below. Change of Control Agreements. Each of the NEOs has a double-trigger Change of Control Agreement, having the benefits shown in the table below. These agreements do not provide any indemnification for the “Golden Parachute” excise taxes under Sections 280G and 4999 of the Internal Revenue Code. If a Change of Control Agreement applies, the NEO will receive the greater of the change of control payout or the payout under the Executive Separation Pay Agreement (or in the case of Dr. Low, under his Employment Agreement). These agreements auto-renew for each calendar year unless not later than April 1 of the preceding year, the Company or the executive had given notice not to extend the term. No change was made to these agreements in 2024. See “Payments on Termination or Change of Control—Change of Control Agreements” below.

  31. Risk Assessment of Compensation Policies and Practices

    Risk Assessment of Compensation Policies and Practices In 2024, the Company determined, in its reasonable business judgment, that its compensation policies and practices for its employees, including the NEOs, do not give rise to risks that are reasonably likely to have a material adverse effect on the Company. In reaching this determination, management engaged in (i) a review of the Company’s compensation programs, policies and practices, (ii) identification of risks, if any, related to the programs, policies and practices, (iii) consideration of the materiality of a potentially risk-related reward to the total compensation provided to the individual, and (iv) identification of those aspects of the program and its oversight that provide risk control. Although all compensation programs were considered, management’s review focused on the programs with variability of payout and in which there is a potential for the participant to directly affect payout. Based on this review, management determined that the compensation policies and practices for Axcelis’ employees do not create risks that are reasonably likely to have a material adverse effect on the Company, principally because: (1) The structure of our executive compensation program includes a balanced mix of cash and equity compensation; and Our incentive compensation programs are subject to appropriate risk controls in their design and oversight: The Company’s internal controls and risk management practices restrict risk-taking that is not consistent with risks inherent in the Company’s strategic plan, as approved by the Board; • Payment of small bonuses for extraordinary effort or for achieving individual or team goals are subject to approval by direct managers, and representatives of human resources and finance departments, and, for higher amounts, a representative of senior management; • Payment of sales incentive compensation is made pursuant to written plans, subject to calculation and approval by senior management and the finance department; • Payouts under the Company’s European and Asian annual cash incentive plan are in the discretion of senior management, which considers both qualitative and quantitative assessments of performance; and • Payouts under the Company’s U.S. annual cash incentive plan and achievement of performance goals related to executive RSUs are in the discretion of the Compensation Committee, which considers both qualitative and quantitative assessments of performance.

  32. 2024 Summary Compensation Table

    2024 Summary Compensation Table

  33. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Stock awards ($)(2) | Non-equity incentive plan compensation ($)(3) | All other compensation ($)(4) | Total ($) | | Executive Officers Serving at December 31, 2024 | | | | | | | | Russell J. Low, President and Chief Executive Officer (5) | 2024 | $633,000 | $3,217,435 | $431,706 | $11,367 | $4,293,508 | | | 2023 | $530,102 | $3,076,368 | $519,068 | $9,900 | $4,135,438 | | | 2022 | $372,692 | $663,254 | $416,707 | $9,150 | $1,461,804 | | James G. Coogan, Executive Vice President and Chief Financial Officer (6) | 2024 | $485,000 | $1,072,478 | $231,539 | $11,367 | $1,800,384 | | | 2023 | $123,115 | $960,528 | $382,107 | $2,238 | $1,467,989 | | Gregory F. Redinbo, Executive Vice President, Marketing and Applications (7) | 2024 | $325,000 | $643,532 | $132,990 | $4,331 | $1,105,854 | | | 2023 | $310,000 | $615,376 | $209,343 | $3,400 | $1,138,119 | | | 2022 | $277,796 | $319,368 | $310,604 | $9,150 | $916,919 | | Christopher J. Tatnall, Executive Vice President, Global Customer Operations (8) | 2024 | $325,000 | $643,532 | $132,990 | $11,231 | $1,112,754 | | | 2023 | $310,808 | $367,365 | $209,888 | $9,900 | $897,961 | | Gerald M. Blumenstock, Executive Vice President, Research, Development and Engineering (9) | 2024 | $325,000 | $643,532 | $132,990 | $11,231 | $1,112,754 | | | 2023 | $181,250 | $714,997 | $219,473 | $81,563 | $1,197,282 |

  34. 2024 Summary Compensation Table

    (1) Base salary is set by the Compensation Committee, based on benchmarking using our peer group or survey data. Other than Dr. Low, the named executive officers (NEOs) do not have employment agreements addressing base salary. Dr. Low’s employment agreement is described under the heading “Payments on Termination or Change in Control” in this proxy statement. (2) Represents the grant date fair value of RSU awards received by the NEO in the year indicated, determined in accordance with the assumptions described in the Stock Award Plans and Stock-Based Compensation note to the Company’s Financial Statements included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission for the respective year. (3) Non-equity incentive plan compensation represents amounts that were paid under the Axcelis Management Incentive Plans for the respective year, as described in the “Compensation Discussion and Analysis” in this proxy statement and in the proxy statement for our 2024 and 2023 Annual Meetings, respectively. The amounts in this column represent (A) the amount paid in cash as a matching contribution to Axcelis’ 401(k) plan in respect of contributions made by the NEO during the year; (B) beginning in 2024, the dollar value of premiums paid by the Company for life insurance covering the NEO for the year; (C) the value of service awards received in the year, under a recognition program in which gift certificates are given to employees on each five year work anniversary, increasing in value from $100 to $425, after tax; and (D) in the case of Mr. Blumenstock, a sign on relocation bonus of $75,000 in 2023. Dr. Low became President and Chief Executive Officer on May 11, 2023, having served as an executive officer since 2016. (6) Mr. Coogan became EVP and Chief Financial Officer in September 2023, when he was first employed by the Company. (7) Dr. Redinbo became EVP, Marketing and Applications on September 6, 2022. Prior to that date, Dr. Redinbo served in a non-executive officer role beginning with his first employment by the Company in May 2021. (8) Dr. Tatnall became EVP, Global Customer Operations on September 1, 2023. Prior to that date, Dr. Tatnall served in a non-executive officer role beginning with his first employment by the Company in March 2022. Mr. Blumenstock became EVP, Research, Development & Engineering on June 12, 2023, on which date he was first employed by the Company.

  35. Grants of Plan Based Awards in Fiscal 2024

    Grants of Plan Based Awards in Fiscal 2024

  36. Grants of Plan Based Awards in Fiscal 2024

    | | | Date of Compensation Committee Approval | Estimated Possible Payouts under Non-Equity Incentive Plan Awards(1) | | Estimated Possible Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock and Option Awards(4) | | Name | Grant Date(2) | | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Russell J. Low | | | $633,000 | $1,266,000 | | | | | | | | 5/15/2024 | 2/29/2024 | | | | | | 14,244 | $1,608,717 | | | 5/15/2024 | 2/29/2024 | | | 1,781 | 14,244 | 21,366 | | $1,608,717 | | James G. Coogan | | | $339,500 | $679,000 | | | | | | | | 5/15/2024 | 2/29/2024 | | | | | | 4,748 | $— | | | 5/15/2024 | | | | 594 | 4,748 | 7,122 | | | | Gregory F. Redinbo | | | $195,000 | $390,000 | | | | | | | | 5/15/2024 | 2/29/2024 | | | | | | 2,849 | $321,766 | | | 5/15/2024 | 2/29/2024 | | | 356 | 2,849 | 4,274 | | $321,766 | | Christopher J. Tatnall | | | $195,000 | $390,000 | | | | | | | | 5/15/2024 | 2/29/2024 | | | | | | 2,849 | $321,766 | | | 5/15/2024 | 2/29/2024 | | | 356 | 2,849 | 4,274 | | $321,766 | | Gerald M. Blumenstock | | | $195,000 | $390,000 | | | | | | | | 5/15/2024 | 2/29/2024 | | | | | | 2,849 | $321,766 | | | 5/15/2024 | 2/29/2024 | | | 356 | 2,849 | 4,274 | | $321,766 |

  37. Grants of Plan Based Awards in Fiscal 2024

    (1) These target and maximum payouts are under the 2024 Axcelis Management Incentive Plan, discussed above in “2024 Compensation Discussion and Analysis—Annual Cash Incentive—2024 Axcelis Management Incentive Plan.” Based on the achievement of financial metrics for 2024, a payout to the NEOs was made under the 2024 AMI, as shown in the Summary Compensation Table. (2) The NEOs were granted performance based RSUs under the Company’s 2012 EIP effective May 15, 2024, to be earned based on the achievement of performance goals tied to long-term objectives. The threshold number of shares that could be earned was 12.5%, if only one out of eight performance goals at that level was achieved. There were two additional performance goals weighted 25% each , so that up to 150% of the target shares could be earned, if all 10 performance goals were met. Unearned performance based RSUs are forfeited. As discussed above, 150% of the 2024 performance based RSUs were earned. 50% of the NEO’s earned shares vested on February 28, 2025, with the remainder to vest on February 28, 2026. Other than future services to the Company, no consideration was paid or will be due in order to acquire these RSUs. Unvested earned 2024 performance RSUs will be forfeited if the NEO’s employment terminates prior to vesting. See “Long-Term Equity Incentive Compensation—2024 Annual Equity Grants” in “2024 Compensation Discussion and Analysis” above. (3) The NEOs were granted service based RSUs under the Company’s 2012 Equity Incentive Plan effective on May 15, 2024, which vest as to 25% of such shares on the each of the first four anniversaries of the date of grant, assuming continuation of employment. Other than future services to the Company, no consideration was paid or will be due in order to acquire these RSUs. The 2024 service based RSUs will be forfeited if the NEO’s employment terminates prior to vesting. See “Long-Term Equity Incentive Compensation—2024 Annual Equity Grants” in “2024 Compensation Discussion and Analysis” above. Represents the grant date fair value of the equity awards received by the NEO in 2024, determined in accordance with the assumptions described in the Stock Award Plans and Stock Based Compensation note to the Company’s 2024 Financial Statements included in the Annual Report on Form 10-K filed with the SEC.

  38. Pay Versus Performance

    Pay Versus Performance Note: In accordance with an instruction to the SEC regulation under which this Pay Versus Performance information is provided (Regulation S-K, Item 407(v)), this Pay Versus Performance information shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. Specifically, this Pay Versus Performance information is not included in the executive compensation information incorporated by reference into Part III of the Company’s Annual Report on Form 10-K. The Pay Versus Performance table below compares the total compensation amounts shown in the Summary Compensation Table in this and our prior four proxy statements to compensation “actually paid” to Dr. Low, who served as our CEO and principal executive officer (“PEO”) in 2024. The table also provides the same information as an average for the non-CEO NEOs specified in this proxy statement for 2024; the non-CEO NEOs named in our 2023 proxy statement for 2023; and the non-CEO NEOs named in our 2022 proxy statement for 2022, 2021 and 2020. The “actually paid” amounts in the Pay Versus Performance table reflect a re-valuation of equity awards granted to our PEO and other NEOs. SEC regulations instruct us to back out the grant date fair value of equity awards that is used in the Summary Compensation Table and replace it with values for unvested equity awards at each year end and values for shares on each vest date. The “actually paid” amounts also reflect the achievement of specific operational goals on the PRSUs granted to executives, which, in 2020, 2021, 2022, 2023 and 2024 increased the number of shares subject to those PRSUs. Accordingly, the “actually paid” compensation is an alternative way of calculating the value for executive equity awards that uses the stock price at year end for unvested grants and at vest dates for those that vest in the year, instead of the stock price at grant for only those awards newly granted in the year. For employees that have served for more than the current year, the “actually paid” values will almost always be higher because they include values for all prior grants, not just the current year. The Summary Compensation Table already incorporates the value of the cash incentive paid for each year, so that performance-related compensation component is unchanged in the “actually paid” amounts in the table.

  39. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment made on December 31, 2019, based on: | | | | | Year | Summary Compensation Table Total for PEO | Compensation Actually Paid (“CAP”) to PEO | Average Summary Compensation Table Total for Non-PEO NEOs | Average CAP to Non-PEO NEOs | Total Shareholder Return | Peer Group Total Shareholder Return | Net Income | Revenues | | (a)(1) | (b) | (c)(2) | (d) | (e)(3) | (f) | (g)(3) | (h) | (i) | | 2024 | $4,293,508 | $1,618,794 | $1,282,936 | $742,827 | $289.92 | $269.24 | $201,000,000 | $1,017,900,000 | | 2023 | $4,135,438 | $6,510,602 | $1,258,904 | $2,141,924 | $538.13 | $225.75 | $246,263,000 | $1,130,604,000 | | 2022 | $1,461,805 | $1,751,594 | $1,463,285 | $1,728,963 | $329.34 | $137.05 | $183,100,000 | $920,000,000 | | 2021 | $1,423,579 | $3,663,680 | $1,405,289 | $3,648,869 | $309.38 | $213.35 | $98,650,000 | $662,428,000 | | 2020 | $1,307,974 | $1,582,284 | $1,356,639 | $1,620,922 | $120.83 | $151.14 | $49,982,000 | $474,560,000 |

  40. Pay Versus Performance

    (1) The non-PEO NEOs reported for the year 2024 are the NEOs identified in this proxy statement, other than Dr. Low: James G. Coogan, Gregory F. Redinbo, Christopher J. Tatnall, and Gerald M. Blumenstock. The non-PEOs reported for the year 2023 are the NEOs identified in our 2024 proxy statement, other than Dr. Low and our former CEO: James G. Coogan, Kevin J. Brewer, Lynnette C. Fallon, Gregory F. Redinbo, and Gerald M. Blumenstock. The non-PEOs reported for the years 2022, 2021 and 2020 are the NEOs identified in our 2023 proxy statement (the first year for which this report was provided), other than our former CEO: Kevin J. Brewer, Russell J. Low , Lynnette C. Fallon, and Douglas A. Lawson. In accordance with SEC rules, the following adjustments were made to Dr. Low’s total compensation for each year to determine CAP:

  41. Pay Versus Performance

    | | Footnote (2) —Table 1 | | | | | | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awards | Equity Award Adjustments | Compensation Actually Paid to PEO | | (a) | (b) | (c)(i) | (d)(ii) | (e) | | 2024 | $4,293,508 | $3,217,435 | $542,721 | $1,618,794 | | 2023 | $4,135,438 | $3,076,368 | $5,451,531 | $6,510,602 | | 2022 | $1,461,805 | $663,254 | $953,044 | $1,751,594 | | 2021 | $1,423,579 | $622,771 | $2,862,872 | $3,663,680 | | 2020 | $1,307,974 | $593,410 | $867,720 | $1,582,284 |

  42. Pay Versus Performance

    (i) The grant date fair value of equity awards in column (c) of Footnote (2) —Table 1 represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (ii) The equity award adjustments in column (d) of Footnote (2) —Table 1 include the addition (or subtraction, as applicable) of the following: (1) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (2) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; and (3) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. None of the years shown had any (A) awards granted and vested in same applicable year; (B) awards granted in prior years that were determined to fail to meet the applicable vesting conditions during the applicable year; or (C) dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:

  43. Pay Versus Performance

    | | Footnote (2) —Table 2 | | | | | Year | Year End Fair Value of Equity Awards Granted in the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Equity Award Adjustments | | (a) | (b) | (c) | (d) | (e) | | 2024 | $2,254,775 | $(1,322,429) | $(389,625) | $542,721 | | 2023 | $3,662,744 | $785,807 | $1,002,980 | $5,451,531 | | 2022 | $1,097,108 | $105,066 | $(249,130) | $953,044 | | 2021 | $1,521,024 | $1,108,418 | $233,430 | $2,862,872 | | 2020 | $734,698 | $115,682 | $17,340 | $867,720 |

  44. Pay Versus Performance

    (3) In accordance with SEC rules, the following adjustments were made to average total compensation for the non-PEO NEOs as a group for each year to determine CAP, using the same methodology described above in Footnote 2:

  45. Pay Versus Performance

    | | Footnote (3) —Table 1 | | | | | | Average Reported Summary Compensation Table Total for Non- PEO NEOs | Average Reported Value of Equity Awards | Average Equity Award Adjustments | Average Compensation Actually Paid to Non-PEO NEOs | | (a) | (b) | (c)(i) | (d)(ii) | (e) | | 2024 | $1,282,936 | $750,769 | $178,699 | $742,827 | | 2023 | $1,258,904 | $673,331 | $1,556,352 | $2,141,924 | | 2022 | $1,463,285 | $639,377 | $905,055 | $1,728,963 | | 2021 | $1,405,289 | $600,314 | $2,843,894 | $3,648,869 | | 2020 | $1,356,639 | $600,125 | $864,408 | $1,620,922 |

  46. Pay Versus Performance

    (i) The grant date fair value of equity awards in column (c) of Footnote (4) —Table 1 represents the average of the total of the amounts reported in the “Stock Awards” and “Option Awards” columns for each non-PEO NEO in the Summary Compensation Table for the applicable year. (ii) The amounts deducted or added in calculating the average equity award adjustments are as follows:

  47. Pay Versus Performance

    | | Footnote (3) —Table 2 | | | | | Year | Average Year End Fair Value of Equity Awards Granted in the Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards at Year End | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Average Equity Award Adjustments | | (a) | (b) | (c) | (d) | (e) | | 2024 | $548,616 | $(273,412) | $(96,504) | $178,699 | | 2023 | $677,608 | $292,321 | $586,423 | $1,556,352 | | 2022 | $1,057,612 | $103,466 | $(256,024) | $905,055 | | 2021 | $1,466,176 | $1,138,403 | $239,315 | $2,843,894 | | 2020 | $743,011 | $120,704 | $693 | $864,408 |

  48. Pay Versus Performance

    The Peer Group used in this chart is the Philadelphia Semiconductor Index (SOXX) which is also used in the Company’s stock performance graph provided under Item 201(e) of Regulation S-K in our annual report to stockholders. In 2024, as shown in the Pay Versus Performance table, the compensation “actually paid” (“CAP”) to our PEO and average CAP to our other NEOs is lower than the respective amounts shown in the Summary Compensation Table, primarily due to the fact that the price of the common stock was generally lower during 2024 than at year end 2023. Accordingly, the value of our equity awards at vest and the value of unvested awards at year end 2024 was generally lower than the value at grant shown in the Summary Compensation Table. Despite the lower common stock prices in 2024, the Company still outperformed on the five year (2019-2024) cumulative shareholder return in comparison to that of the SOXX Index. Axcelis’ 2024 net income and revenue, as shown in the Pay Versus Performance table, were slightly below that of 2023. The three most important financial measures that impact realized executive compensation at Axcelis are:

  49. Pay Versus Performance

    | Revenues | | Operating Profit | | Gross Margin |

  50. Pay Versus Performance

    These three measures are the metrics used in the Axcelis Management Incentive Program, our annual cash incentive program, discussed in the Compensation Discussion and Analysis above. We believe these measures also have a significant influence on our stock price (which is the main differential between the Summary Compensation Table amounts and the “actually paid” amounts in the Pay Versus Performance Table), along with other measures considered by investors, such as net income and earnings per share.

  51. Outstanding Equity Awards at Fiscal 2024 Year End

    Outstanding Equity Awards at Fiscal 2024 Year End

  52. Outstanding Equity Awards at Fiscal 2024 Year End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock that Have Not Vested (#)(1) | Market Value of Shares or Units of Stock that Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(2) | | Russell J. Low | 36,351 | $2,539,844 | 14,244 | $995,228 | | James G. Coogan | 9,166 | $640,428 | 4,748 | $331,743 | | Gregory F. Redinbo | 11,473 | $801,619 | 2,849 | $199,060 | | Christopher J. Tatnall | 8,493 | $593,406 | 2,849 | $199,060 | | Gerald M. Blumenstock | 5,986 | $418,242 | 2,849 | $199,060 |

  53. Outstanding Equity Awards at Fiscal 2024 Year End

    (1) None of the NEOs held options to acquire securities of the Company stock at December 31, 2024. All of the NEOs were granted service based RSUs under the Company’s 2012 EIP in 2024 and in prior years. All of the service based RSUs granted to NEOs vest as to 25% of the shares on each of the first four anniversaries of the date of grant, assuming continuation of employment. In addition, Dr. Low and Dr. Redinbo were granted Performance RSUs (“PRSUs”) on May 15, 2023 that were subject to the achievement of performance goals, 135% of which were earned. Half of these 2023 PRSUs vested in February 2024 and the remaining 50% of the 2023 PRSUs vested on February 28, 2025, given the executives’ continuation of employment through that date. (2) The market value of the unvested and unearned RSUs held by the executives at December 31, 2024 was determined by multiplying the number of shares by the closing price on December 31, 2024 (the last trading day of the year) of $69.87. Each of the NEOs were granted PRSUs under the Company’s 2012 EIP on May 15, 2024 that could be earned based on the achievement of 10 performance goals, two of which were weighted 25% each and eight of which were weighted 12.5% each. The shares shown in the chart represent the target shares for these grants, assuming the achievement of the performance goals totaling 100%. In February 2025, the Compensation Committee determined that 150% of the 2024 performance RSUs were earned. In accordance with the terms of the grant, 50% of the earned 2024 PRSUs vested on February 28, 2025. The unvested earned 2024 PRSUs will vest on February 28, 2026, assuming continuation of employment. See “Long-Term Equity Incentive Compensation—2024 Equity Grants” in “2024 Compensation Discussion and Analysis” above.

  54. Option Exercises and Stock Vested During Fiscal 2024

    Option Exercises and Stock Vested During Fiscal 2024

  55. Option Exercises and Stock Vested During Fiscal 2024

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Russell J. Low | 21,751 | $2,431,254 | | James G. Coogan | 1,473 | $140,892 | | Gregory F. Redinbo | 6,074 | $735,545 | | Christopher J. Tatnall | 2,506 | $251,552 | | Gerald M. Blumenstock | 1,046 | $144,369 |

  56. Option Exercises and Stock Vested During Fiscal 2024

    (1) None of the NEOs exercised options to acquire securities of the Company during the year ended December 31, 2024. (2) Represents the closing market price of Axcelis common stock on the date of vesting (or if the vesting date is not a trading day, on the next trading day after the vesting date) multiplied by the number of shares vested. A portion of the vested shares were withheld for taxes and not issued to the NEO. The actual amount received by the NEO on the sale of any of the shares acquired on vesting will depend on the market values of the Company’s common stock at the time the NEO disposes of such shares.

  57. Payments on Termination or Change of Control

    Payments on Termination or Change of Control Employment Agreement with Dr. Low. Under his Employment Agreement, in the event Dr. Low’s employment is terminated either (i) by the Company for reasons other than cause, death, disability or (ii) by a voluntary resignation by Dr. Low with “good reason” (as defined in the Employment Agreement), he is entitled to full acceleration of vesting of options and other equity rights and a cash separation payment. The cash separation payment will equal 24 months of his monthly base salary and a monthly annual bonus amount, determined in accordance with the agreement. For this purpose, Dr. Low’s monthly bonus compensation equals his then effective annual base salary, divided by 12 and multiplied by the greater of (a) the percentage of his annual base salary that he actually received as a bonus for the prior fiscal year or (b) 25% of his annual base salary. Under the Employment Agreement, Dr. Low is also entitled to up to 18 months of Company-paid COBRA premiums. The following table sets forth the separation pay that would have been due to Dr. Low under his Employment Agreement if a qualifying termination occurred on December 31, 2024:

  58. Payments on Termination or Change of Control

    | Estimated Payments under the Low Employment Agreement if due at December 31, 2024 | | | | | Lump sum cash payment (1) | Value of accelerated vesting on equity awards (2) | 18 months of COBRA premiums for health coverage (3) | Total | | $2,690,883 | $2,046,338 | $56,534 | $4,793,755 |

  59. Payments on Termination or Change of Control

    This amount represents 24 months of Dr. Low’s base salary at the highest rate in effect in the year preceding December 31, 2024 plus 24 months of a monthly bonus amount as specified in Dr. Low’s Employment Agreement. The monthly rate of annual base salary ($52,750) and monthly bonus amount ($59,370) were calculated using his annual base salary of $633,000 in effect at December 31, 2024, and the 2023 Axcelis Management Incentive Plan bonus percentage of 112.55%, as specified in Dr. Low’s Employment Agreement. The lump sum cash payment above would be due within 30 days of termination. This amount reflects a valuation of the acceleration of Dr. Low’s outstanding equity awards using the methodology prescribed under IRC Section 280G, which provides for an excise tax on certain change of control payments. This valuation is based on the closing price of our common stock on the last trading day of 2024 ($69.87). For the service based RSUs, the value received is reduced by a value for the forgiven service as prescribed by the calculation methodology in IRC Reg §1.280G Q&A 24(c). The actual amount received by Dr. Low on the sale of shares issued on accelerated RSUs will depend on the market values at the time of such transactions. (3) Dr. Low’s employment agreement provides that the Company will pay for up to 18 months of COBRA premiums. This amount represents 18 months of COBRA premiums in effect during 2025 for Dr. Low’s coverage elections. Actual COBRA rates will change on January 1, 2026. Executive Officer Separation Pay Agreements. In May 2019, the Compensation Committee approved the execution of Executive Separation Pay Agreements with each of the NEOs other than the CEO (the “Executive Separation Pay Agreements”). Each of the NEOs in office in 2019 received an agreement at that time, and each of Dr. Redinbo and Dr. Tatnall received an agreement on his promotion to an executive officer, in 2022 and 2023, respectively. The Company provided each of Mr. Blumenstock and Mr. Coogan with an Executive Separation Pay Agreement on commencement of employment with the Company in 2023. These Executive Separation Pay Agreements provide that in the event of a termination without cause, the executive will continue to receive base salary for 12 months. If the NEO elects to continue health coverage under COBRA, the Company will waive 12 months of COBRA premiums. In addition, the Company will provide transition support having a value of $15,000. The executive must have been employed by the Company for one year or more at the time of termination to be eligible for benefits under the agreement. The NEO must provide a release of claims in order to receive the separation pay. The NEO will not be eligible to receive the severance payments and benefits described in the agreement in the event that (i) the executive’s employment is terminated by the Company for cause or due to executive’s death or disability, or (ii) the executive resigns from employment, regardless of the reason(s) for such resignation. The following table sets forth the separation pay that would have been due to these NEOs under their respective Executive Separation Pay Agreements if a qualifying termination occurred on December 31, 2024.

  60. Payments on Termination or Change of Control

    | Estimated Payments under the Executive Separation Pay Agreements if due at December 31, 2024 | | | | | | | Cash Separation Pay (1) | Value of transition assistance (2) | 12 months of COBRA premiums for health coverage (3) | Total | | James G. Coogan | $485,000 | $15,000 | $37,689 | $537,689 | | Gregory F. Redinbo | $325,000 | $15,000 | $37,689 | $377,689 | | Christopher J. Tatnall | $325,000 | $15,000 | $37,689 | $377,689 | | Gerald M. Blumenstock | $325,000 | $15,000 | $26,886 | $366,886 |

  61. Payments on Termination or Change of Control

    This amount represents 12 months of the NEO’s annual base salary in effect on December 31, 2024. This amount would be paid in 26 bi-weekly installments. In the event separation pay is due, the Company will provide transition assistance to the NEO having a value of $15,000. The Company will work with the executive to provide assistance that meets the needs of the executive and will offer support in accordance with the Company’s practices for executive terminations generally. (3) The Executive Separation Pay Agreements provide that the Company will pay for up to 12 months of COBRA premiums. This amount represents 12 months of 2025 COBRA premiums for the executive’s coverage elections for 2025. Actual COBRA rates will change on January 1, 2026. Change of Control Agreements. Each of the NEOs is a party to a Change of Control Agreement with the Company. None of the currently effective agreements have an indemnification or gross up for excise taxes. This is consistent with our 2014 governance policy against any new commitments to reimburse excise taxes due on change of control payouts under Sections 280G and 4999 of the Internal Revenue Code. See “Corporate Governance — Governance Policies,” above. The Change of Control Agreements provide that the NEOs are entitled to severance compensation in the event there is both (1) a change in control and (2) a termination of employment within a period of time following the change in control either (A) by the Company for reasons other than cause, death, disability or (B) due to a voluntary resignation by the executive with good reason. “Good reason” includes an adverse change in the executive’s role or position; a reduction in the executive’s base salary; or a material change in geographic location of the executive’s job. A “change of control” is defined in the agreement and covers a number of events, including a merger or acquisition involving the Company in which the persons holding the Company’s shares immediately prior to the transaction hold less than a majority of the shares outstanding after the transaction. Under the Change of Control Agreements, severance compensation consists of a cash payment equal to a multiple of the executive’s annual base salary and annual bonus as of the date of termination. The multiple in Dr. Low’s Change of Control Agreements is two, while the multiple in the other NEOs’ Change of Control Agreements is 1.5. The amounts that would have been due to each NEO under the Change of Control Agreements in effect at December 31, 2024, in the event that a change of control and termination occurred on that date, are set forth in the table below:

  62. Payments on Termination or Change of Control

    | Estimated Payments under the Change of Control Agreements if due at December 31, 2024 | | | | | Name | Lump sum cash payment (1) | Value of accelerated vesting on equity awards (2) | Total | | Russell J. Low | $3,165,000 | $2,046,338 | $5,211,338 | | James G. Coogan | $1,576,250 | $524,320 | $2,100,570 | | Gregory F. Redinbo | $975,000 | $444,314 | $1,419,314 | | Christopher J. Tatnall | $975,000 | $326,790 | $1,301,790 | | Gerald M. Blumenstock | $975,000 | $312,445 | $1,287,445 |

  63. Payments on Termination or Change of Control

    (1) This amount represents separation pay equal to (A) a multiple of (i) the executive’s then current annual base salary plus (ii) a target bonus amount, and (B) the executive’s target AMI for 2024, prorated for the months worked during the year. Since termination for all NEOs is assumed at year end, the 2024 AMI targets have not been prorated. The multiple is 2, in the case of Dr. Low, and 1.5, in the case of the other NEOs. These amounts reflect a valuation of the acceleration of all of the NEO’s outstanding unvested RSU awards using the value of the closing price of our common stock on the last trading day of 2024 ($69.87) and the methods prescribed by regulations under IRC Section 280G. For the service based RSUs, the value received is reduced by a value for the forgiven service as prescribed by the calculation methodology in IRC Reg §1.280G Q&A 24(c). The actual amount received by the NEO on the sale of shares from accelerated equity awards will depend on the market values at the time of the change of control. Depending on the terms of the transaction, some or all of the executive’s unvested equity awards may vest without regard to the effect of the Change of Control Agreements, in accordance with the terms of our 2012 EIP. The Change of Control Agreement with each NEO provides that the lump sum cash value should be reduced by an amount needed to avoid the excise tax due under IRC Section 4999, if that creates the best after-tax result for the executive. If the change of control occurred on December 31, 2024, Mr. Coogan and Mr. Blumenstock would be subject to excise taxes under IRC Section 4999 if they received the full payout in the table, for which they would be personally liable. In both the case of Mr. Coogan and Mr. Blumenstock, the amount of the excise tax due on the full payout is less than the amount the payout would need to be reduced to avoid the tax, so the amount in the table is the full payout without adjustment.