DEF 14A of Axcelis Technologies Inc, Mar 31, 2026

DEF 14A of Axcelis Technologies Inc

Filed Mar 31, 2026 · FY20250001104659-26-037356

Open on EDGAR

  1. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS The Board has nominated all of our current directors for re-election at the 2026 annual meeting of stockholders. All of the nominees were elected to terms of one year at the 2025 annual meeting. Each nominated director will, if elected, hold office for a term of one year until our annual meeting in 2027 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 2026 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 independent director nominees joined the Board in 2015 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

    | | Chiu | Graves | Kurtzweil | Low | Quirk | Sayiner | St. Dennis | Titinger | | Semiconductor Industry | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Manufacturing and Operations | ✓ | ✓ | ✓ | ✓ | | | ✓ | ✓ | | Customer Viewpoint | ✓ | | | ✓ | ✓ | ✓ | ✓ | ✓ | | Global Business Experience | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Public Company CEO | ✓ | | | ✓ | | ✓ | ✓ | ✓ | | Financial, Accounting, and Capital Markets | | ✓ | ✓ | ✓ | ✓ | ✓ | | | | Business Development and M&A | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | ✓ | | Risk Management | ✓ | ✓ | ✓ | | ✓ | ✓ | ✓ | | | Product Development and Innovation | ✓ | | | ✓ | | ✓ | ✓ | ✓ | | Human Capital | | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | | Digital Strategy and Transformation | | ✓ | ✓ | ✓ | | | | ✓ |

  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 one woman, Ms. Quirk; Mr. Titinger, with Hispanic ethnicity; and Dr. Chiu, with Asian ethnicity. As disclosed in the charts under “Stockholder Engagement— Responsiveness to Stockholder Interest in Sustainability Issues” above, these three nominees are not white non-Hispanic men, representing approximately 38% of all nominees for election at the 2026 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

    | 2026 Nominees for Election to the Axcelis Board | | | Tzu-Yin (“TY”) Chiu, Ph.D.: Director since 2018, age 69 | | | Business Experience and Other Directorships | Qualifications and Attributes | | Dr. Tzu-Yin Chiu has served as President of National Silicon Industry Group (“NSIG”) since April 2020. NSIG is the parent company of Shanghai Xinsheng Semiconductor Technology Co., Ltd (known as “Zing Semi”), a provider of high-quality semiconductor wafer research and development, production, and sales, for which Dr. Chiu served as Chief Executive Officer from 2019 until April 2025. 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 Chief Executive Officer 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. and Chairman of the Board of New Ray Mask. 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 65 | | | Business Experience and Other Directorships | 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 he retired from Entegris in July 2023. In addition to the CFO title, Mr. Graves was also Entegris’ 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, and Janel Corporation, a global logistics provider. He previously served as a director of Plug Power Inc., an energy solutions provider, until June 2019 and SkyWater Technology, Inc., a U.S. semiconductor foundry, until May 2025. | 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. | | Russell J. Low, Ph.D.: Director since 2023, age 55 | | | Business Experience and Other Directorships | Qualifications and Attributes | | Dr. Low became Axcelis’ President and Chief Executive Officer in May 2023, also joining the Company’s Board at that time. Dr. Low joined Axcelis in October 2016, first serving as Executive Vice President, Engineering and then as Executive Vice President, Global Customer and Engineering Operations, effective January 2021. Prior to joining the Company, Dr. Low held the position of Vice President of Engineering, MOCVD Business Unit at Veeco Instruments Inc. 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. Dr. Low joined the North American Advisory Board (NAAB) of SEMI International in 2023 and the Massachusetts High Tech Council Board in 2024. | Dr. Low’s technical understanding and extensive management experience at the Company, and more broadly in our industry, contributed to his selection as Axcelis’ 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. The Board highly values his contributions in these roles. |

  6. PROPOSAL 1: ELECTION OF DIRECTORS

    | John T. Kurtzweil, CPA & CMA: Director since 2015, age 69 | | | Business Experience and Other Directorships | Qualifications and Attributes | | Mr. Kurtzweil has served as an independent consultant since 2017, 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. From 2012 until 2014, Mr. Kurtzweil served as Senior Vice President, Chief Financial Officer and Special Advisor to the Chief Executive Officer 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 U.S. semiconductor foundry, from 2020 until May 2024. | Mr. Kurtzweil brings to the Board significant senior executive leadership experience, including 19 years as a chief financial officer of publicly traded technology companies, during which he participated in placing an aggregate of over $2.0 billion in equity and debt instruments. His technology industry experience includes several M&A transactions which, 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

    | Jeanne Quirk: Director since 2022, age 56 | | | Business Experience and Other Directorships | 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 semiconductor 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, Ph.D.: Director since 2024, age 60 | | | Business Experience and Other Directorships | 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., Teradyne, Inc., and SanDisk Corporation. 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 a 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 72 | | | Business Experience and Other Directorships | 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 64 | | | Business Experience and Other Directorships | 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 FormFactor, a leading provider of semiconductor wafer test technologies and expertise, and 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 on our Compensation Committee since his appointment to the Board in August 2019, and he served as Chairperson of the Compensation Committee from May 2022 to May 2025. He has also served 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 on the recommendation of the Nominating and Governance Committee. 2025 Director Cash Compensation. Our non-employee director cash compensation in effect during 2025 consisted solely of annual cash retainers, paid quarterly in advance. 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 Board compensation to that provided by the companies in our executive compensation peer group. The 2024 report showed that the retainers for certain categories of director service were below the median, and the Board approved changes to the annual cash retainers for service as an independent 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. Following the Board’s practice of reviewing Board compensation every other year, no review was undertaken in 2025. Accordingly, our non-employee director cash compensation retainers paid for service in 2025 were in accordance with the following schedule:

  13. Compensation of Directors

    | Role | Annual Retainer | | Board Member | $65,000 | | Audit Committee Chair | $25,000 | | Compensation Committee Chair | $20,000 | | Nominating and Governance Committee Chair | $10,000 | | Technology and New Product Development Committee Chair | $10,000 | | Audit Committee Member | $12,500 | | Compensation Committee Member | $10,000 | | Nominating and Governance Committee Member | $5,000 | | Technology and New Product Development Committee Member | $5,000 | | Chairperson/Lead Director of the Board Premium | $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. In accordance with Axcelis’ Board of Directors Expense Reimbursement Policy, non-employee directors also receive reimbursement of reasonable and customary out-of-pocket expenses incurred in attending Board and committee meetings, director orientation sessions, director or executive search events, investor meetings, and (subject to a $3,000 annual limit, excluding reimbursable travel expenses) director educational seminars. 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 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. 2025 Equity Awards. On May 8, 2025, 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 2025 annual meeting, effective May 15, 2025, of restricted stock units (“RSUs”) valued at $175,000. The number of units was determined by dividing $175,000 by a dollar amount equal to the average of the closing prices of the Company’s common stock over the 30 trading days ending on May 9, 2025, which was $48.80. In accordance with this formula, each non-employee director received 3,586 RSUs. Using the grant date closing price of $62.67, each director RSU grant had a grant date value of $224,735. The Board fixed a one-year vesting period for the 2025 non-employee director RSU grants, reflecting market practice. Accordingly, the 2025 non-employee director RSU grants will vest on May 15, 2026, 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 2025:

  15. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Tzu-Yin Chiu | $70,000 | $224,735 | $294,735 | | Greg Graves | $95,000 | $224,735 | $319,735 | | John T. Kurtzweil | $95,000 | $224,735 | $319,735 | | Jeanne Quirk | $87,500 | $224,735 | $312,235 | | Necip Sayiner | $80,000 | $224,735 | $304,735 | | Thomas St. Dennis | $80,000 | $224,735 | $304,735 | | Jorge Titinger | $137,500 | $224,735 | $362,235 | | Dipti Vachani(3) | $20,000 | $— | $20,000 |

  16. Compensation of Directors

    The amounts shown represent the grant date fair value of the equity awards received by each independent director in 2025 determined in accordance with the assumptions described in the Stock Award Plans and Stock-Based Compensation note to the Company’s 2025 Financial Statements included in the Company’s Annual Report on Form 10-K filed with the SEC. Each of the independent directors received a grant of 3,586 RSUs on May 15, 2025 with a grant date fair value of approximately $224,735. These awards will vest as to 100% of the RSUs on May 15, 2026, provided the director completes his or her one-year term of office. (2) None of the non-employee directors received stock option grants in 2025. No non-employee director held stock options at year end 2025. Ms. Vachani’s service as a Board member ended at the 2025 annual meeting.

  17. 2025 Say-on-Pay Vote

    2025 Say-on-Pay Vote At our 2025 annual meeting, approximately 87.1% of votes cast were in favor in the advisory vote on 2024 executive compensation (commonly referred to as “Say-on-Pay”). The Compensation Committee of our Board considered that the results of the 2025 Say-on-Pay vote validated our general approach to executive compensation. The overall structure of our 2025 executive compensation was unchanged from that in 2024. 2025 Executive Target Compensation Balanced Service and Performance-Based Components. • Target base salary represented approximately 15% of the 2025 total target compensation of the Company’s CEO (Russell J. Low) and an average of approximately 28% of the 2025 total target compensation of the non-CEO NEOs. Target compensation does not reflect the approximately 4% reduction in base salary for all the NEOs in 2025 due to a two-week unpaid furlough. • In 2025, Dr. Low’s target cash incentive compensation represented approximately 15% of his total target compensation and his equity compensation was equally divided between service-vesting RSUs and PRSUs. Cash and equity performance-based components totaled approximately 50% of Dr. Low’s total target compensation in 2025. For the non-CEO NEOs, on average, performance-based cash and equity components represented approximately 45% of their total 2025 target compensation. Target cash incentive compensation does not reflect the approximately 4% reduction in base salary for all the NEOs in 2025 due to a two-week unpaid furlough. • Each NEO received two 2025 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 approximately 70% of total target compensation for Dr. Low and approximately 54% of the 2025 total target compensation, on average, of the other NEOs. The 2025 target compensation elements for Dr. Low and the average for the other NEOs are shown in the chart below: 2025 Aggregate Realized Compensation Was Above Target. The 2025 compensation realized by the NEOs was slightly above target pay when the above-target 2025 ATI payout is combined with an above-target achievement on the 2025 PRSUs, slightly offset by the reduction in base salary as a result of the two-week unpaid furlough. 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. The NEOs earned 112.5% of the PRSUs granted in 2025 based on the achievement of eight out of ten 2025 operational goals, two weighted at 25% of target and eight weighted at 12.5%. The earned 2025 PRSUs will vest as to 50% in February 2027, and the remaining 50% will vest in February 2028, subject to continuation of employment. As a result of the above-target achievement of PRSUs and the above-target payout on the 2025 Axcelis Team Incentive Plan, Dr. Low received approximately 104% of his target pay for 2025, and, on average, the other NEOs received approximately 102% of their target pay for 2025, assuming all earned 2025 PRSUs and service-vesting RSUs vest over the remaining service periods. The chart below compares our CEO’s 2025 realized compensation to his 2025 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 base pay without adjustment for the unpaid furlough, the target cash incentive, and approved value of equity awards. For “realized” compensation, we use actual base pay, actual cash incentive paid, and the approved value of equity awards, adjusted for the results of the achievement of performance objectives under our PRSUs.

  18. 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); • 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.

  19. Review of Executive Compensation in 2025

    Review of Executive Compensation in 2025 All executive compensation is determined by the Compensation Committee of the Board. 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 2025 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 2025 compensation were made with reference to a full benchmarked review of executive compensation provided by Pearl Meyer in November 2024. This Pearl Meyer report covered both cash and equity compensation for each of the executive officer positions at Axcelis in comparison to market data. In developing its reports for the Compensation Committee, Pearl Meyer obtained compensation information for a group of companies which had been selected by the Committee as peers for executive compensation purposes. In addition, Pearl Meyer used industry-specific survey data 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. The Company’s compensation peer group for the November 2024 Pearl Meyer benchmarking report consisted of the following 15 companies selected by the Compensation Committee (removing 3D Systems Corporation, ACM Research, Inc., and Varex Imaging Corporation, and adding Entegris, Inc., IPG Photonics Corporation, MKS Instruments, Inc., Novanta Inc., and OSI Systems, Inc.): Advanced Energy Industries, Inc. Cohu, Inc. Entegris, Inc. FormFactor, Inc. Ichor Holdings, Ltd. IPG Photonics Corporation Kulicke and Soffa Industries, Inc. MKS Instruments, Inc. Novanta Inc. Onto Innovation Inc. OSI Systems, Inc. Photronics, Inc. Ultra Clean Holdings, Inc. Veeco Instruments Inc. Viavi Solutions Inc. In August 2025, the compensation peer group was reviewed for benchmarking executive compensation in 2026, and the Committee approved an updated peer group with 13 members, removing Entegris, Inc. and MKS Instruments, Inc.

  20. 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 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. | |

  21. 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 2025, the Committee approved base pay for all NEOs after a review of the Pearl Meyer benchmarking report received in November 2024. Dr. Low’s 2025 base pay amount was set at the minimum base pay established by his Employment Agreement with the Company. No changes were made to the base pay of the other NEOs from that existing at the end of 2024. However, the NEOs’ voluntary participation in the two-week unpaid furlough held in 2025 had the effect of reducing base pay by approximately 4%.

  22. Annual Cash Incentive—2025 Axcelis Team Incentive Plan

    Annual Cash Incentive—2025 Axcelis Team Incentive Plan In February 2025, the Compensation Committee adopted the Company’s annual cash incentive plan, the 2025 Axcelis Team Incentive Plan. Approximately 1,025 individuals participated in the 2025 ATI, with participants, depending on band, either (i) assigned a target payout expressed as a percentage of base salary paid for the year or (ii) assigned a flat target payout. As aligned with benchmarking, Dr. Low’s 2025 ATI target was set at 100%, Mr. Coogan’s was set at 70%, and the 2025 ATI targets for Ms. Evans, Mr. Blumenstock, Dr. Redinbo, and Dr. Tatnall were set at 60%. The Committee also determined to use a single metric of Adjusted Earnings Before Interest, Taxes, Depreciation, and Amortization (“Adjusted EBITDA”) for the 2025 ATI (as opposed to the metrics of revenue, operating profit, and gross margin used in 2024). The usage of an Adjusted EBITDA metric reduces forecast risk by focusing more on profitability of the Company. The minimum, 100%, and maximum metrics reflect Adjusted EBITDA before the impact of the expense associated with the 2025 ATI. The table below shows the metric established for the 2025 ATI, setting 25%, 100%, and 200% funding scores for 2025 Adjusted EBITDA. The 2025 ATI funding level was capped at a 200% payout.

  23. Annual Cash Incentive—2025 Axcelis Team Incentive Plan

    | | Minimum | Target | Maximum | Weighting of Metric | | Score | 25% | 100% | 200% | | | Adjusted EBITDA | $157.4 | $197.8 | $261.5 | 100% |

  24. Annual Cash Incentive—2025 Axcelis Team Incentive Plan

    Under the 2025 ATI plan design, actual 2025 financial performance is placed within the Adjusted EBITDA metric framework to determine the level of achievement. In determining performance against the metric, the Compensation Committee will consider all adjustments approved by the Audit Committee for public reporting purposes. Assuming the minimum level is met, the metric is scored by placing the 2025 Adjusted EBITDA result between the applicable goal posts (25% and 100% or 100% and 200%) and interpolating the final score. The final score is then submitted to the Compensation Committee for approval. Notwithstanding any of the foregoing, consistent with 2024, payout under the 2025 ATI may not exceed 30% of pre-payout profit or Adjusted EBITDA of the Company. The Compensation Committee had decision-making authority for any adjustments applied to actual financial results based upon certain enumerated factors. No adjustment to the 2025 ATI score was made by the Compensation Committee. As designed, actual payouts equal the individual participant’s target payout multiplied by the 2025 ATI score determined using the metric set by the Compensation Committee. In February 2026, the Compensation Committee determined that the final 2025 ATI funding score was 103.1%, based on the Company’s Adjusted EBITDA for the year, with the resulting scores shown in the chart below:

  25. Annual Cash Incentive—2025 Axcelis Team Incentive Plan

    | Metric | 2025 Results (in Millions) | Score | Weighting | Weighted Score | | 2025 Adjusted EBITDA | $199.7 | 103.1% | 100% | 103.1% |

  26. Annual Cash Incentive—2025 Axcelis Team Incentive Plan

    This funding score resulted in the 2025 non-equity incentive plan compensation to the NEOs as shown in the 2025 Summary Compensation table below. A payout of the 2025 ATI was made in the first quarter of 2026.

  27. Long-Term Equity Incentive Compensation

    Long-Term Equity Incentive Compensation Equity Compensation Philosophy. Equity compensation for NEOs, which takes the form of restricted stock units, 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 CEO 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 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 Equity Incentive Plan 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 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 performance-based RSUs (“PRSUs”). It is the Compensation 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 Compensation 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 Compensation 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. 2025 Annual Equity Grants. In March 2025, 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, with 50% of the total 2025 annual grants to the NEOs vesting based on service alone, and 50% to be earned based on the achievement of performance goals, followed by service-based vesting. In March 2025, the Compensation Committee fixed values for the 2025 RSU grant to each NEO, taking into account the peer group and survey data in the November 2024 Pearl Meyer report. The Compensation Committee set the values for the 2025 annual RSU awards to Dr. Low, Mr. Blumenstock, Dr. Redinbo, and Dr. Tatnall at the same level as their respective annual grants in 2024. The Compensation Committee increased the 2025 annual RSU grant value for Mr. Coogan relative to 2024, and approved Ms. Evans’ first annual grant, having joined the Company in December 2024. 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 the 30 trading days ending on May 9, 2025 (three trading days prior to the grant date). The 2025 annual RSU grants to NEOs are set forth in the Grants of Plan Based Awards in Fiscal 2025 table below. The service-based 2025 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 2029 (assuming continuation of employment). The 2025 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 Compensation 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, the PRSUs permit recipients to earn above target awards for over-target performance. The 2025 PRSUs have two goals counting for 25% of the target grant, and the remaining eight goals counting for 12.5% of the target grant. Accordingly, it was possible for the NEOs to earn either more or less than 100% of the granted 2025 PRSUs, with the achievement of all ten goals earning them a maximum of 150% of the target grant. The 2025 PRSUs were designed to drive the achievement of specific operational goals that needed to be achieved in 2025 for the Company to fulfill its growth strategy, resulting in high profitability and market share. As in prior years, the Compensation 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, product development and performance, and penetration of targeted customers and geographic markets with specific 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 Compensation Committee are designed to be achieved in the near term and may be more effective at driving the right behavior to achieve desired long-term results. The 2025 PRSU performance goals related to: (i) achieving a targeted reduction in the cost of parts replaced during system installations or warranty; (ii) achieving a specified reduction in the number of defects per system installations; (iii) achieving unscheduled down time below a specified percentage with respect to certain customers; (iv) obtaining purchase orders or evaluation agreements for high energy systems at identified customers, as well as certain other high energy system milestones; (v) penetrating certain customers with our high current tools; (vi) releasing certain programs by the end of the year and selling or obtaining an evaluation agreement for a specific performance enhancement on a silicon carbide system; (vii) achieving technology feasibility, viability, and development milestones for two of three identified programs; (viii) increasing annual recurring

  28. Long-Term Equity Incentive Compensation

    contract revenue and upgrades revenue, as well as releasing two of four identified product upgrades; (ix) completing certain market expansion initiatives; and (x) completing on-time software delivery for a specified percentage of new releases, as well as certain performance milestones for software released in 2025. 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 2025 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 2025 PRSUs vest in 2027 and 50% in 2028. In February 2026, the Compensation Committee determined that the Company met eight out of ten performance objectives, and accordingly, 112.5% of the 2025 PRSUs were earned and will vest in accordance with the two-year schedule for the NEOs, assuming continuation of employment.

  29. 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 CEO. 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, 2025, 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 2025. 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 gave notice not to extend the term. No change was made to the agreements with any of the NEOs in 2025. For the amounts due if each of the executive officers had been terminated on December 31, 2025, 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 gave notice not to extend the term. No change was made to these agreements in 2025. See “Payments on Termination or Change of Control—Change of Control Agreements” below.

  30. Risk Assessment of Compensation Policies and Practices

    Risk Assessment of Compensation Policies and Practices In 2025, 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 programs in which there is 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; (2) 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.

  31. 2025 Summary Compensation Table

    2025 Summary Compensation Table

  32. 2025 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, 2025 | | | | | | | | Russell J. Low, President and Chief Executive Officer(5) | 2025 | $608,654 | $3,852,701 | $627,522 | $11,517 | $5,100,394 | | | 2024 | $633,000 | $3,217,435 | $431,706 | $11,367 | $4,293,508 | | | 2023 | $633,000 | $3,076,368 | $431,706 | $9,900 | $4,150,974 | | James G. Coogan, Executive Vice President and Chief Financial Officer (6) | 2025 | $466,346 | $1,541,055 | $336,562 | $11,517 | $2,355,480 | | | 2024 | $485,000 | $1,072,478 | $231,539 | $11,367 | $1,800,384 | | | 2023 | $123,115 | $960,528 | $231,539 | $2,238 | $1,317,420 | | Eileen J. Evans, Executive Vice President, HR and Legal, and General Counsel (7) | 2025 | $384,615 | $898,938 | $237,923 | $91,517 | $1,612,994 | | | 2024 | $18,462 | $864,978 | $0 | $0 | $883,440 | | | 2023 | — | — | — | — | — | | Gerald M. Blumenstock, Executive Vice President, Research, Development, and Engineering(8) | 2025 | $312,500 | $770,590 | $193,313 | $11,449 | $1,287,852 | | | 2024 | $325,000 | $643,532 | $132,990 | $11,231 | $1,112,754 | | | 2023 | $181,250 | $714,997 | $219,473 | $81,563 | $1,197,282 | | Gregory F. Redinbo, Executive Vice President, Marketing and Applications(9) | 2025 | $312,500 | $770,590 | $193,313 | $11,449 | $1,287,852 | | | 2024 | $325,000 | $643,532 | $132,990 | $4,331 | $1,105,854 | | | 2023 | $310,000 | $615,376 | $209,343 | $3,400 | $1,138,119 | | Christopher J. Tatnall, Executive Vice President, Global Customer Operations(10) | 2025 | $312,500 | $770,590 | $193,313 | $11,449 | $1,287,852 | | | 2024 | $325,000 | $643,532 | $132,990 | $11,231 | $1,112,754 | | | 2023 | $310,808 | $367,365 | $209,888 | $9,900 | $897,961 |

  33. 2025 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 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. The Company observed a two-week furlough in 2025 for substantially all employees, including the NEOs, thereby reducing the base salary for each NEO accordingly. (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 Form 10-K filed with the Securities and Exchange Commission for the respective year. Non-equity incentive plan compensation represents amounts that were paid under the Axcelis Team Incentive Plan or the Axcelis Management Incentive Plan for the respective year, as described in the “Compensation Discussion and Analysis” in this proxy statement and in the proxy statement for our 2025 and 2024 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) the dollar value of premiums paid by the Company for life insurance and AD&D 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 Ms. Evans, a sign-on relocation bonus of $80,000 in 2025. (5) Dr. Low became President and CEO on May 11, 2023, having served as an executive officer of the Company since 2016. (6) Mr. Coogan became Executive Vice President and Chief Financial Officer in September 2023, when he was first employed by the Company. (7) Ms. Evans became Executive Vice President and General Counsel in December 2024, when she was first employed by the Company. (8) Mr. Blumenstock became Executive Vice President, Research, Development, and Engineering on June 12, 2023, on which date he was first employed by the Company. (9) Dr. Redinbo became Executive Vice President, 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. Dr. Tatnall became Executive Vice President, 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.

  34. Grants of Plan Based Awards in Fiscal 2025

    Grants of Plan Based Awards in Fiscal 2025

  35. Grants of Plan Based Awards in Fiscal 2025

    | | | 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 | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Russell J. Low | | | $158,250 | $633,000 | $1,266,000 | | | | | | | | 5/15/2025 | 2/12/2025 | | | | | | | 30,738 | $1,926,350 | | | 5/15/2025 | 2/12/2025 | | | | 3,842 | 30,738 | 46,107 | | $1,926,350 | | James G. Coogan | | | $84,875 | $339,500 | $679,000 | | | | | | | | 5/15/2025 | 2/12/2025 | | | | | | | 12,295 | $770,528 | | | 5/15/2025 | 2/12/2025 | | | | 1,537 | 12,295 | 18,443 | | $770,528 | | Eileen J. Evans | | | $60,000 | $240,000 | $480,000 | | | | | | | | 5/15/2025 | 2/12/2025 | | | | | | | 7,172 | $449,469 | | | 5/15/2025 | 2/12/2025 | | | | 897 | 7,172 | 10,758 | | $449,469 | | Gerald M. Blumenstock | | | $48,750 | $195,000 | $390,000 | | | | | | | | 5/15/2025 | 2/12/2025 | | | | | | | 6,148 | $385,295 | | | 5/15/2025 | 2/12/2025 | | | | 769 | 6,148 | 9,222 | | $385,295 | | Gregory F. Redinbo | | | $48,750 | $195,000 | $390,000 | | | | | | | | 5/15/2025 | 2/12/2025 | | | | | | | 6,148 | $385,295 | | | 5/15/2025 | 2/12/2025 | | | | 769 | 6,148 | 9,222 | | $385,295 | | Christopher J. Tatnall | | | $48,750 | $195,000 | $390,000 | | | | | | | | 5/15/2025 | 2/12/2025 | | | | | | | 6,148 | $385,295 | | | 5/15/2025 | 2/12/2025 | | | | 769 | 6,148 | 9,222 | | $385,295 |

  36. Grants of Plan Based Awards in Fiscal 2025

    (1) These threshold, target, and maximum payouts are under the 2025 Axcelis Team Incentive Plan, discussed above in “2025 Compensation Discussion and Analysis—Annual Cash Incentive—2025 Axcelis Team Incentive Plan.” Based on the achievement of financial metrics for 2025, a payout to the NEOs was made under the 2025 ATI, as shown in the Summary Compensation Table. (2) The NEOs were granted PRSUs under the Company’s 2012 Equity Incentive Plan effective May 15, 2025, to be earned based on the achievement of operational performance goals. The threshold number of shares that could be earned was 12.5%, if only one out of 8 performance goals at that level was achieved. There were two additional performance goals each weighted at 25%, so that up to 150% of the target shares could be earned if all 10 performance goals were met. Unearned PRSUs are forfeited. As discussed above, 112.5% of the 2025 PRSUs were earned. 50% of the NEO’s earned shares will vest on February 28, 2027, with the remaining 50% to vest on February 28, 2028. Other than future services to the Company, no consideration was paid or will be due in order to acquire these RSUs. Unvested earned 2025 PRSUs will be forfeited if the NEO’s employment terminates prior to vesting. See “Long-Term Equity Incentive Compensation—2025 Annual Equity Grants” in “2025 Compensation Discussion and Analysis” above. (3) The NEOs were granted service-based RSUs under the Company’s 2012 Equity Incentive Plan effective May 15, 2025, which vest as to 25% of such shares on 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 2025 service-based RSUs will be forfeited if the NEO’s employment terminates prior to vesting. See “Long-Term Equity Incentive Compensation—2025 Annual Equity Grants” in “2025 Compensation Discussion and Analysis” above. Represents the grant date fair value of the equity awards received by the NEO in 2025, determined in accordance with the assumptions described in the Stock Award Plans and Stock Based Compensation note to the Company’s 2025 Financial Statements included in the Form 10-K filed with the Securities and Exchange Commission.

  37. 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 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 2025. The table also provides the same information as an average for the non-CEO NEOs specified in this proxy statement for 2025; the non-CEO NEOs named in our 2025 proxy statement for 2024; the non-CEO NEOs named in our 2024 proxy statement for 2023; and the non-CEO NEOs named in our 2023 proxy statement for 2022 and 2021. 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 2021, 2022, 2023, 2024, and 2025, 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.

  38. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment made on December 31, 2020, 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)(4) | (f) | (g)(4) | (h) | (i) | | 2025 | $5,100,394 | $6,438,448 | $1,566,406 | $1,945,703 | $275.89 | $253.38 | $120,238,000 | $839,048,000 | | 2024 | $4,293,508 | $1,618,794 | $1,282,936 | $742,827 | $289.92 | $269.24 | $200,992,000 | $1,017,865,000 | | 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 | $183,079,000 | $919,998,000 | | 2021 | $1,423,579 | $3,663,680 | $1,405,289 | $3,648,869 | $309.38 | $213.35 | $98,650,000 | $662,428,000 |

  39. Pay Versus Performance

    The non-PEO NEOs reported for the year 2025 are the five NEOs identified in this proxy statement, other than Dr. Low: James G. Coogan, Eileen J. Evans, Gregory F. Redinbo, Christopher J. Tatnall, and Gerald M. Blumenstock. The non-PEO NEOs reported for the year 2024 are the same as the NEOs identified in this proxy statement, other than Ms. Evans. The non-PEOs reported for the year 2023 are the NEOs identified in our 2024 proxy statement, other than Dr. Low and Mary G. Puma, our former CEO: Mr. Coogan, Kevin J. Brewer, Lynnette C. Fallon, Dr. Redinbo, and Mr. Blumenstock. The non-PEOs reported for the years 2022 and 2021 are the NEOs identified in our 2023 proxy statement (the first year for which this report was provided), other than Ms. Puma: Mr. Brewer, Dr. Low, Ms. 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:

  40. Pay Versus Performance

    | | Footnote (2) —Table 1 | | | | | Year | 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) | | 2025 | $5,100,394 | $3,852,701 | $5,190,755 | $6,438,448 | | 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 |

  41. 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:

  42. 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) | | 2025 | $5,247,668 | $302,012 | $(358,926) | $5,190,755 | | 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 |

  43. 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:

  44. Pay Versus Performance

    | | Footnote (3) —Table 1 | | | | | Year | 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) | | 2025 | $1,566,406 | $950,353 | $1,329,651 | $1,945,703 | | 2024 | $1,282,936 | $750,769 | $210,659 | $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 |

  45. 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:

  46. 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) | | 2025 | $1,294,452 | $(38,241) | $73,439 | $1,329,651 | | 2024 | $580,576 | $(273,412) | $(96,504) | $210,659 | | 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 |

  47. Pay Versus Performance

    (4) 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 2025, as shown in the Pay Versus Performance table, the compensation “actually paid” (“CAP”) to our PEO and average other NEOs is higher than the respective amounts shown in the Summary Compensation Table, primarily due to the fact that the price of the common stock was higher at year end 2025 than at year end 2024 and at the May 2025 grant date, which increase in value was offset by a slightly lower stock price at the May 2025 vesting dates in comparison to the price at year end 2025. The Company also outperformed on the five year (2021-2025) cumulative shareholder return in comparison to that of the SOXX Index. The 2025 CAP to our PEO and average other NEOs does not have an intentional relationship with the Company’s five year cumulative total shareholder return, or the last five years of the Company’s net income or revenue. This is because the Company sets executive compensation based on peer information and market data, as discussed in the Compensation Discussion and Analysis above, and not on specific financial performance metrics. Financial results do impact the payouts under the Company’s cash incentive plan, but that is only a portion of the total executive compensation. In addition, the cash incentive payouts result from a comparison of the current year’s performance to a profit plan for the year and are not based on performance over a five year period. The four most important financial measures that impact realized executive compensation at Axcelis are:

  48. Pay Versus Performance

    | Adjusted EBITDA | | Revenues | | Operating Profit | | Gross Margin |

  49. Pay Versus Performance

    We believe these measures 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.

  50. Outstanding Equity Awards at Fiscal 2025 Year End

    Outstanding Equity Awards at Fiscal 2025 Year End

  51. Outstanding Equity Awards at Fiscal 2025 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 | 59,583 | $4,786,898 | 30,738 | $2,469,491 | | James G. Coogan | 22,362 | $1,796,583 | 12,295 | $987,780 | | Eileen J. Evans | 15,762 | $1,266,319 | 7,172 | $576,198 | | Gerald M. Blumenstock | 12,513 | $1,005,294 | 6,148 | $493,930 | | Gregory F. Redinbo | 12,972 | $1,042,170 | 6,148 | $493,930 | | Christopher J. Tatnall | 13,558 | $1,089,250 | 6,148 | $493,930 |

  52. Outstanding Equity Awards at Fiscal 2025 Year End

    (1) None of the NEOs held options to acquire securities of the Company stock at December 31, 2025. All of the NEOs were granted service-based RSUs under the Company’s 2012 Equity Incentive Plan in 2025 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, all of the NEOs, excluding Ms. Evans, were granted PRSUs on May 15, 2024 that were subject to the achievement or performance goals, 150% of which were earned. Half of these 2024 PRSUs vested in February 2025 and the remaining 50% of the 2024 PRSUs vested on February 28, 2026, 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, 2025 was determined by multiplying the number of shares by the closing price on December 31, 2025 (the last trading day of the year) of $80.34. Each of the NEOs were granted PRSUs under the Company’s 2012 Equity Incentive Plan on May 15, 2025 that could be earned based on the achievement of 10 operational performance goals, two of which were weighted 25% and eight of which were weighted 12.5%. The shares shown in the chart represent the target shares for these grants, assuming the achievement of the performance goals totaling 100%. In February 2026, the Compensation Committee determined that 112.5% of the 2025 PRSUs were earned. In accordance with the terms of the grant, 50% of the earned 2025 PRSUs will vest on February 28, 2027, and the remaining 50% will vest on February 28, 2028, in each case assuming continuation of employment. See “Long-Term Equity Incentive Compensation—2025 Equity Grants” in “2025 Compensation Discussion and Analysis” above.

  53. Option Exercises and Stock Vested During Fiscal 2025

    Option Exercises and Stock Vested During Fiscal 2025

  54. Option Exercises and Stock Vested During Fiscal 2025

    | | Stock Awards(1) | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Russell J. Low | 28,871 | $1,661,249 | | James G. Coogan | 6,221 | $392,669 | | Eileen J. Evans | 2,850 | $246,012 | | Gerald M. Blumenstock | 3,895 | $233,825 | | Gregory F. Redinbo | 8,922 | $562,619 | | Christopher J. Tatnall | 5,357 | $293,121 |

  55. Option Exercises and Stock Vested During Fiscal 2025

    (1) None of the NEOs exercised options to acquire securities of the Company during the year ended December 31, 2025. (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.

  56. 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, 2025:

  57. Payments on Termination or Change of Control

    | Estimated Payments under the Low Employment Agreement if due at December 31, 2025 | | | | | Lump sum cash payment(1) | Valueofaccelerated vestingonequity awards(2) | 18 monthsofCOBRA premiumsforhealth coverage(3) | Total | | $2,129,412 | $4,318,182 | $60,289 | $6,507,883 |

  58. 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, 2025 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 ($35,976) were calculated using his annual base salary of $633,000 in effect at December 31, 2025, and the 2024 Axcelis Team Incentive Plan bonus percentage of 68.2%, 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 2025 ($80.34). 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 restricted stock units 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 2026 for Dr. Low’s coverage elections. Actual COBRA rates will change on January 1, 2027. 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 Dr. Redinbo and Dr. Tatnall received an Executive Separation Pay Agreement on his promotion to an executive officer, in 2022 and 2023, respectively. The Company provided each of Mr. Blumenstock, Mr. Coogan, and Ms. Evans with an Executive Separation Pay Agreement on commencement of employment with the Company in 2023, and 2024 with respect to Ms. Evans. 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 the 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, 2025.

  59. Payments on Termination or Change of Control

    | Estimated Payments under the Executive Separation Pay Agreements if due at December 31, 2025 | | | | | | | 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 | $40,193 | $540,193 | | Eileen J. Evans | $400,000 | $15,000 | $40,193 | $455,193 | | Gregory F. Redinbo | $325,000 | $15,000 | $40,193 | $380,193 | | Christopher J. Tatnall | $325,000 | $15,000 | $40,193 | $380,193 | | Gerald M. Blumenstock | $325,000 | $15,000 | $39,639 | $379,639 |

  60. Payments on Termination or Change of Control

    (1) This amount represents 12 months of the NEO’s annual base salary in effect on December 31, 2025. 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. 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 2026 COBRA premiums for the executive’s coverage elections for 2026. Actual COBRA rates will change on January 1, 2027. 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 Agreement 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, 2025, in the event that a change of control and termination occurred on that date, are set forth in the table below:

  61. Payments on Termination or Change of Control

    | Estimated Payments under the Change of Control Agreements if due at December 31, 2025 | | | | | Name | Lump sum cash payment(1) | Value of accelerated vesting on equity awards(2) | Total | | Russell J. Low | $3,165,000 | $4,318,182 | $7,483,182 | | James G. Coogan | $1,576,250 | $1,676,848 | $3,253,098 | | Eileen J. Evans | $1,200,000 | $960,661 | $2,160,661 | | Gregory F. Redinbo | $975,000 | $871,422 | $1,846,422 | | Christopher J. Tatnall | $975,000 | $871,809 | $1,846,809 | | Gerald M. Blumenstock | $975,000 | $874,310 | $1,849,310 |

  62. 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 ATI for 2025, prorated for the months worked during the year. Since termination for all NEOs is assumed at year end, the 2025 ATI 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 NEOs’ outstanding unvested RSU awards using the value of the closing price of our common stock on the last trading day of 2025 ($80.34) 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 Equity Incentive Plan. The amounts in the table reflect the payments as calculated under the Change of Control Agreement before a required adjustment reducing the lump sum cash value 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, 2025, all of the NEOs except Dr. Redinbo 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 the case of Mr. Coogan, Ms. Evans, 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, but in the case of Dr. Low and Dr. Tatnall, the cash value would be decreased to avoid triggering the IRC Section 4999 excise tax.