🧾 What This Document Is

This is Axcelis's definitive proxy statement (DEF 14A). It's a formal document sent to shareholders before the annual meeting. Its purpose is to provide all the information needed for shareholders to make informed voting decisions on the proposals listed. Think of it as the company's official "ballot guide" and governance report.

🏢 What The Company Does

👉 In simple terms, Axcelis Technologies makes specialized machines called ion implanters. These are critical tools used by semiconductor (chip) manufacturers to build chips. They are a leader in equipment for power semiconductors, which are used in electric vehicles, renewable energy, and industrial power supplies.

📅 Meeting Details & Proposals

The annual meeting will be held on Tuesday, May 5, 2026, at 11:00 a.m. at the company's office in Beverly, Massachusetts. Shareholders as of March 12, 2026, can vote.

There are three main proposals to vote on:

1. Elect 8 Directors: Vote for the entire board slate recommended by the company.
2. Ratify Auditor: Approve the selection of Ernst & Young LLP as the independent accounting firm for 2026.
3. Advisory Vote on Pay (Say-on-Pay): Approve, on a non-binding basis, the compensation of the company's top executives.

👉 Why it matters: The "Say-on-Pay" vote is a key way shareholders express approval or disapproval of executive compensation. Last year, 87.1% of votes were in favor, showing strong support.

👥 Meet the Board Nominees

The board is asking to re-elect its entire current slate of eight directors. Here’s a quick look at their diverse expertise:

• Dr. Tzu-Yin (TY) Chiu: Deep semiconductor industry expertise, especially in the Asian market.
• Gregory B. Graves: Former CFO of a semiconductor supplier, brings financial acumen.
• Russell J. Low: The company's President & CEO, essential for operational insight.
• John T. Kurtzweil: Financial expert, Audit Committee Chair, cybersecurity training.
• Jeanne Quirk: Expert in mergers & acquisitions from her role at TE Connectivity.
• Dr. Necip Sayiner: Former CEO of several chip companies, provides customer perspective.
• Thomas St. Dennis: Veteran of the semiconductor equipment industry.
• Jorge Titinger: The independent Chairperson of the Board, with broad executive and cybersecurity experience.

👉 Why it matters: The board highlights that 3 of the 8 nominees (38%) are diverse (not non-Hispanic white males), reflecting efforts to enhance board diversity.

💰 Director Compensation in 2025

Non-employee directors are paid for their service. In 2025, their compensation included:

• Annual Cash Retainers: Base of $65,000, plus extra for committee leadership and chair roles (e.g., +$60,000 for the Board Chairperson).
• Equity Awards: Each received Restricted Stock Units (RSUs) with a grant-date value of $224,735, vesting after one year.

👉 Why it matters: This mix of cash and stock aligns directors' interests with shareholders. The total compensation for most directors was around $300,000 - $360,000.

⚖️ Governance & Oversight

Axcelis emphasizes its strong corporate governance practices:

• Independent Leadership: The Board Chair, Jorge Titinger, is independent.
• Committees: The Board has four key committees: Audit, Compensation, Nominating & Governance, and Technology & New Product Development. Each is composed of independent directors.
• Risk Oversight: The Board, led by the Audit Committee, oversees major risks, including cybersecurity threats.
• Stockholder Engagement: The company reports active outreach to investors and considers their feedback on compensation and sustainability.
• Stock Ownership: Directors and executives are required to hold significant amounts of company stock, aligning their wealth with shareholders.

🔮 What's Next & What This Signals

The immediate "next" is the May 5 shareholder vote. More broadly, the filing signals that Axcelis is focused on:

• Maintaining its leadership in the power semiconductor equipment market.
• Navigating an industry "digestion" period (temporary slowdown in spending) with strong margins and cash flow.
• Continuing to invest in new products like the Purion Power Series+ Platform and SiC (Silicon Carbide) implanters.
• Responding to investor interests in sustainability and governance, as detailed in their reports.

🧠 The Analogy

Think of Axcelis's annual shareholder meeting like a corporate town hall. This proxy statement is the agenda and informational packet. The board is the town council being re-elected, the auditor is the independent inspector reviewing the town's books, and the executive pay vote is the town's citizens checking whether the mayor and department heads' salaries are fair for the job they're doing. The document lays out the council's qualifications, the town's finances, and the big projects planned for the year ahead.

📇 Key Contacts & People

• Eileen J. Evans, Secretary (Signatory on the Notice)
• Jorge Titinger, Chairperson of the Board
• Russell J. Low, President & CEO
• John T. Kurtzweil, Audit Committee Chair
• Gregory B. Graves, Compensation Committee Chair (as of May 2025)
• Jeanne Quirk, Nominating & Governance Committee Chair

Contact for meeting materials: Axcelis Technologies, Inc., 108 Cherry Hill Drive, Beverly, Massachusetts 01915, Attn: Corporate Secretary, telephone: (978) 787-4000.

🧩 Final Takeaway

This proxy statement paints a picture of a company with stable governance and a board heavily experienced in semiconductors. The key takeaway for shareholders is to review the director slate, the executive compensation structure (which performed well last year), and to participate in the vote to have their say on these important matters. The company is positioning itself to weather industry cycles while investing in future growth areas like SiC.