PROXY STATEMENT - TABLE OF CONTENTS


GENERAL INFORMATION ABOUT VOTING			31
	SHARE OWNERSHIP OF 5% STOCKHOLDERS			74
	SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS			85
	STOCKHOLDER ENGAGEMENT			97
	PROPOSAL 1: ELECTION OF DIRECTORS			1110
	BOARD OF DIRECTORS			2021
	BOARD COMMITTEES			2425
	CORPORATE GOVERNANCE			2931
	PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			3741
	PROPOSAL 3: ~~APPROVAL OF AMENDMENT TO THE 2012 EQUITY INCENTIVE PLAN~~	39
~~PROPOSAL 4: APPROVAL OF AN~~ AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION ~~TO IMPLEMENT A REVERSE STOCK SPLIT~~			5043
	PROPOSAL 5:4: ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION			5946
	EXECUTIVE COMPENSATION			6048

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PRELIMINARY COPIES FILED PURSUANT TO RULE 14a-6(a)

GENERAL INFORMATION ABOUT VOTING

The Board of Directors of Axcelis Technologies, Inc. ~~("Axcelis"~~(“Axcelis” or the ~~"Company"~~“Company”) is soliciting your proxy for use at the ~~2016~~2024 annual meeting of stockholders to be held on ~~Wednesday,~~Thursday, May ~~4, 2016~~9, 2024 and at any adjournment of the meeting. This proxy statement and the accompanying proxy card are first being sent or given to stockholders of Axcelis on or about ~~March 18, 2016.~~, 2024. The meeting will be held at the offices of ~~Locke Lord LLP, 111 Huntington Avenue, Boston,~~the Company at 108 Cherry Hill Drive, Beverly, Massachusetts. ~~A map showing these offices can be found at www.lockelord.com, under the View Offices/Boston tab.~~ Stockholders should bring identification and, after checking in with the Security Desk in the building lobby, ~~present themselves at~~they will be directed to the ~~office's main reception on the 20th floor.~~

meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May ~~4, 2016:~~9, 2024: This proxy statement and our Annual Report to Stockholders are available on our website at: www.axcelis.com/proxy.html.

Who can vote. You may vote your shares of Axcelis common stock at the annual meeting if you were a stockholder of record at the close of business on March ~~11, 2016.~~15, 2024. On that date, there were shares of common stock outstanding. You are entitled to one vote for each share of common stock that you held on the record date.

How to vote your shares. You may vote either by proxy or by attending the meeting and voting in person. To vote by proxy, either (A) complete, sign, date and mail the proxy card or voting instruction form or (B) follow the instructions on the card or form for voting online or by telephone. ~~If your shares are held by a nominee (e.g., a bank or broker), you must request a legal proxy from your nominee as proof of ownership in order to vote in person at the meeting.~~

The proxies named in the proxy card will vote your shares as you have instructed. If you sign and return the proxy card without indicating how your votes should be cast, the proxies will vote your shares in favor of each proposal, as recommended by our Board of Directors. Even if you plan to attend the meeting, please vote by mail, telephone or online as instructed on the proxy card or voting instruction form to ensure that your shares are represented at the meeting. If you attend the meeting, you can ~~still~~ revoke your proxy by voting in person. If your shares are held in a brokerage or bank account, you must make arrangements with your broker or bank to vote your shares in person.

Proposals to be considered at the annual meeting. The principal business expected to be transacted at the meeting, as more fully described below, will be the ~~re-election~~election of nine directors ~~whose current terms end in 2016, the ratification~~(all of whom are incumbent directors); an advisory vote to ratify the selection of independent auditors for the Company; a vote on a proposal to amend our Restated Certificate of ~~the Company, the approval of an amendment~~Incorporation to ~~the 2012 Equity Incentive Plan, the authorization of a reverse stock split,~~reflect new Delaware law provisions limiting officer liability; and an advisory vote on our 2023 executive compensation.

Quorum. A quorum of stockholders is required to transact business at the meeting. A majority of the outstanding shares of common stock entitled to vote, represented at the meeting in person or by proxy, constitutes a quorum for the transaction of business.

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Number of votes required and the Axcelis Board of ~~Directors'~~Directors’ recommendation. The votes required to approve the proposals that are scheduled to be presented at the meeting and the recommendation of ~~Axcelis'~~Axcelis’ Board of Directors on each are as follows:

	Proposal			Required Vote			Axcelis Board Recommendation
~~Proposal~~		~~Required Vote~~		~~Axcelis Board~~ ~~Recommendation~~
Election of nine nominees as directors.			Each nominee must receive a plurality of the votes cast.			FOR ALL of the Axcelis Board-recommended nominees named in this proxy statement and on the proxy card
	Ratification of the appointment of our independent registered public accounting firm (our ~~"independent auditors"~~“independent auditors”) to audit our financial statements for ~~2016.~~2024.			This non-binding proposal will be considered approved if more votes are cast in favor than against.			FOR ratification
~~Approval~~	To amend the Restated Certificate of Incorporation of the ~~proposed~~Company to limit the liability of executive officers to the extent permitted under Delaware law.			The amendment to the ~~2012 Equity Incentive Plan.~~		~~The amendment will be considered approved if more votes are cast in favor than against.~~		~~FOR~~ ~~approval~~
~~Approval of an amendment to the Company's~~Restated Certificate of Incorporation ~~to effect~~must be approved by a ~~1 for 4 reverse stock split.~~		~~The proposal will be considered approved if 75%~~majority of the outstanding shares of common stock ~~entitled to vote at~~on the ~~meeting are cast in favor~~record date.			FOR the amendment
	Approval of the ~~proposal.~~		~~FOR~~ ~~approval~~
~~Approval of the~~2023 compensation of our named executive officers as described under ~~"Executive Compensation"~~“Executive Compensation” in this proxy statement.			This non-binding proposal will be considered approved if more votes are cast in favor than against.			FOR approval

Abstentions. Abstaining from voting on any of the proposals will reduce the number of votes cast as well as the number of votes in favor so will have no impact on the results of voting ~~except~~for the election of directors, the ratification of the selection of independent auditors or the advisory vote on our 2023 executive compensation, since the results of those votes are based on the percentage of votes cast. However, in the case of the ~~reverse stock split~~ proposal ~~which requires~~to amend the ~~affirmative vote~~Company’s Restated Certificate of ~~75%~~Incorporation, the result is based on a percentage of shares outstanding, so abstentions will reduce the ~~outstanding common stock.~~ ~~In the case of the reverse stock split proposal, an abstention is~~percentage in favor to the same degree as a negative vote.

Broker non-votes. A broker non-vote occurs when a broker cannot vote a ~~customer's~~customer’s shares registered in the ~~broker's~~broker’s name because the customer did not send the broker instructions on how to vote on the matter and the broker is barred by law or stock exchange regulations from exercising its discretionary voting authority in the particular matter. Brokers will have voting

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discretion for shares registered in their own name on the proposal to ratify the appointment of our independent auditors, but not in the election of directors or the other proposals. Broker non-votes will not be included in the votes cast, so will have no impact on the results of voting with respect to the election of directors, ~~and~~ the ~~other proposals, except~~ratification of the selection of independent auditors, or the advisory vote on our 2023 executive compensation. However, in the case of the ~~reverse stock split~~ proposal ~~which requires~~to amend the ~~affirmative vote~~Company’s Restated Certificate of ~~75%~~Incorporation, the result is based on a percentage of ~~the~~shares outstanding, ~~common stock.~~ ~~In the case of the reverse stock split proposal,~~so a broker non-vote iswill reduce the percentage in favor to the same degree as a negative vote.

If your shares are held in a stock brokerage account or by a bank or other nominee. You are considered the beneficial owner of shares held in a brokerage or bank account, and these proxy materials are being forwarded to you by your broker, bank, or other nominee, which is considered the

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stockholder of record with respect to those shares. As a beneficial owner, you have the right to direct your broker, bank, or other nominee on how to vote the shares in your account.Your broker, bank, or other nominee will only be able to vote your shares with respect to the proposals at the annual meeting (other than the ratification of the auditor appointment) if you have instructed them how to vote. Your broker, bank, or other nominee has enclosed a voting instruction form for you to use to direct the broker, bank, or other nominee regarding how to vote your shares. Please instruct your broker, bank, or other nominee how to vote your shares using the voting instruction form. Please return your completed proxy card or voting instruction form to your broker, bank or other nominee and contact the person responsible for your account so that your vote can be counted. If your broker, bank, or other nominee permits you to provide voting instructions via the Internet or by telephone, you may vote that way as well.

Discretionary voting by proxies on other matters. Aside from the proposals for the election of directors, the ratification of our selection of auditors, the ~~approval of an amendment to the 2012 Equity Incentive Plan, the~~ advisory vote on 2023 executive compensation, and the ~~votes related~~proposal to amend the ~~reverse split,~~Restated Certificate of Incorporation, we do not know of any other proposals that may be presented at the ~~2016~~2024 annual meeting. If another matter is properly presented for consideration at the meeting, the persons named in the accompanying proxy card will exercise their discretion in voting on the matter.

How you may revoke your proxy. You may revoke the authority granted by your executed proxy card at any time before we exercise it by filing with our Corporate Secretary, Lynnette C. Fallon, a written revocation or a duly executed proxy card bearing a later date, or by voting in person at the meeting. If your shares are held in a brokerage account, you must make arrangements with your broker or bank to revoke your proxy.

Expenses of solicitation. We will bear all costs of soliciting proxies. We will upon request reimburse brokers, custodians and fiduciaries for out-of-pocket expenses incurred in forwarding proxy solicitation materials to the beneficial owners of stock held in their names. In addition to solicitations by mail, our directors, officers and employees may solicit proxies from stockholders in person or by other means of communication, including telephone, facsimile and e-mail, without additional remuneration. ~~Also, the Company has retained Georgeson Inc. to aid in soliciting proxies for a fee estimated not to exceed $10,000 plus expenses.~~

Householding of Annual Meeting Materials. Some banks, brokers and other nominee record holders may be ~~"householding"~~“householding” our proxy statements and annual reports. This means that

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only one copy of our proxy statement and annual report to stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you if you call or write us at the following address or telephone number: Axcelis Technologies, Inc., 108 Cherry Hill Drive, Beverly, Massachusetts 01915, Attn: Corporate Secretary, telephone: (978) 787-4000. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address and telephone number. Our annual report is also available on our website at www.axcelis.com.

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SHARE OWNERSHIP OF 5% STOCKHOLDERS

The following table shows the amount of our common stock beneficially owned as of December 31, ~~2015~~2023 by persons known by us to own more than 5% of our common stock.

Beneficial Owner (1)	Shares Owned		Percent of Class
BlackRock, Inc. (2)
55 East 52nd Street, New York, NY 10055		6,088,685	18.6%
The Vanguard Group (3)
100 Vanguard Blvd., Malvern, PA 19355		4,040,912	12.4%

Beneficial Owner (1)

Shares
Owned

Percent of Class
PRIMECAP Management Company (2)

225 South Lake Ave., #400, Pasadena, CA 91101
13,674,200 11.8%
Donald Smith & Co., Inc. (3)

152 West 57^th Street, New York, NY 10019
11,464,613 9.9%
Senvest Management, LLC and Richard Marshaal (4)

540 Madison Avenue, 32^nd Floor, New York, NY 10022
7,928,993 6.8%
BlackRock, Inc. (5)

55 East 52^nd Street, New York, NY 10055
6,943,481 6.0%
(1)

~~(1)~~: Unless otherwise noted, the number of shares beneficially owned by each person listed includes any shares over which a person has sole or shared voting or investment power. The percentage ownership of each person listed in the table was calculated using the total number of shares outstanding on December 31, ~~2015 (115,981,228~~2023 (32,674,775 shares).

(2)

Based on a Schedule 13G/A filed with the Securities and Exchange Commission (the ~~"SEC"~~“SEC”) in ~~February 2016~~January 2024 reporting on ownership as of December 31, 2015. This filing states that PRIMECAP Management Company is a registered investment adviser. According to the Schedule 13G, PRIMECAP Management Company has sole voting power over 11,570,000 shares and sole dispositive power over all of the shares reported in the table.

~~(3)~~

Based on a Schedule 13G filed with the Securities and Exchange Commission in February 2016 reporting on ownership as of December 31, 2015, which states that such shares are owned by advisory clients of Donald Smith & Co., Inc., a registered investment adviser. According to the Schedule 13G, Donald Smith & Co., Inc. has sole voting power over 9,748,972 of such shares and the sole power to dispose of all of such shares. According to the Schedule 13G, Donald Smith Value Fund, L.P., Donald Smith Long/Short Equities Fund, L.P. and Velin Mezinev each have sole dispositive power over all the shares reported in the table and sole voting power over 287,600, 43,740, and 27,800 of such shares, respectively.

~~(4)~~

Based on a Schedule 13G filed with the Securities and Exchange Commission in February 2016 reporting on ownership as of December 31, 2015. This filing reports on beneficial ownership of Senvest Management, LLC ("Senvest") and Richard Marshaal, the managing member of Senvest. It states that the shares are owned by two funds managed by Senvest, and that both Senvest and Mr. Marshaal have shared voting and shared dispositive power over all the shares reported in the table.

~~(5)~~

~~Based on a Schedule 13G/A filed with the Securities and Exchange Commission in January 2016 reporting on ownership as of December 31, 2015.~~2023. This filing states that BlackRock, Inc. is a holding company whose investment management subsidiaries acquired the shares reported. According to the Schedule 13G/A, BlackRock, Inc. has sole voting power over ~~6,777,071~~5,923,020 shares and sole dispositive power of all the shares reported in the table.

~~Table~~

(3)

Based on a Schedule 13G/A filed with the SEC in February 2024 reporting on ownership as of ~~Contents~~

December 29, 2023. This filing reports on beneficial ownership of The Vanguard Group. The report states that The Vanguard Group has sole voting power over no shares, shared voting power over 60,609 shares, sole dispositve power over 3,946,241 shares and shared dispositive power over 94,671 shares.

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SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

The following table shows the amount of our common stock beneficially owned as of March ~~11, 2016~~15, 2024 (the record date for the ~~2016~~2024 annual meeting) by ~~our~~the current directors, the executive officers named in the“Executive Compensation—2023 Summary Compensation Table” below, and all of our current executive officers and directors as a group.

Beneficial Owner (1)	Shares Owned as of March 15, 2024		Shares Subject to Exercisable Rights to Acquire as of May 14, 2024		Total Shares Beneficially Owned		Percent of Class
Non-Executive Directors
Tzu-Yin Chiu		3,873		—		3,873		*
Gregory B. Graves		—		—		—		*
Joseph P. Keithley		1,875		—		1,875		*
John T. Kurtzweil		31,402		—		31,402		*
Jeanne Quirk		4,075		—		4,075		*
Necip Sayiner		—		—		—		*
Thomas St. Dennis		10,625		—		10,625		*
Jorge Titinger		9,033		—		9,033		*
Dipti Vachani		4,976		—		4,976		*
Named Executive Officers
Russell J. Low (2)		25,539		—		25,539		*
James G. Coogan (3)		100		—		100		*
Mary G. Puma (4)		218,147		35,971		254,118		*
Kevin J. Brewer (5)		8,851		—		8,851		*
Lynnette C. Fallon		14,872		—		14,872		*
Gregory F. Redinbo		4,286		—		4,286		*
Gerald M. Blumenstock (6)		—		—		—		*
All current Executive Officers and Directors as a Group (17 persons) (7)		335,386		37,846		373,232		1.14%

Beneficial Owner (1)

Shares Owned

Shares Subject to
Exercisable Rights
to Acquire as of
May 10, 2016

Total Shares
Beneficially Owned

Percent of Class

Non-Executive Directors
Richard J. Faubert 16,000 - 16,000 *
R. John Fletcher 115,185 260,000 375,185 *
Arthur L. George, Jr. 47,250 40,000 87,250 *
Joseph P. Keithley 56,000 160,000 216,000 *
John T. Kurtzweil 26,000 - 26,000 *
Barbara J. Lundberg 27,250 40,000 67,250 *
Patrick H. Nettles 79,685 260,000 339,685 *
Thomas St. Dennis 16,000 - 16,000 *

Named Executive Officers

Mary G. Puma (2) 456,224 1,512,500 1,968,724 1.68%
Kevin J. Brewer 81,546 818,750 900,296 *
William Bintz 79,719 809,500 889,219 *
John E. Aldeborgh 19,166 550,000 569,166 *
Lynnette C. Fallon 91,287 625,000 716,287 *
All current Executive Officers and Directors as a Group (14 persons) (3) 1,142,410 5,075,750 6,218,160 5.14%

*

Indicates less than 1%.

(1)

Unless otherwise noted, the number of shares beneficially owned by each person listed includes any shares over which the person has sole or shared voting or investment power. In accordance with the rules of the ~~Securities and Exchange Commission,~~SEC, the shares shown in the table also include shares that the persons named in this table have the right to acquire on or before May ~~10, 2016~~14, 2024 (60 days after March ~~11, 2016)~~15, 2024) by exercising a stock option or other right. Unless otherwise noted, to the knowledge of the Company based on information provided to the Company or filed with the Securities and Exchange Commission, each person has sole investment and voting power (or shares that power with his or her spouse) over the shares listed in the table. The percentage ownership of each person listed in the table was calculated using the total number of shares outstanding on March ~~11, 2016~~15, 2024 ( shares), plus any shares that person could acquire upon the exercise of any options or other rights on or before May ~~10, 2016.~~14, 2024. None of the shares owned or rights to acquire shares are held in a margin account or subject to a pledge.

(2)

Dr. Low commenced service as the President and Chief Executive Officer of the Company in May 2023, having served as an executive officer since 2016.

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(3)

Mr. Coogan commenced service as the Executive Vice President and Chief Financial Officer of the Company in September 2023.

(4)

Ms. ~~Puma's~~Puma served as the President and Chief Executive Officer of the Company until May 2023, and is currently serving as Executive Chairperson. Her ownership includes ~~20,000~~5,000 shares owned by her ~~husband.~~

~~(3)~~

~~Includes shares~~spouse. At her retirement from the Board of Directors in May 2024, a number of Ms. Puma’s unvested RSUs will vest under our Executive Equity Retirement Program.

(5)

Mr. Brewer served as the Executive President and ~~exercisable options held by~~Chief Financial Officer of the Company until September 2023. His service as an executive officer terminated in January 2024.

(6)

Mr. Blumenstock commenced service as the Executive Vice President, Engineering in June 2023.

(7)

In addition to the directors and ~~current~~ named executive officers ~~and one~~currently serving as executive officers, these totals include 3,181 shares owned by two other executive officers on March 15, 2024, and 1,875 shares issuable to one executive officer ~~holding 31,098 shares (including 12,500 held by~~pursuant to RSUs expected to vest on or before May 14, 2024. Note that Mr. Brewer is not an executive officer as of the ~~officer's spouse).~~record date.

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STOCKHOLDER ENGAGEMENT

~~2015~~

2023 Annual Meeting Vote Results

At our 2015 annual meeting, 97.7% of votes cast on the advisory vote on the Company's 2014 executive compensation (commonly referred to as "Say-on-Pay"), were FOR approval of the Company's 2014 executive compensation. This was a significant improvement from 2014 (in which the Say-on-Pay vote was 80%), and a return to the support expressed in 2011, 2012 and 2013, which were all over 90% in favor.

In ~~addition, in 2015,~~2023, the average vote in favor of the election of our Board nominees was ~~97.8%,~~97.1%. This is slightly lower than in 2022; one of our 2023 nominees was not supported by a proxy advisory firm under the firm’s over boarding policy. Also at our 2023 annual meeting, 97.2% of votes were cast for approval of the advisory vote on the Company’s 2022 executive compensation (commonly referred to as “Say-on-Pay”) in comparison to an97.7% in favor in the Say-on-Pay vote ~~of less than 75% of votes cast in each of the prior three years.~~

on our 2021 executive compensation. We believe that ~~these~~this voting ~~results reflect our improving financial performance and our Board refreshment initiative. We have also worked to ensure that we align with best practices in corporate governance, and that~~result reflects stockholder support for our executive compensation ~~programs are consistent with peers and other benchmarks.~~

~~2015 Shareholder~~decisions.

2023 Stockholder Outreach

Routine Investor Relations. We rely on ~~our~~a variety of regular and special disclosure documents and ~~routine~~ investor relations activities to ensure that our stockholders understand our performance, our potential, our governance policies, and compensation practices.

~~Routine Investor Relations.~~ We routinely engage with our ~~shareholders~~stockholders to discuss our business, performance, and strategy. These discussions sometimes also cover Board composition, governance policies and executive compensation. Our investor relations program ~~includes~~includes: press releases on product shipments, earnings, and other material matters; quarterly earnings conference calls; participation in industry conferences arranged by investment banks; non-deal roadshows (“NDRs”) arranged by investment analysts and others supporting our stock; one-on-one meetings in connection with conferences, roadshows or otherwise; and routine phone and email conversations with ~~shareholders.~~

stockholders. Our investor website is a regularly updated repository of investor relations material, including press releases, links to SEC filings, investor presentations, governance documents, including all committee charters and our governance guidelines. See https://investor.axcelis.com/. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this proxy statement.

During ~~2015,~~2023, in addition to our routine quarterly earnings calls and follow up meetings, Axcelis ~~presented and held one-on-one meetings at 8~~representatives attended 13 in-person investor conferences ~~held~~and NDRs in Los Angeles, Boston, San Francisco, Minneapolis, New York City, ~~San Francisco, Los Angeles, Boston~~ and ~~Minneapolis. We~~Chicago. The Company also conducted 9 "non-deal" roadshows with 6 different equity analysts, visiting a total of 54 investment firms in New York, San Francisco, San Diego, Boston, Los Angeles, Dallas, Wilmington, DE, Philadelphia and Cleveland. Additionally during 2015, Axcelis held a technology seminar for ~~equity analysts~~investors in July 2023 and hosted many investor groups at our headquarters throughout the year.

Key 2023 Investor Messages. Following on a strong year in 2022, Axcelis had remarkable additional growth in 2023. Our key messages to ~~educate them on future uses~~investors following this performance were:

•

Axcelis delivered record revenue of $1.13 billion in 2023, and record earnings per share of $7.43 for ~~ion implant~~the full year.

•

This 23% revenue growth over 2022, despite a significant industry downturn, was enabled by the mature process technology ~~and advantages~~segment, which represented 88% of the value of our 2023 system shipments.

•

Axcelis ~~Purion ion implanters.~~

~~Addressing~~is considered a technology leader and supplier of choice in the implant-intensive power device segment, which accounted for 59% of the value of our 2023 system shipments.

•

For 2024, Axcelis expects a similar revenue profile in terms of segment mix and total revenue, with revenue weighted to the second half of the year, driven by an expected recovery in the general mature segment and the early stages of a dynamic random access memory (“DRAM”) recovery. We believe this will position the company well to achieve our $1.3B revenue target in 2025.

Support for Stockholder ~~Concerns.~~ ~~In our discussions with our investors and analysts, it is clear~~Interest in Executive Compensation Decisions. Axcelis seeks to maintain investor confidence that our ~~stockholders are primarily interested in our financial performance. Board refreshment, governance policies and~~ executive compensation is both (i) set at an appropriate level for each position, and (ii) structured to drive behavior to optimize business results. As in the past, the

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Axcelis Compensation Committee ensured our 2023 executive compensation programs were aligned with market benchmarking and business strategies. Axcelis’ 2023 executive compensation programs are ~~also important. Below we summarize our position on these key issues during 2015:~~

•: ~~Improved Financial Performance~~~~. Our revenues~~discussed in ~~2015 increased almost 50% from 2014, to $301.5 million,~~detail under “Executive Compensation—2023 Compensation Discussion and ~~we recorded a net income of $14.7 million in comparison to a net loss of $11.3 million in 2014. We believe~~Analysis” below. It is essential that the ~~most fundamental interest of our~~

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~~shareholders~~peer group used for compensation benchmarking is appropriate and robust, and in ~~consistent, profitable, financial performance and we expect to continue to provide such results in 2016.~~

•: ~~Enhanced Financial Stability~~. In 2015, we completed a sale leaseback of our headquarters building, adding $33.5 million in cash to the balance sheet and eliminating our bank debt. In addition, we generated $18.4 million in cash from operations in 2015.
•: ~~Board Refreshment Initiative~~. In 2015 we elected nine directors, of whom three were new nominees, two had served for one year and three had served for longer terms. Three long tenured directors retired at our 2015 annual meeting.
•: ~~Commitment to Governance Best Practices~~. We implemented a number of governance policy changes in 2014 and 2015, as described in our 2015 proxy statement. In May 2015, Mr. Nettles, an independent director, became Chairman of our Board of Directors, a position previously held by our Chief Executive Officer, Ms. Puma. Our overall ISS Governance QuickScore is a 2 out of 10 (where 1 is the best score), and we have scores of 1 in each of Board Structure, Audit and Compensation categories, with a score of 5 in Shareholder Rights, reflecting our charter provisions prohibiting shareholder calls of special meetings and actions by written consent. These prohibitions help maintain an orderly shareholder meeting process and protect the rights of minority shareholders. Key governance policies are outlined below under "~~Corporate Governance—Governance Policies~~."
•: ~~Benchmarked Compensation Programs~~~~. In 2015,~~2022, our Compensation Committee ~~engaged~~worked with Pearl Meyer & Partners, an independent compensation consultant ("(“Pearl ~~Meyer"~~Meyer”), to ~~develop a revised~~add four new members to our compensation peer group, removing three prior peers. This updated peer group was used to make executive officer compensation decisions for 2023.

Responsiveness to Stockholder Interest in Environmental, Social and Governance (“ESG”) Issues. Axcelis recognizes that many investors are interested in aspects of corporate management relating to ESG matters. We are committed to being responsive to this interest and have increased our disclosures in these areas. We intend to continue to take steps to meet the expectations of the investment community.

Corporate Social Responsibility Policy. Our response to these areas begins with our Corporate Social Responsibility policy, in which we state our commitment to the recognition and safeguarding of human rights in all the countries in which we operate. Axcelis’ Corporate Social Responsibility Policy is guided by the United Nations’ Universal Declaration of Human Rights and is reflective of our Ethical Business Conduct at Axcelis Policy, our Environmental Policy and our commitment to a safe and humane workplace, as evidenced in many of our Human Resources policies. At the same time, we respect the sovereignty of nations throughout the world and affirm their primary responsibility to protect their citizens’ human rights. We seek to do business with those partners—customers, suppliers, and contractors—who share the same commitment to human rights that we have. We have adopted a Supplier Code of Conduct which requires our vendors to adopt the principles in our Corporate Social Responsibility policy and to ~~assess~~cascade these commitments down their supply chain.

ESG Report. ESG topics have become a major focus of institutional investor stewardship functions, Nasdaq, proxy advisory firms, and some state legislatures. Axcelis is committed to being responsive to this interest. We have increased disclosures in these areas and intend to continue to take steps to meet the ~~alignment~~expectations of ~~both~~the investment community. In 2023, we published our ~~independent director~~first integrated ESG Report, incorporating and expanding upon the disclosure items published in our Annual Report on Environmental and Safety Concerns, first issued in 2019. The 2023 ESG Report also includes disclosures previously provided in our annual “Focus on Diversity” report, first issued in 2020. To cover the full scope of ESG matters, we added disclosures on key governance policies as well. Accordingly, Axcelis’ 2023 ESG Report includes:

•

Disclosures of our environmental outcomes using aspects of The Climate Disclosure Standards Board framework, and the Semiconductors Standard published by the Sustainability Accounting Standards Board.

•

Disclosures on the composition of our workforce and leadership and on our performance against our goals to increase the number of women and under-represented minorities in our workforce.

•

Overviews of our ethics and insider trading policies, our Board leadership structure, our stock ownership guidelines for directors and officers, and other corporate governance matters.

Our Annual Report on Form 10-K also includes disclosures on our workforce composition, our compensation and ~~our executive compensation against~~benefit programs, employee training and development offerings. Board oversight of ESG risks is discussed below in this ~~revised peer group and our performance. See "~~~~Proposal 1: Election of Directors—Compensation~~proxy statement under “Corporate Governance—Risk Oversight by the Board of Directors,".” Our Corporate Social Responsibility Policy, our 2023 ESG Report, our most recent EEO-1 report, and "~~Executive Compensation—2015 Compensation Discussion~~other governance documents are available under the “ESG Hub” on our

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website, which is linked under the “Environmental, Social and ~~Analysis~~~~" below.~~

Governance Matters” page found in both the “About Us” and “Investors” menus on our website at Axcelis.com.

Board Diversity. Our Nominating and Governance Committee seeks to be responsive to stockholder interest in racial, ethnic and gender representation at the Board level. We value the diversity of experience and perspective gained through a Board that reflects the diversity of the global community of our workforce and customers. We have for several years disclosed the gender and racial/ethnic composition of our Board. At Axcelis, four of the nine nominees for election in 2024 are diverse, in that they are not non-Hispanic white males:

Outcome of Outreach ~~Efforts.~~Efforts and Investor Interest. We ~~found both~~find our direct interaction with investors ~~and third party input~~ extremely informative and valuable, and we are very appreciative of the time that our investors took to speak with ~~us.~~

~~Table~~us in 2023 and prior years. We also value the expressions of ~~Contents~~

interest from investors and other participants in the investment community on environmental, social and governance topics, including diversity and inclusion, and appreciate the communication of their priorities.

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PROPOSAL 1: ELECTION OF DIRECTORS

~~Our~~

The Board has nominated nine directors for re-election at the 2024 annual meeting of stockholders, all of whom have terms ending at the 2024 annual meeting. Seven of the nominees were elected to terms of one year at the 2023 annual meeting, and, in February 2024, our Board of Directors expanded the Board, and appointed Gregory B. Graves and Necip Sayiner as directors.

Two of our incumbent directors are not nominated for re-election at the 2024 annual meeting. Joseph P. Keithley will retire at the end of his current term in accordance with our governance policy regarding nominations of individuals who have turned 75. This retirement policy can be found in our Governance Guidelines available under the “ESG Hub” on our website at Axcelis.com. This retirement policy has no exemptions or conditions. Also, as previously announced, Ms. Puma’s service as Executive Chairperson and Board member will end at the 2024 annual meeting. Accordingly, our Board of Directors has ~~fixed the number of directors at nine effective as of the 2016 annual meeting. The number of directors is subject to increase or decrease by action of the Board. Our Board of Directors is nominating~~nominated all of the current directors, other than Mr. Keithley and Ms. Puma, for re-election at the ~~2016~~2024 annual meeting.

Each nominated director ~~and nominee~~ will, if elected, hold office for a term of one year until our annual meeting in ~~2017~~2025 and until the ~~director's~~director’s successor is elected and qualified. Each of the ~~Board's~~Board’s nominees has consented to serve if elected. However, if prior to the 2024 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 nine Axcelis nominees. ~~These~~The eight independent nominees represent a balance of long tenured and newer directors with a strong mix of relevant experience. ~~Axcelis'~~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.~~ director discussed below under “Corporate Governance—Board Nomination Process and Requirements.”

All of the eight independent director nominees joined the Board in the last ten years, evenly split between those who joined the Board five or more years ago, and more recent additions to the Board:

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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:

Public
Company
CEO

Semiconductor
industry

Capital
Equipment

Global
Experience

Customer
Viewpoint

Finance/
Accounting/
Capital
Markets

M&A
Management

Cybersecurity
Risk
Management

Chiu

Graves

Kurtzweil

Low

Quirk

Sayiner

St. Dennis

Titinger

Vachani

In addition to our nominees’ experience-based skills, we are proud of the diversity represented by the slate of nominees, as shown in the chart below. As disclosed in the charts under “Stockholder Engagement—Responsiveness to Stockholder Interest in Diversity and Inclusion Issues” above, four of the nominees are not white non-Hispanic men, representing 44% of all nominees for election at the 2024 Annual Meeting. The chart below provides Board diversity information at December 31, 2023 in a format specified by Nasdaq:

Board Diversity Matrix as of December 31, 2023*
Board Size:
Total Number of Directors					9

Gender:	Male		Female		Non-Binary		Gender Undisclosed		Notes
Number of directors based on gender identity		6		3		—		—	Ms. Puma, Ms. Quirk, and Ms. Vachani are female
Number of directors who identify in any of the categories below:
African American or Black		—		—		—		—
Alaskan Native or American Indian
Asian		1		1		—		—	Dr. Chiu and Ms. Vachani are Asian
Hispanic or Latinx		1		—		—		—	Mr. Titinger is Hispanic
Native Hawaiian or Pacific Islander		—		—		—		—
White		4		2		—		—
Two or more Races or Ethnicities		—		—		—		—
LGBTQ+		—		—		—		—
Did Not Disclose Demographic Background		—		—		—		—

Note that at year end 2023, Mr. Graves and Dr. Sayiner had not yet joined our Board. The data also includes Ms. Puma and Mr. Keithley who are not nominees for re-election in 2024.

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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 ~~for~~that each of the proposed nominees listed below be elected to serve as a director of ~~Axcelis.~~

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~~The average tenure of the eight~~ Axcelis ~~independent director nominees is less than five years:~~

~~Our independent nominees bring~~for a ~~strong mix of relevant experience:~~

one year term.

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The following table contains biographical information about the nominees for election and the specific experience, qualifications, attributes or skills of the nominees that led to the conclusion that each of these individuals should serve as a director of the Company, in light of our business and structure:

	2024 Nominees for Election to the Axcelis Board of Directors
~~2016 NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS~~	The following table contains biographical information about the nominees for election and the specific experience, qualifications, attributes, or skills of the nominees that led to the conclusion that each of these individuals should serve as a director of the Company, in light of our business and structure:
	Tzu-Yin (“TY”) Chiu, Ph.D.: director since 2018, age 67
~~Richard J. Faubert: director since 2015, age 68~~
*Business Experience and Other Directorships*		Experience, Qualifications and Attributes
~~Richard J. Faubert retired~~	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, of which Dr. Chiu has served as Chief Executive Officer ~~and~~since 2019. Dr. Chiu retired as the non-executive Vice Chairman of ~~AmberWave Systems~~Semiconductor Manufacturing International Corporation (“SMIC”), a leading semiconductor ~~technology company,~~foundry in ~~December 2010, where~~China, in 2018. Dr. Chiu served in that position following his retirement as SMIC’s CEO in 2017, a position he ~~had served from September 2003. From 1998 through 2002, Mr. Faubert~~assumed in 2011, at which time he also joined the SMIC Board. Between 2009 and 2011, Dr. Chiu served as ~~President,~~ Chief Executive Officer ~~and Director~~ of ~~SpeedFam-IPEC, Inc.~~Hua Hong Semiconductor Limited (known as “HHNEC”), a ~~manufacturer~~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 ~~semiconductor equipment. Upon~~ the ~~sale of SpeedFam-IPEC to Novellus Systems, Inc., a semiconductor capital equipment manufacturer, Mr. Faubert~~High-Speed Electronics Department and Silicon Research Operations Department. In addition, Dr. Chiu has served as ~~Executive~~ Vice ~~President~~Council Chairman of ~~Novellus Systems until April 2003. Prior~~China Semiconductor Industry Association (CSIA) and a board member of Global Semiconductor Alliance (GSA). In addition to ~~his employment~~serving on the Board of NSIG, Dr. Chiu also serves as a director of EverDisplay Optronics (Shanghai) Co., Ltd. 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 SpeedFam-IPEC, Mr. Faubert held executive and management positions at Tektronix, Inc., a test, measurement, and monitoring company, and GenRad, Inc., an electronics testing and manufacturing company. Mr. Faubertthe Chinese semiconductor market has been particularly valuable to Axcelis as that market has grown. Dr. Chiu has served on the Board of Directions of Electro Scientific Industries, Inc., a provider of laser-based manufacturing solutions for the microtechnology industry, from 2003 to 2015. Mr. Faubert previously served on the Board of Directors of RadiSys Corporation, a provider of wireless infrastructure solutions for telecom, aerospace,Technology and ~~defense applications, from 1993 until 2012. Mr. Faubert also served on the North American Advisory Board of SEMI, a global industry association serving the manufacturing supply chain for the micro-~~New Product Development Committee and ~~nano-electronics industries, from 2001 to 2011.~~	Mr. Faubert's qualifications to serve as a director include his extensive technology leadership experience in the semiconductor-capital equipment industry. He also brings significant manufacturing, engineering, research and development, business and operations experience in a high technology environment. Mr. Faubert has served on the Nominating and Governance Committee ~~and the Technology Committee~~ since his election ~~to the Board~~ in May ~~2015. The Board highly values his contributions in these roles.~~2018.

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	Gregory B. Graves: director since 2024, age 63
~~R. John Fletcher: director since 2003, age 70~~
*Business Experience and Other Directorships*			Experience, Qualifications and Attributes
	Mr. ~~Fletcher is~~Graves served as Chief ~~Executive~~Financial Officer of ~~Fletcher Spaght,~~Entegris, Inc., a ~~strategy consulting organization, which he founded~~leading supplier of advanced materials and process solutions for the semiconductor industry from 2007 to May 2023, and retired from Entegris in ~~1983, and Managing Director of Fletcher Spaght Ventures, a venture capital fund. Prior~~July 2023. In addition to ~~founding Fletcher Spaght, Inc.,~~the CFO title, Mr. Fletcher was a Manager at the Boston Consulting Group. Mr. Fletcher is also a director of The Spectranetics Corporation, a manufacturer of single-use medical devices used in cardiovascular procedures. During the past five years, heGraves was also ~~a director~~Entegris’s Executive Vice President and Treasurer, beginning in 2008, previously holding the title of ~~AutoImmune, Inc. and Marina Biotech, Inc.~~		Mr. Fletcher's extensive work experience in strategic planning, especially in the area of market analysis for technology-based businesses, has been beneficial to the Board's understanding of the Company's business opportunities. Mr. Fletcher's work also provides him with insight into capital formation matters which may be beneficial in the future. Mr. Fletcher has served on the Compensation Committee since May 2006 (and as Committee Chairman since May 2015), on the Audit Committee from April 2004 to May 2014 and on the Technology Committee since May 2014. The Board highly values his contributions in these roles.

~~Arthur L. George, Jr.: director since 2014, age 54~~
~~Business Experience and Other Directorships~~		~~Experience, Qualifications and Attributes~~
Mr. George retired in 2014 after a 30 year career at Texas Instruments, one of the world's largest semiconductor companies and a highly innovative, high performing global leader in analog, embedded processing and wireless technologies. Mr. George's career began in 1984 as a test engineer in TI's Logic Operations, and he most recently served as Senior Vice President and ~~Manager of TI's Analog Engineering Operations, a position he held~~CFO from ~~2010.~~2007 to 2008. Prior to ~~that, beginning in 2006,~~assuming the CFO role, from 2005 to 2007, Mr. ~~George~~Graves served as Entegris’s Senior Vice President, Strategic Planning & Business Development. Mr. Graves held business development and ~~General Manager of TI's High Performance Analog business unit.~~finance positions at Entegris Minnesota from 2002 to 2005. Prior to 2002, Mr. ~~George also serves on the Board of Directors of Nordson Corporation, a manufacturer of precision dispensing equipment for applying industrial liquid~~Graves held positions in investment banking and ~~powder coatings, adhesives,~~corporate development, including at U.S. Bancorp Piper Jaffray and ~~sealants.~~		at Dain Rauscher. Mr. George brings to the Board significant executive general management experience as well as extensive operational and new product development experiences in high technology markets. Mr. George's experience with Texas Instruments' high performance analog products used in a wide range of industrial products gives him insight into the semiconductor and semiconductor capital equipment industries and affords the Board a unique perspective in identifying strategic opportunities and tactical risks attendant to the semiconductor electronics market. Mr. George has served on the Compensation Committee and the Technology Committee since May 2014. The Board highly values his contributions in these roles.

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	Russell J. Low, Ph.D.: director since 2023, age 53
~~Barbara J. Lundberg: director since 2014, age 63~~
*Business Experience and Other Directorships*		Experience, Qualifications and Attributes
~~Ms. Lundberg has been serving since September 2015 as~~	Dr. Low is our President and Chief Executive Officer, a ~~Managing Director of Alvarez & Marsal, a consulting firm assisting companies~~position he assumed in ~~restructuring or facing opportunities for growth or value creation ("A&M"). Before joining A&M, she served as an independent advisor/consultant~~May 2023. Prior to ~~several companies and venture capital firms~~that, beginning in Europe and the US, and from May 2012 to November 2013, she served as CEO/Vice Chairman of the Supervisory Board of Tele Fonika Kable, the third largest cable manufacturer in Europe. From 2004 through 2011, Ms. Lundberg worked as an investment advisor/consultant, primarily with Kolaja & Partners, now part of A&M. Between 1999 and 2001, she2021, he was ~~CEO of Elektrim SA, a multi-industry conglomerate and one of the largest public companies in Poland. From 1990 through 1999, she was~~our Executive Vice President, Global Customer and Engineering Operations. Dr. Low joined Axcelis in 2016 as Executive Vice President, Engineering. Prior to joining the Company, Dr. Low held the position of ~~the Polish American Enterprise Fund (PAEF) where she co-founded Enterprise Investors (EI), the first private equity fund manager~~Vice President of Engineering, MOCVD Business Unit at Veeco Instruments since 2013, prior to which he was Veeco’s Senior Director of Engineering, Molecular Beam Epitaxy Business Unit beginning in ~~Central Europe.~~2012. From 2003 to 2012, Dr. Low held a number of positions at Varian Semiconductor Equipment Associates, most recently as Director of Technology. Prior to that, Dr. Low held engineering positions in the thermal processing and ion implant divisions of Applied Materials, Inc. from 1997 to 2003. Dr. Low serves on the North American Advisory Board (NAAB) of SEMI International and is a member of the Massachusetts High Tech Council. Dr. Low is not currently serving on any other public company Boards.		Dr. Low’s technical understanding, extensive management experience at the Company, and more broadly in our industry, contributed to his selection as Axcelis’ next Chief Executive Officer and President beginning in May 2023. As such, Dr. Low’s contributions to Board discussions are essential as the Company moves forward. Dr. Low’s leadership of the Company’s Engineering and Global Customer Operations functions during a period of improving financial performance and market share, were highly valued by the Board.

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Jeanne Quirk: director since 2022, age 54
Business Experience and Other Directorships		Experience, Qualifications and Attributes
Ms. ~~Lundberg worked primarily~~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 equipment, data communication systems, aerospace, defense, oil and gas, consumer electronics, energy, and subsea communications. Since 2013, Ms. Quirk served as the Vice President, Strategy and Business Development for TE’s Industrial Solutions segment, with ~~US technology and emerging growth businesses, including opening the Silicon Valley office of Apax Partners.~~	~~Ms. Lundberg's deep familiarity~~responsibility for partnering with the ~~issues confronting growing technology based equipment companies~~leadership team to identify and execute organic and inorganic growth initiatives. Since joining TE in 2000, she held a variety of leadership positions in M&A and integration, including leading TE’s M&A and divestiture efforts from 2007 through 2013. 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 ~~asset. In particular, Axcelis benefits from~~area of interest for the Company. Ms. Lundberg's management, restructuring and value creation experience. At Elektrim and as a private equity investor, Ms. Lundberg invested in over 100 companies, led the divestiture and acquisition of many businesses and formed multiple corporate joint ventures. Her experience with M&A could assist Axcelis in the future. In addition, we value her extensive background in financing transactions for technology based companies, which includes both common stock and convertible bond offerings. Ms. LundbergQuirk has served ~~as Chairman of~~on the Audit Committee ~~since May 2015 and has served as a Member on the Audit~~ and the Nominating and Governance ~~Committees~~Committee since ~~May 2014.~~her election in February 2022. The Board highly values her contributions in these roles.

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	Necip Sayiner: director since 2024, age 58
~~Patrick H. Nettles: director since 2001, age 72~~
*Business Experience and Other Directorships*			Experience, Qualifications and Attributes
~~Mr. Nettles has~~	Dr. Sayiner served as the ~~non-executive Chairman~~Executive Vice President of ~~the Board of the Axcelis Board of Directors since May 2015. He also serves as the Executive Chairman of the Board of Directors of CIENA~~Renesas Electronics Corporation, a ~~manufacturer~~company engaged in the research, development, design, manufacture, sale, and servicing of ~~optical networking equipment, since May 2001.~~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 ~~that, Mr. Nettles~~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 ~~Directors~~the SIA in September 2013. Dr. Sayiner also serves as a director on the board of Rambus, Inc., a manufacturer of semiconductor chips and ~~Chief Executive Officer of CIENA from October 2000,~~IP that advance data center connectivity. He previously served as ~~its President, Chief Executive Officer and Director from April 1994, and as its Director and Chief Executive Officer from February 1994. Mr. Nettles is~~ a director of ~~Progressive Corporation.~~Power Integrations, Inc., a semiconductor manufacturing company, until May 2023.		~~Mr. Nettles' work~~	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 ~~chief financial officer~~track record of ~~a global capital equipment business gives him the skills to provide leadership~~strong revenue and ~~guidance to management and the other Board members in respect~~profitability growth are all highly valued by our Board. Since his appointment to the ~~financial and operational matters affecting Axcelis. Mr. Nettles~~Board in February 2024, Dr. Sayiner has also had meaningful experience in corporate transactions, especially in the area of mergers and acquisitions, which has been helpful to management and the other Board members in recent years and may be beneficial in the future. In addition to serving as Axcelis' Chairman of the Board of Directors, Mr. Nettles has served as Chairman of the Nominating and Governance Committee from 2002 to 2015 and the Board has benefited from his strong leadership in that area. Mr. Nettles also served as a member of the ~~Audit~~Technology and New Product Development Committee ~~during a portion of 2011~~ and ~~2012. In addition, Mr. Nettles serves as Chairman of~~ the ~~Technology~~Compensation Committee. ~~The Board highly values his contributions in these roles.~~

~~Mary G. Puma: director since 2000, age 58~~
*~~Business Experience and Other Directorships~~*		*~~Experience, Qualifications and Attributes~~*
Ms. Puma is Axcelis' Chief Executive Officer (since January 2002) and President (since May 2000). Ms. Puma also served as Chairman of the Board from 2005 to the 2015 annual meeting. Prior to becoming Chief Executive Officer, Ms. Puma served as Chief Operating Officer from May 2000. In 1998, she became General Manager and Vice President of the Company's predecessor, the Implant Systems Division of Eaton Corporation, a global diversified industrial manufacturer. In May 1996, she joined Eaton as General Manager of the Commercial Controls Division. Prior to joining Eaton, Ms. Puma spent 15 years in various marketing and general management positions for General Electric Company. Ms. Puma is also a director of Nordson Corporation and of Semiconductor Equipment and Materials International (SEMI), a trade association.		Ms. Puma's long experience in our industry, as well as her role as Axcelis' Chief Executive Officer and President allow her to provide essential insight into the Company's past and current business operations which is critical to the Board's decision-making in all financial and operational matters affecting Axcelis. Ms. Puma's strong leadership during challenging periods of the Company's history, notably her oversight of a complete revitalization of the Company's product lines while implementing substantial cost reductions, have been highly valued by the Board.

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	Jorge Titinger: director since 2019, age 62
	Business Experience and Other Directorships			Experience, Qualifications and Attributes
	Mr. Titinger is Axcelis’ Lead Director, serving since May 2023. It is contemplated that he will be appointed as Chairperson of the Board of Directors following the 2024 Annual Meeting of Stockholders, when Ms. Puma will cease to serve as Executive Chairperson. Mr. Titinger serves as principal of Titinger Consulting, a private consulting and advisory service provider founded by Mr. Titinger in 2016. Beginning in 2012, Mr. Titinger served as President and Chief Executive Officer of Silicon Graphics International Corp., a producer of computer hardware and software, which was acquired by Hewlett Packard Enterprise in 2016. From 2008 to 2011, Mr. Titinger served in various offices at Verigy Ltd., a provider of semiconductor automatic test equipment, ending as President and Chief Executive Officer in 2011. Prior to his service at Verigy, Mr. Titinger held executive positions with FormFactor, Inc. from 2007 to 2008, and KLA-Tencor Corporation from 2002 to 2007. Mr. Titinger served as a director of Xcerra Corporation, a provider of semiconductor and electronics test products and services from 2012 until it was acquired by Cohu, Inc., a supplier of semiconductor test and inspection equipment, in 2018. Mr. Titinger served on the Board of Directors of Cohu, Inc. from 2018 to 2021. Mr. Titinger currently serves as a director of (i) FormFactor, a leading provider of semiconductor wafer test technologies and expertise; (ii) CalAmp Corp., a provider of mobile resource management telematics systems, software, and subscription services for the Internet of Things market; and (iii) Ichor Holdings, Ltd. (also known as Ichor Systems), a leader in the design, engineering and manufacturing of critical fluid delivery subsystems and components for semiconductor capital equipment.			Mr. Titinger’s prior experience in the semiconductor industry as well as his extensive international business background make him an effective advisor to the Board regarding strategic and marketing issues. His leadership experience and skills are highly valued by our Board. Mr. Titinger also brings cybersecurity expertise, given his participation on the Cybersecurity and Data Privacy Committee of the Board of CalAmp Corp., a company that provides solutions to help organizations worldwide to monitor, track, and protect their data and vital assets. In addition, when Mr. Titinger served as an executive at KLA-Tencor Corporation, he was responsible for cybersecurity, managing that company’s CIO and the CISO. Mr. Titinger became the Chairperson of our Compensation Committee in May 2022 and Lead Director in May 2023. The Board highly values his contributions in these roles.

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	Dipti Vachani: director since 2022, age 50
	Business Experience and Other Directorships			Experience, Qualifications and Attributes
	Ms. Vachani is the Senior Vice President, General Manager, Automotive and Embedded Line of Business for Arm Limited, a position she has held since 2018. Arm Limited is a designer of energy-efficient system-on-a-chip central processing units for cell phones and other applications including automotive, artificial intelligence and internet of things applications. From 2015 to 2018, Ms. Vachani was VP, General Manager of Intel Corporation’s Internet of Things Group. Prior to Intel, Ms. Vachani was VP, General Manager, Power and Lighting Display at Skyworks Solutions beginning in 2013. Ms. Vachani held various program and product line positions at Texas Instruments, Inc. from 2001 to 2013, ending as VP, General Manager, Single Core Processors. Ms. Vachani is not currently serving on any other public company Boards.			Ms. Vachani has over 25 years’ experience in the semiconductor industry, most recently focused on automotive and internet of things applications, important areas for many Axcelis customers. Ms. Vachani has served on the Technology and New Product Development Committee and the Compensation Committee since her election in February 2022. The Board highly values her contributions in these roles.

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BOARD OF DIRECTORS

Board of Directors Independence and Meetings

The Board of Directors has determined that ~~other than Ms. Puma,~~ all directors who served ~~on the Board~~ during ~~2015, who~~2023, other than Dr. Low and Ms. Puma, and Mr. Graves and Dr. Sayiner are ~~nominated for re-election in 2016 are~~and were during their service, independent under the criteria established by ~~Nasdaq, and that the members of the Audit Committee also meet the additional independence requirements of the SEC.~~Nasdaq. None of ~~the~~these non-management directors, to the ~~Company's~~Company’s knowledge, had any business, financial, family, or other type of relationship with the Company or its management (other than as a director and stockholder of the Company), except for ~~any~~ relationships that the Board considered to be immaterial under the Nasdaq independence standards.

In determining that each such director is independent, the Board considers whether Axcelis purchases and sells products and services from and to companies (or their affiliates) at which directors are or have been employed as officers or serve as directors. Mr. Kurtzweil ~~serves as a vice president~~and Mr. Graves serve on the Board of ~~Cree,~~Directors of SkyWater Technology, Inc. Its subsidiary, SkyWater Technology Foundry, Inc., a US semiconductor foundry, is a customer of ~~the Company. The Company's~~Axcelis. Axcelis’ transactions with ~~Cree, Inc.~~SkyWater are carried on in an arms-length commercial relationship, and there is no reason to conclude that the relationship ~~would interfere~~interfered with the exercise of Mr. ~~Kurtzweil's~~Kurtzweil’s or Mr. Graves’s independent judgment in carrying out the responsibilities of a ~~director.~~director at Axcelis. The amount the Company received from ~~Cree, Inc. by the Company~~SkyWater in each of the past three fiscal years was below the total revenue threshold in the Nasdaq independence standards (that is, the greater of $200,000 or 5% of ~~Axcelis'~~Axcelis’ consolidated gross annual revenues)., which standard would apply if Mr. Kurtzweil and/or Mr. Graves were executives of SkyWater, which neither is. Accordingly, this relationship was not determined by the Board to impair the independence of Mr. ~~Kurtzweil.~~Kurtzweil or Mr. Graves. See also "~~Corporate~~“Corporate Governance—Certain Relationships and Related Transactions—~~2015~~2023 Related Party ~~Disclosures~~."

Disclosures.”

The Board also determined that the members of the Audit and Compensation Committees meet additional independence requirements under ~~SEC~~Securities and Exchange Commission (“SEC”) rules, Internal Revenue Code (“IRC”) rules and additional Nasdaq rules.

Our Board of Directors held ~~eight~~four meetings during ~~2015.~~2023 and acted once by unanimous written consent in 2023, jointly with the Compensation Committee. Independent directors have regularly scheduled executive sessions at which only independent directors are present. ~~The rate~~None of ~~attendance at 2015~~our incumbent Board members attended less than 75% of the 2023 Board meetings and of those committees of which the director was a ~~director is a member, was 98.6%. All~~member. Except for Dr. Chiu, all of our Board members ~~are expected~~attended 100% of the 2023 Board meetings and of those committees of which the director was a member. Dr. Chiu was unable to attend one of the ~~annual meeting~~four 2023 meetings of ~~stockholders, subject~~our Technology and New Product Development Committee, due to ~~special circumstances.~~travel restrictions imposed by his employer. Our Governance Guidelines state that it is expected that all directors will attend the Annual Meeting and all Board of Directors meetings and meetings of committees on which the Director serves. All ~~current Board members~~of the nine director nominees at the 2023 Annual Meeting were in ~~office immediately prior to the 2015 annual meeting attended the annual~~attendance at that meeting in ~~2015.~~

person, except Dr. Chiu, due to his employer’s travel restrictions at that time.

Board of Directors Leadership Structure

~~Mr. Nettles became Chairman~~

Since May 2023, Ms. Puma has been the Executive Chairperson of the Board of Directors, ~~in May 2015.~~and Mr. ~~Nettles~~Titinger has been the Lead Director. As an employee of the Company, Ms. Puma is ~~an Independent Director~~not independent (as defined in the listing standards for the Nasdaq Stock Market), ~~as required for the Chairman position by our Governance Guidelines.~~while Mr. Titinger is independent. Our Governance Guidelines ~~enumerate~~require the ~~responsibilities~~Board to appoint a Lead Director in the event that the Chairperson is not independent. The Lead Director will guide the oversight role of the ~~Chairman.~~independent members on the Board of Directors, given that the Chairperson will retain some management responsibilities. We believe this leadership structure serves the Company and our stockholders well by providing independent leadership of the Board of Directors. ~~However,~~

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Responsibility for an Annual Evaluation of the CEO

Our Governance Guidelines provide that the Chairperson or Lead Director, if there is one, will lead the Board ~~could modify our~~in conducting an annual evaluation of the Chief Executive Officer (the “CEO”). The process for the annual CEO evaluation may be modified from time to time by the Nominating and Governance Committee with the consent of the Chairperson or Lead Director, but currently involves the following steps:

•

Annually, after the close of a fiscal year, the CEO submits a self-evaluation to the Chairperson or Lead Director;

•

The Chairperson or Lead Director, if one is currently serving, discusses the self-evaluation with the CEO and solicits input from other Directors in one-on-one conversations; and

•

The Chairperson or Lead Director, if one is currently serving, consolidates the CEO self-evaluation with Board feedback and communicates the Board’s evaluation to the Chief Executive Officer at the first Board meeting of the new fiscal year.

Our Governance Guidelines inprovide that the ~~future to permit a non-independent Chairman, if they felt that was in~~CEO evaluation should consider aspects of corporate performance, including progress against strategic goals and the ~~best interests of our stockholders. In that case, our policy has been to have an independent Lead Director who assumes the primary duties~~capacity of the ~~Chairman~~Company to achieve future goals. The evaluation should use a combination of ~~the Board.~~

objective and subjective criteria.

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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.

~~2015 Director Cash Compensation.~~ ~~In May 2015, following a benchmark study~~ Non-employee director compensation is approved by ~~Pearl Meyer,~~the full Board of Directors on the recommendation of the Nominating and Governance ~~Committee, the Board approved a change in the method of setting~~Committee.

2023 Director Cash Compensation. Non-employee director cash compensation ~~for non-employee directors, effective~~in effect in 2023 was set on July 1, ~~2015. Prior~~2020 and reviewed in May 2022, using a Pearl Meyer report comparing the Company’s non-employee Board compensation to that provided by the companies in our executive compensation peer group. The 2022 report showed that the 2020 retainers for each category of director service were set at approximately the median for each category. Accordingly, no change was made to non-employee ~~directors received meeting fees and retainers based on the following schedule:~~


		~~Retainers (paid in quarterly installments)~~
		~~Lead Director/Non-Executive Chairman~~		~~$50,000~~
		~~Board Member (not Lead Director)~~		~~$30,000~~
		~~Audit Committee Chairman~~		~~$15,000~~
		~~Compensation Committee Chairman~~		~~$10,000~~
		~~Nominating and Governance Committee Chairman~~		~~$7,500~~


		~~Meeting Fees (paid quarterly following meetings)~~
		~~In Person Board Meetings~~		~~$2,000 per meeting~~
		~~Telephone Board Meetings~~		~~$1,000 per meeting~~
		~~In Person or Telephone Committee Meetings~~		~~$1,000 per meeting, only to committee members~~

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~~Beginning in July 2015,~~director cash compensation ~~for~~in 2022. Following the Board’s practice of reviewing Board compensation every other year, no review was undertaken in 2023. Director cash compensation will be reviewed by the Nominating and Governance Committee and full Board in May 2024.

Our non-employee ~~directors is based~~director cash compensation in effect since July 1, 2020 consists solely onof annual cash retainers, paid quarterly in advance, in accordance with the following schedule:

Board Member Retainer	$	60,000
Independent Chairperson/Lead Director Premium	$	50,000
Committee Chairpersons Retainers
Audit Committee Chairperson	$	25,000
Compensation Committee Chairperson	$	15,000
Nominating and Governance Committee Chairperson	$	10,000
Technology and New Product Development Committee Chairperson	$	10,000

		~~Annual Cash Retainers, paid quarterly in advance~~

		*~~Board Member Retainer~~*		~~$50,000~~
		*~~Independent Chairman Premium~~*		~~$20,000~~
		*~~Committee Chairmen Retainers~~*
		~~Audit Committee Chairman~~		~~$15,000~~
		~~Compensation Committee Chairman~~		~~$10,000~~
		~~Nominating and Governance Committee Chairman~~		~~$7,500~~
		~~Technology Committee Chairman~~		~~$7,500~~
		*~~Committee Member (not Chairman) Retainers~~*
		~~Audit Committee Member~~		~~$10,000~~
		~~Compensation Committee Member~~		~~$7,500~~
		~~Nominating and Governance Committee Member~~		~~$5,000~~
		~~Technology Committee Member~~		~~$5,000~~

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Other Committee Member Retainers
Audit Committee Member	$	10,000
Compensation Committee Member	$	7,500
Nominating and Governance Committee Member	$	5,000
Technology and New Product Development Committee Member	$	5,000

The Company has entered into Indemnification Agreements 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 that would reimburse the Company for costs incurred under the Indemnification Agreements and for certain third-party liabilities. In addition, the Company maintains “Side A” director and officer liability insurance, which is for the exclusive benefit of the directors and officers, permitting direct reimbursement from the insurer if the Company was unable or unwilling to provide indemnification due to a lack of funds or another issue. The adequacy of our director and officer liability insurance coverage is reviewed, and adjusted if needed, on an annual basis.

Non-employee directors also receive reimbursement of reasonable ~~(coach-only airfare)~~ and customary out-of-pocket expenses incurred in attending Board and committee ~~meetings.~~meetings, in accordance with the Axcelis Board of Directors Expense Reimbursement Policy. Travel by directors to Axcelis Board meetings, or otherwise on Company business, is covered by our standard business travel insurance, which provides emergency medical coverage. Non-employee directors do not receive any Company-paid perquisites.

The Board of Directors may, from time to time, form committees in addition to the ~~Audit,~~four committees currently in use (Audit, Compensation, Nominating and Governance, and Technology ~~Committees~~and New Product Development) and set compensation for service on such additional committees.

~~2015~~

2023 Equity Awards.On ~~May 13, 2015,~~February 16, 2023, upon ~~approval~~recommendation of the Nominating and Governance Committee and the Compensation Committee, the full Board of Directors approved the ~~issuance under the 2012 Equity Incentive Plan of restricted stock units ("RSUs") exercisable for 16,000 shares of common stock~~grant to each of the non-employee directors, effective ~~July~~May 15, ~~2015. These option grants became fully vested on January 12, 2016 (181 days after~~2023, of restricted stock units (“RSUs”) valued at $160,000. The number of units was determined by dividing $160,000 by a 30-day average closing price of the Company’s common stock over a period ending May 10, 2023, which was $124.81. In accordance with this formula, each non-employee director received an RSU exercisable for 1,282 shares of common stock. Using the grant date closing price of ~~grant) as~~$127.99, each director ~~remained in service on that date. In addition,~~RSU grant had a grant date value of $164,083. The Board fixed a one-year vesting period for the ~~Compensation Committee approved~~2023 non-employee director RSU grants, reflecting market practice. Accordingly, the ~~grant~~2023 non-employee director RSU grants will vest on May ~~13, 2015 to each~~15, 2024, provided the director completes his or her one-year term of ~~the new members of the Board of Directors, Mr. Faubert, Mr. Kurtzweil and Mr. St. Dennis, of RSUs for 45,000 shares, vesting as to 25% of the shares on each of May 15, 2016, 2017, 2018, and 2019.~~ service.

Long-term ownership of Company equity by directors is encouraged through the ~~Company's~~Company’s director stock ownership guidelines, which are discussed below under "“Corporate Governance—Governance Policies."

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The chart below shows compensation for all non-employee directors who served the Company during ~~2015:~~

2023:

Name	Fees earned or paid in cash ($)			Stock awards ($) (1)(2)(3)			Total ($)
Tzu-Yin Chiu		$	70,000.00		$	164,083.00		$	234,083
Richard J. Faubert (4)		$	44,760.00		$	—		$	44,760
Joseph P. Keithley		$	80,000.00		$	164,083.00		$	244,083
John T. Kurtzweil		$	92,500.00		$	164,083.00		$	256,583
Jeanne Quirk		$	75,000.00		$	164,083.00		$	239,083
Thomas St. Dennis		$	75,000.00		$	164,083.00		$	239,083
Jorge Titinger		$	104,231.00		$	164,083.00		$	268,314
Dipti Vachani		$	72,500.00		$	164,083.00		$	236,583

Name

Fees earned or
paid in cash ($)

Stock awards
($) (1)(2)(3)

Total
($)
Richard J. Faubert
$ 37,050 $ 189,910 $ 226,960
R. John Fletcher
$ 59,500 $ 48,160 $ 107,660
Arthur L. George, Jr.
$ 58,250 $ 48,160 $ 106,410
Stephen R. Hardis (4)
$ 37,000 $ - $ 37,000
William C. Jennings (4)
$ 32,500 $ - $ 32,500
Joseph P. Keithley
$ 65,250 $ 48,160 $ 113,410
John T. Kurtzweil
$ 39,800 $ 189,910 $ 229,710
Barbara J. Lundberg
$ 64,000 $ 48,160 $ 112,160
Patrick H. Nettles
$ 76,000 $ 48,160 $ 124,160
H. Brian Thompson (4)
$ 32,000 $ - $ 32,000
Thomas St. Dennis
$ 37,050 $ 189,910 $ 226,960
(1)

~~(1)~~: The ~~amount~~amounts shown represents the grant date fair value of the equity awards received by ~~the~~each independent director in ~~2015~~2023 determined in accordance with ~~FASB ASC Topic 718, using~~ the assumptions described in the Stock Award Plans and Stock-Based Compensation ~~Note~~note to the ~~Company's~~Company’s 2023 Financial Statements included in the Company’s Annual Report on Form 10-K filed with the ~~Securities and Exchange Commission~~SEC. All of the independent directors received a RSU for ~~2015.~~
~~(2)~~: ~~The stock awards reflect the~~1,282 shares on May 15, 2023 with a grant date fair value of ~~16,000 RSUs to each of non-employee directors on July 15, 2015.~~$164,083. These awards ~~vested~~will vest as to 100% of the RSUs on January 12, 2016. In the case of Mr. Faubert, Mr. Kurtzweil and Mr. St. Dennis, these amounts also include the grant date fair value of 45,000 RSUs to each of these directors, first elected in 2015, on May 15, ~~2015. These awards vest as to 25%~~2024, provided the director completes his or her one year term of ~~the RSUs on each of May 15, 2016, 2017, 2018 and 2019. The only other stock awards held by non-employee directors at~~office.

(2)

At December 31, ~~2015 were 33,750~~2023, Ms. Quirk and Ms. Vachani each held 1,714 unvested RSUs in addition to the 2023 annual grant, for a total of 2,996 unvested RSUs. All other directors in office at year end 2023 held ~~by Mr. George and Ms. Lundberg.~~

only the 1,282 unvested RSU granted in May 2023.

(3)

None of the non-employee directors received stock option grants in ~~2015. As of December 31, 2015, the~~2023. No non-employee ~~directors in office~~director held ~~the following total~~ stock options ~~all of which were fully vested and had exercise prices as set forth below:~~

at year end 2023.


	~~Aggregate # of shares subject~~ ~~to outstanding options~~	~~Lowest and highest~~ ~~exercise price~~

~~R. John Fletcher~~	~~260,000~~	~~$0.44/1.99~~
~~Arthur L. George, Jr.~~	~~40,000~~	~~$1.80/$1.80~~
~~Joseph P. Keithley~~	~~160,000~~	~~$0.93/$1.99~~
~~Barbara J. Lundberg~~	~~40,000~~	~~$1.80/$1.80~~
~~Patrick H. Nettles~~	~~260,000~~	~~$0.44/$1.99~~

(4)

Mr. ~~Hardis, Mr. Jennings and Mr. Thompson~~Faubert retired ~~as members of~~from the Board ~~of Directors at the 2015 annual meeting~~ in ~~May. None of those former directors received any equity compensation in 2015.~~May 2023.

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BOARD COMMITTEES

Our Board has standing Audit, Compensation, Nominating and Governance, and Technology and New Product Development committees, each of which has a ~~Chairman~~chairperson and two or more additional members from among the independent directors. The current composition of each of these committees is set forth below:

Committee membership is reviewed by the Board annually after each annual meeting.

Audit Committee

The Audit Committee operates under a written charter and is responsible for assisting the Board of Directors in monitoring and oversight of (1) the integrity of the ~~Company's~~Company’s financial statements and its systems of internal accounting and financial controls and (2) the independence and performance of the ~~Company's~~Company’s independent auditors and any internal auditors engaged by management or the Audit Committee. The Audit Committee has adopted procedures for the handling of complaints regarding accounting, internal controls and auditing matters which are described in our Ethics policy. The Audit ~~Committee's~~Committee’s charter, material on ethics reporting and ~~the Company's Ethics policy are both~~other governance material is available on ~~our website at www.axcelis.com. Until May 13, 2015,~~this link https://investor.axcelis.com/corporate-governance/governance-overview.

During 2023, the Audit Committee consisted of ~~William C. Jennings (Chairman), Ms. Lundberg and~~ Mr. ~~Keithley. On that date, following the 2015 annual meeting, the Audit Committee was reconstituted by the Board with Ms. Lundberg (Chairman)~~Kurtzweil (Chairperson), Mr. Keithley, Ms. Quirk and Mr. ~~Kurtzweil.~~

Titinger. The Board of Directors determined that each of ~~Messrs. Keithley and Kurtzweil and Ms. Lundberg are~~those directors were audit committee financial experts as defined by the SEC. The ~~Board's~~Board’s conclusions regarding the qualifications of a director as an audit committee financial expert are based on the ~~director's~~director’s certification that the director has (1) an understanding of generally accepted accounting principles and financial statements; (2) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (3) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the ~~Company's~~Company’s financial statements, or experience actively supervising one or more persons engaged in such activities; (4) an understanding of internal controls and procedures for financial reporting; and (5) an understanding of audit committee functions.

Mr. Graves was added to the Audit Committee in February 2024 in light of his background in accounting and finance, and his experience as a long-serving chief financial officer.

The Audit Committee plays a key role in oversight of the Company’s Enterprise Risk Management processes, as well as taking responsibility for oversight of specific risks, such as the Company’s management of cybersecurity threats. See “Corporate Governance—Risk Oversight by the Board of Directors” below.

For a report on the Audit ~~Committee's~~Committee’s actions during ~~2015,~~2023, see the~~"2015~~“2023 Audit Committee ~~Report"~~Report” below.

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~~2015~~

2023 Audit Committee Report

Note: In accordance with an instruction to the SEC regulation under which this Audit Committee report is provided (Regulation S-K, Item 407(d)(3)), this Audit Committee Report shall not be deemed to be “soliciting material,” or to be “filed” with the SEC or subject to certain other SEC provisions, as described in that instruction.

The Audit Committee schedules meetings to occur after the preparation of preliminary quarterly and annual financial statements and prior to the public release of financial results for the period. The Committee met in May, ~~July~~August and ~~November~~October of ~~2015,~~2023, prior to the release of the financial results for the first, second and third quarters of ~~2015,~~2023, respectively, and in February ~~2016,~~2024, prior to the release of our ~~2015~~fourth quarter and 2023 year-end results. ~~If appropriate,~~The Audit Committee also usually reviews the Form 10-Q and Form 10-K either in a telephonic, video conference or in-person meeting. The Audit Committee meets in connection with each of the quarterly in person Board meetings. At these meetings, and the occasional additional ~~meetings may also be held during~~meeting, the ~~year to address~~Committee addresses a variety of recurring and non-recurring topics, such as the ~~Company's~~Company’s internal control systems, Enterprise Risk Management system, management of cybersecurity threats, changes to the Audit Committee charter and other matters.

The Audit Committee met ~~nine~~ten times during ~~2015.~~2023. At all meetings relating to the release of ~~these meetings, Axcelis'~~financial results, Axcelis’ Chief Financial Officer and Corporate Controller were present for all or a portion of the meeting, as were our independent auditors. Our Chief Executive Officer and General Counsel ~~participated~~also usually participate in ~~a majority of~~ these meetings. The ~~Committee's~~Committee’s agenda is established by the ~~Committee's Chairman,~~Committee’s Chairperson, with input from the ~~Company's~~Company’s Chief Financial Officer. Depending on the content of the meeting, the Committee holds private sessions with the ~~Company's~~Company’s independent auditors, and, separately, with management, at which candid discussions of financial management, accounting and internal control issues can take place. In its executive sessions with representatives of the independent auditors, the Committee seeks to engage in a meaningful dialogue to address any questions or concerns identified by the Committee and to obtain an understanding of any questions or concerns of the auditors.

Under its charter, the Audit Committee has responsibility for recommending to the Board the appointment of the independent auditing firm, which firm will be accountable directly to the Audit Committee, as representative for the stockholders of the Company. To determine independence, the Audit Committee relies on responses from directors and executive officers in annual questionnaires and on the auditing firm’s own conclusion regarding its independence. In selecting and evaluating an independent auditing firm, the Audit Committee considers the ~~firm's~~firm’s history with the Company, if ~~any;~~any, and the ~~firm's~~quality and efficiency of its past work; the firm’s familiarity with the ~~Company's~~Company’s industry and the significant accounting principles relating to the ~~Company's~~Company’s business; the ~~firm's~~firm’s general ~~reputation;~~reputation, capability, and expertise in handling the breadth and complexity of the Company’s worldwide operations; and the ~~firm's~~firm’s estimated fees. Beyond the performance and capabilities of a particular firm, the Audit Committee also considers whether a change in audit firm is advisable either to ensure independence or to obtain more competitive fees. This consideration is balanced by an awareness of the potential inefficiency and disruption from changing to a different independent public accounting firm. Weighing these factors, the Audit Committee recommended the engagement of Ernst & Young LLP as the Company’s independent auditing firm for 2024, which accounting firm has served as the Company’s auditor since 1999.

The lead audit partner of the independent auditor is required by law to rotate every five years. Our current lead audit partner from Ernst & Young LLP has been serving in that capacity since 2021. The next mandatory periodic rotation of Axcelis’ lead audit partner at Ernst & Young LLP is scheduled to take place in 2026. The Audit Committee will provide oversight and input to the selection of a successor lead audit partner.

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Once the firm is appointed, the Audit Committee has the sole authority for the ~~compensation of the firm, as well as the~~ definition of the scope of, and oversight of, the work of the independent ~~auditor. All~~auditor, and for compensation of the firm. The Audit Committee manages the process of approving the procurement of services and compensation in accordance with a Policy Regarding Pre-Approval of Services adopted by the Audit Committee. Under this policy, when the Board appoints an audit firm, the purchase of planned audit-related and ~~non-audit~~any specified planned tax services are also automatically approved. Estimated fees ~~due the independent auditing firm~~for these planned services are ~~pre-approved~~reviewed by the Audit Committee ~~based on~~each year, and under the ~~type~~Pre-Approval of ~~service and level of fees. The~~Services policy, management may pay all fees that are not materially higher than the estimates reviewed by the Audit ~~Committee also provides oversight and input to the selection of the audit engagement partner at the appointed firm.~~

�� Committee.

At the recommendation of the Audit Committee, the Board of Directors appointed Ernst & Young LLP as our Independent Registered Public Accounting Firm to audit our financial statements for ~~2015.~~2023. At the ~~2015~~2023 annual meeting of stockholders, our stockholders ratified this appointment. The Audit Committee discussed with our independent auditors and the ~~Company's~~Company’s Chief Financial Officer overall audit scopes and plans, the results of external audit examinations, evaluations by the auditors of the ~~Company's~~Company’s internal controls and the quality of the ~~Company's~~Company’s financial reporting.

Management has reviewed with the Audit Committee the audited consolidated financial statements for the year ended December 31, ~~2015~~2023 prepared by management and audited by Ernst & Young LLP, ~~management's~~management’s assessment of the effectiveness of our internal control over financial reporting and Ernst & Young ~~LLP's~~LLP’s evaluation of our internal control over financial

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reporting. The review of these audited financial statements included a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

In addition, the Committee discussed with the independent auditors the matters required to be discussed by ~~Auditing Standard No. 16,~~~~Communications with Audit Committees~~~~, as adopted by~~the applicable requirements of the Public Company Accounting Oversight Board ~~("PCAOB"~~(“PCAOB”), and the SEC and received from the independent auditors their ~~annual~~ written ~~reports covering matters~~disclosure letter concerning independence required to be discussed by the auditors with the Committee under the ~~PCAOB's Rule 3526,~~~~Communication with Audit Committees Concerning Independence~~.applicable requirements of the PCAOB. These items were discussed with the auditors and management at an Audit Committee meeting, including a discussion of any relationship that may impact the objectivity and independence of our auditors and whether the provision of any non-audit services by the auditors is compatible with maintaining their independence.

In reliance on these reviews and discussions, and the report of our Independent Registered Public Accounting Firm, the Audit Committee recommended to the Board of Directors that such audited financial statements be included in the ~~Company's 2015~~Company’s 2023 Annual Report on Form 10-K for filing with the SEC and in the Annual Report to Stockholders which accompanies this proxy statement.

The Committee and the Board have also recommended, subject to reconsideration in the absence of stockholder ratification, the selection of the ~~Company's~~Company’s independent auditors for the current year, as discussed below under"“Proposal 2: Ratification of the Appointment of Our Independent Registered Public Accounting Firm."

”

In performing all of these functions, the Audit Committee acts only in an oversight capacity. Necessarily, in its oversight role, the Committee relies on the work and assurances of the ~~Company's~~Company’s management, who have the primary responsibility for financial statements and reports, and of the independent auditors, who in their report on the audited annual financial statements, express an opinion on the conformity of the ~~Company's~~Company’s annual financial statements to accounting principles generally accepted in the United States.

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By the Audit Committee,

~~Barbara J. Lundberg, Chairman~~

John T. Kurtzweil, Chairperson
Gregory B. Graves
Joseph P. Keithley
~~John T. Kurtzweil~~

Jeanne Quirk
Jorge Titinger

Compensation Committee

~~Until May 13, 2015,~~

In 2023, the Compensation Committee ~~was composed~~ of ~~H. Brian Thompson (Chairman), Stephen R. Hardis, Mr. Fletcher and Mr. George. For~~ the ~~remainder~~Board of ~~2015, the Compensation Committee~~Directors consisted of ~~Messrs. Fletcher (Chairman)~~Mr. Kurtzweil, Mr. Faubert (until the 2023 annual meeting), ~~George, Kurtzweil~~Mr. Titinger (Chairperson) and ~~Nettles.~~Ms. Vachani. The Compensation Committee holds four regularly scheduled meetings per year and occasionally calls special meetings or acts by written consent to address particular matters. In ~~2015,~~2023, the

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Compensation Committee met ~~six times.~~four times, and acted once by unanimous written consent, jointly with the full Board. The Compensation Committee operates under a written charter, a copy of which is available onin the “Investors” portion of our website at www.axcelis.com.

The Compensation Committee establishes the compensation philosophy for Axcelis and has all the authority of the Board of Directors to act or exercise corporate powers with respect to the compensation of the executive officers and the administration of ~~Axcelis'~~Axcelis’ equity compensation plans. The annual CEO evaluation is considered by the Compensation Committee ~~is responsible~~in the course of its deliberations on the Chief Executive Officer’s compensation. The charter of the Compensation Committee also provides for the Committee’s responsibility to ~~ensure that an annual review~~provide oversight of ~~executive officer performance~~workforce diversity initiatives and ~~succession planning is presented~~goals. The Committee has directed management to ~~the Board.~~

track certain demographic metrics and to record our progress against specific goals on diversity and inclusion. See “Stockholder Engagement—Responsiveness to Stockholder Interest in Diversity and Inclusion Issues” above.

The Compensation Committee meets in the first quarter of each year to review the level and structure of each component of executive compensation, and to establish the goals and targets applicable to the ~~executives'~~executives’ annual cash and equity incentive compensation for the coming year, as well as to determine the results for the year just ended. ~~In 2015, annual equity compensation decisions for executive officers were made on May 13, 2015 with the grants effective on July 15, 2015. Other~~The Committee’s 2023 compensation decisions are ~~made throughout the year, as circumstances warrant and as~~ described in detail in"“Executive Compensation—~~2015~~2023 Compensation Discussion and ~~Analysis"~~Analysis”below. The Committee may delegate its authority under the 2012 Equity Incentive Plan to the extent permitted by applicable law, including delegating to executive officers the authority to make awards other than to directors or executive officers.

To support its decision-making processes, ~~from time to time,~~ the Compensation Committee ~~accesses~~frequently obtains the advice of an independent compensation consultant with respect to the structure and competitiveness of the ~~Company's~~Company’s executive compensation programs, as well as the ~~programs'~~ consistency of our programs with the ~~Company's~~Company’s executive compensation philosophy. The Committee has the sole authority to hire and fire all outside compensation consultants providing information and advice to the Committee. In ~~2015,~~2023, the Company engaged Pearl Meyer to ~~review~~provide benchmarking and advice related to compensation ~~paid to the non-employee directors and to the six~~decisions for executive officers. Pearl Meyer has also advised the Committee and the Nominating and Governance Committee on compensation paid to the independent directors. Pearl Meyer did not ~~provided~~provide any other services to the ~~Company.~~Company in 2023. Under its charter, the Compensation Committee must assess and consider the independence of any retained advisor under the criteria set forth in the Nasdaq listing standards.

At the request of the Committee, the Chief Executive Officer will make specific proposals to the Committee regarding compensation for executive officers. Management will often work with the ~~Committee's~~Committee’s outside consultant to ensure that the consultant has access to the appropriate information to enable the consultant to complete its analyses for the Committee. ~~Management ensures that the consultant's~~The consultant’s invoices are paid ~~from Company funds.~~by the Company. The Chief Executive Officer and the Executive Vice President HR/Legal usually participate in Compensation Committee meetings to present and discuss the material. ~~After such a~~Depending on

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the matter under discussion, ~~executives other than~~the Compensation Committee may meet alone with the Chief Executive Officer ~~will leave the meeting, allowing the Compensation Committee time to meet alone with Ms. Puma, after which she leaves the Committee~~ in executive session. All decisions on executive compensation are made by the Compensation Committee in executive session without ~~Ms. Puma.~~

the Chief Executive Officer. The Committee delegates to the Chief Executive Officer the authority to make equity grants to employees other than executive officers on commencement of employment, as a bonus award or in the annual equity award program, subject to limitations established by the Committee.

For a discussion on the Compensation ~~Committee's~~Committee’s decisions relating to executive compensation during ~~2015,~~2023, see"“Executive Compensation—~~2015~~2023 Compensation Discussion and ~~Analysis"~~Analysis” below. The Compensation Committee also makes recommendations to the Board with respect to policies relating to compensation, including the ~~Company's~~Company’s director and officer stock ownership guidelines, executive compensation clawback policy, and policies relating to the

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ownership of Axcelis securities by directors and officers. See "“Corporate Governance—Governance Policies"” below.

Compensation Committee Interlocks and Insider Participation

~~The~~

None of the directors who served on the Compensation Committee of the Board of Directors ~~consisted of~~during 2023 (Mr. Kurtzweil, Mr. ~~Thompson, as Chairman,~~Faubert, Mr. ~~Hardis, Mr. Fletcher~~Titinger and ~~Mr. George during the period ended May 2015, and, thereafter the committee was comprised of Mr. Fletcher, as Chairman, Mr. George, Mr. Kurtzweil and Mr. Nettles. None of these directors~~Ms. Vachani) has been an officer or employee of Axcelis or had a relationship during ~~2015~~2023 requiring disclosure under Item 404 of Regulation S-K.

Nominating and Governance Committee

~~Until May 13, 2015,~~

During 2023, the Nominating and Governance Committee was ~~composed~~comprised of Mr. ~~Nettles (Chairman)~~Keithley (Chairperson), ~~Mr. Hardis, Mr. Thompson and~~Dr. Chiu, Ms. ~~Lundberg. On that date, following the 2015 annual meeting, the Nominating and Governance Committee was reconstituted by the Board with Mr. Keithley (Chairman), Ms. Lundberg, Mr. Faubert~~Quirk, and Mr. St. ~~Dennis as members.~~

Dennis.

The Nominating and Governance Committee is responsible for identifying and nominating candidates for membership on the Board of Directors, making recommendations to the Board on non-employee director compensation and establishing governance policies for the Board and management. The Committee operates under a written charter and Governance Guidelines, copies of which are available onin the “Investors” section of our website at www.axcelis.com. The Committee held ~~six~~five meetings in ~~2015.~~2023. The Committee has the sole authority to hire and fire all outside consultants providing information and advice to the Committee.

Under a process established by the Nominating and Governance Committee, the Board of Directors undertakes an annual self-evaluation of Board size, ~~function~~composition, effectiveness, and management interaction. In addition, each Board member completes an annual ~~self~~self- and ~~peer~~peer- performance ~~review.~~

assessments. See “Corporate Governance—Board Evaluations and Peer Review Processes.”

The Nominating and Governance Committee manages the process of identifying and recommending individuals to either (A) be nominated by the Board of Directors to be elected as directors by the ~~shareholders~~stockholders or (B) to be appointed by the Board as a director until the next annual meeting of stockholders, as discussed below under "“Corporate Governance—Board Nomination Process and Requirements."

The Nominating and Governance Committee also takes the lead in advising the Board on the adoption of Bylaw provisions relating to the nomination of directors and the process for determining the agenda for shareholder meetings. See "~~Corporate Governance—Board Nomination Process and Requirements~~~~" and "~~~~Corporate Governance—Annual Meeting Stockholder Deadlines~~~~" below.~~ ”

The Nominating and Governance Committee also adopts, or recommends to the Board the adoption of, Bylaw provisions and governance policies that relate to the operation of the Board and committees and the ~~Company's~~Company’s relationship with ~~shareholders,~~stockholders, which are described below under "“Corporate Governance—Governance Policies."” The Nominating and Governance Committee, together with the Compensation Committee, makes recommendations to the Board with respect to membership on Board committees, the ~~Company's~~Company’s director and officer stock ownership guidelines, executive compensation clawback policy, and policies relating to the ownership of Axcelis securities by directors and officers. See "“Corporate Governance—Governance Policies"” below.

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~~Table~~

The Nominating and Governance Committee has developed a comprehensive statement of ~~Contents~~

the Company’s governance standards and processes arising from its charter, bylaws, and policies, called Governance Guidelines. These were first adopted by the Board of Directors in February 2016, and are periodically updated. These Governance Guidelines are available in the “Investors” section of our website at www.axcelis.com.

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CORPORATE GOVERNANCE

Governance Policies

Our Board and committees seek to implement best governance practices, both on general corporate governance matters and on compensation. Key policies are as follows:

Corporate Governance: What We Do

Adhere to High Ethical Standards and Legal Compliance: Our ethics policy applies to our directors, executive officers and all other employees. This policy promotes ethical actions and legal compliance. We provide employee training on ethics and a variety of compliance topics, including the Foreign Corrupt Practices Act, Export Controls regulation, employment laws, and Insider Trading regulation. We received a report in 2023 from an employee regarding alleged unethical behavior of another employee. We undertook an investigation of the allegations and confirmed that the charged employee had misused expense reports and a company credit card. We addressed the situation and have strengthened our internal controls in those areas. No reports of legal compliance violations were received by the Company in 2023, or otherwise identified by the Company in 2023.

Ensure we have an Independent Chairperson of the Board or Lead Director: Our Governance Guidelines require that either the Chairperson of the Board is an independent director, or if not, a Lead Director is appointed by the Board. The responsibilities of Chairpersons and Lead Directors are specified in the Governance Guidelines.

Ensure Directors and Officers Hold Stock in Axcelis: Our Stock Ownership Guidelines require that non-employee directors own shares having a value at least equal to three times the amount of the annual base Board retainer (which is currently $60,000). Our Chief Executive Officer is required to own shares having a value equal to three times his or her base salary. The other executive officers are required to hold the lesser of 16,250 shares or shares having a value equal to 150% of such officer’s base salary. Executive officers are encouraged to retain 50% of any shares received on exercise of options or vesting of RSU awards (after payment of the exercise price and tax withholding), until stock ownership guidelines are met. Directors and executive officers have five years to meet guideline ownership.

Conduct a Strong CEO Performance Review Process: As described above under “Board of Directors—Responsibility for an Annual Evaluation of the CEO,” our Governance Guidelines specify the process by which an annual Chief Executive Officer performance review is developed and submitted to the full Board for their consideration, with input from the Chief Executive Officer, the Chairperson or Lead Director, and all other Board members.

Conduct an Annual Board Assessment and Director Evaluation: Our Governance Guidelines and the charter of the Nominating and Governance Committee address the requirement for annual Board self-assessment processes, which cover meeting agendas, schedules, presentations, access to and communications with senior management, and the Board’s contribution as a whole. The annual process also includes an assessment by each director of their own and each other director’s individual performance, using specified criteria. See “Corporate Governance—Board Evaluations and Peer Review Processes.”

Corporate Governance: What We Don’t Do

Fail to Refresh our Board: Our Governance Guidelines require an annual Board self-evaluation and peer-evaluation prior to the re-election nomination process. These evaluations, along with other assessments, are considered prior to the annual nomination process described below under “Corporate Governance—Board Nomination Process and Requirements.” Our Governance Guidelines provide that Directors who have reached the age of 75 may not be nominated for election. This


~~Corporate Governance: What We Do~~
		~~Adhere to High Ethical Standards and Legal Compliance:~~ Our ethics policy applies to directors, our executive officers and all other employees. This policy promotes ethical actions and legal compliance. We provide employee training on ethics, compliance with the Foreign Corrupt Practices Act, Export Controls regulation, employment laws, and Insider Trading regulation.
		~~Ensure we have an Independent Chairman of the Board:~~ ~~Our Governance Guidelines require that the Chairman of the Board is an independent director and specify the responsibilities of that role.~~
		~~Ensure Directors and Officers Hold Stock in Axcelis:~~ Our Stock Ownership Guidelines require that non-employee directors own shares having a value at least equal to three times the amount of the annual base Board retainer (which is currently $50,000). Our Chief Executive Officer is required to own shares having a value equal to three times her base salary. The other executive officers are required to hold the lesser of 65,000 shares or shares having a value equal to 150% of such officer's base salary. Executive officers are encouraged to retain 50% of any shares received on exercise of options or vesting of whole share awards (after payment of the exercise price and tax withholding), until stock ownership guidelines are met. Directors and executive officers have 5 years to meet guideline ownership.
		~~Strong CEO Performance Review Process:~~ In early 2016, the Board adopted new Governance Guidelines which clarify the process by which an annual Chief Executive Officer performance review is developed and submitted to the full Board for their consideration, with input from the Chief Executive Officer, the independent Chairman of the Board and other Board members.


~~Corporate Governance: What We Don't Do~~
		~~Fail to Refresh our Board:~~ Our Governance Guidelines require an annual Board self-evaluation prior to the re-election nomination process. These Guidelines also create opportunities to exit a director on certain events, including failure to receive majority support from stockholders, a change in principal occupation and an age over 75 years.
		~~Allow Directors and Officers to Hedge or Pledge Their Stock Positions:~~ Our policies prohibit directors and executive officers from pledging Axcelis stock in a margin account or otherwise, or entering into transactions designed to hedge or offset any decrease in the market value of Axcelis stock. The Company's policies also prohibit the purchase of publicly traded options on Axcelis securities and place limitations on the use of standing or limit orders to purchase or sell Axcelis securities.
		~~Allow Shareholder Rights to be Harmed:~~ Our charter and bylaws protect all shareholders by requiring advance notice of shareholder proposals, and prohibit shareholders from calling a special meeting, acting by written consent or filing governance litigation outside of Delaware. These provisions ensure that shareholders have notice and an opportunity to vote on all matters properly brought before them, and that claims are heard by sophisticated Delaware courts.

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~~Compensation Governance: What We Do~~
		~~Align Compensation Annually with Median Pay at Peer Companies and Relevant Survey Data.~~ ~~Executive Officer compensation is benchmarked annually to median levels at peer companies and in surveys. We re-evaluate these peers annually to ensure they are comparable companies.~~
		~~Align Compensation with Company and Individual Performance:~~ We set compensation with strong pay-for-performance orientation. This even applies to base pay: the base salaries of our named executive officers were reduced in 2012, 2013 and 2014 by six percent or more from their approved levels due to our financial performance and the company's need to reduce operating expenses. Performance evaluations are obtained and considered in compensation decision-making. Only the Chief Executive Officer has an employment agreement setting a minimum salary and bonus opportunity, with a one year term.
		~~Pay for Performance under Our Executive Cash Incentive Plan:~~ ~~We link pay to performance and stockholder interests by establishing an annual cash incentive plan based on financial metrics established in advance by the Compensation Committee.~~
		~~Executive Compensation Clawback:~~ Our policy authorizes the Board to seek recovery of incentive cash and equity compensation that complies with Dodd-Frank and extends beyond the requirements of that law to allow a clawback of incentive compensation in the event of any violation of an agreement with the Company or of any policy of the Company or a voluntary departure to work for a competitor.
		~~Require Termination of Employment prior to a Change of Control Payout:~~ ~~Agreements with our executive officers provide for "double trigger" change of control benefits, due only if the employee experiences a qualifying termination of employment.~~
		~~Equity Awards Generally Four-Year Vesting:~~ ~~Except for grants in 2013 with stock price acceleration provisions, all of our equity award grants to our executive officers are subject to a four year vesting schedule.~~
		~~Maintain Compensation Committee Practices that Ensure Independence:~~ All of the members of the Compensation Committee are determined to be independent, and they have authority to engage an independent consultant of their choice. All compensation decisions involving executive officers are made in executive sessions of the independent directors without management. In addition, the Committee receives feedback from shareholders through an annual Say on Pay vote.

retirement policy has no exemptions or conditions. Since its adoption in 2015, seven incumbent directors have not been eligible for re-nomination as a result of the retirement policy. Our Governance Guidelines also require Board members to tender their resignation on a change in principal occupation, and if he or she receives a greater number of votes “withheld” in an uncontested election than votes “for” his or her election.

Allow Directors and Officers to Hedge or Pledge Their Stock Positions: Our policies prohibit directors and executive officers from pledging Axcelis stock in a margin account or otherwise or entering into transactions designed to hedge or offset any decrease in the market value of Axcelis stock. The Company’s policies also prohibit the purchase of publicly traded options on Axcelis securities and place limitations on the use of standing or limit orders to purchase or sell Axcelis securities.

Allow Minority Stockholder Rights to be Harmed: Our charter and bylaws protect all stockholders by requiring advance notice of stockholder proposals, and prohibit stockholders from calling a special meeting, acting by written consent or filing governance litigation outside of Delaware. These provisions ensure that minority stockholders have notice and an opportunity to vote on all matters properly brought before them, and that claims are heard by sophisticated Delaware courts.

Compensation Governance: What We Do

Align Compensation with Median Pay at Peer Companies and Relevant Survey Data:Executive officer compensation is benchmarked, usually annually, to median levels at peer companies and in surveys. We re-evaluate these peers, at least biennially, to ensure they are comparable companies.

Align Compensation with Company and Individual Performance: We set compensation with strong pay-for-performance orientation, using both a cash annual incentive plan tied to financial metrics and restricted stock unit grants tied to operational goals. Performance evaluations are obtained and considered in compensation decision-making. Only our Executive Chairperson and our Chief Executive Officer have employment agreements setting a minimum salary and bonus opportunity.

Assert Executive Compensation Clawback Rights: We updated our Executive Compensation Clawback policy in 2023 to ensure alignment with the new regulations issued by the SEC under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Our policy continues to extend beyond the requirements of that law to allow a clawback of incentive compensation in the event of any violation of an agreement with the Company or of any policy of the Company or a voluntary departure to work for a competitor.

Require Termination of Employment prior to a Change of Control Payout: Our Change of Control Agreements with our executive officers provide for “double trigger” benefits, due only if the executive experiences a qualifying termination of employment in connection with a change of control.

Require Multi-Year Vesting of Equity Awards: Under our equity incentive plan, equity grants that are solely based on continued employment, service, or the passage of time may not vest until the first anniversary of grant, and for employees, full vesting may not occur until the fourth anniversary of grant, except for grants received in lieu of cash compensation otherwise due. Our usual equity award vesting terms for employees provide for annual vesting over a four year period, at the rate of 25% per year.

Maintain Compensation Committee Practices that Ensure Independence: All of the members of the Compensation Committee are determined to be independent, and they have authority to engage an independent consultant of their choice. All compensation decisions involving executive officers are made in executive sessions of the independent directors without management. In addition, the Committee receives feedback from stockholders through an annual Say-on-Pay vote.


~~Compensation Governance: What We Don't Do~~
		~~Pick Aspirational Peer Companies or Benchmark above Median Compensation Levels:~~ ~~Our Compensation Committee avoids these practices and re-evaluates annually with the help of an independent compensation consultant chosen by the Compensation Committee Chairman.~~
		~~Allow for Unlimited Cash Incentive Payouts or Guaranteed Bonuses:~~ Payout under our annual cash incentive plan is capped at 200% of target, which insures outperformance reaches our shareholders after a fixed return to executives. We do not provide guaranteed minimum bonuses under any compensation arrangements with executives.
		~~No Special Perquisites or Retirement Benefits:~~ Except for a program to reimburse financial or tax planning services up to $5,500, we do not provide any perquisites or retirement benefits to our executive officers that are not generally made available to all of our employees.

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~~Compensation Governance: What We Don't Do~~
		~~No "Single Trigger" Severance Payments or Golden Parachute Arrangements:~~ ~~We do not have "single trigger" severance payments due solely on account of the occurrence of a change of control event.~~
		~~No New Tax Gross-Ups:~~ In 2014, the Board adopted a policy that any future change of control agreement with any future executive officer of the Company will not include a reimbursement for the effects of any excise tax due on severance compensation.
		~~Re-Price or Buyback Equity Awards:~~ ~~Our equity plans prohibit repricing of equity awards or cash repurchase of equity awards (except in the case of a corporate transaction).~~
		~~Offer Nonqualified Defined Contribution or Other Deferred Compensation Plan.~~ ~~We do not have any such plans.~~

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Compensation Governance: What We Don’t Do

Pick Aspirational Peer Companies or Benchmark above Median Compensation Levels: Our Compensation Committee targets median benchmarked pay for our executives, re-evaluating the compensation peer group used for benchmarking purposes at least biennially, with the help of an independent compensation consultant chosen by the Compensation Committee.

Allow for Unlimited Cash Incentive Payouts or Guaranteed Bonuses: Payout under our annual cash incentive plan is capped at 200% of target, which ensures outperformance reaches our stockholders after a fixed return to executives. We do not provide guaranteed minimum bonuses under any compensation arrangements with executives, other than occasionally for the year in which an executive joins the Company.

Provide Special Perquisites or Retirement Benefits: We do not provide any perquisites or retirement benefits to our executive officers that are not generally made available to all of our employees.

Provide “Single Trigger” Severance Payments or Golden Parachute Arrangements: We do not provide “single trigger” severance payments due solely on account of the occurrence of a change of control event.

Indemnify Executives for Change of Control Excise Taxes: None of our change of control agreements with executive officers contain reimbursement provisions for change in control excise taxes, including those under US Internal Revenue Code Sections 280G and 4999. Our Governance Guidelines prohibit the Company from entering into any future change of control agreement with a provision indemnifying an executive for the effects of any excise tax due on severance compensation.

Re-Price or Buy Back Equity Awards: Our equity plans prohibit repricing of equity awards or cash repurchase of equity awards (except in the case of a corporate transaction).

Offer Nonqualified Defined Contribution or Other Deferred Compensation Plan. We do not have any such plans.

Our Governance Guidelines, other policies and our Certificate of Incorporation and Bylaws are posted onin the ~~Investors page~~“Investors” section of our website at www.axcelis.com. Any waivers of our Ethics policy would also be disclosed in that section of our website.

Board Evaluations and Peer Review Processes

A healthy and vigorous Board evaluation process is an essential part of good corporate governance. At Axcelis, this process includes annual evaluations of the Board and committee functions, including the interaction between the Board and management, and assessments by each director of his or her own performance and that of each of the other directors. The Nominating and Governance Committee establishes and oversees the evaluation process, which focuses on identifying areas where Board, committee, and director performance is effective, as well as opportunities for further development or improvement.

Each year, the Nominating and Governance Committee reviews the format and effectiveness of prior evaluation processes to identify actionable feedback for directors and management to consider. Axcelis’ process has been a combination of written input, collected by the Chairperson of the Nominating and Governance Committee and one-on-one interviews between designated members of the Nominating and Governance Committee and each director. These individual discussions are an important opportunity to ensure directors feel they can provide candid feedback on Board operations and the performance of Board members.

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The Board has historically used two documents to guide the process: (i) a Board evaluation questionnaire and (ii) a self- and peer- evaluation form. The Board evaluation questionnaire addresses topics such as the composition of the Board and committees, the meeting schedule, agenda items, presentation content, the relationship with management (including availability and responsiveness), and the overall effectiveness of the Board and opportunities for improvement. The self- and peer-evaluation form asks directors to rate themselves and other directors on skills and behaviors in three categories: essential Board qualifications, participation in meetings, and overall value-add of the member.

The Nominating and Governance Committee has considered whether to engage a third-party facilitator for these annual processes but has not done so to date. In 2023, we used the Board’s internet portal to collect the Board evaluation input, which was then reviewed by the Chairperson of the Nominating and Governance Committee. This allowed for a paperless approach to the request and submission of information.

This formal process is conducted annually between the August and November meetings of the Board, so that ~~site.~~

conclusions from the Board evaluation process can inform the decisions regarding nominations for re-election, usually made in February of each year. At the November Board meeting, the Chairperson of the Nominating and Governance Committee, and other directors involved in interviewing, provide verbal summaries of the feedback received, first to the Nominating and Governance Committee and then to the full Board. The Chairperson of the Board, or Lead Director if one is currently serving, may participate in the collection of feedback and/or consultation prior to the November meeting on specific potential outcomes from the feedback.

Under our Governance Guidelines, the Chairperson of the Board (or Lead Director if one is currently serving) and the Chairperson of the Nominating and Governance Committee are responsible for responding to issues identified in the annual Board self-evaluation. These processes commonly lead to actions such as the following:

•

Addressing Board and committee composition and refreshment needs to ensure the availability of appropriate skills and experience to meet the current and anticipated needs of the business;

•

Implementing individual director input on Board and Committee meeting agenda items;

•

Increasing time available for executive sessions without management present; and

•

Providing periodic input to our CEO and senior management on desired presentation content and style.

In addition to the formal Board evaluation process, our Board and committees engage in an on-going informal evaluation of their own effectiveness throughout the year, usually discussed in executive sessions and in one-on-one conversations outside of meetings. Committee chairs also regularly communicate with management to discuss the development of meeting agendas and presentations, which results in a two-way feedback loop. The Chairperson of the Board (or Lead Director if one is currently serving) and other directors have on-going engagement on these topics with our Chief Executive Officer. The Chair of our Audit Committee consults regularly with our Chief Financial Officer and Corporate Controller. The Chairs of our Nominating and Governance Committee and Compensation Committee communicate regularly with our General Counsel and Corporate Secretary, and the Chair of our Technology and New Product Development Committee interacts regularly with executive officers managing the Marketing and Engineering functions. These conversations mainly relate to agenda items, presentation content and the need to obtain external expert input to support committee discussions and decision-making.

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Stockholder Communications to the Directors

Stockholders may communicate with the Axcelis Board of Directors by mailing a communication to the entire Board or to one or more individual directors in care of the Corporate Secretary, Axcelis Technologies, Inc., 108 Cherry Hill Drive, Beverly, Massachusetts 01915. All communications from security holders to Board members (other than communications soliciting the purchase of products and ~~services)~~services or requests for publicly available documents) will be promptly relayed to the Board members to whom the communication is addressed.

Annual Meeting Stockholder Deadlines

The ~~Company's~~Company’s annual meeting of stockholders provides our stockholders with an opportunity to propose actions for adoption by the stockholders and to nominate individuals for election to the Board of Directors. Under the Company's Certificate of Incorporation, stockholders may not act by written consent or call a special meeting. Special meetings of stockholders may be called by the Board and for the purposes determined by the Board. The ~~Company's~~Company’s Bylaws include provisions requiring advance notice of proposals by stockholders for items to include in the agenda for the annual meeting and for director nominations. Our Bylaws have been filed with the SEC and are also posted on the ~~Investors~~“Investors” page of our website at www.axcelis.com.

If you intend to bring proposed business to the ~~2017~~2025 annual meeting and you would like us to consider the inclusion of your proposal in our proxy statement for the meeting, you must provide written notice to Axcelis of such proposal by ~~November 18, 2016~~, 2024 (120 days before the anniversary date of the mailing of this proxy statement). Any such proposal should comply with the requirements of Securities Exchange Act Rule ~~14a-8 promulgated under the Exchange Act.~~

14a-8.

If you wish to bring business before or propose director nominations at the ~~2017~~2025 annual meeting, you must give written notice to Axcelis between January ~~4, 2017~~9, 2025 and February ~~3, 2017~~8, 2025 (the dates 120 days and 90 days, respectively, before the anniversary of the ~~2016~~2024 annual meeting). These dates assume that the ~~2017~~2025 annual meeting is held not more than 30 days

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before or 30 days after May ~~4, 2017.~~9, 2025. If that is not the case, you must give written notice to Axcelis between the date 120 days before the ~~2017~~2025 annual meeting date and the later of (A) 90 days before the ~~2017~~2025 annual meeting date or (B) the date 10 days after public announcement of the ~~2017~~2025 annual meeting date.

Notices of stockholder proposals and nominations shall be given in writing to Axcelis Technologies, Inc., 108 Cherry Hill Drive, Beverly, Massachusetts 01915, Attn: Corporate Secretary.

Board Nomination Process and Requirements

In an on-going effort to refresh the Board of Directors, the Nominating and Governance Committee from time to time seeks new nominees for election to the Board through a variety of channels, including the engagement of director search firms, less formal recommendations from ~~shareholders~~stockholders of the Company and through business and personal contacts. Director search firms engaged by the Company are paid a retainer fee to identify and screen candidates meeting specifications established by the Committee for a particular Board nominee search. Such specifications will change from one search to another based on the ~~Committee's~~Committee’s determination of the needs of Board composition at the time a particular search is initiated.

The Nominating and Governance Committee will evaluate any candidate recommended for nomination as a director, whether proposed by a stockholder in accordance with the nomination provisions in our Bylaws, or identified through the ~~Committee's~~Committee’s own search processes, about whom it is provided appropriate information. In evaluating a candidate, the Committee must, at a minimum, determine that the candidate is capable of discharging his or her fiduciary duties to the stockholders of the Company. The Committee will determine whether the particular nomination would be consistent with ~~Axcelis'~~Axcelis’ Governance Guidelines. These Governance Guidelines provide in part that all new candidates for election to the Board and all Board members eligible for nomination for re-election to the Board shall be evaluated on the following criteria:

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(a)

such candidate or Board ~~member's~~member’s current level of, and on-going commitment to, education regarding the responsibilities of a member of a board of directors under standards set forth in the ~~Company's~~Company’s Governance Guidelines;

(b)

the adequacy of such candidate or Board ~~member's~~member’s time available to commit to responsibilities as a member of the Board;

(c)

the existence of any financial relationship with the Company other than that arising as an employee of the Company, as a Board member and/or as a stockholder; and

(d)

in the case of re-election, such ~~member's~~member’s compliance with our Director Stock Ownership Guidelines.

If a candidate is presented to the Nominating and Governance Committee at a time when it has established specifications for a particular Board search, the Committee will consider whether the candidate satisfies the established specifications. More generally, the Committee will consider a ~~candidate's~~candidate’s skills, character, leadership experience, business experience and judgment, and familiarity with relevant industry, national and international issues in light of the

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backgrounds, skills and characteristics of the current Board and the needs of the ~~Company's~~Company’s business. ~~The~~Given the global nature of the Company’s business, the Nominating and Governance Committee will consider whether a ~~nominee's regional~~nominee’s geographic or cultural background or other factors contributes to Board diversity that is beneficial to the Company for business reasons. ~~Given the portion~~Apart from seeking candidates with attributes that are deemed advantageous in terms of the ~~Company's revenues derived from Asian customers,~~Company’s business objectives, the Board ~~members with insight into Asian business or markets are highly valued.~~ is committed to maintaining gender, racial and ethnic diversity on the Board. The Board believes the current nominees exhibit an appropriate mix of the desired characteristics, as shown in the charts under “Proposal 1: Election of Directors” above.

Finally, the Committee must consider whether a nominee (in conjunction with the existing Board members) will assist the Company in meeting the requirements of applicable law, the rules of the SEC, the Nasdaq listing standards, and the ~~United States Internal Revenue Code (the "IRC")~~IRC regarding the independence, sophistication, and skills of the members of the Board of Directors and the Audit, Compensation and Nominating and Governance committees.

In order to provide clarity to our stockholders on the information required to support the consideration of an individual as a candidate for nomination for election as a director, the ~~Company amended its~~Company’s Bylaws ~~in 2014 to expand~~stipulate the amount and nature of information required about a director candidate and the stockholder proposing his or her election. These disclosure requirements also ensure that all stockholders entitled to vote on a director nomination have all relevant information about the nominee. Our Bylaws have been filed with the SEC and are also posted on the ~~Investors page~~“Investors” portion of our website at www.axcelis.com. Nomination information should be sent to the Nominating and Governance Committee of Axcelis Technologies, Inc., 108 Cherry Hill Drive, Beverly, Massachusetts 01915, Attn: Corporate Secretary. The Committee may require further information, including but not limited to the completion of a questionnaire designed to elicit disclosures required by the securities laws and to determine eligibility for Board and committee membership.

Certain Relationships and Related Transactions

Review Process

Nasdaq listing rules require the Company to conduct an appropriate review of all related party transactions which are disclosable under Item 404 of the SEC’s Regulation S-K. In its charter, the Nominating and Governance Committee is given responsibility to review and approve any such related party transactions, including (a) business arrangements between the Company and directors or their affiliates or between the Company and employees, other than compensation for service as a director or

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as an employee of the Company, and (b) any other relationships between a director or employee and the Company or a third party (including membership on the boards of directors of a third party) which create the appearance or reality of a current or potential conflict of interest.

Axcelis reviews all relationships and transactions reported to it in which the Company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. The ~~Company's~~Company’s General Counsel is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in the ~~Company's~~Company’s proxy

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statement. In addition, the Nominating and Governance Committee reviews and ~~approves~~determines whether to approve or ~~ratifies~~ratify any related person transaction that is required to be disclosed. In the course of its review and approval or ratification of a disclosable related party transaction, the Nominating and Governance Committee considers:

•

the nature of the related ~~person's~~person’s interest in the transaction;

•

the material terms of the transaction, including, without limitation, the amount and type of transaction;

•

the importance of the transaction to the related person;

•

the importance of the transaction to the Company;

•

whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company; and

•

any other matters the Committee deems appropriate.

Any member of the Nominating and Governance Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at a meeting of the Committee that considers the transaction.

~~2015~~

2023 Related Party Disclosures

During ~~2015,~~2023, no related person transactions requiring disclosure in the proxy statement were identified or submitted to the Nominating and Governance Committee for approval. As discussed above under" “Board of Directors—Board of Directors Independence and Meetings",” during 2023, Mr. Kurtzweil ~~serves~~served as a ~~vice president~~director of ~~Cree,~~SkyWater Technology, Inc., which has a subsidiary, SkyWater Technology Foundry, Inc., that is a customer of the Company. ~~This is an arms-length commercial relationship which is not material to the Company or Cree, Inc. Although the amount involved~~In 2023, SkyWater purchased goods and services from Axcelis for payments that exceeded $120,000 and these business transactions have continued in ~~2015,~~2024. However, Mr. Kurtzweil has no direct or indirect material interest in ~~Cree's~~these payments, ~~to the Company~~ or the services and products provided by the ~~Company.~~

~~Three~~Company, which are the result of arms-length commercial transactions. Mr. Graves, who joined the Axcelis Board in February 2024, is also a director of SkyWater. As with Mr. Kurtzweil, Mr. Graves has no direct or indirect material interest in SkyWater’s payments to Axcelis or the services and products provided to SkyWater, which are the result of arms-length commercial transactions.

Two of the current Board members nominated for re-election (Mr. ~~Keithley,~~St. Dennis and Mr. ~~George and Ms. Puma)~~Titinger) are also Board members of ~~Nordson Corporation.~~FormFactor, Inc. The Company has no business relationship with ~~Nordson Corporation.~~

FormFactor.

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Risk Oversight by the Board of Directors

~~Axcelis'~~

Top Risks in Our Business. Risk oversight is an essential responsibility of the Board of Directors. All business ~~involves many unavoidable operational~~operations and ~~financial~~opportunities have integral risks ~~which management and~~that must be managed. The top risks in our ~~Board seek to mitigate through careful planning and execution. Our risks include:~~

business are:

•

The highly competitive nature of the semiconductor equipment industry, which may limit the rate and level of acceptance of our current products by ~~customers;~~customers and requires us to continue to make substantial investments in new products and features to successfully compete for customer selection;

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•

The dependence of ~~Contents~~

our business on international trade, especially with Asia and the potential negative impact on our business from economic disruption from political, fiscal or global health reasons;

•

~~We may be unable~~

The need to ~~continually invest in product improvement and new product development to meet customer expectations for both technological and cost factors;~~

•

~~We may be unable to~~ maintain ~~an adequate~~ global infrastructure to support our customers;

and

•

The cyclical nature of the semiconductor industry and its overall condition in a particular ~~period;~~

•

~~We may be unable to access sufficient capital to meet fluctuating capital requirements; and~~

•

~~The uncertainties of global economies, including the availability of credit.~~

period.

A more extensive list of risk factors associated with our business can be found in the ~~Company's 2015~~Company’s 2023 Annual Report on Form 10-K filed with the SEC and inwhich serves as the Annual Report to Stockholders ~~which accompanies~~accompanying this proxy statement.

Strategic Planning and Risk Management. In order to ensure that longer term risks are considered in a timely and appropriate matter, our management engages in an annual strategic planning process that covers risks and opportunities relating to our technology, product development, marketing strategies, customer relationships and operations. The resulting three year strategic plan is discussed at each November Board meeting. Following that, these same topics are covered in business updates at the other three quarterly Board meetings during the year, allowing strategies to be re-evaluated and modified as needed. Strategic planning in our industry must constantly evolve in light of (i) trends in the electronics markets driving demand for certain semiconductor devices, (ii) technical trends in semiconductor fabrication driving particular product requirements, and (iii) factors in the business environment, such as the global economy and trade, and other international tensions. Our Board and management regularly discuss these factors and seek to anticipate changes in risks, opportunities, and appropriate responses.

Cybersecurity Risk Management. Cybersecurity risk management involves executing on multiple technical fronts, requiring current knowledge of best practices and available solutions, which include network security improvements, on-going employee cybersecurity training, and other measures to protect systems and data from unauthorized access or misuse. The Company believes the most effective risk management is achieved by using a team of experts who have daily responsibility for maintaining the security of our information technology systems, with Board members exercising an oversight role. The Board has asked the Audit Committee to engage with management in an annual review of the Company’s activities to mitigate cybersecurity risk. Two of our directors, John Kurtzweil and Jorge Titinger, who currently serve on the Audit Committee, have acquired some in-depth cybersecurity knowledge. See “Proposal 1: Election of Directors—2024 Nominees for Election to the Axcelis Board of Directors” above. In its annual review, the Audit Committee receives a presentation on cybersecurity risk assessment and risk management from the Company’s Chief Information Officer, supplemented at times with reports from the Company’s external Chief Information Security Officer and Ernst & Young’s cybersecurity experts. Management’s report to the Audit Committee and the Audit Committee’s observations are then shared with the full Board. This approach to risk management is consistent with the SEC’s commentary in July 2023 that “effective cybersecurity processes are designed and administered largely at the management level, and that directors with broad-based skills in risk management and strategy often effectively oversee management’s efforts without specific subject

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matter expertise, as they do with other sophisticated technical matters.” Cybersecurity risk trends and mitigation requirements are also covered in a quarterly scorecard provided to the full Board as part of the Company’s Enterprise Risk Management process, discussed below.

Environmental and Climate Change Risk Oversight. The Company has an active program to ensure compliance with environmental laws, and to understand our contribution to climate change and the potential impact of global warming on our operations and those of our suppliers and customers. Axcelis is a founding member of the Semiconductor Climate Consortium (“SCC”) of SEMI International, our industry organization. By collaborating with SCC member companies’ joint knowledge and innovative technologies, Axcelis hopes to promote progressive action towards climate change. In our Enterprise Risk Management process discussed below, climate change risk has been identified as a high impact risk, driving quarterly updates to the Board on trends and needed mitigations. Management also discusses these risks and goals in detail in our annual ESG report, which is provided to the Board, as discussed above.

Human Capital Risks. Our business depends on our ability to attract and retain qualified, experienced employees. There is substantial competition for experienced engineering, technical, financial, sales and marketing personnel in our industry. In particular, we must attract and retain highly skilled design and process engineers and key leaders for our business to drive our strategy and its execution. We use detailed job descriptions and focused interview teams to assess candidates. The May meeting of our Board of Directors ~~has two primary methods of overseeing risk.~~is dedicated to the Axcelis Talent Review, in which executive performance and succession are discussed, high potential employees are identified, and key metrics, such as voluntary turnover and hiring activity, are shared with the Board for input. The ~~first method~~Compensation Committee is ~~through its~~responsible for ensuring that the Axcelis Talent Review processes are appropriate and timely. Management also engages in an active program to ensure compliance with employment and labor laws, which includes mandatory all-employee training on discrimination and manager training on employment decision-making.

Our Enterprise Risk Management ~~("ERM"~~Process and Board Committee Oversight. In order to ensure that risk is assessed comprehensively and managed consistently, the Board uses an Enterprise Risk Management (“ERM”) process, which allows for full Board oversight of the most significant risks facing the Company. The ~~second is through the functioning~~Board also uses its committee structure to engage in more detailed reviews of ~~the Board committees.~~certain risks. The goal of the ERM process is to provide an ongoing effort, effected at all levels of the Company across all corporate functions, to identify, assess and monitor risk, and to agree on mitigating ~~action.~~actions. Annually, senior leadership reassesses the risks to the Company’s business, ranking them by potential severity of impact and likelihood, creating a “heat map” of business risks. At each quarterly ~~in-person~~ Board meeting, senior management ~~provides~~reports on risks that are rated as having a ~~report on specific~~higher likelihood of occurrence than other risks ~~within identified core areas,~~and/or a higher severity of impact than other risks, commenting on the trend and the status of the risk at the time of the report. As noted above, these higher risks include, among others, strategic planning, cybersecurity, and climate change. The Audit Committee ~~will periodically review~~annually reviews the ERM process to ensure that it is robust and functioning effectively.

In addition to the ERM process, each committee of the Board oversees specific areas of risk relevant to the committee through direct interactions with the Chief Executive Officer and the heads of corporate functions. For instance, the Audit Committee oversees risk relating to financial reporting through its interactions with the Chief Financial Officer, Corporate Controller, and ~~Corporate Controller.~~the Company’s independent auditors. The Technology and New Product Development Committee oversees risk in the ~~Company's~~Company’s technology and product development initiatives. The Compensation Committee considers risk arising from compensation policies and practices. See “Executive Compensation—2023 Compensation Discussion and Analysis—Risk Assessment of Compensation Policies and Practices.” A committee may address risks directly with management or, where appropriate, may elevate a risk for consideration by the full Board.

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The separate ERM process and Board committee approach to risk management leverages the ~~Board's~~Board’s leadership structure to ensure that risk is overseen by the Board both company-wide and through specific areas of competency.

Delinquent Section 16(a) Reports.

In ~~order~~2023, one Form 4 was filed after the due date, relating to ~~ensure that longer term risks are also considered~~the withholding of shares for tax purposes on vesting of restricted stock units under the Company’s Executive Equity Retirement Program (the “EERP”). This program accelerates vesting of certain RSUs in connection with a planned retirement. A Form 4 for Kevin J. Brewer, our former EVP and Chief Financial Officer, relating to the withholding by the ~~Board in a timely and consistent matter,~~Company of 5,426 shares otherwise issuable on the ~~full Board dedicates an in-person meeting each year to review and approve a strategic plan and to review and approve a profit plan. These plans are used to manage~~accelerated vesting of restricted stock units under the ~~business throughout~~EERP was due on December 6, 2023. The withholding fulfilled the ~~year. In addition, one Board meeting each year is focused~~Company’s tax obligations on ~~longer term technology development to ensure that emerging market trends are identified and understood and that their implications for Axcelis' products are appropriately addressed. Finally,~~ the ~~Board dedicates an in-person meeting each year~~income received by Mr. Brewer at vesting. Due to an ~~executive talent review, which includes a review and discussion of succession planning for key management positions.~~

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~~Section 16(a) Beneficial Ownership Reporting Compliance~~

~~Section 16(a) of~~oversight, the ~~Exchange Act requires our directors, executive officers and persons owning more than 10% of our registered equity securities to file with~~Form 4 reporting on this disposition was not filed by the ~~SEC reports of their initial ownership and of changes in their ownership of our common stock and to provide us with copies of all Section 16(a) reports they file.~~

~~To our knowledge, based solely~~due date but was filed on our review of copies of reports furnished to us and written representations that no other reports were required, during 2015, our directors, officers, and 10% stockholders complied with all Section 16(a) filing requirements.

January 2, 2024.

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PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

Upon the recommendation of the Audit Committee, the Board of Directors has appointed the independent registered public accounting firm of Ernst & Young LLP as independent auditors to conduct the annual audit of our financial statements for ~~2016~~2024 and is seeking stockholder ratification of the appointment. Ernst & Young LLP is an internationally recognized independent registered public accounting firm that audited the ~~Company's~~Company’s financial statements in ~~2015~~2023 and which the Audit Committee believes is well qualified to continue.

Ernst & Young LLP has audited the ~~Company's~~Company’s financial statements since ~~our initial public offering in 2000.~~1999. Prior to recommending the re-appointment of the ~~Company's~~Company’s independent auditor each year, the Audit Committee receives input from the Company’s Chief Executive Officer and Chief Financial Officer on ~~management's~~management’s relationship with the auditor and input from the independent auditor on the engagement. In its decision to recommend re-appointment, the Audit Committee also considers the fees charged by the independent auditor and the potential benefits and challenges from switching independent audit firms. The audit engagement partner assigned to the ~~Company's~~Company’s account rotates every 5 years, and the Audit Committee provides oversight and input to the selection of a successor audit engagement partner, along with management.

Representatives of Ernst & Young LLP are expected to attend the annual meeting and be available to respond to appropriate questions. They will also have the opportunity to make a statement if they desire.

The aggregate audit fees billed for, and other fees billed in, each of the last two fiscal years for professional services rendered by Ernst & Young LLP were as follows:

	2022			2023
Audit Fees		$	2,075,493		$	2,231,136
Audit Related Fees		$	32,800		$	32,200
Tax Fees		$	89,645		$	1,745
Total Fees		$	2,197,938		$	2,265,081

2014
2015
Audit Fees
$1,455,000 $1,384,500
Audit Related Fees
$100,159 $23,995
Tax Fees

Tax compliance and preparation of returns
$16,315 $29,200
International tax planning
$14,423 $10,318
General tax planning and other tax services
$- $-

Total Tax Fees
$30,738 $39,518
All Other Fees
$- $-
Total Fees
$1,585,897 $1,448,013

Audit fees include statutory audits for subsidiaries and branches operating in countries outside of the United States. Audit related fees include the audit for the ~~Company's~~Company’s 401(k) plan required under ~~ERISA. International~~ERISA, and the Company’s subscription to Ernst & Young’s accounting and auditing research platform. Tax fees may include international tax planning ~~relates~~relating to the setting of fair compensation for services provided to us by our foreign subsidiaries to ensure appropriate revenue levels are reported for taxation in those foreign countries.

~~Under its charter, the Audit Committee must pre-approve the fees to be paid to the independent auditor for audit services. In addition, the~~

The Audit Committee has adopted a policy

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requiring the ~~Committee's~~Committee’s pre-approval of the engagement of the ~~Company's~~Company’s independent auditor to perform specific audit-related or non-audit (including tax) services and fees for such services. This pre-approval of audit-related and non-audit services performed by the independent auditor is designed to avoid any engagements which could impair the ~~auditor's~~auditor’s independence. The policy also prohibits engagement of the independent auditor to perform certain types of services that are always viewed as inconsistent with independence. The Audit Committee does not delegate its responsibility to approve services performed by the independent auditor to any member of management.

Under its charter, the Audit Committee will pre-approve estimated fees to be paid to the independent auditor for approved services. Under the Committee’s pre-approval policy, once the Audit Committee has approved fee estimates from the audit firm, management is authorized to pay actual fee amounts that are not materially greater than the reviewed estimates.

The standard applied by the Audit Committee in determining whether to grant approval of any type of non-audit service, or of any specific engagement to perform a non-audit service, is whether

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the services to be performed, the compensation to be paid therefor and other related factors are consistent with the independent ~~auditor's~~auditor’s independence under guidelines of the SEC, the PCAOB and applicable professional standards. Relevant considerations include (i) whether the work product is likely to be subject to, or implicated in, audit procedures during the audit of our financial statements, (ii) whether the independent auditor would be functioning in the role of management or in an advocacy role, (iii) whether the independent ~~auditor's~~auditor’s performance of the service would enhance our ability to manage or control risk or improve audit quality, (iv) whether such performance would increase efficiency because of the independent ~~auditor's~~auditor’s familiarity with our business, personnel, culture, systems, risk profile and other factors, and (v) whether the amount of fees involved, or the proportion of the non-audit fees to the total fees payable to the independent auditor ~~in the period that is for non-audit services,~~ would tend to reduce the independent ~~auditor's~~auditor’s ability to exercise independent judgment in performing the audit.

All of the non-audit services rendered by Ernst & Young LLP in respect of the ~~2014~~2022 and ~~2015~~2023 fiscal years were pre-approved by the Audit Committee in accordance with this policy.

Ernst & Young LLP informed the Company that they are not aware of any relationship with the Company that, in their professional judgment, may reasonably be thought to bear on the independence of Ernst & Young LLP.

Ratification of the appointment of Ernst & Young LLP by the stockholders is not required by law or by our Bylaws. The Board of Directors is nevertheless submitting it to the stockholders to ascertain their views. If this proposal is not approved at the annual meeting by the affirmative vote of holders of a majority of the votes cast at the meeting, the Audit Committee intends to reconsider its recommendation of Ernst & Young LLP as independent auditors. The Company may retain the firm for ~~2016~~2024 notwithstanding a negative stockholder vote.

The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP.

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PROPOSAL 3: ~~APPROVAL OF~~ AMENDMENT TO OUR RESTATED CERTIFICATE OF INCORPORATION TO REFLECT NEW DELAWARE LAW PROVISIONS LIMITING THE ~~2012 EQUITY INCENTIVE PLAN~~

WeLIABILITY OF CERTAIN OFFICERS

At the annual meeting, we are ~~seeking stockholder approval of~~asking our stockholders to approve an amendment to our ~~2012 Equity Incentive Plan (the "2012 EIP"~~Restated Certificate of Incorporation (our “Charter”) ~~increasing the number~~to update our existing director exculpation provision to include certain of ~~shares authorized for issuance by 4,000,000 shares (or such lesser amount as may be fixed by~~ our Chief Executive Officer prior to the 2016 annual meeting). An increase of 4,000,000 shares would bring the total reserve under the 2012 EIP from 11,050,000 shares reserved as of December 31, 2015 to 15,050,000 shares, excluding from both amounts shares recaptured from forfeited grants under the 2000 Stock Plan. Of the shares previously approved (including recaptured shares), 1,813,411 shares remained available for grant as of December 31, 2015. If approved, we expect to use the additional authorized shares for continued periodic equity grants to employees (including executive officers), directors and consultants. Our Board of Directors recommends a vote FOR approval of the amendment to the 2012 EIP for the following reasons, each of whichsenior corporate officers. The Company is ~~discussed below in more detail:~~

•: ~~Our ability to attract, motivate and retain high-performing individuals as employees, directors and consultants depends on the availability of equity compensation.~~
•: ~~Our three year average burn rate for equity grants (counting restricted stock and RSUs at 2.0 shares) is 4.15%, less than ISS's 2016 benchmark for Russell 3000 companies~~incorporated in the ~~semiconductors and semiconductor equipment business (Global Industry Classification Standard 4350), which is 7.01%.~~
•: ~~The total voting power dilution from the 2012 EIP and our prior equity grant plan will be less than 20% after the proposed share reserve increase.~~

By approving the 2012 EIP, the stockholders will be approving, among other things, the eligibility requirements, performance goals, and limits on equity-based incentive awards contained therein for purposesState of ~~Section 162(m).~~

~~Why the 2012 EIP is Important~~

The 2012 EIP is our sole vehicle for making equity awards to our employees (including executive officers), directors and consultants. Our ability to attract, motivate and retain high-performing individuals in these roles is vital to our ability to compete successfully in the market and to increase stockholder value. We believe our ability to grant equity incentives as an element of compensation is essential for us to remain competitive in attracting and retaining such employees, consultants and directors. We believe equity incentives motivate high levels of performance and provide an effective means of recognizing employee contributions to the success of Axcelis. Moreover, equity incentives align the interests of the employees, consultants and directors with the interests of our stockholders—when Axcelis performs well, employees, consultants and directors are rewarded along with other stockholders.

Because the 2012 EIP is the only plan under which we can grant equity incentives, maintaining its viability by increasing the number of shares available for grant is essential for us to be able to continue to use equity incentives to attract, motivate and retain the employees, consultants, and directors necessary for our future success. Without this amendment, we believe that the shares available for grant under the 2012 EIP will be insufficient to meet our anticipated recruiting and retention needs.

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~~Careful Management of Equity Award Use: Burn Rate and Voting Power Dilution from the Axcelis Equity Award Plans~~

The proposed increase, together with the shares available under the 2012 EIP at year end 2015, will make approximately 5.8 million shares available for grant in 2016 and beyond. We believe that this increase is necessary and reasonable for us to maintain an annual equity program using 3-4 million shares in 2016, assuming we maintained the level of grants we have in the past few years.

We seek to maximize stockholder value by granting only the number of equity awards necessary to attract, retain and reward key employees, consultants, and directors, which amount can vary from year to year. We ensure our burn rate is below the Russell 3000 average burn rate for GICS 4530 (Semiconductors and Semiconductor Equipment) plus a standard deviation, which ISS uses as a benchmark. Our three year average burn rate (counting restricted stock and RSUs at 2.0 shares) for 2013, 2014 and 2015 is 4.15%, below the 2016 ISS benchmark of 7.01% and even below the GICS 4530 mean burn rate (without the standard deviation) of 4.69%. The chart below illustrates our equity award burn rate (counting restricted stock and RSUs at 2.0 shares per ISS standards) for the past three years in comparison to the ISS 2016 benchmark:

The Board is cognizant of voting power dilution and, accordingly, has limited the proposed increase to 4 million shares in order to keep the total percentage voting power dilution associated with our equity award plans ("Plan VPD") to less than 20% of total capitalization. We have calculated Plan VPD by dividing the sum of (1) the proposed 2012 EIP reserve increase, (2) the shares currently available under the 2012 EIP and (3) the number of shares issuable in respect of outstanding unexercised stock options and unvested RSUs granted under the 2012 EIP and our prior award plan, the 2000 Stock Plan (the "Equity Plan Overhang") by the total shares

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~~outstanding plus the sum of (1) - (3) above. This calculation, at year end 2015 with the proposed reserve increase of 4 million shares, is shown below:~~


~~Shares Outstanding on 12/31/2015~~	~~115,981,228~~
~~Options Outstanding at 12/31/2015~~	~~21,669,308~~
~~Unvested RSUs Outstanding at 12/31/2015~~	~~365,500~~
~~Total Options and RSUs o/s at 12/31/2015~~	~~22,034,808~~
~~2012 EIP Available Reserve at 12/31/2015~~	~~1,813,411~~
~~Total Equity Plan VPD shares at 12/31/2015~~	~~23,848,219~~
~~Voting Power Dilution: Total Equity Plans as a % of Shares Outstanding plus Equity Plans~~	~~17.06~~	%
~~Proposed Increase for 2016~~	~~4,000,000~~
~~Voting Power Dilution with Proposed Reserve Increase: Total Equity Plans (with increase) as a % of Shares Outstanding plus Equity Plans~~	~~19.36~~	%

Our Plan VPD Shares are dominated by the Equity Plan Overhang which represented 92% of the Plan VPD shares at year end 2015. Our Equity Plan Overhang is high not because we have engaged in high granting activity, but because we have seen low option exercise activity for a number of years. At December 31, 2015, the options in our Equity Plan Overhang had a weighted average exercise price of $1.81 and a weighted average term of 4.87 years.

The chart below shows our annual option grants over the last 7 years in comparison to annual option exercises. Until 2015, option exercises have significantly lagged the rate of option grants during this period. Using stock options as the general award type creates a high overhang if the options are not exercised. Unlike restricted stock or restricted stock unit grants, where the shares leave the overhang as the awards vest, option shares continue to be recorded in the overhang, despite vesting, until they are exercised.

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The reason for the significant lag in option exercises is shown in the chart below. Until 2014, the weighted average exercise price of outstanding options has exceeded the average closing price during the last seven years, leading to the muted exercise activity until 2014 and 2015, as shown above. The increased exercise activity in 2014 and 2015 as our stock price has improved is causing our Equity Plan Overhang to decrease.

We do not, as a matter of course, make public forecasts as to our total shares outstanding and utilization of various equity awards due to the unpredictability of the underlying assumptions and estimates (which our Board has considered in evaluating the factors listed above). We have included the above summary to give our stockholders access to the information that was considered by our Board for purposes of evaluating the approval of the amendment to the 2012 EIP.

~~Board Recommendation~~

~~The Board of Directors believes that the amendment to the 2012 EIP promotes important corporate goals~~Delaware and is therefore in the best interests of Axcelis' stockholders. The amendment to the 2012 EIP will provide Axcelis with the shares necessary to offer effective equity incentives, which are essential for Axcelis to attract, motivate and retain employees and to align Axcelis' compensation with our stockholders' interests.

~~The Board of Directors recommends that you vote FOR the proposed amendment to the 2012 EIP.~~

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~~Outstanding Equity Awards and Shares Available to Grant~~

~~The following table shows the awards outstanding and that may be made under our equity incentive plans as of December 31, 2015.~~

Number of
Options
Outstanding

Number of Restricted
Stock Units
Outstanding

Shares Available
to Grant
under Plan
2012 Equity Incentive Plan 13,683,419 365,500 1,813,411

2000 Stock Plan (terminated)

7,985,889

0

0

Total

21,669,308

365,500

1,813,411

~~Summary of the 2012 Equity Incentive Plan~~

The following is a brief description of the material features of the 2012 EIP, as amended, and is qualified in its entirety by reference to the terms of the 2012 EIP. Stockholders may obtain a copy of the 2012 EIP upon written request to the Corporate Secretary of the Company.


~~Administration~~		The 2012 EIP is administered by the Compensation Committee or other committee appointed by the Board. The Compensation Committee has authority to: select the participants who will receive awards, grant awards, determine the terms, conditions, and restrictions applicable to the awards, determine how any exercise price is paid, modify or replace outstanding awards within the limits of the 2012 EIP, accelerate the date on which awards become exercisable, waive the restrictions and conditions applicable to awards, and establish rules governing the 2012 EIP, including special rules applicable to awards made to employees who are foreign nationals or are employed outside the United States. Subject to specific limitations under the Plan, as discussed below, the Compensation Committee is given the broad authority to establish these terms in order best to achieve the purpose of the 2012 EIP. The Compensation Committee may also assume awards granted by an organization acquired by the Company or may grant awards in replacement of any such awards.

~~Types of Awards~~		The 2012 EIP provides for the grant of stock options (incentive stock options or "non-qualified" stock options), restricted stock, RSUs, stock appreciation rights, awards of common stock that are not subject to restrictions or forfeiture and other awards, the value of which is based in whole or in part on the value of common stock and which may be settled in cash, common stock or other property ("stock equivalents"). These awards are payable in cash or common shares, or any combination thereof, as established by the Compensation Committee.

~~Eligibility~~		All employees and consultants of Axcelis and its subsidiaries, and all directors of Axcelis, are eligible to participate in the 2012 EIP. Participants are selected by the Compensation Committee of our Board of Directors in its discretion. At December 31, 2015, the Company had 774 employees and 8 non-employee directors.

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~~Plan Limitations on Award Terms~~		~~The 2012 EIP establishes certain limits on the terms of awards granted under the 2012 EIP:~~ • ~~The exercise price of options and stock appreciation rights granted under the 2012 EIP must be not less than the fair market value of the common stock on the date of grant.~~ • ~~The term of options and stock appreciation rights granted under the 2012 EIP may not exceed seven years.~~ • In the case of awards granted to the Company's executive officers, the vesting, settlement or lapse of forfeiture restrictions solely based on continued employment, service or the passage of time must (with certain exceptions) occur (i) with respect to no more than¹/3 ~~of the shares subject to the award in any one year, and (ii) over not less than four years from the date of grant for all shares subject to the award.~~ • The 2012 EIP prohibits the Committee, without obtaining stockholder approval, from amending any outstanding option or stock appreciation right to reduce the exercise price or canceling and replacing an option or stock appreciation right with an award exercisable for common stock at a lower exercise price. In 2014, the Board amended the 2012 EIP to provide that no award shall be canceled in exchange for a cash payment from the Company to the award owner, except in the event of a corporate transaction in which a company other than the Company is the surviving, continuing, successor or purchasing entity and in which the stockholders of the Company receive consideration that is all or predominantly cash in exchange for their shares of common stock in the transaction. • In order to comply with the exemption from Section 162(m) of the IRC relating to performance-based compensation, no participant may be granted stock options, stock appreciation rights or other awards intended to satisfy the requirements for "qualified performance-based compensation" within the meaning of Section 162(m) of the IRC, that in the aggregate, exceed 1,250,000 shares during any fiscal year, and no performance-based award settled in cash may pay a participant more than $1,000,000 in any one year.

~~Share Counting Under the Plan~~		~~The following provisions apply to determining how the available shares under the 2012 EIP are deemed to be used:~~ • ~~Each share subject to an award under the 2012 EIP, other than options and stock appreciation rights, shall be counted as 1.5 shares per plan terms;~~ • Shares subject to an award granted under the 2000 Stock Plan or the 2012 EIP that is forfeited, terminated, or canceled without having been issued will become available for grant under the 2012 EIP, subject to certain exceptions relating to incentive stock options; • Shares subject to awards granted under the 2012 EIP on assumption of, or substitution for, equity awards of a company acquired by Axcelis will not count against the share reserve under the 2012 EIP; and • Outstanding shares used to pay the exercise price of an option or stock appreciation right or shares which are withheld by the Company to satisfy the exercise price or tax withholding due on exercise or vesting may not be netted out against the shares issued on an award granted under the 2012 EIP.

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~~Performance Objectives for Performance-Based Awards~~		The 2012 EIP provides that, when so determined by the Compensation Committee, awards may specify performance objectives that, if achieved, will result in vesting, exercisability or the lapse of restrictions on awards. Awards with performance objectives may be intended to satisfy the requirements for "performance-based compensation" under Section 162(m) of the IRC. Such grants should specify one or more objective performance goals and the effect of achieving the goal at or above a specified level for or within a requisite period or at a requisite date. For purposes of Section 162(m), the Compensation Committee must establish any performance goal near the beginning of any performance period and at a time when the outcome of the goals is substantially uncertain, and it must certify that the goal was achieved before the award is paid. Performance objectives may be based on any of the following criteria: revenue; revenue growth; sales; expenses; margins; net income; earnings or earnings per share; cash flow; stock price; stockholder return; return on investment; return on invested capital, assets, or equity; profit before or after tax; operating profit; operating margin; return on research and development investment; market capitalization; quality improvements; market share; cycle time reductions; customer satisfaction measures; strategic positioning or marketing programs; market penetration or expansion; business / information systems improvements; expense management; infrastructure support programs; human resource programs; customer programs; technology development programs; goals relating to acquisitions or divestitures, or any combination of the foregoing, including without limitation goals based on any of such measures relative to peer groups or market indices, and may be particular to an award recipient or may be based, in whole or in part, on the performance of the division, department, line of business, subsidiary, or other business unit, whether or not legally constituted, in which the award recipient works or on the performance of the Company generally.

~~Treatment of Awards in an Extraordinary Event~~		In the event of a recapitalization, stock dividend, stock split, reverse stock split (or combination), other distribution to stockholders (other than normal cash dividends), or similar transaction, the Compensation Committee will adjust the number and class of shares that may be issued under the 2012 EIP (including the number of shares that may be subject to awards granted to a participant in any fiscal year) and the number and class of shares, and the exercise price, applicable to outstanding awards. Similar adjustments may be made in the event of reorganization, merger, spin-off or other corporate transaction affecting the common stock where an adjustment is required in order to preserve the benefits intended to be provided by the plan. If considered appropriate, the Committee may make provision for a cash payment with respect to all or part of an outstanding award instead of or in addition to any such adjustment.

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		In the event of a corporate transaction in which a company other than Axcelis is the surviving, continuing, or successor purchasing entity, outstanding awards may be assumed by such other company or may be exchanged for substituted awards from such other company. The terms of such assumed or substituted awards shall be appropriate in light of (A) the consideration received by the Company's stockholders in the transaction and (B) the terms of the outstanding awards. Awards outstanding under the 2012 EIP which are not assumed or exchanged shall terminate on such terms as the Committee may determine. Notwithstanding the foregoing, if in such a transaction the stockholders of the Company receive consideration that is predominantly cash, then either (A) any vesting or lapse of forfeiture provisions on outstanding awards under the 2012 EIP shall accelerate on the closing of the transaction and the award holder may share in the transaction consideration or (B) such awards shall be compensated through a separate payment in an amount that the award holder would have received in the transaction assuming such acceleration, as determined by the Compensation Committee.

~~Non-Assignability of Awards~~		No award granted under the 2012 EIP may be transferred or assigned by a participant or eligible transferee except on such terms as the Compensation Committee determines, and incentive stock options may be transferred only to the extent permitted by the Internal Revenue Code.

~~Amendment and Termination of the 2012 EIP~~		~~The Board of Directors may amend, suspend, or terminate the 2012 EIP at any time, subject to stockholder approval as needed to comply with tax or regulatory requirements.~~

~~Summary of U.S. Federal Income Tax Consequences of Awards under the 2012 EIP~~

The following is a brief summary of certain consequences under current U.S. federal income tax law of certain transactions under the 2012 EIP. This summary is not intended to be complete and does not describe state, local, foreign or other tax consequences.

~~Incentive Stock Options.~~ In general, an employee will not recognize taxable income at the time an incentive stock option is granted or exercised. However, the excess of the fair market value of the common shares acquired upon exercise over the exercise price is potentially subject to the ~~alternative minimum tax. If the option is not exercised by a specified date after termination~~Delaware General Corporation Law, or DGCL. Section 10.1 of Article Third of our Charter currently provides for exculpation of directors in certain circumstances pursuant to and consistent with Section 102(b)(7) of the ~~holder's employment, the income tax treatment will be the same as~~DGCL. Effective August 1, 2022, that ~~for a non-qualified stock option, described below. Upon disposition~~provision of the ~~common shares acquired upon exercise, capital gain~~DGCL was amended to permit eliminating or capital loss will be recognized in an amount equal to the difference between the sale price and the exercise price, so long as minimum holding period requirements are satisfied. If the holding period requirements are not satisfied, the employee will recognize ordinary income upon disposition of the shares equal to the difference between the exercise price and the lesser of the fair market value of the common shares on the date the option is exercised or the amount realized in the disposition. Any remaining gain or loss is treated as a capital gain or capital loss.

~~Non-Qualified Stock Options.~~ In general, a participant will not recognize taxable income upon the grant of a stock option that does not qualify as an incentive stock option (a "non-qualified stock option"). Upon exercise, the participant will recognize ordinary income in an amount equal to the difference between the exercise price and the fair market value of the common shares acquired upon exercise. Upon disposition of the common shares, appreciation or depreciation after the date of exercise will be treated as either capital gain or capital loss.

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~~Restricted Stock Units.~~ The participant will recognize no income at the time RSUs are awarded to the participant. When shares are issued on the vesting of RSUs, the participant will recognize compensation income equal to the excess of the fair market value of the vested shares stock at that time over the amount, if any, paid by the participant for the shares. Upon disposition of shares after issuance, any gain or loss realized by a participant will be treated as capital gain or loss.

~~Restricted Stock.~~ Unless a participant makes an election under Section 83(b) of the IRC, the participant will recognize no income at the time restricted stock is awarded to the participant. When the restrictions lapse or are otherwise removed, the participant will recognize compensation income equal to the excess of the fair market value of the restricted stock at that time over the amount, if any, paid by the participant for the restricted stock. Dividends paid on restricted stock during any restriction period will, unless the participant has made an election under Section 83(b) of the IRC, constitute compensation income. Upon disposition of common shares after the restrictions lapse or are otherwise removed, any gain or loss realized by a participant will be treated as capital gain or loss. If a participant makes an election under Section 83(b) of the IRC, the participant will recognize compensation income equal to the excess of the fair market value of the common shares on the date of grant over the price paid for those common shares. Dividends paid on the stock thereafter will be treated as dividends taxable to the participant.

~~Stock Appreciation Rights and Stock Equivalents.~~ The grant of stock appreciation rights and stock equivalents will have no immediate tax consequences to the participant receiving the grant. The amount received by the participant upon the exercise of the stock appreciation rights or stock equivalent will be included in the participant's ordinary income in the taxable year in which award is exercised or vested.

~~Parachute Payment Tax.~~ The value of any accelerated vesting or exercisability of options or stock appreciation rights, or any accelerated lapse of restrictions on restricted stock or RSUs, in connection with a change in control of the Company will be taken into account in determining whether the participant is deemed to have received an "excess parachute payment" under Section 280G of the IRC. This may subject the participant to an excise tax.

~~Tax Consequences to the Company.~~ To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the participant performs services will be entitled to a corresponding tax deduction provided that, among other things, (a) the income meets the test of reasonableness, (b) is an ordinary and necessary business expense, (c) is not an "excess parachute payment" and (d) is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the IRC.

Under Section 162(m), the Company's federal income tax deductions may be limited to the extent total annual compensation in excess of $1,000,000 is paid to any of our principal executive officer and our other three most highly compensated executive officers, other than our principal financial officer. However, deductionslimiting monetary liability for certain "performance based compensation" are exempted from this limitation. The 2012 EIP has been structured with the intention to enable the Compensation Committee to make awards (including cash-based awards) that qualify as performance-based compensation, and are deductible without regard to the limitations imposed

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by Section 162(m). However, our Compensation Committee believes that our executive compensation program should be flexible, maximize our ability to recruit, retain and reward high-performing executives and promote varyingsenior corporate ~~goals. As such, nothing~~officers in ~~this proposal precludes the Committee from granting awards that do not qualify for tax deductibility under Section 162(m).~~

~~Awards Available under the 2012 Equity Incentive Plan~~

All employees and consultants of Axcelis and its subsidiaries, and all directors of Axcelis, are eligible to participate in the 2012 EIP. Participants are selected by the Compensation Committee of our Board of Directors in its discretion. The benefits or amounts that will be received in the future under the 2012 EIP by named executive officers, executive officers as a group, and all current non-employee directors or employees who are not executive officers as a group are not determinable because grants are subject to the discretion of the Compensation Committee. Our current grant practices are described in "~~Board of Directors—Compensation of Directors~~~~" and "~~~~Executive Compensation—2015 Compensation Discussion and Analysis~~."

~~The table below shows the number of RSUs and stock options awarded under the 2012 EIP through 2015. No other types of awards have been granted.~~

2012 Equity Incentive Plan Grants from inception through December 31, 2015
Name and Title or Group

Number of RSUs
Granted through 2015

Number of Options
Granted through 2015
Mary G. Puma,Chief Executive Officer and President 147,637 1,100,000
Kevin J. Brewer,Executive Vice President and Chief Financial Officer 0 825,000
William Bintz,Executive Vice President, Engineering and Marketing 37,795 850,000
John E. Aldeborgh,Executive Vice President, Global Customer Operations 0 950,000
Lynnette C. Fallon,Executive Vice President, HR/Legal and General Counsel 0 525,000

All Current Executive Officers as a Group (1)

185,432

4,625,000

All Current Non-Employee Directors as a Group

353,000

440,000

All Employees, excluding Executive Officers, as a Group

40,000

11,271,365

limited circumstances.

~~(1)~~: ~~All current executive officers includes one executive officer who is not a Named Executive Officer~~

~~The closing price of our common stock on December 31, 2015, as reported by Nasdaq, was $2.59.~~

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~~Current Equity Compensation Plan Information~~

We maintain three equity compensation plans, the 2000 Stock Plan (which was terminated as to new grants on May 1, 2012), the 2012 EIP and the Employee Stock Purchase Plan. The number of shares issuable upon exercise of outstanding options and unvested RSUs granted to employees and non-employee directors, as well as the number of shares remaining available for future issuance, under our equity compensation plans as of December 31, 2015 are summarized in the following table:

Plan category

Number of
shares to be
issued upon
exercise of
outstanding
options,
warrants and
rights (1)

Weighted average
exercise price of
outstanding options,
warrants and rights (2)

Number of shares
remaining available
for future issuance
under equity
compensation
plans (excluding
shares reflected in
column (A)) (3)

Equity compensation plans approved by stockholders 22,034,808 $ 1.78 3,259,176
Equity compensation plans not approved by stockholders 0 0 0
Total
22,034,808 3,259,176

~~(1)~~

Represents, as of December 31, 2015: (A) 7,985,889 shares issuable on exercise of outstanding options under the 2000 Stock Plan, plus (B) 13,683,419 shares issuable on exercise of outstanding options under the 2012 EIP, plus (C) 365,500 shares issuable on vesting of outstanding RSUs under the 2012 EIP (some of which will be withheld in respect of tax withholding obligations).

~~(2)~~

For the purposes of this table, the weighted average exercise price of outstanding options, warrants and rights includes RSUs as if they had a $0 exercise price. The weighted average exercise price of outstanding options alone at December 31, 2015 was $1.81.

~~(3)~~

~~Represents the total shares available for issuance under our 2012 EIP and our Employee Stock Purchase Plan, as of December 31, 2015, as follows:~~

~~(A)~~: 1,813,411 shares were available for future issuance under the 2012 EIP. Such amount represents the total number of shares reserved for issuance under the 2012 EIP (11,050,000 plus shares subject to options or restricted stock units granted under the 2000 Stock Plan that expired unexercised or were forfeited between May 2, 2012 and December 31, 2015), less the shares issuable on options and restricted stock units (counted at 1.5 shares each) outstanding under the 2012 EIP included in column (A)) and the shares issued prior to such date on exercise of options and vesting of restricted stock units granted under the 2012 Equity Incentive Plan. This plan is generally used for grants to employees and directors and was approved by our stockholders at our 2012 annual meeting. No shares are available for future issuance under the 2000 Stock Plan, which terminated on May 1, 2012.
~~(B)~~: 1,445,765 shares were available under our Employee Stock Purchase Plan, which represents the total number of shares reserved for issuance under the plan (7,500,000) less the shares issued through December 31, 2015.

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~~PROPOSAL 4: APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO IMPLEMENT A REVERSE STOCK SPLIT~~

~~The Proposal~~

Our Board of Directors has unanimously ~~adopted a resolution seeking~~approved, subject to stockholder approval, an amendment to ~~amend Axcelis'~~our Charter to update the exculpation provision as described below. If our stockholders approve the proposed amendment, subject to the discretion of our Board of Directors, we intend to file a Certificate of ~~Incorporation~~Amendment to effect a "reverse stock split" of Axcelis common stock in which every four outstanding shares would be combined into one share. This would result in no proportional change to any stockholder's ownership of Axcelis (except to the extent of any resulting fractional share, as discussed below). If the stockholders approve this amendment to our Restated Certificate of Incorporation, the Board of Directors may, in its discretion, effect the reverse stock split at any time before our 2017 annual meeting of stockholders. The Board of Directors currently believes that a reverse stock split will be desirable for the Company and its shareholders. However, notwithstanding approval of this proposal by the stockholders, the Board of Directors may determine in its discretion that a reverse stock split is not in Axcelis' best interests and may abandon it without further action by the stockholders.

~~Reasons for the Proposed Reverse Stock Split~~

We have been a public company listed on Nasdaq since 2000. We had 115,981,228 shares of common stock outstanding as of December 31, 2015. This is significantly higher than the typical semiconductor equipment company of our size and with similar revenues. Our Board of Directors believes that it is in the interest of our stockholders and Axcelis to have a number of shares outstanding that is comparable to that of other widely owned public semiconductor equipment companies in our revenue range and aggregate market cap. If Axcelis' shares outstanding were reduced by 75%, to approximately 30 million shares, our capital structure would align well to our peer companies. We expect a stock split to ultimately result in an increase in our institutional shareholder base, as well as provide finer resolution in our earnings per share. The chart below shows Axcelis' shares outstanding relative to peer companies before and after the proposed reverse split:

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The Board of Directors also believes that an additional benefit of a reverse split may be to help bring our stock price in line with that of peer companies. A higher share price may enable us to attract additional institutional investors and investment funds who do not consider purchasing Axcelis stock due to our low trading price. For example, the Board of Directors believes that some institutional investors and investment funds may be reluctant to invest, and in some cases may be prohibited from investing, in lower-priced stocks and that brokerage firms may be reluctant to recommend lower-priced stocks to their clients. The reverse stock split could increase the likelihood that the Axcelis common stock market price will stay at a level that would be viewed more favorably by potential investors. Further, brokerage commissions, as a percentage of the total transaction, tend to be higher for lower-priced stocks. As a result, certain investors may also be dissuaded from purchasing lower-priced stocks. A higher stock price after the reverse stock split may reduce this concern.

The combination of lower transaction costs and increased interest from institutional investors and investment funds can ultimately improve the trading liquidity of our common stock, which would benefit all stockholders. Reducing the number of shares outstanding would also reduce the Company's administrative costs associated with stockholder meetings.

In summary, in order to reduce the number of shares of Axcelis common stock outstanding (and thereby attempt to raise the per share price of Axcelis common stock proportionally), the Board of Directors believes that it is in the best interests of our stockholders for the Board to have the authority to implement a one-for-four reverse stock split. A reverse stock split should be an effective way to improve Axcelis' capital structure and in turn, benefit our existing shareholders.

If the stockholders approve this proposal, the reverse stock split will be effected, if at all, only upon a determination by the Board of Directors that the reverse stock split at a one-for-four ratio is in the best interests of the stockholders at that time. No further action on the part of stockholders will be required to either implement or abandon the reverse stock split. If the Board of Directors does not implement the reverse stock split before our 2017 annual meeting, the authority granted in this proposal will terminate.

~~Background of Shares Outstanding~~

A significant majority (84%) of our current shares outstanding were issued in our initial public offering ("IPO") in 2000 (17.05 million shares) and in the stock dividend by our former parent, Eaton Corporation, in a spin-off of the Company to Eaton shareholders at year end 2000 (80 million shares). The remaining approximately 19 million shares outstanding have been issued since 2000 under our equity award plans (approximately 13 million shares) and our employee stock purchase plan (approximately 6 million shares). The shares issued under our equity award plans over the 15.5 years since our IPO are 11% of the shares outstanding at December 31, 2015, representing dilution of 0.7% per year over that period. The Company has not issued stock in a public or private equity financing since the IPO.

~~Principal Effects of the Proposed Reverse Stock Split~~

~~If approved and effected, the reverse stock split would be effected simultaneously for all outstanding Axcelis common stock. The reverse stock split would affect all of Axcelis' stockholders~~

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uniformly and will not affect any stockholder's percentage ownership interest or proportionate voting power in Axcelis, except to the extent that the reverse stock split would otherwise result in any of Axcelis' stockholders owning a fractional share. No fractional shares would be issued as a result of the reverse stock split. As described below, stockholders otherwise entitled to fractional shares as a result of the reverse stock split will be entitled to cash payments in lieu of such fractional shares. Such cash payments will also reduce the number of post-reverse stock split stockholders to the extent there are current stockholders who would otherwise receive less than one share of Axcelis common stock after the reverse stock split.

~~The principal effects of the reverse stock split will be that:~~

•: the number of shares of Axcelis common stock issued and outstanding will be reduced from approximately 116 million shares (as of December 31, 2015) to approximately 29 million shares (such number is contingent upon the number of shares outstanding at the time of the reverse split);
•: proportionate adjustments will be made to the per-share exercise price and the number of shares issuable upon the exercise of all outstanding options entitling the holders to purchase shares of Axcelis common stock, which will result in approximately the same aggregate price being required to be paid for such options upon exercise as was required immediately before the reverse stock split;
•: proportionate adjustments will be made to the number of shares issuable upon vesting of outstanding restricted stock units for shares of Axcelis common stock; the number of shares reserved for issuance under the 2012 Equity Incentive Plan and the Employee Stock Purchase Plan would also be reduced proportionately; and
•: the number of authorized and unissued shares that the Board of Directors may issue in the future without further stockholder action will increase in an amount equal to the decrease in the shares outstanding in the reverse split.

~~Certain Risks Associated with the Reverse Stock Split~~

There can be no assurance that, following the reverse stock split, the market price of Axcelis common stock will increase in proportion to the reduction in the number of shares of Axcelis common stock issued and outstanding before the proposed reverse stock split. The total market capitalization of Axcelis common stock after the proposed reverse stock split may be lower than the total market capitalization before the proposed reverse stock split for reasons unrelated to the reverse stock split. For example, based on the closing market price of Axcelis common stock on March 11, 2016 of $ per share, if the Board of Directors decided to implement the reverse stock split, there can be no assurance that the post-split market price of Axcelis common stock would be $ per share or greater.

In addition, the reverse stock split will likely increase the number of stockholders who own odd lots (fewer than 100 shares). Stockholders who hold odd lots may experience an increase in the cost of selling their shares and may have greater difficulty in executing sales. Axcelis is considering the implementation of an odd lot program after the reverse split to assist these stockholder in selling their shares.

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~~The increased proportion of authorized and unissued shares to outstanding shares following the reverse split could, in certain circumstances, have an anti-takeover effect. See "~~~~No Effect on Authorized Shares."~~ For example, it would permit issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board of Directors or contemplating a tender offer or other transaction for the combination of Axcelis with another company. However, the reverse stock split proposal is not being proposed in response to any effortform of which ~~we are aware~~is attached to ~~accumulate shares of Axcelis' common stock or obtain control of Axcelis, nor is it part of a plan by management to recommend to~~this Proxy Statement as Appendix A, adding the Board of Directors and stockholders a series of amendments to our Certificate of Incorporation to address takeover concerns. Other than the reverse stock split proposal, the Board of Directors does not currently contemplate recommending the adoption of any other amendments to our Certificate of Incorporation that could be construed to affect the ability of third parties to take over or change the control of Axcelis.

~~Effect on Stockholders with Post-Reverse Stock Split Fractional Shares~~

Axcelis stockholders will not receive fractional shares in connection with the reverse stock split. Instead, our exchange agent or a designated broker will aggregate all fractional shares and sell them as soon as practicable after the effective date at the then prevailing prices on the open market, on behalf of those holders who would otherwise be entitled to receive a fractional share. We expect that this sale would be conducted in an orderly fashion at a reasonable pace and that it may take several days to sell all of the aggregated fractional shares of common stock. After those sales are completed, each stockholder entitled thereto will receive from the exchange agent or designated broker a cash payment in an amount equal to the stockholder's pro rata share of the total net proceeds of the sales. No transaction costs will be assessed on this sale. These cash proceeds will be subject to federal income tax, and other state and local income tax, as discussednew language below ~~under "~~~~Material Federal Income Tax Consequences of the Reverse Stock Split~~~~." No interest will be paid for the period of time between the effective date of the reverse stock split and the date of payment for the cashed-out shares.~~

Effective upon the reverse stock split, a stockholder will have no further equity interest in a fractional share to be cashed-out. This means that a person otherwise entitled to a fractional interest will not have any voting, dividend or other rights with respect to such fractional interest, except to receive payment as described above.

If you believe that you may not hold sufficient shares of Axcelis common stock at the effective time of the reverse stock split to receive at least one share in the reverse stock split and you want to continue to hold Axcelis common stock after the split, you may do so by either:

•: ~~purchasing a sufficient number of shares of Axcelis common stock; or~~
•: ~~if you have shares of Axcelis common stock in more than one account, consolidating your accounts,~~

so that in each case you hold a number of shares of Axcelis common stock in your account prior to the reverse stock split that would entitle you to receive at least one share of Axcelis common stock on a post-reverse stock split basis. Shares of common stock held in registered form (that is, stock held by you in your own name in Axcelis' stock register records maintained by our transfer

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agent) and stock held in "street name" (that is, stock held by you through a bank, broker or other nominee) for the same investor will be considered held in separate accounts and will not be aggregated when effecting the reverse stock split.

You should be aware that, under the escheat laws of the various jurisdictions where you reside, where Axcelis is domiciled, and where the funds will be deposited, sums due for fractional interests that are not timely claimed after the effective time may be required to be paid to the designated agent for each such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds may have to seek to obtain them directly from the state to which they were paid.

~~No Effect on Authorized Shares~~

Although the reverse stock split will affect all issued and outstanding shares of Axcelis common stock and outstanding rights to acquire Axcelis common stock, the total number of authorized shares will not change on the effectiveness of the reverse split. As of December 31, 2015, we had 300 million authorized shares of common stock (of which 115,981,228 shares were issued and outstanding) and 30 million authorized shares of preferred stock (none of which are currently outstanding). This means that the number of shares of Axcelis common stock that are authorized, but not outstanding, will increase from approximately 184 million shares to approximately 271 million shares (an increase of 87 million shares) due to the reduction in the number of shares of Axcelis common stock outstanding. Accordingly, the number of shares outstanding as a percentage of the authorized shares will decrease from approximately 38% to 10%. Authorized but unissued shares are available for issuance by the Board of Directors, and we may issue such shares in the future. If we issue additional shares, the ownership interest of holders of Axcelis common stock will be diluted.

~~Procedure for Effecting Reverse Stock Split~~

~~If the stockholders approve this proposal and the Board of Directors decides to implement the reverse stock split at any time before our 2017 annual meeting, we will file a certificate of amendment~~ with the Secretary of State of the State of Delaware to amend Axcelis' current Certificate of Incorporation. The reverse stock split will become effective as provided in the certificate of amendment, which is referred to as the "effective date." Beginning on the effective date, each account with pre-reverse stock split shares will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares (less any fractional shares, as described above).

~~Effect of Reverse Split on Different Type of Stockholders~~

Individuals or firms may hold Axcelis common stock either (A) directly through our transfer agent, Computershare, as a "record" or "registered" stockholder, or (B) in "street name" (i.e. through an intermediary bank or brokerage house). This section discusses the impact of a reverse split on these different types of stockholders. A single individual or firm may be both a record/registered holder and a street name holder. If you have a question on your stockholdings, please contact our transfer agent, Computershare, using the contact information on the inside back cover of our annual report.

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~~Record/Registered Stockholders.~~ We amended our Bylaws in 2007 to provide that registered stockholders may have stock certificates representing their holdings or may just have their ownership recorded on the Company's records as a "book-entry." Book-entry stockholders will not have stock certificates evidencing their ownership of Axcelis common stock. They are, however, provided with a statement reflecting the number of shares of Axcelis common stock registered in their accounts. Our Bylaws provide that Axcelis is entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes until the shares have been transferred with our transfer agent.

~~Book Entry Stockholders.~~ If you hold registered shares of Axcelis common stock in a book-entry form, you do not need to take any action to receive your post-reverse stock split shares of Axcelis common stock in registered book-entry form or your cash payment in lieu of any fractional interest, if applicable. If you are entitled to post-reverse stock split shares of Axcelis common stock, a transaction statement will automatically be sent to your address of record as soon as practicable after the ~~effective time~~Annual Meeting.

Overview of the ~~reverse stock split indicating~~Proposed Amendment

Consistent with Delaware law, the ~~number~~proposed amendment to our Charter relating to officers is more limited in scope than the existing director exculpation provision and only permits exculpation of ~~shares of Axcelis common stock you hold. If you are entitled~~officers for certain direct claims. Further, the proposed amendment does not permit officers to ~~a payment~~be exculpated for liability arising out of:

•

claims brought by the Company itself;

•

claims brought by stockholders in lieu of any fractional interest, a check will be mailed to you at your registered address as soon as practicable after the effective time of the reverse stock split. By signing and cashing this check, you will warrant that you owned the shares of Axcelis common stock for which you received a cash payment. See "~~Effect on Stockholders with Post-Reverse Stock Split Fractional Shares~~~~" above for additional information.~~

~~Holders of Stock Certificates.~~ Some registered stockholders hold their shares of Axcelis common stock in certificate form or a combination of certificate and book-entry form. If any of your shares of Axcelis common stock are held in certificate form, you will receive a transmittal letter from the Company's transfer agent as soon as practicable after the effective time of the reverse stock split. The transmittal letter will be accompanied by instructions specifying how you can exchange your certificate representing the pre-reverse stock split shares of Axcelis common stock for a statement of holding, together with any payment of cash in lieu of fractional shares to which you are entitled. When you submit your certificate representing the pre-reverse stock split shares of Axcelis common stock, your post-reverse stock split shares of Axcelis common stock will be held electronically in book-entry form. This means that, instead of receiving a new stock certificate, you will receive a statement of holding that indicates the number of post-reverse stock split shares of Axcelis common stock you own in book-entry form. Axcelis will no longer issue physical stock certificates unless you make a specific request for a share certificate representing your post-reverse stock split ownership interest. Transactions involving share certificates may incur additional charges.

Beginning on the effective time of the reverse stock split, each certificate representing pre-reverse stock split shares will be deemed for all corporate purposes to evidence ownership of post-reverse stock split shares. If you are entitled to a payment in lieu of any fractional share interest, payment will be made as described above under "~~Effect on Stockholders with Post-Reverse Stock Split Fractional Shares~~~~." STOCKHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.~~

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~~"Street Name" Stockholders.~~ ~~The shares of Axcelis common stock beneficially owned by "street name"~~s~~tockholders (that is, held through a bank, broker or other nominee) are aggregated into a single record account with our transfer agent, under~~ the name of ~~Cede & Co. This account~~the Company (derivative claims);

•

breaches of the duty of loyalty to the Company or its stockholders;

•

acts or omissions not in good faith;

•

acts or omissions that involve intentional misconduct;

•

acts or omissions that involve a knowing violation of law; or

•

any transaction in which the officer derived an improper personal benefit.

In accordance with the recent amendment to Delaware law, the officers who will be ~~subject~~covered by the expanded exculpation provision include any officer who is or was the president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer, or chief accounting officer of the corporation; any officer who is or was identified in the Company’s public filings with the SEC as one of the most highly compensated executive officers; and any officers who consent to being identified as an officer for purposes of service of process, at any time during the ~~same one-for-four reverse split as all other record accounts, and if a fractional share results, it will~~course of conduct alleged in the action or proceeding to be ~~handled as discussed~~wrongful.

Rationale for the Proposed Amendment

The State of Delaware, which is our state of incorporation, recently enacted legislation that authorizes Delaware corporations to limit the liability of certain of their officers in the limited circumstances described above. Banks, brokers or other nominees will be instructed to effect the reverse stock split for their beneficial holders holding shares of Axcelis common stock in "street name." These banks, brokers or other nominees may apply their own specific procedures for processing the reverse stock split. If you hold your shares of Axcelis common stock with a bank, broker or other nominee, and if you have any questions in this regard, we encourage you to contact your nominee.

~~Accounting Consequences~~

~~The par value per share of Axcelis common stock will remain unchanged at $0.001 per share after the reverse stock split.~~ As a result of this development, we propose expanding our existing director exculpation provision to cover officers to the extent now permitted by Delaware law.

The rationale of our Board of Directors for recommending this amendment is to balance stockholders’ interest in accountability with their interest in the Company’s ability to attract and retain the highest quality officers and avoiding litigation abuse resulting from the current disparity

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that exists in the treatment of directors, who oversee and are ultimately accountable for corporate actions, and the officers who execute those actions on behalf of our Board of Directors.

Our Board of Directors considered that the role of directors and officers requires them to make decisions on crucial matters in response to time-sensitive opportunities and challenges, which can create substantial risk of investigations, claims, actions, suits, or proceedings seeking to impose liability on the ~~effective time~~basis of hindsight, especially in the current litigious environment and regardless of the ~~reverse stock split,~~absence of any underlying merit. This amendment will better align the ~~stated capital~~protections available to our officers with those currently available to our directors and avoid an emerging practice among plaintiff’s lawyers of adding officers to direct claims relating to the duty of care in mergers and acquisition-related and other litigation so that claims against the officers continue even when identical claims against directors are dismissed. Our Board of Directors believes that limiting concern about personal liability will empower officers to best exercise their business judgment in furtherance of stockholder interests without the distraction of potentially being subject to claims following actions taken in good faith.

In addition, we expect other companies with which we compete for employees to adopt exculpation clauses that limit the personal liability of officers as now permitted by the DGCL. Our Board of Directors believes that failing to adopt the proposed amendment will impact recruitment and retention of exceptional officer candidates who conclude that the potential exposure to liabilities, costs of defense and other risks of proceedings exceeds the benefits of serving as an officer of the Company as compared to serving as an officer at another company that does exculpate officers.

Further, our Board of Directors noted that the proposed provision would not eliminate stockholders’ right to pursue derivative claims relating to alleged breaches of the duty of care or limit the ability of the Company itself to bring claims against officers. Therefore, considering the narrow class and type of claims for which officers’ liability would be exculpated, our Board of Directors believes the proposed amendment would enhance the ability to attract and retain talented officers, potentially reduce litigation costs associated with frivolous lawsuits, and more generally align the protections available to our officers with those currently available to our directors.

Based on the ~~Company's balance sheet attributable~~above, our Board of Directors has determined that it is in the best interests of the Company and our stockholders to ~~Axcelis common stock will be reduced by 75%~~amend the Charter as described in this proposal.

Text of ~~its amount immediately prior~~Proposed Amendment

Accordingly, we ask our stockholders to approve an amendment to the ~~reverse split,~~Company’s Amended and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. After the reverse stock split, net income or loss per share and other per share amounts will be increased because there will be fewer shares of Axcelis common stock outstanding. In future financial statements, net income or loss per share and other per share amounts for periods ending before the reverse stock split will be recast to give retroactive effect to the reverse stock split. As described above under "~~Principal Effects of the Proposed Reverse Stock Split~~," the per share exercise price of outstanding option awards will increase proportionately, and the number of shares of Axcelis common stock issuable upon the exercise of outstanding options and upon the vesting of unvested restricted stock unit awards would decrease proportionately, in each case based on the one-for-four reverse stock ratio. The Company does not anticipate that any other accounting consequences would arise as a result of the reverse stock split.

~~No Appraisal Rights~~

~~Stockholders will not have dissenters' or appraisal rights under Delaware corporate law or under the Company's~~Restated Certificate of Incorporation ~~in connection~~to replace the existing Section 10.1 of Article Third with the ~~proposed reverse stock split.~~

~~Material Federal Income Tax Consequences~~following (which is marked to show changes from the current director exculpation provision):

“The personal liability of the ~~Reverse Stock Split~~

~~The following is a summary~~directors and officers of the ~~material U.S. federal income tax consequences~~Corporation is hereby eliminated to the fullest extent permitted by Section 102(b)(7) of the ~~reverse stock split~~DGCL, as the same may be amended and supplemented. Without limiting the generality of the foregoing, no director or officer shall be personally liable to ~~U.S. holders (as defined below)~~the Corporation (in the case of ~~pre-reverse stock split shares~~directors) or any of ~~Axcelis common stock. This summary is based~~its stockholders (in the case of directors and officers) for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) (in the case of directors) pursuant to Section 174 of the DGCL, or (iv) for any transaction from which the director or officer derived an improper personal benefit. No amendment to, repeal of or elimination of this provision shall apply to or have any effect on the ~~Internal Revenue Code~~liability or alleged liability of ~~1986, as amended (the "IRC"), the U.S. Treasury regulations promulgated thereunder, and interpretations~~any director or officer of the ~~IRC and the U.S. Treasury Regulations by the courts and the Internal Revenue Service (the "IRS"), in effect as of the date hereof, all of which are subject to change, possibly with retroactive effect~~Corporation for or differing interpretations. Any change in such authorities or interpretations could affect the continuing validity of this discussion. Axcelis has not sought and will not seek an opinion of counsel or a ruling from the IRS regarding the federal income tax consequences of the reverse stock split to Axcelis or Axcelis stockholders. This discussion should not be considered as tax or

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~~investment advice, and the tax consequences of the reverse stock split may not be the same for all shareholders.~~

This summary does not discuss all the tax considerations that may be relevant to Axcelis stockholders in light of their particular circumstances, nor does it address the tax consequences to Axcelis stockholders that are subject to special tax rules (including, for example, banks, financial institutions, insurance companies, regulated investment companies, mutual funds, personal holding companies, holders other than U.S. holders (as defined below), pass thru-entities such as partnerships and investors in such entities, brokers or dealers and tax-exempt organizations, holders who have a functional currency other than the U.S. dollar, holders who hold their shares as a hedge or as part of a hedging, straddle, conversion, synthetic security, integrated investment or other risk-reduction transaction, holders who are subject to alternative minimum tax or holders who acquired their shares upon the exercise of employee stock options or otherwise as compensation). In addition, this summary does not address the U.S. federal income tax consequences to those Axcelis stockholders who do not hold their Axcelis common stock as a "capital asset," as defined in Section 1221 of the IRC. Finally, this summary does not address any U.S. federal taxes other than U.S. federal income tax, and does not discuss any state, local or foreign tax consequences. If a partnership or other entity classified as a partnership for U.S. federal income tax purposes holds shares of Axcelis common stock, the tax treatment of a partner thereof will generally depend upon the status of the partner and upon the activities of the partnership. If you are a partner in a partnership holding shares of Axcelis common stock, you should consult your tax advisor regarding the tax consequences of the reverse stock split.~~AXCELIS STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT~~.

~~As used herein, the term "U.S. holder" means a holder that is, for U.S. federal income tax purposes:~~

•: ~~a citizen or resident of the United States;~~
•: ~~a corporation or other entity taxed as a corporation created or organized in or under the laws of the United States or any political subdivision thereof;~~
•: ~~an estate the income of which is subject to U.S. federal income tax regardless of~~ its ~~source; or~~
•: a trust (A) if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more "U.S. persons" (as defined in the IRC) have the authority to control all substantial decisions of the trust or (B) that has a valid election in effect to be treated as a U.S. person.

We believe that the reverse stock split will constitute a reorganization under Section 368(a)(1)(E) of the IRC. Accordingly, Axcelis should not recognize taxable income, gain or loss in connection with the reverse stock split. In addition, the reverse stock split should not affect Axcelis' ability to utilize net operating loss carryforwards.

~~Other than the cash payments for fractional shares discussed below, no gain or loss should be recognized by a U.S. holder upon the exchange of pre-reverse stock split shares of Axcelis~~

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common stock for post-reverse stock split shares of Axcelis common stock. The aggregate tax basis of the post-reverse stock split shares of Axcelis common stock will be the same as the aggregate tax basis of the pre-reverse stock split shares of Axcelis common stock exchanged in the reverse stock split, reduced by any amount allocable to a fractional share for which cash is received. A U.S. holder's holding period in the post-reverse stock split shares of Axcelis common stock will include the period during which the U.S. holder held the pre-reverse stock split shares of Axcelis common stock exchanged in the reverse stock split.

In general, the receipt of cash by a U.S. holder instead of a fractional share will result in a taxable gain or loss to such U.S. holder for U.S. federal income tax purposes. The amount of the taxable gain or loss to the U.S. holder will be determined based upon the difference between the amount of cash received by such U.S. holder and the portion of the basis of the pre-reverse stock split shares of Axcelis common stock allocable to such fractional interest. The gain or loss recognized will constitute capital gain or loss and will constitute long-term capital gain or loss if the U.S. holder's holding period is greater than one year as of the effective time of the reverse stock split. There are limitations on the deductibility of capital losses under the IRC. Recipients of cash payments for fractional shares will receive a Form 1099-Bapplication with respect to any acts or omissions of such ~~payment~~director or officer occurring prior to such amendment, repeal or elimination. If the DGCL is amended to permit further elimination or limitation of the personal liability of directors or officers, then the liability

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of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended.”

The foregoing description of and excerpts from the ~~Company's exchange agent for~~proposed amendment are a summary and are qualified by the ~~reverse split.~~

~~U.S. holders~~full text of ~~pre-reverse stock split shares of Axcelis common stock comprised of different lots of shares with different tax bases should consult their own tax advisors to determine~~ the ~~appropriate basis allocation to their post-reverse stock split shares, including fractional shares in lieu of which they receive cash.~~

~~Each stockholder who is to receive cash in lieu of fractional shares~~proposed amendment as set forth in the ~~reverse stock split will be required~~form of Certificate of Amendment attached to ~~furnish the stockholder's social security number or taxpayer identification number. Failure to provide~~ this ~~information may result in backup withholding.~~

THE FOREGOING IS A SUMMARY OF THE MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT UNDER CURRENT LAW AND IS FOR GENERAL INFORMATION ONLY. THE FOREGOING DOES NOT PURPORT TO ADDRESS ALL U.S. FEDERAL INCOME TAX CONSEQUENCES OR TAX CONSEQUENCES THAT MAY ARISE UNDER THE TAX LAWS OF OTHER JURISDICTIONS OR THAT MAY ARISE UNDER THE TAX LAWS OF OTHER JURISDICTIONS OR THAT MAY APPLY TO PARTICULAR CATEGORIES OF STOCKHOLDERS. EACH AXCELIS STOCKHOLDER SHOULD CONSULT ITS OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO SUCH STOCKHOLDER, INCLUDING THE APPLICATION OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS, AND THE EFFECT OF POSSIBLE CHANGES IN TAX LAWS THAT MAY AFFECT THE TAX CONSEQUENCES DESCRIBED ABOVE.

~~Recommendation of the Board~~

Proxy Statement as Appendix A.

The Board of Directors recommends voting “FOR” Proposal No. 3 to approve an amendment to our Charter to reflect new Delaware law provisions regarding officer exculpation.

Any properly submitted proxy will be voted in favor of the approval of the amendment to our Charter unless a ~~vote FOR~~contrary specification is made in the ~~proposal~~proxy. Only votes cast at the annual meeting will be counted. Abstentions and broker non-votes will not count as votes cast with respect to ~~amend Axcelis' Certificate of Incorporation to effect a reverse stock split at a one-for-four ratio, subject~~this proposal. Accordingly, abstentions and broker non-votes will reduce the percentage in favor to the ~~Board's authority to abandon such amendment.~~

same degree as a negative vote.

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PROPOSAL 5:4: ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

This proposal, commonly known as ~~"Say-on-Pay,"~~“Say-on-Pay,” asks the stockholders to approve the 2023 compensation of the ~~Company's~~Company’s named executive officers as described under ~~"Executive Compensation"~~“Executive Compensation” below in this proxy statement (referred to herein as ~~"NEOs"~~“NEOs”).

The ~~Company's~~Company’s overall compensation goal is to drive ~~shareholder~~stockholder value by (i) retaining executive talent ~~by offering base~~through pay ~~that is~~opportunities commensurate with pay at other companies of a similar size in the same or similar industries, as adjusted for individual factors, and (ii) driving achievement of long-term and annual strategic goals ~~with pay~~through payouts tied to performance. Details of the ~~2015~~2023 compensation provided to the NEOs may be found in the "“Executive Compensation—~~2015~~2023 Compensation Discussion and ~~Analysis"~~Analysis” and the accompanying tables in this proxy statement. Key ~~factors impacting~~features of NEO compensation in ~~2015~~2023 were:

•

2023 Target Pay was a Balanced Mix of Base and Short- and Long-Term Incentive Pay with a Strong Emphasis on ~~Performance-Based~~Performance-based Awards. In ~~2015,~~2023, the NEOs received base pay, a target ~~base,~~ annual cash incentive, and RSU equity ~~grant~~ compensation, that aligned well with elements of peer executive compensation targets. ~~In 2015,~~Combining the ~~at-risk compensation equaled 64%~~annual cash incentive with the grant date value of performance based restricted stock units (“PRSUs”), 49% of the ~~2015~~total 2023 target compensation of Russell J. Low, our CEO at year end 2023, was subject to achievement of specific performance goals. Such performance based compensation was 77% of the total 2023 target compensation for Mary G. Puma, our CEO at the start of 2023. For the non-CEO NEOs, an average of 37% of their 2023 total target compensation (using a full year salary for Mr. Coogan and Mr. Blumenstock rather than actual 2023 base pay received) was similarly performance-based. In 2023: (i) Dr. Low, Ms. Fallon and Dr. Redinbo received 50% of their equity compensation as PRSUs and the other half as service vesting RSUs; (ii) Ms. Puma and Mr. Brewer received only PRSUs as equity compensation in 2023, given their retirement plans; and (iii) Mr. Coogan and Mr. Blumenstock received only service vesting RSUs, given their mid-year on-boarding.

•

2023 Realized Cash Incentive Compensation was Above Target. In line with the financial performance of the ~~Company's chief executive officer (Mary G. Puma) and 59% (on average) of~~Company in 2023, the ~~other NEOs' 2015 total target compensation.~~

•

~~Realized/Realizable Pay Below Target.~~ ~~The NEOS realized/realizable pay as of~~annual cash incentive compensation realized by the ~~end of 2015 was below the target pay established for the year. The payout~~NEOs under the ~~2015~~2023 Axcelis Management Incentive Plan equaled the executive’s target multiplied by a plan score of 112.55%. This score resulted from the achievement of 2023 revenues and profitability above the Company’s profit plan, while gross margin was ~~at 71.7%~~below plan. See “Executive Compensation—Summary of Axcelis 2023 Executive Compensation—2023 Business Environment” below.

•

2023 Performance-based Equity Awards were Earned Above Target. The 2023 PRSUs were subject to the achievement of up to ten 2023 key operational goals, each weighted 15%. Management achieved nine of the ten goals relating to these 2023 PRSUs, and accordingly, the NEOs with PRSUs have earned 135% of the target ~~based~~number of shares. Except for Ms. Puma and Mr. Brewer, half of the shares earned on the ~~Company's revenue~~2023 PRSUs vested in February 2024 and ~~operating profit performance against targets. Using~~ the ~~intrinsic value~~remaining half will vest in February 2025, subject to continuation of employment. In the case of Ms. Puma and Mr. Brewer, all of their earned 2023 PRSUs vested in February 2024.

•

2023 Realized Total Compensation was Above Target. As a result of the ~~options at December 31, 2015 and~~payout on the ~~2015~~2023 Axcelis Management Incentive Plan ~~score,~~and the achievement on the 2023 PRSUs, Dr. Low received 115% of his target pay for 2023, and Ms. Puma received ~~2015 compensation equal to 61.9%~~122% of her ~~total~~ target ~~compensation and~~pay for 2023. On average, the ~~other~~non-CEO NEOs ~~on average,~~ received ~~2015 compensation equal to 59.1%~~109% of their ~~total~~ target~~compensation~~.~~See~~ "~~Executive Compensation—2015~~ pay for 2023. These percentages are calculated using the 2023 equity award values approved by the Compensation ~~Discussion~~Committee and ~~Analysis—Executive Summary of Axcelis 2015 Executive Compensation."~~

assume all RSUs vest over the remaining service periods.

The vote solicited by this proposal, which is required by Section 14A of the Securities Exchange Act of 1934, is advisory and its outcome will not be binding on the Board nor require the Board to

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take any action. Moreover, the outcome of the vote will not be construed as overruling any decision of the Board or creating or implying any additional fiduciary duty of the Board. However, the Board intends to ~~take into account~~consider the outcome of this vote when considering future compensation arrangements for the ~~Company's named executive officers.~~Company’s NEOs. We ~~will~~expect to hold such a vote at the annual meeting each year.

The proposal will be considered approved at the annual meeting if more votes are cast in favor than against. Abstentions and broker non-votes will not count as votes cast for or against this proposal.

The Board of Directors recommends a vote FOR approval of the 2023 compensation of the ~~Company's~~Company’s named executive officers.

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EXECUTIVE COMPENSATION

~~2015~~

2023 Compensation Discussion and Analysis

This ~~2015~~2023 Compensation Discussion and Analysis is intended to provide a context for the disclosures contained in this proxy statement with respect to the compensation paid to the ~~Company's~~Company’s current principal executive officer (Russell J. Low), current principal financial officer (James G. Coogan), former principal executive officer (Mary G. Puma), former principal financial officer (Kevin J. Brewer), and the three most highly compensated other executive officers serving ~~as executive officers~~ at December 31, ~~2015~~2023, who are included in the“Executive Compensation—2023 Summary Compensation Table” below. These executive officers are referred to herein as ~~"named~~“named executive ~~officers"~~officers” or ~~"NEOs."~~“NEOs.” Specifically, this Compensation Discussion and Analysis will explain the objectives and material elements of the compensation of the NEOs during ~~2015.~~

2023. In this Compensation Discussion and Analysis, the Compensation Committee of the Board of Directors is sometimes referred to as the “Committee.”

Executive Summary of Axcelis ~~2015~~2023 Executive Compensation

~~2015~~

2023 Business Environment.

~~During 2015,~~

Axcelis ~~made significant progress towards our long term strategic goal of regaining a position of market share leadership~~designs, manufactures and services ion implantation and other processing equipment used in the ~~ion implant~~fabrication of semiconductor ~~equipment market. We introduced the lastest member of our new~~chips. Our Purion platform family of ion implanters are, we believe, the ~~Purion H,~~most innovative implanters available on the market today. We sell to leading semiconductor chip manufacturers worldwide. In addition to equipment, we provide extensive aftermarket lifecycle products and services through our Customer Solutions and Innovation team, which sells spare parts, equipment upgrades, maintenance services, used tools, and customer training.

Following on a strong year in 2022, Axcelis had remarkable additional growth in 2023. Our key messages to investors following this performance were:

•

Axcelis delivered record revenue of $1.13 billion in 2023, and record earnings per share of $7.43 for the full year.

•

This 23% revenue growth over 2022, despite a significant industry downturn, was enabled by the mature process technology segment, which represented 88% of the value of our 2023 system shipments.

•

Axcelis is considered a technology leader and supplier of choice in the ~~fourth quarter of 2014. In 2015, all three Purion system types, the Purion H, Purion M and Purion XE, were running in production at customer sites. Two of these customers are realizing the benefits~~implant-intensive power device segment, which accounted for 59% of the ~~"Full Power~~value of ~~Purion,"~~our 2023 system shipments.

•

For 2024, Axcelis expects a similar revenue profile in terms of segment mix and total revenue, with revenue weighted to the second half of the year, driven by ~~using all three Purion system types~~an expected recovery in ~~production.~~

~~Purion H, which addresses~~ the ~~largest market for ion implanters,~~general mature segment and the ~~high current market, is~~early stages of a DRAM recovery. We believe this will position the ~~fastest growing new product~~company well to achieve our $1.3B revenue target in Axcelis' history. Four customers are running the Purion H in production for memory and foundry applications. The Company's industry leading Purion XE is winning both memory and non-memory applications, such as image sensors and power devices, at both 200mm and 300mm. Purion penetrations are driving significant market share gains, and we expect that our 2015 market share will be reported by market analysts at between 17% to 20%. Our 2015 revenues increased by almost 50% from 2014 to $301.5 million, and our 2015 net income was $14.7 million in comparison to a net loss of $11.3 million in 2014. Despite our improving performance, we are working hard to ensure that manufacturing and operating expense levels remain well aligned to business conditions.

~~2015~~2025.

2023 Say-on-Pay Vote

At our ~~2015~~2023 annual meeting, approximately ~~98%~~97.2% of votes cast were in favor ~~of our~~in the advisory vote on 2022 executive compensation (commonly referred to as ~~"Say-on-Pay"~~“Say-on-Pay”). ~~This was a significant improvement from~~The Compensation Committee of our Board of Directors considered that the ~~80% shareholder support expressed in 2014, and a return to the levels~~results of the ~~prior three years, which were all over 90% in favor. Both Glass Lewis and ISS had recommended in favor~~2023 Say-on-Pay vote validated our general approach to executive compensation. The overall structure of our ~~2015 Say-on-Pay vote.~~

Our 2015 compensation structure was the same as in 2014, with executive officers receiving base pay aligned to market peers and survey benchmarks and performance compensation consisting of an annual cash incentive tied to financial metrics and equity grants in the form of stock options which deliver value based on stock price appreciation. This structure

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~~and the compensation levels were reviewed in November 2015 by Pearl Meyer, which firm reported that our executive pay is well aligned with peers and with our performance.~~

~~Key Features of 2015 Executive Compensation~~

•: ~~Balanced Mix of Base and Short- and Long-Term Incentive Pay with a Strong Emphasis on Performance-Based Awards.~~ ~~In 2015, the NEOs received target base, annual incentive and equity grant compensation that aligned well with elements of peer~~2023 executive compensation ~~targets. In 2015, the at-risk compensation comprised 64%~~was unchanged from that in 2022.

2023 Executive Target Compensation Balanced Service and Performance-based Components.

•

Base salary represented 13% of the ~~2015~~2023 total target compensation of the ~~Company's Chief Executive Officer (Mary G.~~Company’s chief executive officer serving at the end of 2023 (Russell J. Low) and an average of 30% 2023 total target compensation of the non-CEO NEOs.

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•

In 2023, Dr. Low’s target cash incentive compensation represented 25% of his total target compensation and his equity compensation was equally divided between service vesting RSUs and PRSUs. Cash and equity performance-based compensation totaled 49% of Dr. Low’s total target compensation in 2023. For the non-CEO NEOs, on average, performance-based cash and equity components represented 37% of their total 2023 target compensation.

•

Each NEO in office in May 2023 (other than Mr. Brewer and Ms. Puma) received two 2023 RSU grants having equal value at grant: one with four year service vesting and ~~59% (on average)~~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 75% of total target compensation for Dr. Low and 50% of the 2023 total target compensation, on average, of the other ~~NEOs' 2015~~NEOs (excluding Ms. Puma). Mr. Blumenstock and Mr. Coogan, who joined the Company in June and September 2023, respectively, received only service vesting RSUs in 2023.

•

In light of the retirement plans for Ms. Puma and Mr. Brewer, they did not receive any service vesting RSUs in 2023, and each received a PRSU having a value equal to approximately half of market median for their roles. The PRSUs granted to Ms. Puma and Mr. Brewer used the same operational performance goals as in the PRSUs granted to the other NEOs, but provided that the grants, to the extent earned, would vest in full in February 2024. Using the values approved by the Compensation Committee, these PRSU grants represented 53% of total target ~~compensation.~~

•

~~Realized/Realizable Pay Below Target.~~ ~~In 2015, the NEOS realized/realizable pay as~~compensation for Ms. Puma and 34% of the ~~end of 2015~~2023 total target compensation for Mr. Brewer.

•

The Compensation Committee approved a retirement arrangement for Ms. Puma in 2023, covering her service as Executive Chairperson from May 2023 to May 2024, and a period thereafter until July 2025, during which she will serve as an Executive Advisor to the Company. This arrangement was ~~below the target pay established for the year. The payout under the 2015 Axcelis Management Incentive Plan was at 71.7% of target, based on the Company's revenue~~documented in an Amended and operating profit performance against targets. The intrinsic value of the 2015 NEO options at December 31, 2015 was zero, since the exercise price of such options ($3.01) exceeded the closing market price of the common stock ($2.59). The value of the 2015 options will continue to change over their 7 year term,Restated Employment Agreement signed in February 2023 and the actual amount received by the NEO on the sale of the shares acquired on exercise will depend on the number of shares that vest and the market value of the Company's common stock at the time the NEO disposes of such shares. However, using the intrinsic value of the options at December 31, 2015 and the 2015 Axcelis Management Incentive Plan score,described below. Under this Agreement, Ms. Puma received ~~2015 compensation equal to 61.9%~~a base pay for 2023 that equaled 23% of her total target compensation and cash and equity performance compensation that equaled 77% of her total 2023 target compensation. See below in this 2023 Compensation Discussion and Analysis, the discussion under “Employment and Change of Control Agreements—Amended and Restated Employment Agreement with Ms. Puma.”

The 2023 target compensation elements for Dr. Low and the average for the other NEOs ~~on average, received 2015 compensation equal to 59.1% of their total target compensation, as~~(other than Ms. Puma) are shown in the ~~charts~~chart below:

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2023 Realized Compensation was Above Target.

In line with the financial performance of the Company in 2023, the 2023 performance-based compensation realized by the NEOs was above target pay as a result of achieving 2023 revenue and profitability above the 2023 profit plan, and strong achievement of operational goals used in the PRSUs. The NEOs earned 135% of the PRSUs granted in 2023 based on the achievement of nine out of ten 2023 operational goals, each weighted 15%. Except in the case of Ms. Puma and Mr. Brewer, the earned 2023 PRSUs vested 50% in February 2024 and the remaining 50% will vest in February 2025, subject to continuation of employment (the earned 2023 PRSUs granted to Ms. Puma and Mr. Brewer vested in full in February 2024). As a result of the over-target PRSUs and the payout on the 2023 Axcelis Management Incentive Plan, Dr. Low, the Company’s current chief executive officer, received 115% of his target pay for 2023, and, on average, the other NEOs (excluding Ms. Puma) received 109% of their target pay for 2023, assuming all earned 2023 PRSUs and service vesting RSUs vest over the remaining service periods.

The chart below compares our current CEO’s 2023 realized compensation to his 2023 target compensation:

The realized compensation information above provides a comparison of realized compensation to the target compensation approved by our Board Compensation Committee. In these calculations, we include the target cash incentive and approved value of equity awards in target compensation. For “realized” compensation, we use actual cash incentive paid and the approved value of equity awards, adjusted for the results of the achievement of performance objectives under our PRSUs.

Another effort to show actual compensation is the Pay Versus Performance chart found below and related discussion, required by Item 402(v) of Regulation S-K issued by the SEC. The Pay Versus Performance chart compares the total compensation amounts shown in the Summary Compensation Table to an adjusted amount, referred to as compensation “actually paid.” The “actually paid” amounts are adjusted Summary Compensation Table amounts, in which the grant date fair value of ~~Contents~~equity awards required for the Summary Compensation Table is replaced by the sum of (A) the value of unvested shares at the first year end after grant, plus (B) increases and decreases in the value of (i) shares vesting in the year on the vest dates in comparison to the value of those shares at the prior year end, and (ii) unvested shares at year end in comparison to the value of those shares at the prior year end. Accordingly, the “actually paid” compensation is simply an alternative way of calculating the value for executive equity awards that uses the stock price at year end and vest dates, instead of the stock price at grant. The annual cash incentive earned as a result of performance is already included in the Summary Compensation Table and is unaffected by the re-valuations in the Pay Versus Performance chart.

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Compensation Philosophy and Governance Practices

The ~~Company's~~Company’s overall compensation goal is to drive ~~shareholder~~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 ~~at-risk~~performance-based compensation that ~~is commensurate~~aligns with ~~the 50~~^th ~~percentile of total target and at-risk~~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 ~~and operational~~ goals and equity grants that deliver value ~~with stock price appreciation,~~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 ~~shareholder~~stockholder outreach;

•

Annual or biennial benchmarking of executive compensation against aan appropriate peer group;

•

An equity award plan that seeks to align to best practices (including with respect to cost and voting power dilution, fungible share counting for whole share awards and prohibitions on repricing and cash repurchases);

•

Equity grant practices ~~that seek to align with~~below industry burn ~~rates;~~

rates and acceptable voting power dilution;

•

Executive stock ownership guidelines;

•

~~Double~~

Appropriate double trigger on change of control benefits for executives ~~and the elimination of~~with no excise tax ~~indemnification and gross ups in future change of control agreements;~~

indemnification;

•

An executive compensation clawback policy that empowers the Board to recover incentive compensation under terms set forth in the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010; and

•

No ~~excessive perquisites or guaranteed bonuses.~~executive perquisites.

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Review of Executive Compensation in ~~2015~~

2023

All executive compensation is determined by the Compensation Committee of the Board of Directors. For a discussion of the ~~Committee's~~Committee’s processes in general, see"“Corporate Governance—Compensation ~~Committee"~~Committee” in this proxy statement. Executive compensation for incumbent executives is reviewed annually.

The Compensation Committee engaged an outside compensation consultant, Pearl Meyer, to ~~provide~~assist with decisions relating to 2023 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 2023 compensation were made with reference to a full benchmarked review of executive compensation provided by Pearl Meyer in October 2022. This Pearl Meyer report ~~for discussion at the November 2015 meeting on~~covered both cash and equity compensation for each of the executive officer positions at Axcelis in comparison to market data. ~~The~~

In developing their reports for the Committee, ~~assessed Pearl Meyer's independence in light of the U.S. SEC and Nasdaq listing standards and determined that no conflict of interest or independence concerns exist.~~

Pearl Meyer ~~working with management and the Committee, developed an updated peer~~obtained compensation information for a group of companies ~~that were used~~which had been selected by the Committee as peers for comparison purposes (the "2015 Peer Group"). The Committee reviewed the Company's 2014 peer group, and two 2014 peers (AXT Inc. and GT Advanced Tech) were removed due to size/business cessation and three new companies were added (Advanced Energy Industries, Inc. Applied Micro Circuits Corporation, and Veeco Instruments Inc.), each of which met the industry and revenue qualifications. The peer companies were selected based on their participation in the semiconductor equipment industry, with revenues ranging from 46% to 191% of Axcelis' 2014 revenue, and similarities in sales growth, total shareholder return, and number of employees.

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~~The chart below names the selected 15 peers ranked by revenue for the most recently completed fiscal year as of November 2015, in comparison to Axcelis (shown both with 2014 and 2015 revenues):~~

Axcelis, using our 2015 revenue, is near the median of the 2015 Peer Group in terms of revenue, which is desirable given that revenue is highly correlated with compensation. Compensation information from these 2015 Peer Group companies was obtained from proxy statements and other filings available prior to November 2015.executive compensation purposes. In addition, Pearl Meyer ~~also~~ used ~~data~~compensation information from a proprietary global technology survey, reflecting companies of approximately the same size as Axcelis. ~~While this~~ The weight of

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peer group ~~represents a broad revenue range with some peers at substantially higher revenues, Axcelis competes~~information and compensation survey data information used to develop compensation benchmark data for ~~talent against all other companies in the semiconductor industries, many of which have higher revenues. We also believe our revenues will continue to increase in the coming years.~~

In their report to the Compensation Committee, Pearl Meyer concluded that Axcelis' 2015 executive cash compensation is competitive with market levels, positioned at or above the market median. Pearl Meyer also reviewed the structure of the Company's annual incentive plan, the 2015 Axcelis Management Incentive Plan, discussed below. Pearl Meyer reported that the plan design and metricseach of the Axcelis ~~annual incentive plans were within market practice in~~executive officers varied by the ~~2015 Peer Group.~~

position, depending on the availability of data for that position from the peer group.

The Company’s compensation peer group for the October 2022 Pearl Meyer ~~reported that Axcelis'~~benchmarking report was comprised of the following 14 companies:

3D Systems Corporation
Advanced Energy Industries, Inc.
ACM Research, Inc.
Cohu, Inc..
FormFactor, Inc.
Ichor Holdings, Ltd.
Kulicke and Soffa Industries, Inc.
Lumentum Holdings Inc.
Onto Innovation Inc.
Photronics, Inc.
Ultra Clean Holdings, Inc.
Varex Imaging Corporation
Veeco Instruments Inc.
Viavi Solutions Inc.

In Pearl Meyer’s October 2022 report, the total target direct 2022 compensation of each executive ~~equity compensation, using Black Scholes grant date fair value, lagged~~officer ranged between 7% above and 16% below the market ~~especially~~median, averaging 10% below. The Committee took this input into consideration in ~~the case of Ms. Puma. Pearl Meyer noted~~

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that Axcelis' low stock price made it difficult for the Company to provide significant Black Scholes grant date value compared to the benchmark data while also keeping the equity awards at an appropriate size in light of burn rate and the percent of shares outstanding used in the awards. Pearl Meyer also observed that all of the peer companies were using full-value shares (RSUs or restricted stock) forfixing 2023 executive ~~equity grants, either alone or in combination with stock options.~~

~~No changes to 2015 NEO~~ compensation, ~~were made~~ as ~~a result of the Pearl Meyer Executive Compensation report, but certain recommendations may be implemented in 2016.~~

discussed below.

Material Elements of Named Executive Officer Compensation

The table below lists the key elements of NEO compensation, ~~and~~ why Axcelis has chosen to pay each compensation element, and how Axcelis determines the amount of each element:

Compensation
Element

~~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 ~~strategic~~ objectives through at-risk pay tied to financial ~~and operational~~ goals, resulting in appropriate pay-for-performance.

~~element of compensation at a level that is at or near the 50th percentile of the market data for each form of compensation for the~~

Equity Awards

To drive achievement of long-term ~~shareholder~~stockholder value through ~~equity~~RSU grants ~~that deliver value~~ with ~~stock price appreciation,~~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.

~~benchmarked position.~~

The following discussion explains how, in ~~2015,~~2023, each compensation element and the ~~Company's~~Company’s decisions regarding that element fit into the ~~Company's~~Company’s overall compensation objectives and ~~affect~~affected decisions regarding other elements.

Base Salary

The Company pays a base salary to each of its NEOs. Base ~~pay~~salary for NEOs is set on commencement of employment with the Company and reviewed by the Compensation Committee

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annually thereafter to adjust as needed to align with market benchmarking. In the event that base ~~pay~~salary is a factor in calculating annual incentive cash compensation or equity grants, when fixing or adjusting base ~~pay,~~salary, the Compensation Committee will consider the impact of a change on these other compensation components. ~~No increases to NEO~~In February 2023, the Committee approved an Amended and Restated Employment Agreement with Ms. Puma that increased her base pay ~~were~~through the period prior to the expected end of her employment in July 2025, aligned with median Chief Executive Officer base pay from the October 2022 Pearl Meyer report. Based on this report and the expectation that Dr. Low would become President and Chief Executive Officer in May 2023, the Committee approved ~~in 2015. However,~~an increase to base pay for ~~all~~Dr. Low effective in February 2023, which represented a blended rate for the two positions he held in 2023. The Committee also approved an Employment Agreement with Dr. Low in May 2023, which sets a minimum base pay level for 2023 and subsequent years. The Committee approved the base salaries for Mr. Blumenstock and Mr. Coogan effective upon their respective commencements of ~~the NEOs increased~~employment in ~~2015 over 2014 because Ms. Puma had volunteered to take a 10% pay reduction in 2014,~~June and ~~the other NEOs had participated in three weeks of unpaid time in 2014.~~

September 2023.

Annual Cash Incentive—~~2015~~2023 Axcelis Management Incentive Plan

In February ~~2015,~~2023, the Compensation Committee adopted the ~~Company's~~Company’s annual cash incentive plan, the ~~2015~~2023 Axcelis Management Incentive Plan (the ~~"2015 AMI"~~“2023 AMI”). Approximately ~~130~~

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387 management-level employees plus the executive officers participated in the ~~2015~~2023 AMI, each of whom was assigned a target payout, expressed as a percent of base ~~pay. The~~salary paid for the year. Dr. Low’s 2023 AMI target was set at 87%, reflecting a 60% target for the first four months of 2023 before he became CEO, and a 100% target thereafter. As in 2022, the Committee set the ~~2015~~2023 AMI target for Ms. Puma at 100% of her base salary. The 2023 AMI targets for Mr. Brewer, Ms. Fallon, and Dr. Redinbo, as a percentage of their respective base pay, remained at 2022 levels: 75% for Mr. Brewer and 60% for Ms. Fallon and Dr. Redinbo, as aligned with benchmarking. Later in the year, prior to the commencement of employment of each of Mr. Blumenstock and Mr. Coogan, the Committee approved the 2023 AMI target for each of ~~the other NEOs~~them, with Mr. Blumenstock at 60% of ~~their respective 2015~~ base ~~pay.~~ salary and Mr. Coogan at 70% of base salary.

The Committee also determined to maintain the same metric categories for the 2023 AMI as used in 2022: revenue, operating profit, and gross margin. As in prior years, to facilitate calculating results, each of the gross margin and operating profit metrics were set at a pre-cash incentive payout amount. Revenue growth over time is critical for the Company, as an indication of growing market share. Operating profit is viewed as a preferable metric to net income since it eliminates factors outside the control of management. Gross margin evidences the Company’s ability to generate funds for R&D and other expenses, as well as to drive profitability.

The table below shows the metrics established for the ~~2015~~2023 AMI, setting 0%, 100%, and 200% ~~level~~funding scores for ~~2015 Revenue~~2023 revenue, operating profit, and ~~Operating Profit.~~

gross margin.

Full Year Targets, in millions, except Gross Margins	25% Score—80% of 2023 Profit Plan Performance			100% Score—2023 Profit Plan			200% Score—115% of Target Performance			Weighting of Metric
Score	25%			100%			200%
2023 Revenue		$	848.38		$	1,060.47		$	1,219.54		50%
2023 Operating Profit before annual cash incentive plan payout		$	169.18		$	266.56		$	331.18		25%
2023 Gross Margins, before annual cash incentive plan payout	43.9%			44.5%			45.0%			25%

The minimum and maximum 2023 AMI revenue levels were set at 80% and 115% of the profit plan revenues, respectively. The operating profit levels are those modeled as achievable at each of the revenue levels. The range in gross margins is not associated with the revenue amounts at the three score levels but represents a reasonable range for the year. The 2023 AMI funding level was capped at a 200% payout.


~~Metric~~	~~Weight~~			~~Minimum Level~~ ~~(0% Score)~~		~~Target Level~~ ~~(100% Score)~~		~~Maximum Level~~ ~~(200% Score)~~
~~2015 Revenue~~	50	%	$	~~220M~~	$	~~320M~~	$	~~380M~~
~~2015 Operating Profit (after AMI payout)~~	50	%	$	~~12M~~	$	~~26M~~	$	~~32M~~

~~Actual 2015~~

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Under the 2023 AMI plan design, after year end, actual 2023 financial performance is compared to these metrics, and a weighted score ~~developed, interpolating for~~developed. Assuming the ~~score~~threshold level is met, each of the metrics is scored by placing the 2023 results between the ~~metric levels. The~~applicable goal posts (25% and 100% or 100% and 200%) and interpolating the final score. Each of these scores is weighted and totaled for a final score submitted to the Compensation Committee for approval. A total at-target payout (a 100% funding score) ~~payout~~ of the ~~2015~~2023 AMI would ~~equal~~have equaled approximately ~~$4.8~~$12.99 million. ~~The 2015 AMI score is capped at a 200% payout.~~ The Compensation Committee ~~may~~had the authority to adjust the funding for extraordinary items and other qualitative aspects of the ~~Company's 2015~~Company’s 2023 performance (using benchmarks and budgets) to ensure that the funding score ~~reflects~~reflected actual performance and not extraordinary events and iswas otherwise appropriate. ~~Each participant's expected payout would be a percentage of his or her target payout equal~~No special adjustment to the ~~final 2015~~2023 AMI ~~score.~~

~~In selecting~~score was made by the financial metrics to use in the 2015 AMI, the Committee considered feedback from Frederick W. Cook & Co., Inc., an independent compensation consultant ("FW Cook"), in an executive compensation review conducted in November 2014. FW Cook observed that while the 2014 Axcelis Management Incentive plan design and single metric (net income) was within market practice, a majority of peer companies utilize two or three metrics to determine performance and payouts. FW Cook reported that operating income and revenue were the two most common metrics. Revenue growth is a critical metric for the Company, as it seeks to grow market share. Operating profit was viewed as preferable to net income, since it eliminates factors outside of the control of management.

~~The levels of revenue and operating profit set for the 0% and 100% scores were chosen so that the 2015 profit plan revenues and operating profit would result in a 50% score. This structure was~~Committee. As designed, to allow the Company to gradually transition back to a full incentive pay expense over a number of years, by driving a below target score, and therefore below target expense, even at profit plan results.

~~Actual~~actual payouts ~~would~~ equal the ~~expected AMI~~individual participant’s target payout multiplied by ~~an individual performance~~the AMI score determined using the metrics set by the manager, or the Compensation Committee, in the case of the NEOs. Individual performance scores can range from 0% to 150%, provided such individual adjustments could not increase the aggregate payout amount for all participants, without Compensation Committee approval.

Committee.

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In February ~~2016,~~2024, the Compensation Committee determined that the final ~~2015~~2023 AMI funding score was ~~71.7%~~112.55%, based on the ~~Company's~~Company’s revenue, ~~and~~ operating profit, and gross margin for the year, aswith the resulting scores shown in the chart below:

Metric	2023 Results (millions other than Gross Margin)			Score		Weighting		Weighted Score
2023 Revenue		$	1,130,604		144.1%		50%		72.045%
2023 Operating Profit before annual cash incentive plan payout		$	286,932		131.5%		25%		32.881%
2023 Gross Margins before annual cash incentive plan payout	43.94%				30.49%		25%		7.622%
Total Score									112.55%

Metric

Weight

Minimum Level
(0% Score)

Target Level
(100% Score)

2015 Actual
Score
2015 Revenue
50 % $ 220M $ 320M $ 301.5M 81.5 %
2015 Operating Profit (after AMI payout)
50 % $ 12M $ 26M $ 20.7M 62.1 %
Weighted Score
71.7 %

~~The Committee also set the individual performance~~This funding score ~~for each NEO at 100%, since executive officer performance expectations had been met, and the Company's 2015 profit plan targets had been exceeded. These scores~~ resulted in the ~~2015~~2023 non-equity incentive plan compensation ~~amounts~~to the NEOs as shown in the~~2015~~“Executive Compensation—2023 Summary Compensation ~~table~~ Table” below. A payout of the ~~2015~~2023 AMI ~~is planned~~was made in ~~April 2016.~~

February 2024.

Long-Term Equity Incentive Compensation

Equity Compensation ~~Philosophy~~.Philosophy. Equity compensation for NEOs, which ~~at the Company~~since 2016 has taken the form of restricted stock ~~options and RSUs,~~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. Equity grants are also intended to align pay with~~periods and performance in that the value ultimately realized through equity grants is directly linked to stock price appreciation and stockholder value accretion. Option grants have no value without stock price appreciation, and RSUs have value at grant that can increase with stock price appreciation.goals. Thus, equity grants should constructively influence ~~management's motivation~~management’s incentive to enhance the value of the ~~Company's stock.~~

Company’s stock and achieve strategic objectives.

Long-term ownership of equity awards is further encouraged through the ~~Company's~~Company’s executive stock ownership guidelines, which establish a minimum number of shares that the executive must own, ~~and align~~aligning the executive officers ~~and~~with long-term stockholder interests. ~~As noted above under "~~~~Corporate Governance—Governance Policies,~~ ~~these guidelines were amended during 2014. Ms. Puma~~The Chief Executive Officer is required to own shares having a value equal to three times his or her base ~~pay.~~salary. The other NEOs are required to own shares having a value equal to 1.5 times the executive’s base ~~pay~~salary or, if less, ~~65,000~~16,250 shares. Until an NEO meets the requisite stock ownership level prescribed by the stock ownership guidelines, the NEO is encouraged to retain 50% of the net shares received through the exercise of stock options or in connection with the vesting of RSUs. These guidelines are intended to ensure that the ~~executives'~~executives’ interests in the value of the ~~Company's~~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 generally.~~stockholders. NEOs are also subject to the ~~Company's~~Company’s policies prohibiting hedging and pledging our common stock, which are discussed above under "“Corporate Governance."

”

Equity Compensation ~~Processes~~.Processes. Equity grants to executives are made upon hire and, typically, ~~thereafter~~ on an annual ~~basis.~~basis thereafter. Annual equity grants to executive officers have been

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made in most years in order to ensure a meaningful retentive effect by maintaining the percentage of the ~~executive's~~ executive’s

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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 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 to NEOs have taken the form of non-qualified stock options and RSUs.

Our Compensation Committee has, for the past several years, selected stock options as the main form of equity grant because our low share price allowed for significant potential return on growth in our stock price. Stock options also provide a significant incentive because the optionholder receives no or minimal reward if the stock price does not improve over the level on the date of grant. We have used RSUs in lieu of cash incentives to conserve cash as well as in other appropriate circumstances.

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 ~~because their ultimate value depends on~~given the ~~future stock price~~vesting terms. Beginning in 2016, the Compensation Committee attached performance goals to a portion of the ~~company, providing motivation through variable "at risk" compensation and direct alignment~~RSU grants to NEOs, a practice aligned with ~~stockholders. In their review of our executive compensation in November 2015, Pearl Meyer observed that all of our compensation~~ peers, ~~were using either RSUs, or a combination of RSUs and stock options, as their equity awards.~~

by issuing PRSUs.

It is the ~~Committee's~~Committee’s general practice to approve equity awards with a future effective date, usually on the 15th ~~of the month following the approval. Annual equity grants are usually approved in May or June with a grant date of July 15~~^th (or the next succeeding trading day). of a month following the approval, with annual equity grants approved in February and made in May. The Company believes that this time period between the approval and effectiveness of an equity grant means that the Committee is unable to know or estimate the trading price of the ~~Company's~~Company’s common stock on the effective date of grant. As a result, the Committee has not, to date, thought it necessary to adopt a policy of timing the approval or effectiveness of equity awards to specific dates following the release of financial results or other material information.

~~2015~~

2023 Annual Equity ~~Grants~~.Grants. In ~~May 2015,~~February 2023, the Compensation Committee determined that, ~~stock options were~~as in the ~~most compelling~~prior year, RSUs would be used as the form of equity compensation for the NEO annual ~~program. RSUs have an intrinsic value regardless~~equity grants. Except in the case of ~~stock price appreciation,~~Ms. Puma and options deliver value only if the stock price increases over the grant date price. Given the criticality of achieving revenue and profitability growth, the Committee felt that options were a more appropriate vehicle, since the stock price should reflect management's achievements, and better accomplish pay-for-performance.

~~The Black Scholes value~~Mr. Brewer, 50% of the ~~2015 option~~total annual grants to the NEOs in office in May 2023 (Dr. Low, Ms. Fallon, and Dr. Redinbo) have vesting based on service alone, and the other 50% as PRSUs, to be earned based on the achievement of performance goals, followed by service vesting. Given the retirement plans of Ms. Puma and Mr. Brewer, they were ~~assessed~~granted 2023 PRSUs only, vesting to the extent earned in February 2024. Mr. Coogan and Mr. Blumenstock did not receive 2023 annual equity awards since they joined the Company after May 2023.

In February 2023, the Compensation Committee fixed values for the 2023 RSU grant to each NEO then in office. Dr. Low’s grant was set at the ~~time~~Pearl Meyer market median for the CEO role, which Dr. Low would assume in May 2023. Ms. Puma’s 2023 grant was set at 50% of that value, as specified in her Amended and Restated Employment Agreement dated February 24, 2023, also approved by the Committee in February 2023. The Committee approved 2023 equity grants to Ms. Fallon and Dr. Redinbo at their full 2022 values (Dr. Redinbo had received a pro-rated 2022 equity award on his promotion), representing 111% and 104%, respectively, of the median annual equity award value for their positions as reported by Pearl Meyer in October 2022. Mr. Brewer received a 2023 PRSU valued at 50% of his 2022 equity grant ~~in comparison to equity benchmarks developed by FW Cook's executive compensation review conducted in November 2014. Using a Black Scholes formula to~~ value, ~~these option grants, the 2015 grants were significantly below the FW Cook benchmarks~~given his retirement plans. The number of units for each RSU grant was determined by dividing the approved grant value by the average closing price of the ~~NEO positions. Given the Company's~~Company’s common stock ~~price,~~over a ~~significantly greater number of shares would have been~~

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~~required~~30-day period ending three trading days prior to ~~meet the benchmark values. The Compensation Committee determined that~~ the grant ~~sizes noted below were more appropriate in light of the total shares outstanding:~~

Name

Target Equity Grant
Value: Average of
FW Cook Nov 2014
Benchmarks

2015 Option Grants
(# of Shares)

2015 Option Grants
(Black Scholes
Value)

2015 Option Value
as a Percent of
Target Equity Grant
Value
Puma
$ 1,362,000 300,000 $ 426,000 31 %
Brewer
$ 610,000 225,000 $ 319,500 52 %
Bintz
$ 459,000 200,000 $ 284,000 62 %
Aldeborgh
$ 557,500 200,000 $ 284,000 51 %
Fallon
$ 370,500 150,000 $ 213,000 57 %

date. The ~~2015 stock option~~2023 annual RSU grants to NEOs are set forth in theGrants of Plan Based Awards in Fiscal ~~2015~~2023table below. ~~These options have an exercise price of $3.01 and~~

The service-based vesting 2023 RSUs will vest asat the rate of 25% on each of the first four anniversaries of the date of grant until fully vested in May 2027 (assuming continuation of employment). The 2023 PRSUs require that management earn the awards based on attaining up to ~~25%~~ten performance goals, where each goal counted for 15% of the target grant. With the annual cash incentive plan focused on current annual financial results, the Committee used these performance-based annual equity awards to focus the NEOs on achieving near term milestones that were essential for the Company’s long term growth.

As in 2022, aligned with Pearl Meyer’s benchmarking, the PRSUs permit recipients to earn above target awards for over-target performance. Accordingly, the achievement of more than six

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goals would result in earning more than 100% of the granted ~~shares~~2023 PRSUs, and achievement of all ten goals would entitle the executives to receive a maximum of 150% of the target grant.

The 2023 PRSUs were designed to drive the achievement of specific operational goals that needed to be achieved in 2023 for the Company to fulfill its aggressive growth strategy and reach its business models of $1.1 billion and $1.3 billion in revenue, resulting in high profitability and market share. As in prior years, the Committee used the PRSUs to keep management’s focus on critical, well-understood, initiatives rather than on broad financial metrics. These operational goals related to penetrating customers with specific products, developing new applications and products and reaching specific financial objectives, all of which have strategic implications for our business. Unlike broad financial metrics, which can be set over multiple years, the ~~first~~type of foreseeable operational goals selected by the Committee are designed to be achieved near term. The Committee believes that these operational goals are no less strategic than longer term financial goals, and given the Company’s track record, may be more effective at driving the right near term behavior to achieve desired long term results.

The 2023 RSU performance goals related to: (i) achieving a targeted reduction in the cost of non-quality; (ii) penetrating specific identified customers with our Purion H200 Silicon Carbide (“SiC”) implanter; (iii) penetrating specific identified mature technology customers with our high current implanters; (iv) penetrating specific identified advanced logic customers with our high current implanters; (v) penetrating one specific identified customer with one of our high energy implanters; (vi) placing an evaluation system or receiving a purchase order for an implanter at a silicon power customer; (vii) receiving a purchase order or evaluation placement for SiC implanters at specific Japanese customers; (viii) generating specific application proofs at an implanter in a customer R&D fab; (ix) releasing specified software upgrades; and (x) completing development of specified differentiated SiC power capabilities.

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 2023 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 2023 RSUs vest in 2024 and 50% in 2025, provided that Ms. Puma’s and Mr. Brewer’s 2023 PRSUs vest 100% in 2024.

In February 2024, the Compensation Committee determined that the Company met nine out of ten performance objectives, and accordingly, 135% of the 2023 PRSUs were earned and would vest in accordance with the two-year schedule for the NEOs (other than Ms. Puma and Mr. Brewer who have a one-year schedule), assuming continuation of employment.

2023 Equity Grants to Newly Hired Executives. In June 2023, the Committee approved a new hire equity award in the form of service vesting RSUs to Mr. Blumenstock, who joined Axcelis that month. This award vests over a four-year period, at the rate of 25% on each anniversary of the date of ~~grant, and then as to 6.25% quarterly thereafter, until fully vested~~grant. The Committee set the value for this award based on the 4^th2022 Pearl Meyer report median for the EVP Engineering position, and on internal equity, given award values to other Executive Vice Presidents. The new hire 2023 RSU grant to Mr. Blumenstock is set forth in the Grants of Plan Based Awards in Fiscal 2023 table below.

Similarly, in August 2023, the Committee approved a new hire equity award in the form of service vesting RSUs to Mr. Coogan, who joined Axcelis in September 2023. This award vests over a four-year period, at the rate of 25% on each anniversary of the date of grant. The Committee set the value for this award based on Mr. Coogan’s compensation at his prior employer, the 2022 Pearl Meyer report median for the Chief Financial Officer, and on internal equity, given award values to Dr. Low and Mr. Brewer. The new hire 2023 RSU grant ~~assuming continuation~~to Mr. Coogan is set forth in the Grants of ~~employment.~~

Plan Based Awards in Fiscal 2023 table below.

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Employment and Change of Control Agreements

Employment Agreement with Dr. Low. The ~~Company has had~~Committee approved an Employment Agreement with ~~Ms. Puma since November 2007~~Dr. Low that became effective in May 2023, contemporaneously with his appointment as Chief Executive Officer. Dr. Low’s Employment Agreement provides for ahis service as the Company’s CEO through January 1, 2025, and for successive one-year ~~term~~periods thereafter, if not terminated by either party on notice to the other by April 1 of ~~employment at~~the preceding year. This Employment Agreement reflects the base salary and cash incentive target set by the Compensation Committee for 2023, and for 2024 and beyond, sets a minimum ~~annual~~ base salary of ~~$500,000~~$633,000 and ~~an annual~~a cash incentive target ~~incentive compensation opportunity~~ of 100% of base ~~salary and~~pay. Dr. Low’s Employment Agreement also provides for severance upon a qualifying termination of ~~employment. See "~~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, 2023, see “Payments on Termination or Change of Control—Employment Agreement with Dr. Low” below.

Amended and Restated Employment Agreement with Ms. ~~Puma"~~ ~~below. No action~~Puma. The Committee approved a second Amended and Restated Employment Agreement with Ms. Puma dated February 24, 2023 (the “2023 Puma Agreement”). The 2023 Puma Agreement amended Ms. Puma’s existing agreement which had been in place since 2007 and was ~~taken~~last amended and restated in May 2022. In the 2023 Puma Agreement, Ms. Puma agreed to provide services to the Company as Chief Executive Officer until the 2023 annual meeting of stockholders and to serve thereafter as Executive Chairperson of the Board of Directors until the 2024 annual meeting of stockholders. After that, Ms. Puma will no longer serve as an executive officer or director of the Company but will serve as an Executive Advisor to the Company until July 2025. The 2023 Puma Agreement provides for Ms. Puma’s compensation for such services but does not provide for separation pay unless terminated by the ~~Compensation Committee in 2015 relating~~Company without cause or by Ms. Puma with good reason prior to ~~this Employment Agreement.~~

July 31, 2025. In ~~March 2015,~~such case, the ~~Compensation Committee approved~~main component of the ~~execution of~~ separation pay ~~agreements~~is the amount remaining to be paid under the agreement through July 31, 2025. For the amounts due if she had been terminated on December 31, 2023, see below “Payments on Termination or Change of Control—Amended and Restated Employment Agreement with Ms. Puma.”

Executive Separation Pay Agreements. The Company has Executive Separation Pay Agreements with each of the NEOs, other than Dr. Low and Ms. ~~Puma.~~Puma, entered into in 2019 or such later date as the person became an executive officer. These ~~Executive Separation Pay Agreements~~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 ~~pay~~salary for 12 months. If the NEO elects to continue health coverage under COBRA, the Company will waive 12 months of COBRA premiums. In addition, the Company will provide transition support having a value of $15,000.

These agreements auto-renew for each calendar year unless not later than April 1 of the preceding year, the Company or the executive had given notice not to extend the term. In 2023, Dr. Low’s Executive Separation Pay Agreement was superseded by his Employment Agreement, discussed above. No change was made to the agreements with Mr. Brewer, Ms. Fallon, or Dr. Redinbo in 2023, and the Company entered into the same agreements with each of Mr. Blumenstock and Mr. Coogan contemporaneously with their commencement of employment with the Company in 2023. For the amounts due if each of the executive officers had been terminated on December 31, 2023, see “Payments on Termination or Change of Control—Executive Officer Separation Pay Agreements” below. Although Mr. Coogan and Mr. Blumenstock are parties to Executive Separation Pay Agreements, they would not have been entitled to a payout at December 31, 2023 because they had not been employed by the Company for a year at that time.

Change of Control Agreements. Each of the NEOs has a double-trigger Change of Control Agreement, ~~with~~having the ~~Company, described below~~benefits shown in the table below. These agreements do not provide any

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indemnification for the “Golden Parachute” excise taxes under~~"Payments on Termination or Change~~ Sections 280G and 4999 of ~~Control."~~ ~~No action was taken by~~ the ~~Compensation Committee in 2015 relating to these Change of Control Agreements.~~Internal Revenue Code. If ~~the~~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 and Ms. Puma, under ~~her~~their Employment ~~Agreement)~~Agreements).

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~~As noted above under "~~~~Corporate Governance—Governance Polices,~~" consistent with our commitment to strong corporate governance and responsiveness to our stockholders, in 2014 the Board of Directors adopted a new governance policy against tax gross-up arrangements, which provides that no future change of control agreement with any future executive officer These agreements auto-renew for each calendar year unless not later than April 1 of the preceding year, the Company ~~shall include a gross-up~~or the executive had given notice not to extend the term. No change was made to these agreements in 2023, provided (i) Dr. Low’s Change of Control Agreement was amended and restated to increase his multiple for the separation pay from 1.5 to 2, contemporaneously with his appointment as CEO, and (ii) the Company entered into Change of Control Agreements with each of Mr. Blumenstock and Mr. Coogan contemporaneously with their commencement of employment with the Company in 2023, having the same terms as the other non-CEO NEOs. See “Payments on Termination or Change of Control—Change of Control Agreements” below.

Other Compensation Components

The Company has entered into Indemnification Agreements with each of its executive officers, which are in the same form as the Indemnification Agreements with each of the Company’s non-employee directors. Axcelis’ Indemnification Agreements are intended to provide protection from legal liability arising from the individual’s service as an executive to the extent typically provided by U.S. public companies. The Company indemnifies its executive officers to the fullest extent permitted by law with respect ~~of any excise~~to his or her status or activities as an executive or other ~~tax due~~fiduciary of Axcelis, its subsidiaries and any other entities or committees on which the executive has been asked by the Company to serve, against all judgments, fines, amounts paid in ~~respect~~settlement, and all reasonably incurred expenses. These Indemnification Agreements supplement the indemnification provisions in the Company’s Restated Certificate of ~~severance compensation, including pursuant to Sections 280G~~Incorporation. As required in the Indemnification Agreements, the Company purchases director and ~~4999~~officer liability insurance that would reimburse the Company for costs incurred under these 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 ~~Internal Revenue Code.~~

~~Other Compensation Components~~

~~In order~~directors and officers, permitting direct reimbursement from the insurer if the Company was unable or unwilling to ~~encourage~~provide indemnification due to a lack of funds or other issue. The adequacy of our ~~executives~~director and officer liability insurance coverage is reviewed, and adjusted if needed, on an annual basis.

The Company maintains no executive perquisites. Executives are entitled to more completely focus their efforts on performing their duties while still allowing them to obtain adequate financial and tax planning assistance, Axcelis reimburses up to $5,500 of an executive's annual tax and financial planning expenses. This program is the only executive perquisite at Axcelis and amounts paid to NEOsservice awards under ~~this program are included in the "All other compensation" column in the Summary Compensation Table. Mr. Brewer was the only NEO to participate in this~~a recognition program in ~~2015 and the prior two years.~~

which all employees participate, that provides gift certificates to employees on each five year work anniversary. The value of these service awards increases by tenure from $100 to $425, after tax, without regard to position.

Executives may elect to make contributions to a retirement account in the ~~Company's~~Company’s IRC Section 401(k) plan on the same basis as Company employees generally. ~~The~~For 2023, the Company made a matching ~~contributions~~contribution to the 401(k) plan at the rate of ~~a dollar-for-dollar match,~~50% of the employee’s pre-tax contributions up to ~~$1,000, with respect~~the first 6% of eligible compensation contributed to ~~employees' 2015 contributions.~~

the plan. Employer contributions to NEOs participating in the 401(k) plan are included in the “All other compensation” column in the “Executive Compensation—2023 Summary Compensation Table”. The Company does not maintain for the NEOs either a defined benefit pension plan ~~nor does it maintain~~or any non-qualified deferred compensation ~~plans.~~

plan.

NEOs may also participate in the ~~Company's~~Company’s medical ~~and dental~~ insurance offerings on the same basis as full time Company employees generally by electing to make payroll deductions designed to cover approximately 25% or 30% of the cost of those programs (the Company covers the ~~other 75% of the~~remaining cost). The Company also offers dental insurance, and provides life, accidental death and dismemberment and disability insurance for all employees, ~~and~~with the opportunity to increase coverage levels via payroll deductions.

Emergency medical coverage is included in the Company’s standard business travel insurance, which would be secondary to an employee’s regular medical coverage.

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Finally, the Company maintains the 2020 Employee Stock Purchase Plan, a voluntary IRC Section 423 plan in which employees may purchase Axcelis shares through salary deductions.

In 2023, none of the NEOs participated in our 2020 Employee Stock Purchase Plan.

Executive Compensation Clawback Policy

In ~~2014,~~2023, the Board of Directors adopted an updated Executive Compensation Clawback Policy (replacing the policy adopted in 2014) which ~~authorizes~~requires executive officers to repay to the ~~Board~~Company any “Excess Compensation” received during the three completed fiscal years preceding the date the Company is required to ~~seek recovery~~prepare an “Accounting Restatement.” Such capitalized terms are defined in the policy and comply with the requirements of ~~incentive cash and equity compensation as contemplated by~~ Section ~~954~~10D of the ~~Dodd-Frank Wall Street Reform and Consumer Protection~~Securities Exchange Act of ~~2010.~~1934, the rules promulgated thereunder by the SEC, and the listing standards of Nasdaq Section 954. In addition, the ~~Company's~~Company’s policy authorizes a clawback of 12 months of incentive compensation (including both cash and equity awards) in the event ~~of any violation of~~the officer violates an agreement with the Company or of any policy of the Company (which would include violations of the ~~Company's~~Company’s Ethics policy or any applicable law) ~~and also in the event of a voluntary departure to work for a competitor.~~

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Risk Assessment of Compensation Policies and Practices

In ~~2015,~~2023, 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~~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~~management’s review focused on the programs with variability of payout and in which there is a potential for the participant to directly affect payout.

Based on this review, management determined that the compensation policies and practices for ~~Axcelis'~~Axcelis’ employees do not create risks that are reasonably likely to have a material adverse effect on the Company, principally because:

(1)

The structure of our executive compensation program includes a balanced mix of cash and equity compensation; and

(2)

Our incentive compensation programs are subject to appropriate risk controls in their design and oversight:

•

The ~~Company's~~Company’s internal controls and risk management practices restrict risk-taking that is not consistent with risks inherent in the ~~Company's~~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 ~~commission~~incentive compensation is made pursuant to written plans, ~~are~~ subject to calculation and approval by senior management and the finance ~~department and are tied to actual receipt of payments from the customer; and~~

department;

•

Payouts under the ~~Company's~~Company’s European and Asian annual cash incentive ~~plans~~plan are in the discretion of senior management, which considers both qualitative and quantitative assessments of performance; and

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Grants of Plan Based Awards in Fiscal ~~2015~~

Name

Grant Date

Date of
Compensation
Committee
Approval (1)

All Other
Option
Awards:
Number of
Securities
Underlying
Options (#) (2)

Exercise or
Base Price of
Option Awards
($/Sh)

Grant Date Fair
Value of
Stock and
Option Awards (3)
Mary G. Puma
7/15/2015 5/13/2015 300,000 $ 3.01 $ 426,000
Kevin J. Brewer
7/15/2015 5/13/2015 225,000 $ 3.01 $ 319,500
William Bintz
7/15/2015 5/13/2015 200,000 $ 3.01 $ 284,000
John E. Aldeborgh
7/15/2015 5/13/2015 200,000 $ 3.01 $ 284,000
Lynnette C. Fallon
7/15/2015 5/13/2015 150,000 $ 3.01 $ 213,000
2023

Date of Compensation Committee Approval Estimated Possible Payouts under Non-Equity Incentive Plan Awards (1) Estimated Possible Payouts under Equity Incentive Plan Awards (2) All Other Stock Awards: Number of Shares of Stock or Units (#) (3) Grant Date Fair Value of Stock and Option Awards (4) Name Grant Date (2) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) Russell J. Low $ 461,189 $ 922,378 5/15/2023 2/16/2023 12,018 $ 1,538,184 5/15/2023 2/16/2023 1,803 12,018 18,027 $ 1,538,184 James G. Coogan $ 339,500 $ 679,000 10/16/2023 8/9/2023 5,891 $ 960,528 Mary G. Puma $ 663,923 $ 1,327,846 5/15/2023 2/16/2023 1,803 12,018 18,027 $ 1,538,184 Kevin J. Brewer $ 311,250 $ 622,500 5/15/2023 2/16/2023 1,803 3,005 4,508 $ 384,610 Lynnette C. Fallon $ 225,000 $ 450,000 5/15/2023 2/16/2023 2,700 $ 345,573 5/15/2023 2/16/2023 405 2,700 4,050 $ 345,573 Gregory F. Redinbo $ 186,000 $ 372,000 5/15/2023 2/16/2023 2,404 $ 307,688 5/15/2023 2/16/2023 361 2,404 3,606 $ 307,688 Gerald M. Blumenstock $ 195,000 $ 390,000 6/15/2023 6/1/2023 4,182 $ 714,997

(1)

These target and maximum payouts are under the 2023 Axcelis Management Incentive Plan, discussed above in "~~2015~~“2023 Compensation Discussion and Analysis—~~Long-Term~~Annual Cash Incentive—2023 Axcelis Management Incentive Plan.” Based on the achievement of financial metrics for 2023, a payout to the NEOs was made under the 2023 AMI, as shown in the Summary Compensation Table.

(2)

The NEOs, other than Messrs. Coogan and Blumenstock, were granted performance based RSUs under the Company’s 2012 Equity Incentive ~~Compensation—Equity Compensation Processes,~~~~" it is the Compensation Committee's general practice~~Plan effective May 15, 2023, to ~~approve equity awards with a future effective date, usually~~be earned based on the 15^thachievement of performance goals tied to long-term objectives. The threshold number of shares that could be earned was 15%, if only one out of ten performance goals was achieved. Up to 150% of the ~~first or second month following the approval. Annual equity grants~~target shares could be earned, if all 10 performance goals were met. Unearned performance based RSUs are ~~usually approved in May or June with a grant date of July 15~~^th ~~(or the next succeeding trading day).~~

~~(2)~~

~~The NEOs were granted stock options under the Company's 2012 EIP effective July 15, 2015. These options vest as to 25%~~forfeited. As discussed above, 135% of the ~~shares on the first anniversary~~2023 performance based RSUs were earned. Except for Ms. Puma and Mr. Brewer, 50% of the ~~date of grant, and then at the rate of 6.25% per quarter thereafter, until fully~~earned shares vested on February 28, 2024, with the ~~fourth anniversary~~remainder to vest on February 28, 2025. Under retirement terms applicable to Ms. Puma and Mr. Brewer, 100% of the ~~date of grant.~~earned shares vested on February 28, 2024. Other than future services to the Company, no consideration was paid or will be due in order to acquire these ~~stock options. The 2015 stock options~~RSUs. Unvested earned 2023 performance RSUs will be forfeited if the ~~NEO's~~NEO’s employment terminates prior to vesting, ~~as described~~except in the ~~table entitled "~~~~Outstanding Equity Awards at Fiscal 2015 Year End.~~"case of Mr. Lawson. See "“Long-Term Equity Incentive Compensation—~~2015~~2023 Annual Equity ~~Grants"~~Grants” in "~~2015~~“2023 Compensation Discussion and Analysis"” above.

(3)

The NEOs, other than Ms. Puma and Mr. Brewer, were granted service based RSUs under the Company’s 2012 Equity Incentive Plan effective on the respective grant dates shown above, which vest as to 25% of such shares on the each of the first four anniversaries of the date of grant, assuming continuation of employment. Other than future services to the Company, no consideration was paid or will be due in order to acquire these RSUs. The 2023 service based RSUs will be forfeited if the NEO’s employment terminates prior to vesting. See “Long-Term Equity Incentive Compensation—2023 Annual Equity Grants” in “2023 Compensation Discussion and Analysis” above.

(4)

Represents the grant date fair value of the equity awards received by the NEO in ~~2015,~~2023, determined in accordance with ~~FASB ASC Topic 718, using~~ the assumptions described in the Stock Award Plans and ~~Stock-Based~~Stock Based Compensation ~~Note~~note to the ~~Company's~~Company’s 2023 Financial Statements included in the Annual Report on Form 10-K filed with the SEC.

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Pay Versus Performance

Note: In accordance with an instruction to the SEC regulation under which this Pay Versus Performance information is provided (Regulation S-K, Item 407(v)), this Pay Versus Performance information shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended. Specifically, this Pay Versus Performance information is not included in the executive compensation information incorporated by reference into Part III of the Company’s Annual Report on Form 10-K.

The Pay Versus Performance table below compares the total compensation amounts shown in the “Executive Compensation—2023 Summary Compensation Table” above to compensation “actually paid” to each of Dr. Low and ~~Exchange Commission~~Ms. Puma, both of whom served as our CEO and principal executive officer (a “PEO”) in 2023 and to an average of our NEOs in this proxy statement, excluding Dr. Low and Ms. Puma. The “actually paid” amounts in the Pay Versus Performance table reflect a re-valuation of equity awards granted to our PEOs 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 ~~2015.~~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 and 2023 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.

In the table below, Ms. Puma is referred to as “PEO #1” and Dr. Low as “PEO #2.”

																			Value of Initial Fixed $100 Investment made on December 31, 2019, based on:
Year (a) (1)	Summary Compensation Table Total for PEO #1 (b)			Compensation Actually Paid (“CAP”) to PEO #1 (c) (2)			Summary Compensation Table Total for PEO#2 (b)			Compensation Actually Paid (“CAP”) to PEO #2 (c) (3)			Average Summary Compensation Table Total for Non-PEO NEOs (d)			Average CAP to Non-PEO NEOs (e) (4)			Total Shareholder Return (f)			Peer Group Total Shareholder Return (g) (4)			Net Income (h)			Revenues (i)
2023		$	2,959,252		$	9,858,734		$	4,135,438		$	6,510,602		$	1,258,904		$	2,141,924		$	538.13		$	225.75		$	246,263,000		$	1,130,604,000
2022		$	4,163,294		$	5,700,318		$	1,461,805		$	1,751,594		$	1,463,285		$	1,728,963		$	329.34		$	137.05		$	183,100,000		$	920,000,000
2021		$	4,078,644		$	11,982,293		$	1,423,579		$	3,663,680		$	1,405,289		$	3,648,869		$	309.38		$	213.35		$	98,650,000		$	662,428,000
2020		$	3,825,614		$	4,708,025		$	1,307,974		$	1,582,284		$	1,356,639		$	1,620,922		$	120.83		$	151.14		$	49,982,000		$	474,560,000

(1)

During 2023, each of Mary G. Puma and Russell J. Low served for a portion of the year as Axcelis’ President and Chief Executive Officer. During 2022, 2021 and 2020, Ms. Puma served as our President and CEO. In these tables, Ms. Puma is referred to as “PEO #1” and Dr. Low is referred as “PEO #2.” During 2023, our remaining NEOs consisted of James G. Coogan, Kevin J. Brewer, Lynnette C. Fallon, Gregory F. Redinbo and Gerald M. Blumenstock. During 2022, 2021 and 2020, the non-CEO NEOs consisted of Kevin J. Brewer, Russell J. Low , Lynnette C. Fallon and Douglas A. Lawson.

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(2)

In accordance with SEC rules, the following adjustments were made to the PEO #1’s (Ms. Puma’s) total compensation for each year to determine CAP:

	Footnote (2)—Table 1
(a)	Reported Summary Compensation Table Total for PEO #1 (b)			Reported Value of Equity Awards (c) (i)			Equity Award Adjustments (d) (ii)			Compensation Actually Paid to PEO #1 (e)
2023		$	2,959,252		$	(1,538,184)		$	8,437,665		$	9,858,734
2022		$	4,163,294		$	(2,368,862)		$	3,905,886		$	5,700,318
2021		$	4,078,644		$	(2,224,270)		$	10,127,919		$	11,982,293
2020		$	3,825,614		$	(2,049,909)		$	2,932,320		$	4,708,025

(i)

The grant date fair value of equity awards in column (c) of Footnote (2)—Table 1 represents the total of ~~Contents~~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. The amounts deducted or added in calculating the equity award adjustments are as follows:

	Footnote (2)— Table 2
Year (a)	Year End Fair Value of Equity Awards Granted in the Year (b)			Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards at Year End (c)			Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (d)			Total Equity Award Adjustments (e)
2023		$	2,104,129		$	2,787,869		$	3,545,667		$	8,437,665
2022		$	4,423,973		$	369,846		$	(887,933)		$	3,905,886
2021		$	5,432,442		$	3,879,395		$	816,083		$	10,127,919
2020		$	2,537,983		$	410,556		$	(16,218)		$	2,932,320

(3)

In accordance with SEC rules, the following adjustments were made to the PEO #2’s (Dr. Low’s) total compensation for each year to determine CAP:

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

(i)

The grant date fair value of equity awards in column (c) of Footnote (1)—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 (3)—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:

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

(4)

In accordance with SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding Ms. Puma in all years, and excluding Dr. Low in 2023) for each year to determine CAP, using the same methodology described above in Footnote 1:

	Footnote (4)—Table 1
(a)	Average Reported Summary Compensation Table Total for Non-PEO NEOs (b)			Average Reported Value of Equity Awards (c) (i)			Average Equity Award Adjustments (d) (ii)			Average Compensation Actually Paid to Non-PEO NEOs (e)
2023		$	1,258,904		$	(673,331)		$	1,556,352		$	2,141,924
2022		$	1,463,285		$	(639,377)		$	905,055		$	1,728,963
2021		$	1,405,289		$	(600,314)		$	2,843,894		$	3,648,869
2020		$	1,356,639		$	(600,125)		$	864,408		$	1,620,922

(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:

	Footnote (4)—Table 2
Year (a)	Average Year End Fair Value of Equity Awards Granted in the Year (b)			Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards at Year End (c)			Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (d)			Total Average Equity Award Adjustments (e)
2023		$	677,608		$	292,321		$	586,423		$	1,556,352
2022		$	1,057,612		$	103,466		$	(256,024)		$	905,055
2021		$	1,466,176		$	1,138,403		$	239,315		$	2,843,894
2020		$	743,011		$	120,704		$	693		$	864,408

(5)

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 each of the four years shown in the Pay Versus Performance table, the compensation “actually paid” (“CAP”) to our PEOs and average CAP to our other NEOs is higher than the amounts shown in the Summary Compensation Table, primarily due to the fact that the price of the common stock generally increased after the applicable equity award grant dates, other than for certain awards granted in 2023 and valued at year end 2023. Accordingly, the value of our equity awards at vest and the value of unvested awards was generally higher than the value at grant shown in the Summary Compensation Table. This stock price increase is aligned with increases in Axcelis’ net income and revenue, as shown in the Pay Versus Performance table. This strong performance is also seen in the outperformance of our cumulative shareholder return to that of the SOXX Index in 2021, 2022 and 2023.

Our stock price increased by more than 500% from year end 2019 to year end 2023. This stock price increase reflected a 138% increase in our revenues from 2020 to 2023, a 393% increase in our

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net income from 2020 to 2023. Our 2023 revenues and net income increased by 23% and 34%, respectively, from 2022. In line with this strong financial performance and stock price increase, the CAP for each of Ms. Puma and Dr. Low for the four years shown represents more than 100% of their total compensation in the Summary Compensation Table. The same is true with respect to the average non-PEO NEO CAP for each of the four years shown. Accordingly, the above-target compensation in these four years, calculated as CAP per SEC regulation, is reflective of robust growth in revenues, net income, and stock price over the period.

The three most important financial measures that impact realized executive compensation at Axcelis are:

		Revenues
		Operating Profit
		Gross Margin

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

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Outstanding Equity Awards at Fiscal ~~2015~~2023 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		27,633		$	3,583,756		12,018		$	1,558,614
James G. Coogan		5,891		$	764,004		—		$	—
Mary G. Puma		55,402		$	7,185,137		12,018		$	1,558,614
Kevin J. Brewer		5,279		$	684,634		3,005		$	389,718
Lynnette C. Fallon		17,423		$	2,259,589		2,700		$	350,163
Gregory F. Redinbo		11,451		$	1,485,080		2,404		$	311,775
Gerald M. Blumenstock		4,182		$	542,364		—		$	—

(1)

None of the NEOs held ~~unvested restricted~~options to acquire securities of the Company stock ~~or restricted stock units as of~~at December 31, ~~2015.~~

Option Awards

Number of
Securities
Underlying
Unexercised

Number of
Securities
Underlying
Unexercised

Name

Options (#)
Exercisable

Options (#)
Unexercisable

Option Exercise
Price ($)

Option Expiration
Date
Mary G. Puma

250,000 0 $ 0.70 11/17/2018
250,000 0 $ 1.16 11/16/2019
250,000 0 $ 1.60 7/15/2020
250,000 0 $ 1.60 7/15/2021
(1)
187,500 62,500 $ 0.93 7/16/2019
250,000 0 $ 1.99 7/15/2020
(2)
75,000 225,000 $ 1.80 7/15/2021
(3)
- 300,000 $ 3.01 7/15/2022
Kevin J. Brewer

125,000 0 $ 1.16 11/16/2019
150,000 0 $ 1.60 7/15/2020
150,000 0 $ 1.60 7/15/2021
(1)
112,500 37,500 $ 0.93 7/16/2019
225,000 0 $ 1.99 7/15/2020
(2)
56,250 168,750 $ 1.80 7/15/2021
(3)
- 225,000 $ 3.01 7/15/2022
William Bintz

17,000 0 $ 4.78 1/3/2016
5,000 0 $ 6.39 5/15/2017
100,000 0 $ 1.16 11/16/2019
150,000 0 $ 1.60 7/15/2020
150,000 0 $ 1.60 7/15/2021
(1)
37,500 37,500 $ 0.93 7/16/2019
300,000 0 $ 1.99 7/15/2020
(2)
50,000 150,000 $ 1.80 7/15/2021
(3)
- 200,000 $ 3.01 7/15/2022
John E. Aldeborgh

(4)
100,000 100,000 $ 1.27 1/15/2020
350,000 0 $ 1.99 7/15/2020
(2)
50,000 150,000 $ 1.80 7/15/2021
(3)
- 200,000 $ 3.01 7/15/2022
Lynnette C. Fallon

125,000 0 $ 1.16 11/16/2019
125,000 0 $ 1.60 7/15/2020
150,000 0 $ 1.60 7/15/2021
(1)
112,500 37,500 $ 0.93 7/16/2019
75,000 0 $ 1.99 7/15/2020
(2)
37,500 112,500 $ 1.80 7/15/2021
(3)
- 150,000 $ 3.01 7/15/2022

~~(1)~~: ~~Assuming continued employment, the unexercisable options will become exercisable as to the unvested shares on July 16, 2016.~~

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~~(2)~~: ~~Assuming continued employment, the unexercisable options will become exercisable as to one third~~2023. All of the ~~unexercisable shares on each~~NEOs were granted service based RSUs under the Company’s 2012 Equity Incentive Plan in 2023, and all of ~~July 15, 2016, 2017~~the NEOs other than Mr. Coogan and ~~2018.~~
~~(3)~~: ~~Assuming continued employment,~~Mr. Blumenstock were granted service based RSUs in prior years. All of the ~~unexercisable options will become exercisable~~service based RSUs granted to NEOs vest as to 25% of the ~~unexercisable~~ shares on each of ~~July 15, 2016, 2017, 2018 and 2019.~~
~~(4)~~: ~~Assuming continued employment, 50,000~~the first four anniversaries of the ~~unexercisable options will become exercisable on~~date of grant, assuming continuation of employment. In addition, each of ~~January~~the NEOs other than Mr. Coogan, Dr. Redinbo, and Mr. Blumenstock, were granted PRSUs on May 16, 2022 that were subject to the achievement of performance goals, 135% of which were earned. Half of these 2022 PRSUs vested in February 2023 and the remaining 50% of the 2022 PRSUs vested on February 28, 2024, 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, 2023 was determined by multiplying the number of shares by the closing price on December 29, 2023 (the last trading day of the year) of $129.69.

(3)

Each of the NEOs other than Mr. Coogan and Mr. Blumenstock were granted PRSUs under the Company’s 2012 Equity Incentive Plan on May 15, ~~2016~~2023 that could be earned based on the achievement of 10 performance goals, each weighted 15%. The shares shown in the chart represent the target shares for these grants, assuming the achievement of the performance goals totaling 100%. In February 2024, the Compensation Committee determined that 135% of the 2023 performance RSUs were earned. In accordance with the terms of the grant, 50% of the earned 2023 PRSUs vested on February 28, 2024, except in the case of Ms. Puma and ~~2017.~~

Mr. Brewer, who received 100% of their earned 2023 PRSUs. The unvested earned 2023 PRSUs will vest on February 28, 2025, assuming continuation of employment, except in the case of Mr. Lawson, who may retire prior to that date without affecting his vesting. See “Long-Term Equity Incentive Compensation—2023 Equity Grants” in “2023 Compensation Discussion and Analysis”above.

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Option Exercises and Stock Vested During Fiscal ~~2015~~

2023

	Stock Awards (1)
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (2)
Russell J. Low		20,050		$	2,594,376
James G. Coogan		—		$	—
Mary G. Puma		70,857		$	9,169,619
Kevin J. Brewer		35,308		$	4,476,238
Lynnette C. Fallon		18,667		$	2,416,326
Gregory F. Redinbo		3,849		$	629,098
Gerald M. Blumenstock		—		$	—

(1)

None of the NEOs ~~acquired shares on vesting~~exercised options to acquire securities of ~~stock awards in 2015.~~

Option Awards

Name
Number of Shares
Acquired on Exercise (#)

Value Realized
on Exercise ($) (1)
Mary G. Puma
0
Kevin J. Brewer
125,000 $286,997
William Bintz
85,000 $159,535
John E. Aldeborgh
0
Lynnette C. Fallon
125,000 $307,500

the Company during the year ended December 31, 2023.

~~(1)~~

(2)

Represents ~~the difference between~~ the closing market price of ~~the underlying shares~~Axcelis common stock on the date of ~~exercise and~~vesting (or if the ~~exercise price of~~vesting date is not a trading day, on the ~~option,~~next trading day after the vesting date) multiplied by the number of ~~options exercised.~~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 ~~exercise~~vesting will depend on the market values of the ~~Company's~~Company’s common stock at the time the NEO disposes of such shares.

Payments on Termination or Change of Control

Employment Agreement with ~~Ms. Puma.~~ ~~The Company has had an~~Dr. Low. Under his Employment Agreement, with Ms. Puma since November 2007 that provides for a one-year term of employment at a minimum annual base salary of $500,000 and an annual target incentive compensation opportunity of 100% of base salary. Ms. Puma's rate of pay in 2015 was $550,000, which was implemented on Compensation Committee approval in January 2013. Ms. Puma's base salary and incentive opportunities may be subject to future adjustment by the Board, but not below the minimum levels in her Employment Agreement, unless mutually agreed.

The term of Ms. Puma's agreement automatically renews on a year-to-year basis unless one party notifies the other that the agreement will not be extended. Such notice must be sent within a 60 day window period beginning 180 days prior to the next anniversary of the effective date. The agreement also provides that Ms. Puma will participate in the ~~Company's equity compensation plans, the 401(k) savings plan and the welfare benefit plans that we sponsor.~~

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~~In the~~ event ~~Ms. Puma's~~Dr. Low’s employment is terminated ~~prior to~~either (i) by the ~~end of the term of the Employment Agreement~~Company for reasons other than cause, death, disability or ~~in the event of~~(ii) by a voluntary resignation ~~without "good reason" (as~~by Dr. Low with “good reason” (as defined in the Employment Agreement), ~~she~~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 ~~her annual~~his monthly base salary and ~~two times an~~a monthly annual bonus amount, determined in accordance with the agreement. For this purpose, ~~Ms. Puma's annual~~Dr. Low’s monthly bonus compensation ~~will be her current~~equals his then effective annual base salary, divided by 12 and multiplied by the greater of (a) the percentage of ~~her~~his annual base salary that ~~she~~he actually received as a bonus for the prior fiscal year or (b) 25% of ~~her~~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, 2023:

Estimated Payments under the Low Employment Agreement if due at December 31, 2023
Lump sum cash payment (1)	Value of accelerated vesting on equity awards (2)			18 months of COBRA premiums for health coverage (3)			Total
$3,151,757		$	2,577,331		$	52,064		$	5,781,152

(1)

This amount represents 24 months of Dr. Low’s base salary at the highest rate in effect in the year preceding December 31, 2023 plus 24 months of a monthly bonus amount as specified in Dr. Low’s Employment Agreement. The monthly rate of annual base salary ($45,861) and monthly bonus amount ($85,462) were calculated using his annual base salary of $550,333 in effect at December 31, 2023, and the 2022 Axcelis Management Incentive Plan bonus percentage of 186.4%, as specified in Dr. Low’s Employment Agreement. The lump sum cash payment above would be due within 30 days of termination.

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(2)

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 2023 ($129.69). 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 2024 for Dr. Low’s coverage elections. Actual COBRA rates will change on January 1, 2025.

2023 Amended and Restated Employment Agreement with Ms. Puma. The 2023 Puma Agreement provides for Ms. Puma’s compensation for services through July 2025, but does not provide for separation pay unless terminated by the Company without cause or by Ms. Puma with good reason prior to July 31, 2025. In such case, the main component of the separation pay is the amount remaining to be paid under the agreement through July 31, 2025. Ms. Puma would receive a cash separation pay equal to her base salary for the remaining period, her target payout under the 2023 and 2024 AMI to the extent not paid (Ms. Puma’s target under the 2024 AMI only considers her base pay earned as Executive Chairperson), and a pro-rated 2024 PRSU for the period in which she serves as Executive Chairperson. Under the 2023 Puma Agreement, Ms. Puma 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 Ms. Puma under her Employment Agreement if a qualifying termination occurred on December 31, ~~2015:~~

2023:

Estimated Payments under the Puma Employment Agreement if due at December 31, 2023
Lump sum cash payment (1)	Value of accelerated vesting on equity awards (2)			18 months of COBRA premiums for health coverage (3)			Total
$2,001,923		$	3,970,113		$	37,971		$	6,010,007

Lump sum cash payment (1)

Value of accelerated
vesting on equity
awards (2)

18 months of COBRA
premiums for health
coverage (3)

Total
$1,375,000
$ 281,500 $ 38,316 $ 1,694,816

(1)

This amount represents ~~24 months~~the remainder of Ms. ~~Puma's annual~~Puma’s base salary due under her 2023 Employment Agreement through July 31, 2025 plus the Axcelis Management Incentive Plan for 2023 and 2024 paid at the highest rate in effect in the year preceding December 31, 2015 plus 24 months of the minimum bonus amount specified in the agreement (25% of her annual base salary). The monthly rate of annual base salary ($45,833) and monthly bonus amount ($11,458) were calculated using her 2015 annual base salary of $550,000.target, as determined under Ms. Puma’s 2023 Employment Agreement. The lump sum cash payment above would be due within 30 days of termination.

(2)

This amount reflects a valuation of the acceleration of Ms. ~~Puma's~~Puma’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 ~~2015~~2023 ($~~2.59)~~129.69). ~~The~~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 Ms. Puma on ~~exercise~~the sale of ~~options~~shares issued on accelerated restricted stock units will depend on the market values at the time of such transactions.

(3)

Ms. ~~Puma's employment agreement~~Puma’s 2023 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 ~~2016~~2024 for Ms. ~~Puma's~~Puma’s coverage elections. Actual COBRA rates will change on January 1, ~~2017.~~2025.

Executive Officer Separation Pay Agreements. In ~~March 2015,~~May 2019, the Compensation Committee approved the execution of ~~separation pay agreements~~Executive Separation Pay Agreements with each of the NEOs other than ~~Ms. Puma.~~the CEO (the “Executive Separation Pay Agreements”). Each of the NEOs in office in 2019 received an

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agreement at that time, and Dr. Redinbo received one in 2022 on his promotion to an executive officer. The Company provided each of Mr. Blumenstock and Mr. Coogan with an Executive Separation Pay Agreement on commencement of employment with the Company in 2023. These Executive Separation Pay Agreements ~~are dated as of March 5, 2015, and~~ provide that in the event of a termination without cause, the executive will continue to receive base salary for 12 ~~months of base pay, payable on a payroll basis.~~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 ~~this Agreement~~the agreement in the event that (i) the ~~Executive's~~executive’s employment is terminated by the Company for cause or due to ~~Executive's~~executive’s death or disability, or (ii) the ~~Executive~~executive resigns from employment, regardless of the reason(s) for such resignation. ~~These agreements expire on March 5, 2020.~~ The following table

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sets forth the separation pay that would have been due to these NEOs under ~~each of~~ their respective Executive Separation Pay Agreements if a qualifying termination occurred on December 31, ~~2015:~~

2023. Although Mr. Coogan and Mr. Blumenstock are parties to Executive Separation Pay Agreements, they would not have been entitled to a payout at December 31, 2023 because they had not been employed by the Company for a year at that time.

Estimated Payments under the Executive Separation Pay Agreements if due at December 31, 2023
	Cash Separation Pay (1)			Value of transition assistance (2)			12 months of COBRA premiums for health coverage (3)			Total
Kevin J. Brewer		$	415,000		$	15,000		$	25,314		$	455,314
Lynnette C. Fallon		$	375,000		$	15,000		$	25,314		$	415,314
Gregory F. Redinbo		$	310,000		$	15,000		$	34,709		$	359,709

Cash Separation Pay (1)

Value of
transition
assistance (2)

12 months of COBRA
premiums for health
coverage (3)

Total
Kevin J. Brewer
$ 350,000 $ 15,000 $ 26,019 $ 391,019
William Bintz
$ 330,000 $ 15,000 $ 26,019 $ 371,019
John E. Aldeborgh
$ 330,000 $ 15,000 $ 26,019 $ 371,019
Lynnette C. Fallon
$ 320,000 $ 15,000 $ 26,019 $ 361,019

(1)

This amount represents 12 months of the ~~NEO's~~NEO’s annual base salary in effect on December 31, ~~2015.~~2023. This amount would be paid in 26 bi-weekly ~~installments~~

installments.

(2)

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~~executive to provide assistance that meets the needs of the ~~Executive,~~executive, and will offer support in accordance with the ~~Company's~~Company’s practices for executive terminations generally.

(3)

The Executive Separation Pay Agreements provide that the Company will pay for up to 12 months of COBRA premiums. This amount represents 12 months of 2024 COBRA premiums ~~in effect during 2016~~ for the ~~executive's~~executive’s coverage ~~elections.~~elections for 2023. Actual COBRA rates will change on January 1, 2025.

Change of Control Agreements. ~~The Company has entered into~~ Each of the NEOs is a party to a Change of Control Agreement with ~~each~~the Company. None of the currently effective agreements have an indemnification or gross up for excise taxes. This is consistent with our ~~executive officers, including our NEOs,~~2014 governance policy against any new commitments to ~~provide that severance compensation will be paid in a lump sum within 30 days~~reimburse excise taxes due on change of ~~a covered termination following a change in~~ control ~~as defined in~~payouts under Sections 280G and 4999 of the ~~agreement. These~~Internal Revenue Code. See “Corporate Governance—Governance Policies,” above.

The Change of Control Agreements provide that ~~executive officers~~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 ~~three years~~a period of ~~that~~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 ~~without~~by the executive with good reason. ~~Under the Change of Control Agreements, "good reason" is generally defined as a material diminution~~“Good reason” includes an adverse change in the ~~executive's authority,~~executive’s role or position; a ~~material~~ reduction in the executive’s base ~~pay~~salary; or a material change in geographic location of the ~~executive's~~executive’s job. A ~~"change~~ “change

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of ~~control"~~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~~Company’s shares immediately prior to the transaction hold less than ~~75%~~a majority of the shares outstanding after the transaction.

~~Severance~~ Under the Change of Control Agreements, severance compensation consists of a cash payment equal to ~~three times~~a multiple of the ~~executive's~~executive’s annual base salary and ~~average~~ annual bonus as of the date of termination. ~~For this purpose, an executive's average annual bonus is his or her current cash bonus opportunity multiplied by the average of the individual performance scores given to the executive~~The multiple in ~~the last three years, assuming a target payout based on company metrics. In addition, all unvested RSUs~~Ms. Puma’s and ~~options held by the executive will vest in full, and options will remain outstanding and exercisable until their expiration in accordance with the applicable award agreement.~~

~~The~~Dr. Low’s Change of Control Agreements ~~provide for a non-competition covenant pursuant to which~~is two, while the ~~executive may not to be engaged by, or own, any business competing with any of~~multiple in the ~~businesses conducted by the Company for a period of 12 months following any termination of employment (whether or not following a change of control). The~~other NEOs’ Change of Control Agreements

is 1.5.

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also provide for a non-solicitation covenant whereby the executives may not solicit employees of the Company to leave employment with the Company or solicit or induce customers of the Company to cease doing business with the Company, during the 12 months following any termination of employment (whether or not following a change of control).

Each of our current Change of Control Agreements with our current executive officers provide for a gross-up of any excise tax due under Section 4999 of the Internal Revenue Code and any income tax due on such gross-up payment, as shown in the chart below. The ~~excise taxes~~amounts that would have been due under Section 4999 of the Internal Revenue Code are unpredictable and can have widely divergent and unexpected effects based on an executive's personal compensation history. Therefore, to provide a predictable and equal level of benefit to each of the NEOs without regard to the effect of the excise tax, at the time that we entered into Change of Control Agreements with the NEOs, we determined that it was appropriate to pay the cost of this excise tax plus an amount needed to pay income taxes due on such additional payment. Such provisions were consistent with market practice at the time that we entered intoNEO under the Change of Control Agreements ~~with our NEOs.~~

These Change of Control Agreements have a rolling three year term, and may be terminated by notice sent 60 days or more before the anniversary date of the agreement each year. If such notice is sent, the Change of Control Agreement would expire on the third anniversary date following the notice of termination.

~~As noted above under "~~~~Corporate Governance—Governance Polices,~~~~" consistent with our commitment to strong corporate governance and responsiveness to our stockholders,~~ in 2014 the Board of Directors adopted a new governance policy against tax gross-up arrangements, which provides that no future change of control agreement with any future executive officer of the Company, shall include a gross-up in respect of any excise or other tax due in respect of severance compensation, including pursuant to Sections 280G and 4999 of the Internal Revenue Code.

~~The amounts due to each named executive officer under the Change of Control Agreements~~effect at December 31, 2023, in the event that a change of control and termination occurred on ~~December 31, 2015~~that date, are set forth in the table below:

Estimated Payments under the Change of Control Agreements if due at December 31, 2023
Name	Lump sum cash payment (1)			Value of accelerated vesting on equity awards (2)			Total
Russell J. Low		$	2,751,665		$	2,577,331		$	5,328,996
James G. Coogan		$	1,576,250		$	764,004		$	2,340,254
Mary G. Puma		$	3,345,000		$	3,970,113		$	7,315,113
Kevin J. Brewer		$	1,400,625		$	706,482		$	2,107,107
Lynnette C. Fallon		$	1,125,000		$	1,076,230		$	2,201,230
Gregory F. Redinbo		$	930,000		$	546,660		$	1,476,660
Gerald M. Blumenstock		$	975,000		$	542,364		$	1,517,364

Estimated Payments under the Change of Control Agreements if due at December 31, 2015

Name

Lump sum cash
payment (1)

Value of
accelerated
vesting on equity
awards (2)

Excise tax due
under IRC 280G,
plus gross-up
amount (3)

Total
Mary G. Puma

$
4,004,000
$
281,500
$
2,085,766
$
6,371,266
Kevin J. Brewer

$
1,921,500
$
195,564
$
960,425
$
3,077,489
William Bintz

$
1,811,700
$
180,750
$
794,175
$
2,786,625
John E. Aldeborgh

$
1,782,000
$
250,500
$
902,320
$
2,934,820
Lynnette C. Fallon

$
1,776,000
$
151,125
$
867,664
$
2,794,789

(1)

This amount ~~which is due within 30 days of termination,~~ represents separation pay equal to (A) ~~three times~~a multiple of (i) the ~~NEO's~~executive’s current annual base salary plus ~~an average~~(ii) a target bonus amount, ~~based on past performance~~

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~~assessments,~~ and (B) the ~~amount earned but unpaid, if any, under~~executive’s target AMI for 2023, prorated for the ~~2015 Axcelis Management Incentive Plan. See "~~~~Annual Cash Incentive~~"months worked during the year. Since termination for all NEOs is assumed at year end, the 2023 AMI targets have not been prorated. The multiple is 2, in "~~2015 Compensation Discussion~~the case of Dr. Low and ~~Analysis."~~

Ms. Puma, and 1.5, in the case of the other NEOs.

(2)

These amounts reflect a valuation of the acceleration of all of the ~~NEO's~~NEO’s outstanding ~~equity~~unvested RSU awards using the ~~methodology prescribed under IRC Section 280G, which provides for an excise tax on certain change~~value of ~~control payments. This valuation is based on~~ the closing price of our common stock on the last trading day of ~~2015~~2023 ($~~2.59)~~129.69) 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 ~~exercise~~the sale of ~~options~~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.

(3)

The Change of Control Agreement with each NEO provides ~~for a reimbursement of~~that the lump sum cash value should be reduced by an amount needed to avoid the excise ~~taxes incurred~~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, 2023, Dr. Low, Mr. Coogan, Dr. Redinbo and Mr. Blumenstock would be subject to excise taxes under IRC Section 4999 if they received the full payout in the table , for which they would be personally liable. In each NEO’s case, the amount of the ~~Code, which amount is grossed up to cover income taxes~~excise tax due on ~~such reimbursement.~~the full payout is less than the amount the payout would need to be reduced to avoid the tax, so the amount in the table is the full payout without adjustment.

Ratio of CEO Pay to Median Employee Pay

Dr. Low’s total 2023 compensation was $ 4,135,438, as determined for the purposes of the “Executive Compensation—2023 Summary Compensation Table” above. This amount was approximately

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48 times the total 2023 compensation of the median Axcelis employee selected in 2023, calculated on the same basis. We identified our 2023 median employee starting with the annual full-time rate of pay for all employees (excluding Dr. Low) on November 30, 2023. As appropriate, we reduced the pay of regular part-time employees to reflect their schedules. Since annual salary/full time rate was used as the selection factor, no adjustment was needed for newly hired full time employees in 2023. No adjustment was made for temporary leaves of absence in 2023. The ~~amounts shown~~2023 median employee’s 2023 compensation, calculated on the basis required for the Summary Compensation Table, was $86,009.

Since other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in ~~this column represent amounts due to taxing authorities and will~~calculating their own pay ratios, the pay ratios reported by other companies may not be ~~retained~~comparable to the pay ratio reported above.

***

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Appendix A

CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
AXCELIS TECHNOLOGIES, INC.

It is hereby certified that:

The name of the corporation (hereinafter called the “Corporation”) is Axcelis Technologies, Inc. The name under which the Corporation was originally incorporated is Eaton Semiconductor Equipment Inc. The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on December 21, 1995. A Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 1, 2017.

The Restated Certificate of Incorporation filed on November 1, 2017 is hereby amended to replace the existing heading of Article 10 and the existing Article 10.1 with the following:

10. Liability of Directors and Officers; Indemnification.

10.1. The personal liability of the directors and officers of the Corporation is hereby eliminated to the fullest extent permitted by Section 102(b)(7) of the ~~executive.~~

InDGCL, as the ~~event any NEO receives payment under his~~same may be amended and supplemented. Without limiting the generality of the foregoing, no director or ~~her Change of Control Agreement,~~officer shall be personally liable to the ~~NEO will not receive amounts and benefits due under his or Executive Separation Pay Agreement, or in~~Corporation (in the case of ~~Ms. Puma, her Employment Agreement, unless such amount is in excess~~directors) or any of its stockholders (in the case of directors and officers) for monetary damages for breach of fiduciary duty as a director or officer, except for liability (i) for any breach of the ~~amount paid~~director’s or officer’s duty of loyalty to the ~~NEO under~~Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) (in the ~~Change~~case of ~~Control Agreement.~~

~~****~~

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~~Annex A~~

~~AXCELIS TECHNOLOGIES, INC.~~
~~2012 EQUITY INCENTIVE PLAN~~

As approved by the Shareholders on May 2, 2012, May 14, 2013, May 13, 2014, and May 13, 2015, and as further amended by the Board of Directors on February 11, 2016, and as proposed for approval by the Stockholders on May 4, 2016

~~1. Purpose~~.

~~The purpose~~directors) pursuant to Section 174 of the ~~Axcelis Technologies, Inc. 2012 Equity Incentive Plan (the "Plan") is~~DGCL, or (iv) for any transaction from which the director or officer derived an improper personal benefit. No amendment to, ~~attract and retain persons who are expected~~repeal of or elimination of this provision shall apply to ~~make important contributions to~~or have any effect on the ~~Company and its Affiliates, to provide an incentive for them to achieve the Company's goals, and to enable them to participate in the growth~~liability or alleged liability of any director or officer of the ~~Company by granting Awards with respect to the Company's Common Stock. Certain capitalized terms used herein are defined in Section 7 below.~~

~~2. Administration~~.

The Plan shall be administered by the Committee; provided, that the Board may in any instance perform any of the functions of the Committee hereunder. The Committee shall have authority to adopt, alter and repeal such administrative rules, guidelines and practices governing the operation of the Plan as it shall from time to time consider advisable, and to interpret the provisions hereof inCorporation for or its discretion. The Committee's determinations hereunder shall be final and binding. The Committee may, subject to applicable law, delegate to one or more Executive Officers of the Company the power to make Awards to Participants who are not Reporting Persons or Covered Employees and all determinations hereunder with respect thereto, provided that the Committee shall fix the maximum number of shares that may be subject to such Awards.

~~3. Eligibility~~.

All directors and all employees and consultants of the Company or any Affiliate capable of contributing to the successful performance of the Company, other than any person who has irrevocably elected not to be eligible, are eligible to be Participants in the Plan.

~~4. Stock Available for Awards~~.

~~(a)~~ ~~Amount.~~ ~~Subject to adjustment under subsection 4(b), up to an aggregate of [15,050,000 or such lesser amount as may be approved by the Chief Executive Officer]~~

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~~shares of Common Stock may be issued pursuant to Awards, including Incentive Stock Options, under the Plan. For the purposes of counting shares hereunder:~~

i.: ~~The number of shares issued as, or upon settlement of, any Award other than an Option or Stock Appreciation Right shall be multiplied by 1.5;~~
~~ii.~~: Outstanding shares tendered by the Participant to pay for the exercise of an Option or Stock Appreciation Right, shares repurchased in the open market by the Company, and shares that are withheld by the Company to satisfy the exercise or tax withholding obligation upon exercise or vesting of an Award may not be netted out against shares of Common Stock issued pursuant to Awards hereunder;
~~iii.~~: Shares subject to any Award granted under this Plan that are not issued because the Award expires, is terminated unexercised or is forfeited, in whole or in part, may be subject to new Awards without being deemed to exceed such maximum amount;
~~iv.~~: Shares that are not issued under an award that is outstanding under the 2000 Stock Plan as of May 2, 2012 because such award expires, is terminated unexercised or is forfeited may be subject to new Awards under this Plan (other than Incentive Stock Options), without being deemed to exceed such maximum amount; and
v.: ~~Shares issued under this Plan as a result of the assumption or substitution of outstanding grants from an acquired company shall not be deemed to exceed such maximum amount.~~

~~Shares issued under the Plan may consist of authorized but unissued shares or treasury shares~~

~~(b)~~ ~~Adjustments.~~ Upon any equity restructuring, whether a stock dividend, recapitalization, split-up or combination of shares, or otherwise, the number of shares in respect of which Awards may be made under the Plan, the number of shares subject to outstanding Awards, the exercise, purchase or conversion priceapplication with respect to any Award, and the limit on individual grants in subsection 5(c) shall be proportionately adjusted, provided that the number of shares subject to any Award shall always be a whole number. In the event the Committee determines that any other reorganization, recapitalization, merger, spin-offacts or other corporate transaction affects the Common Stock such that an adjustment is required in order to preserve the benefits intended to be provided by the Plan, the Committee shall equitably adjust any or all of the number and kind of shares in respect of which Awards may be made under the Plan, the number and kind of shares subject to outstanding Awards, the exercise, purchase or conversion price with respect to any Award, and the limit on individual grants in subsection 5(c), provided that the number of shares subject to any Award shall always be a whole number. If

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considered appropriate, the Committee may make provision for a cash payment with respect to all or part of an outstanding Award instead of or in addition to any such adjustment. Any adjustment made pursuant to this subsection shall be subject, in the case of Incentive Stock Options, to any limitation required under the Code.

~~5. Awards under the Plan~~.

~~(a)~~ ~~Types of Awards.~~ The Committee may grant Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Stock Equivalents, and Awards of shares of Common Stock that are not subject to restrictions or forfeiture. The effectiveness of any such grant may be conditioned on the passage of time, the achievement of any Performance Goals, or the happening of any other event.

~~(b) Terms and Conditions of Awards.~~

~~(i)~~ ~~Participants; Terms.~~ The Committee shall select the Participants to receive Awards and determine the terms and conditions of each Award. Without limiting the foregoing but subject to the other provisions of the Plan and applicable law, the Committee shall determine (A) the number of shares of Common Stock subject to each Award or the manner in which such number shall be determined, (B) the price, if any, a Participant shall pay to receive or exercise an Award or the manner in which such price shall be determined, (C) the time or times when an Award may vest or be exercised, settled, or transferred, (D) any Performance Goals, restrictions or other conditions to vesting, exercise, settlement, or transferability of an Award, (E) whether an Award may be settled in the form of cash, Common Stock or other securities of the Company, Awards or other property, and the manner of calculating the amount or value thereof, (F) the duration of any Restricted Period or any other circumstances in which an Award may be forfeited to the Company, (G) the effect on an Award of the disability, death, retirement or other termination of employment or other service of a Participant, and (H) the extent to which, and the period during which, the Participant or the Participant's legal representative, guardian or Designated Beneficiary may receive payment of an Award or exercise rights thereunder. Except as otherwise provided hereby or in a particular Award, any determination or action with respect to an Award may be made or taken by the Committee at the time of grant or at any time thereafter.

~~(ii)~~ ~~Options and Stock Appreciation Rights.~~ Incentive Stock Options may only be granted to persons eligible to receive such Options under the Code. The exercise price for any Option or Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock on the Date of Grant; provided that Options granted in substitution for options granted by a former employer to persons who become eligible to receive Awards hereunder as a result of a transaction described in Section 424(a) of the Code may, consistent with such Section, have a lower exercise price. No Option or Stock Appreciation Right shall have a term longer than seven (7) years. No Incentive Stock Option may be granted more than ten years after the Effective Date. The Committee shall

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~~determine the manner of calculating the excess in value of the shares of Common Stock over the exercise price of a Stock Appreciation Right.~~

~~(iii)~~ ~~Restricted Stock and Restricted Stock Units.~~ Shares of Restricted Stock and shares subject to Restricted Stock Units may not be sold, assigned, transferred, pledged or otherwise encumbered, except as permitted by the Committee, during the applicable Restricted Period. Restricted Stock Units may be settled in shares of Common Stock or cash as determined by the Committee.

~~(iv)~~ ~~Minimum Vesting Requirements.~~ ~~Notwithstanding Sections 5(b)(i) or Section 6(e), with respect to Awards to Executive Officers:~~

(A) vesting, settlement, or lapse of forfeiture restrictions that is solely based on continued employment, service or the passage of time shall occur (A) with respect to no more than one-third of the shares subject to such Award per year and (B) over not less than four years from the date of grant with respect to the full number of shares subject to such Award; and

~~(B) vesting, settlement, or lapse of forfeiture restrictions that is based on the achievement of Performance Goals shall occur based on a Performance Period of at least one year;~~

provided that the foregoing limitations shall not (1) apply to vesting, settlement, or lapse of forfeiture restrictions in connection with the termination of employment or other service of a Participant by the Company or due to the Participant's disability, death or retirement nor (2) preclude the Committee from (x) exercising its discretion to accelerate the vesting of any Award upon a Transaction as contemplated by Section 5(b)(viii), (y) establishing a shorter vesting schedule for consultants or newly-hired employees, or (z) establishing a shorter schedule for vesting, settlement, or lapse of forfeiture restrictions on Awards that are granted in exchange for or in lieu of the right to receive the payment of an equivalent amount of salary, bonus or other compensation.

~~(v)~~ ~~Payment of Exercise Price.~~ The Committee shall determine the form of consideration and manner of payment of the exercise price, if any, of any Award. Without limiting the foregoing, the Committee may, subject to applicable law, permit such payment to be made in whole or in part in cash or by surrender of shares of Common Stock (which may be shares retained from the respective Award or any other Award) valued at their Fair Market Value on the date of surrender, or such other lawful consideration, including a payment commitment of a financial or brokerage institution, as the Committee may determine. The Company may accept, in lieu of actual delivery of stock certificates, an attestation by the Participant in form acceptable to the Committee that he or she owns of record the shares to be tendered free and clear of claims and other encumbrances.

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~~(vi)~~ ~~Dividends.~~ In the discretion of the Committee, any Award may provide the Participant with dividends or dividend equivalents payable (in cash, in shares of Common Stock, or in the form of Awards under the Plan) currently or deferred and with or without interest ; provided that any dividend paid or issued with respect to any portion of an Award of Restricted Stock and any dividend equivalent paid or issued with respect to any portion of any other Award shall be subject to the same restrictions (including risk of forfeiture) as such Restricted Stock or other Award, respectively, until the end of the respective Restricted Period or such portion has otherwise vested.

~~(vii)~~ ~~Termination and Forfeiture.~~ The terms of any Award may include such continuing provisions for termination of the Award and/or forfeiture or recapture of any shares, cash or other property previously issued pursuant thereto relating to competition or other activity or circumstances detrimental to the Company as the Committee may determine to be in the Company's best interests. Without limiting the foregoing, the terms of any Award shall be subject to, and shall be deemed automatically amended to incorporate, any "clawback," "recapture," or similar policy adopted by the Company and in effect before or after the grantomissions of such ~~Award.~~

~~(viii)~~ ~~Certain Extraordinary Transactions.~~ ~~The Committee may in its discretion provide, at the time of grant~~director or at any time thereafter, that in the case of any recapitalization, stock acquisition, merger, consolidation or other form of corporate transaction in which a company other than the Company is the surviving, continuing, successor or purchasing entity (a "Transaction"), the surviving, continuing, successor or purchasing entity or a parent or subsidiary of such entity may, without the consent of the Participant, assume the Company's rights and obligations under any Award or portion thereof outstanding immediately before the Transaction or substitute for any such outstanding Award or portion thereof a substantially equivalent award with respect to such entity's own stock or other property or cash, in either case with equitable adjustments in the number and type of shares or other assets subject to the Awards and the exercise, purchase or conversion price with respect to any Award, in light of the consideration received by the Company's stockholders in the Transaction. Any such Award that is not so assumed or substituted for shall terminate upon the consummation of such Transaction on such terms, if any, as the Committee shall provide. Notwithstanding the foregoing, if the stockholders of the Company receive consideration that is all or predominantly cash in exchange for their shares of common Stock in a Transaction, then, in order to preserve the Participants' rights under outstanding Awards, the Committee shall, without the need for consent of any Participant, either (A) cause any unexercisable or unvested portion of an Award outstanding immediately before the Transaction to become fully exercisable and vestedofficer occurring prior to such ~~Transaction (but effective only on consummation~~amendment, repeal or elimination. If the DGCL is amended to permit further elimination or limitation of the ~~Transaction), and any Options and Stock Appreciation Rights that have not been exercised as~~personal liability of directors or officers, then the liability of a director or officer of the ~~consummation of the Transaction~~Corporation shall ~~thereupon terminate~~be eliminated or ~~(B) provide for payment~~limited to the Participant of cash, stock of another entity party to the Transaction, or other property with a Fair Market Value equal to the amount, if any, that would have been received upon the vesting, exercise, settlement, or

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transferability of the Award had any unexercisable or unvested portion of the Award become fully exercisable and vested and the Award been exercised or paid in connection with the Transaction, reduced (but not below zero) by the exercise or purchase price per share, if any, under such Award, whereupon the Award shall terminate. If any portion of such consideration may be received by Company's stockholders in the Transaction on a contingent or delayed basis, the Committee may, in its sole discretion, determine such Fair Market Value per share as of the time of the Transaction on the basis of the Committee's good faith estimate of the present value of the probable amount of future payment of such consideration.

In the event of a recapitalization, stock acquisition, merger, consolidation or other form of corporate transaction in which the Company is the surviving, continuing, successor or purchasing entity, the Committee may make equitable adjustments to outstanding Awards pursuant to Section 4(b).

~~(ix)~~ ~~Documentation.~~ Each Award under the Plan shall be evidenced by documentation in the form prescribed from time to time by the Committee and delivered to or executed and delivered by the Participant specifying the terms and conditions of the Award and containing such other terms and conditions not inconsistent with the provisions hereof as the Committee considers necessary or advisable to achieve the purposes of the Plan or to comply with applicable law and accounting principles. Any such documentation may be maintained solely in electronic format.

~~(x)~~ ~~In General.~~ Any Award may be made alone, in addition to, or in relation to any other Award. The terms of Awards of each type need not be identical, and the Committee need not treat Participants uniformly. No Award shall be transferable except upon such terms and conditions and to such extent as the Committee determines, provided that no Award shall be transferable for value and Incentive Stock Options may be transferable only to thefullest extent permitted by the ~~Code. No Award~~DGCL as so amended.

This Amendment to ~~any Participant subject to United States income taxation shall provide for~~ the ~~deferral~~Restated Certificate of ~~compensation that does not comply with Section 409A~~Incorporation of the ~~Code. The achievement or satisfaction of any Performance Goals, restrictions or other conditions to vesting, exercise, settlement, or transferability of an Award shall be determined by the Committee.~~

~~(c)~~ ~~Limit on Individual Grants.~~ The maximum number of shares of Common Stock subject to Options, Stock Appreciation Rights and other Awards intended to satisfy the requirements for "performance-based compensation" within the meaning of Section 162(m) of the Code that may be granted to a ParticipantCorporation has been duly adopted in any fiscal year may not exceed 1,250,000 shares, subject to adjustment under subsection 4(b). In the case of any performance-based Awards settled in cash, no more than $1,000,000 may be paid to any Participantaccordance with ~~respect to any one year of a Performance Period.~~

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~~6. General Provisions~~.

~~(a)~~ ~~Tax Withholding.~~ A Participant shall pay to the Company, or make provision satisfactory to the Committee for payment of, any taxes required by law to be withheld in respect of Awards under the Plan no later than the date of the event creating the tax liability. The Company and its Affiliates may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind due to the Participant under the Plan or otherwise. In the Committee's discretion, the minimum tax obligations required by law to be withheld in respect of Awards may be paid in whole or in part in shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value on the date of retention or delivery.

~~(b)~~ ~~Legal Compliance.~~ The Company shall not be required to issue any shares of Common Stock or take any other action pursuant to the Plan unless the Company is satisfied that all requirements of law, or of any stock exchange on which the Common Stock is then listed, in connection therewith have been or will be complied with, and the Committee may impose any restrictions on the rights of Participants hereunder as it shall deem necessary or advisable to comply with any such requirements.

~~(c)~~ ~~Foreign Nationals.~~ Awards may be made to Participants who are foreign nationals or employed outside the United States on such terms and conditions different from those specified herein as the Committee considers necessary or advisable to achieve the purposes of the Plan or to comply with applicable laws.

~~(d)~~ ~~Awards Not Includable for Benefit Purposes.~~ ~~Awards and other payments received by a Participant pursuant to~~ the provisions of Section 242 of the ~~Plan shall not be included in the determination~~DGCL.

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IN WITNESS WHEREOF, AXCELIS TECHNOLOGIES, INC. has caused this Certificate of benefits under any pension, group insurance or other benefit plan applicable to the Participant which is maintained by the Company or any of its Affiliates, except as may be provided under the terms of such plans or determined by the Board.

~~(e)~~Amendment ~~Exchange and Repurchase of Awards~~.

(i) Subject to clauses (ii) and (iii) below, the Committee may amend, modify or terminate any outstanding Award, including without limitation changing the dates of vesting, exercise or settlement, causing the Award to be ~~assumed~~signed by ~~another entity, and substituting therefor another Award~~its duly authorized officer this day of the same or a different type, provided that the Participant's consent to such action shall be required unless the terms of this Plan or the Award permit such action, the Committee determines that such action is required by law or stock exchange rule, or the Committee determines that the action, taking into account any related action, would not materially and adversely affect the Participant.

(ii) Notwithstanding the attainment of Performance Goals in the case of any Award intended to satisfy the requirements for "performance-based compensation" within the meaning of Section 162(m) of the Code, the Committee may reduce (but not

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~~increase) the amount payable at a given level of performance to take into account additional factors that the Committee may deem relevant.~~

(iii) The foregoing notwithstanding, without further approval of the stockholders of the Company, (A) the Committee shall not authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce the exercise price, (B) no Option or Stock Appreciation Right shall be canceled and replaced with an Award exercisable for Common Stock at a lower exercise price and (C) no Award shall be canceled in exchange for a cash payment from the Company to the Award owner, except under the limited circumstances described above in Section 5(b)(viii) relating to Transactions.

~~7. Certain Definitions.~~~~As used in this Plan:~~

~~"Affiliate" means any business entity in which the Company owns directly or indirectly 50% or more of the total voting power or has a significant financial interest as determined by the Committee.~~

~~"Award" means any award of shares of Common Stock or right with respect to shares described in Section 5(a).~~

~~"Board" means the Board of Directors of the Company.~~

~~"Code" means the Internal Revenue Code of 1986, as amended from time to time, or any successor law.~~

"Committee" means one or more committees appointed by the Board to administer the Plan or a specified portion thereof. Each such committee shall be comprised of not less than two members of the Board who shall meet such criteria as the Board may specify from time to time.

~~"Common Stock" means the Common Stock, $0.001 par value, of the Company.~~

~~"Company" means Axcelis Technologies, Inc.~~, ~~a Delaware corporation.~~

~~"Covered Employee" means a "covered employee" within the meaning of Section 162(m) of the Code.~~

~~"Date of Grant" means the date on which all requirements under applicable law and the Company's certificate of incorporation and bylaws for the effective grant of an Award have been satisfied.~~

"Designated Beneficiary" means the beneficiary designated by a Participant, in a manner determined by the Committee, to receive amounts due or exercise rights of the Participant in the event of the Participant's death. In the absence of an effective

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~~designation by a Participant, "Designated Beneficiary" means the Participant's legal representative.~~

"Effective Date," from time to time, means the most recent date that the Plan was adopted or, if earlier, that it was approved by the stockholders (including approval of the Plan as amended), as such terms are used in the regulations under Section 422 of the Code.

~~"Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, or any successor law.~~

~~"Executive Officer" has the meaning given in Rule 3b-7 under the Exchange Act, or any successor provision.~~

"Fair Market Value" with respect to the Common Stock or other property means the fair market value thereof determined by such methods as shall be established by the Committee from time to time. Unless otherwise determined by the Committee in good faith, the per share Fair Market Value of the Common Stock as of any date shall mean (a) if the Common Stock is then listed or admitted to trading on a national securities exchange, (i) the last reported sale price on such date on the principal national securities exchange on which the Common Stock is then listed or admitted to trading, (ii) if no such reported sale took place on such date, the average of the closing bid and asked prices on such exchange on such date, or (iii) if neither (i) nor (ii) applies, the last reported sale price on the next preceding date on which trading took place, or (b) if the Common Stock is then traded in the over-the-counter market, the average of the closing bid and asked prices on such date, as reported by The Wall Street Journal or other appropriate publication selected by the Committee, for the over-the-counter market.

~~"Incentive Stock Option" means an Option complying with the requirements of Section 422 of the Code or any successor provision and any regulations thereunder.~~

~~"Option" means a right to purchase shares of Common Stock and may be an Incentive Stock Option if specified by the Committee.~~

~~"Participant" means a person selected by the Committee to receive an Award under the Plan.~~

"Performance Goals" means, in the case of Awards intended to satisfy the requirements for "performance-based compensation" within the meaning of Section 162(m) of the Code, one or more objective performance goals established by the Committee, based on one or more of the following criteria: revenue; revenue growth; sales; expenses; margins; net income; earnings or earnings per share; cash flow; stock price; shareholder return; return on investment; return on invested capital, assets, or equity; profit before or after tax; operating profit; operating margin; return on research and development investment; market capitalization; quality improvements; market share;

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cycle time reductions; customer satisfaction measures; strategic positioning or marketing programs; market penetration or expansion; business / information systems improvements; expense management; infrastructure support programs; human resource programs; customer programs; technology development programs; goals relating to acquisitions or divestitures, or any combination of the foregoing, including without limitation goals based on any of such measures relative to peer groups or market indices, and may be particular to a Participant or may be based, in whole or in part, on the performance of the division, department, line of business, subsidiary, or other business unit, whether or not legally constituted, in which the Participant works or on the performance of the Company generally.

~~"Performance Period" means any period of service of at least one year designated by the Committee as applicable to an Award intended to satisfy the requirements for "performance-based compensation."~~

~~"Reporting Person" means a person subject to Section 16 of the Exchange Act.~~

~~"Restricted Period" means any period during which an Award or any part thereof may be forfeited to the Company.~~

~~"Restricted Stock" means shares of Common Stock that are subject to forfeiture to the Company.~~

"Restricted Stock Unit" means the right, subject to forfeiture, to receive the value of a share of Common Stock in the future, payable in the form of cash, Common Stock or other securities of the Company, Awards or other property, and is an unfunded and unsecured obligation of the Company.

~~"Stock Appreciation Right" means the right to receive any excess in value of shares of Common Stock over the exercise price of such right.~~

"Stock Equivalent" means the right to receive payment from the Company based in whole or in part on the value of the Common Stock, payable in the form of cash, Common Stock or other securities of the Company, Awards or other property, and may include without limitation phantom stock, performance units, and Stock Appreciation Rights.

"Termination of employment or other service of a Participant" means the voluntary or involuntary termination of a Participant's employment with the Company or an Affiliate for any reason, including death, disability, retirement or as the result of the divestiture of the Participant's employer or any similar transaction in which the Participant's employer ceases to be the Company or one of its Affiliates. Whether entering military or other government service shall constitute "termination of employment or other service," or whether a "termination of employment or other service" shall occur as a result of disability, shall be determined in each case by the

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Committee in its sole discretion before or after the grant of the respective Award. In the case of a member of the Board or consultant who is not an employee of the Company or an Affiliate, "termination of employment or other service" shall mean the voluntary or involuntary termination of Board service or the consulting relationship, as the case may be, for any reason.

"Transferable for value" means a transfer on terms that would prevent the Company from relying on Securities and Exchange Commission Form S-8 (or any successor form) with respect to the issuance of the Common Stock underlying the respective Award.

~~8. Miscellaneous~~.

~~(a)~~ ~~No Rights with Respect to Service.~~ No person shall have any claim or right hereunder to be granted an Award. Neither the adoption, maintenance, or operation of the Plan nor any Award hereunder shall confer upon any person any right with respect to the continuance of his or her employment by or other service with the Company or any Affiliate nor shall they interfere with the rights of the Company or any Affiliate to terminate or otherwise change the terms of such service at any time, including, without limitation, the right to promote, demote or otherwise re-assign any person from one position to another within the Company or any Affiliate. Unless the Committee otherwise provides in any case, the service of a Participant with an Affiliate shall be deemed to terminate for purposes of the Plan when such Affiliate ceases to be an Affiliate of the Company.

~~(b)~~ ~~No Rights as Stockholder.~~ Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be issued under the Plan until he or she becomes the holder thereof. A Participant to whom Common Stock is awarded will be considered the holder of such Common Stock at the time of the Award, except as otherwise provided in the applicable Award.

~~(c)~~ ~~Amendment of Plan.~~ The Board may amend, suspend or terminate the Plan or any portion thereof at any time, subject to such stockholder approval as the Board determines to be necessary or advisable to comply with any tax or regulatory requirement.

				AXCELIS TECHNOLOGIES, INC.
				By:			Name: Title:

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MMMMMMMMMMMM . Admission Ticket MMMMMMMMMMMMMMM C123456789 000004 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Eastern Time, on May 4, 2016.

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MMMMMMMMM000001 ENDORSEMENT_LINE SACKPACK MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 ~~Vote~~MMMMMMMMMMMM MMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext Your vote matters — here’s how to vote! You may vote online or by ~~Internet •~~phone instead of mailing this card. Votes submitted electronically must be received by 1:00 a.m., Eastern Time, on May 9, 2024. Online Go to www.investorvote.com/acls ~~• Or~~or scan the QR code ~~with your smartphone • Follow~~ — login details are located in the ~~steps outlined on the secure website Vote by telephone •~~shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the USA, US territories &and Canada ~~on a touch tone telephone • Follow the instructions provided by the recorded message~~Save paper, time and money! Sign up for electronic delivery at Using a black ink pen, mark your votes with an X as shown in this example. www.investorvote.com/acls Please do not write outside the designated areas. Annual Meeting Proxy Card 1234 5678 9012 345q IF ~~YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q AProposals — The Board recommends a vote FOR all ~~nine of~~nominees to the Axcelis Board of ~~Directors’ nominees~~Directors and FOR Proposals 2, 3 4 and 5.4. + 1. Election of Directors: 01 ~~- Richard J. Faubert 04 - Joseph P. Keithley 07 - Patrick H. Nettles~~ — Tzu-Yin Chiu, Ph.D. 02 ~~- R. John Fletcher 05 -~~ — Gregory B. Graves 03 — John T. Kurtzweil ~~08 - Mary G. Puma 03 - Arthur L. George, Jr.~~04 — Russell J. Low, Ph.D. 05 — Jeanne Quirk 06 ~~- Barbara J. Lundberg 09 -~~ — Necip Sayiner, Ph.D. 07 — Thomas St. Dennis +08 — Jorge Titinger 09 — Dipti Vachani Mark here to WITHHOLDvote ~~FOR~~from all nominees Mark here to ~~WITHHOLD~~ vote ~~from~~FOR all nominees 01 02 03 04 05 06 07 08 09 For All EXCEPT - — To withhold a vote for one or more nominees, mark the box to the left and the corresponding numbered box(es) to the right. ~~For Against Abstain ForAgainst Abstain~~ 2. Proposal to ratify independent public accounting firm. For Against Abstain 3. Proposal to amend ~~the 2012 Equity Incentive Plan.~~Restated Certificate of Incorporation to For Against Abstain limit certain executive officers’ liability under Delaware law. For Against Abstain 4. ~~Proposal to authorize a reverse split. 5.~~ Say on Pay - — An advisory vote on the approval of executive compensation. ~~Non-Voting Items Change of Address~~B Authorized Signatures — ~~Please print your new address below. Comments — Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. Authorized Signatures —~~ This section must be completed for your vote to ~~be counted. — Date~~count. Please date and ~~Sign Below~~sign below. Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. ~~MMMMMMMC~~C 1234567890 J N T MMMMMMM 1 U P X 6 0 6 4 6 2 MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE + 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND ~~+ 1 U P X2 6 6 3 7 3 1 029DKC MMMMMMMMM C B A Annual Meeting Proxy Card1234 5678 9012 345 X IMPORTANT ANNUAL MEETING INFORMATION~~

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~~. 2016~~ [MISSING IMAGE: px_axcelis24page02-4c.jpg]

2024 Annual Meeting Admission Ticket ~~2016~~2024 Annual Meeting of Axcelis Technologies, Inc. Stockholders ~~Wednesday,~~Thursday, May ~~4, 2016, 1:~~9, 2024, 11:00 ~~pm EST~~am ET To be held at the offices of ~~Locke Lord LLP 111 Huntington Avenue Boston, MA 02199-7613~~Axcelis Technologies, Inc. 108 Cherry Hill Drive Beverly, Massachusetts 01915 Upon arrival, please present this admission ticket and photo identification at the registration desk. ~~A map showing~~Small steps make an impact. Help the ~~offices of Locke Lord LLP~~environment by consenting to receive electronic delivery, sign up at ~~111 Huntington Avenue, Boston, MA can be found at www.lockelord.com under the Offices/Boston tab. Stockholders should present themselves at the office’s main reception on the 20th floor.~~www.investorvote.com/acls q IF ~~YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,~~VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q +Proxy — Axcelis Technologies, Inc. Notice of ~~2016~~2024 Annual Meeting of Stockholders To be held at the offices of ~~Locke Lord LLP 111 Huntington Avenue, Boston, MA 02199-7613~~Axcelis Technologies, Inc. Beverly, Massachusetts 01915 Proxy Solicited by Board of Directors for Annual Meeting — ~~Wednesday,~~Thursday, May ~~4, 2016 Mary~~9, 2024 Russell J. Low, James G. ~~Puma, Kevin J. Brewer,~~Coogan, Lynnette C. Fallon, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of Axcelis Technologies, Inc. to be held on May ~~4, 2016~~9, 2024 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the Proxies as directed by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR all nominees, and FOR Proposals 2, 3 4 and 5.4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.)

C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. +

0001113232 3 2023-01-01 2023-12-31


~~Filed by the Registrant~~ý
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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, 2023
Russell J. Low, President and Chief Executive Officer (5)		2023		$	530,102		$	3,076,368		$	519,068		$	9,900		$	4,135,438
		2022		$	372,692		$	663,254		$	416,707		$	9,150		$	1,461,804
		2021		$	360,000		$	622,771		$	432,000		$	8,808		$	1,423,579
James G. Coogan, Executive Vice President and Chief Financial Officer (6)		2023		$	123,115		$	960,528		$	382,107		$	2,238		$	1,467,989
Mary G. Puma, Executive Chairperson (former Principal Executive Officer) (7)		2023		$	663,923		$	1,538,184		$	747,245		$	9,900		$	2,959,252
		2022		$	623,462		$	2,368,862		$	1,161,821		$	9,150		$	4,163,294
		2021		$	615,000		$	2,224,270		$	1,230,000		$	9,374		$	4,078,644
Kevin J. Brewer, Executive Vice President Finance and Operations (former Principal Financial Officer) (8)		2023		$	415,000		$	384,610		$	350,312		$	9,900		$	1,159,822
		2022		$	411,461		$	710,726		$	575,069		$	9,150		$	1,706,407
		2021		$	392,000		$	667,266		$	588,000		$	8,700		$	1,655,966
Lynnette C. Fallon, Executive Vice President, HR/Legal and General Counsel		2023		$	375,000		$	691,146		$	253,238		$	9,900		$	1,329,284
		2022		$	370,385		$	638,673		$	414,127		$	9,150		$	1,432,334
		2021		$	342,077		$	599,646		$	410,492		$	9,125		$	1,361,340
Gregory F. Redinbo, Executive Vice President, Marketing and Applications (9)		2023		$	310,000		$	615,376		$	209,343		$	3,400		$	1,138,119
		2022		$	277,796		$	319,368		$	310,604		$	9,150		$	916,919
		2021		$	160,000		$	416,900		$	260,000		$	134,800		$	971,700
Gerald M. Blumenstock, Executive Vice President, Engineering (10)		2023		$	181,250		$	714,997		$	219,473		$	81,563		$	1,197,282


		By order of ~~the Board of Directors,~~
~~Dated: March 18, 2016~~		~~Lynnette C. Fallon,~~~~Secretary~~


Beneficial Owner (1)	Shares Owned	Shares Subject to Exercisable Rights to Acquire as of May 10, 2016	Total Shares Beneficially Owned	Percent of Class

Non-Executive Directors
Richard J. Faubert	16,000	-	16,000	*
R. John Fletcher	115,185	260,000	375,185	*
Arthur L. George, Jr.	47,250	40,000	87,250	*
Joseph P. Keithley	56,000	160,000	216,000	*
John T. Kurtzweil	26,000	-	26,000	*
Barbara J. Lundberg	27,250	40,000	67,250	*
Patrick H. Nettles	79,685	260,000	339,685	*
Thomas St. Dennis	16,000	-	16,000	*
Named Executive Officers
Mary G. Puma (2)	456,224	1,512,500	1,968,724	1.68%
Kevin J. Brewer	81,546	818,750	900,296	*
William Bintz	79,719	809,500	889,219	*
John E. Aldeborgh	19,166	550,000	569,166	*
Lynnette C. Fallon	91,287	625,000	716,287	*
All current Executive Officers and Directors as a Group (14 persons) (3)	1,142,410	5,075,750	6,218,160	5.14%


Name		Fees earned or paid in cash ($)		Stock awards ($) (1)(2)(3)		Total ($)
Richard J. Faubert	$	37,050	$	189,910	$	226,960
R. John Fletcher	$	59,500	$	48,160	$	107,660
Arthur L. George, Jr.	$	58,250	$	48,160	$	106,410
Stephen R. Hardis (4)	$	37,000	$	-	$	37,000
William C. Jennings (4)	$	32,500	$	-	$	32,500
Joseph P. Keithley	$	65,250	$	48,160	$	113,410
John T. Kurtzweil	$	39,800	$	189,910	$	229,710
Barbara J. Lundberg	$	64,000	$	48,160	$	112,160
Patrick H. Nettles	$	76,000	$	48,160	$	124,160
H. Brian Thompson (4)	$	32,000	$	-	$	32,000
Thomas St. Dennis	$	37,050	$	189,910	$	226,960


	2014	2015
Audit Fees	$1,455,000	$1,384,500
Audit Related Fees	$100,159	$23,995
Tax Fees
Tax compliance and preparation of returns	$16,315	$29,200
International tax planning	$14,423	$10,318
General tax planning and other tax services	$-	$-

Total Tax Fees	$30,738	$39,518
All Other Fees	$-	$-
Total Fees	$1,585,897	$1,448,013


	Number of Options Outstanding	Number of Restricted Stock Units Outstanding	Shares Available to Grant under Plan
2012 Equity Incentive Plan	13,683,419	365,500	1,813,411
2000 Stock Plan (terminated)	7,985,889	0	0
Total	21,669,308	365,500	1,813,411


2012 Equity Incentive Plan Grants from inception through December 31, 2015
Name and Title or Group	Number of RSUs Granted through 2015	Number of Options Granted through 2015
Mary G. Puma,Chief Executive Officer and President	147,637	1,100,000
Kevin J. Brewer,Executive Vice President and Chief Financial Officer	0	825,000
William Bintz,Executive Vice President, Engineering and Marketing	37,795	850,000
John E. Aldeborgh,Executive Vice President, Global Customer Operations	0	950,000
Lynnette C. Fallon,Executive Vice President, HR/Legal and General Counsel	0	525,000
All Current Executive Officers as a Group (1)	185,432	4,625,000
All Current Non-Employee Directors as a Group	353,000	440,000
All Employees, excluding Executive Officers, as a Group	40,000	11,271,365


Plan category	Number of shares to be issued upon exercise of outstanding options, warrants and rights (1)		Weighted average exercise price of outstanding options, warrants and rights (2)	Number of shares remaining available for future issuance under equity compensation plans (excluding shares reflected in column (A)) (3)

Equity compensation plans approved by stockholders	22,034,808	$	1.78	3,259,176
Equity compensation plans not approved by stockholders	0		0	0
Total	22,034,808			3,259,176


Metric	Weight			Minimum Level (0% Score)		Target Level (100% Score)		2015 Actual	Score
2015 Revenue	50	%	$	220M	$	320M	$	301.5M	81.5	%
2015 Operating Profit (after AMI payout)	50	%	$	12M	$	26M	$	20.7M	62.1	%
Weighted Score									71.7	%


Name		Target Equity Grant Value: Average of FW Cook Nov 2014 Benchmarks	2015 Option Grants (# of Shares)		2015 Option Grants (Black Scholes Value)	2015 Option Value as a Percent of Target Equity Grant Value
Puma	$	1,362,000	300,000	$	426,000	31	%
Brewer	$	610,000	225,000	$	319,500	52	%
Bintz	$	459,000	200,000	$	284,000	62	%
Aldeborgh	$	557,500	200,000	$	284,000	51	%
Fallon	$	370,500	150,000	$	213,000	57	%


		~~By the Compensation Committee,~~
		~~R. John Fletcher, Chairman~~ ~~Arthur L. George, Jr.~~ ~~John T. Kurtzweil~~ ~~Patrick H. Nettles~~


Name and Principal Position	Year			Salary ($) (1)		Bonus ($)		Stock awards ($) (4)		Option awards ($) (4)		Non-equity incentive plan compensation ($) (5)		All other compensation ($) (6)		Total ($)
Mary G. Puma,	2015		$	550,000	$	-	$	-	$	426,000	$	394,350	$	1,000	$	1,371,350
Chief Executive Officer	2014	(2)	$	492,885	$	-	$	-	$	288,984	$	-	$	-	$	781,868
and President	2013	(3)	$	400,481	$	-	$	187,499	$	359,716	$	-	$	-	$	947,696
Kevin J. Brewer,	2015		$	350,000	$	-	$	-	$	319,500	$	150,570	$	1,518	$	821,588
Executive Vice President	2014	(2)	$	326,731	$	25,000	$	-	$	216,738	$	-	$	841	$	569,310
and Chief Financial Officer	2013	(3)	$	310,962	$	-	$	-	$	323,744	$	-	$	549	$	635,255
William Bintz,	2015		$	330,000	$	-	$	-	$	284,000	$	141,966	$	2,000	$	757,966
Executive Vice President,	2014	(2)	$	309,423	$	-	$	-	$	192,656	$	-	$	-	$	502,079
Engineering and Marketing	2013	(3)	$	271,385	$	-	$	48,000	$	431,659	$	-	$	-	$	751,043
John E. Aldeborgh,	2015		$	330,000	$	-	$	-	$	284,000	$	141,966	$	-	$	755,966
Executive Vice President,	2014	(2)	$	306,346	$	-	$	-	$	192,656	$	-	$	-	$	499,002
Global Customer Operations	2013	(3)	$	271,154	$	-	$	-	$	703,166	$	-	$	-	$	974,320
Lynnette C. Fallon,	2015		$	320,000	$	-	$	-	$	213,000	$	137,664	$	1,000	$	671,664
Executive Vice President,	2014	(2)	$	301,538	$	-	$	-	$	144,492	$	-	$	-	$	446,030
HR/Legal and General Counsel	2013	(3)	$	301,538	$	-	$	-	$	107,915	$	-	$	-	$	409,453


Name	Grant Date	Date of Compensation Committee Approval (1)	All Other Option Awards: Number of Securities Underlying Options (#) (2)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards (3)
Mary G. Puma	7/15/2015	5/13/2015	300,000	$	3.01	$	426,000
Kevin J. Brewer	7/15/2015	5/13/2015	225,000	$	3.01	$	319,500
William Bintz	7/15/2015	5/13/2015	200,000	$	3.01	$	284,000
John E. Aldeborgh	7/15/2015	5/13/2015	200,000	$	3.01	$	284,000
Lynnette C. Fallon	7/15/2015	5/13/2015	150,000	$	3.01	$	213,000

			Date of Compensation Committee Approval		Estimated Possible Payouts under Non-Equity Incentive Plan Awards (1)						Estimated Possible Payouts under Equity Incentive Plan Awards (2)						All Other Stock Awards: Number of Shares of Stock or Units (#) (3)		Grant Date Fair Value of Stock and Option Awards (4)
Name	Grant Date (2)		Date of Compensation Committee Approval		Target ($)			Maximum ($)			Threshold (#)		Target (#)		Maximum (#)				Grant Date Fair Value of Stock and Option Awards (4)
Russell J. Low						$	461,189		$	922,378
		5/15/2023		2/16/2023														12,018		$	1,538,184
		5/15/2023		2/16/2023								1,803		12,018		18,027				$	1,538,184
James G. Coogan						$	339,500		$	679,000
		10/16/2023		8/9/2023														5,891		$	960,528
Mary G. Puma						$	663,923		$	1,327,846
		5/15/2023		2/16/2023								1,803		12,018		18,027				$	1,538,184
Kevin J. Brewer						$	311,250		$	622,500
		5/15/2023		2/16/2023								1,803		3,005		4,508				$	384,610
Lynnette C. Fallon						$	225,000		$	450,000
		5/15/2023		2/16/2023														2,700		$	345,573
		5/15/2023		2/16/2023								405		2,700		4,050				$	345,573
Gregory F. Redinbo						$	186,000		$	372,000
		5/15/2023		2/16/2023														2,404		$	307,688
		5/15/2023		2/16/2023								361		2,404		3,606				$	307,688
Gerald M. Blumenstock						$	195,000		$	390,000
		6/15/2023		6/1/2023														4,182		$	714,997


	Option Awards

	Number of Securities Underlying Unexercised	Number of Securities Underlying Unexercised
Name	Options (#) Exercisable	Options (#) Unexercisable		Option Exercise Price ($)	Option Expiration Date
Mary G. Puma
	250,000	0	$	0.70	11/17/2018
	250,000	0	$	1.16	11/16/2019
	250,000	0	$	1.60	7/15/2020
	250,000	0	$	1.60	7/15/2021
(1)	187,500	62,500	$	0.93	7/16/2019
	250,000	0	$	1.99	7/15/2020
(2)	75,000	225,000	$	1.80	7/15/2021
(3)	-	300,000	$	3.01	7/15/2022
Kevin J. Brewer
	125,000	0	$	1.16	11/16/2019
	150,000	0	$	1.60	7/15/2020
	150,000	0	$	1.60	7/15/2021
(1)	112,500	37,500	$	0.93	7/16/2019
	225,000	0	$	1.99	7/15/2020
(2)	56,250	168,750	$	1.80	7/15/2021
(3)	-	225,000	$	3.01	7/15/2022
William Bintz
	17,000	0	$	4.78	1/3/2016
	5,000	0	$	6.39	5/15/2017
	100,000	0	$	1.16	11/16/2019
	150,000	0	$	1.60	7/15/2020
	150,000	0	$	1.60	7/15/2021
(1)	37,500	37,500	$	0.93	7/16/2019
	300,000	0	$	1.99	7/15/2020
(2)	50,000	150,000	$	1.80	7/15/2021
(3)	-	200,000	$	3.01	7/15/2022
John E. Aldeborgh
(4)	100,000	100,000	$	1.27	1/15/2020
	350,000	0	$	1.99	7/15/2020
(2)	50,000	150,000	$	1.80	7/15/2021
(3)	-	200,000	$	3.01	7/15/2022
Lynnette C. Fallon
	125,000	0	$	1.16	11/16/2019
	125,000	0	$	1.60	7/15/2020
	150,000	0	$	1.60	7/15/2021
(1)	112,500	37,500	$	0.93	7/16/2019
	75,000	0	$	1.99	7/15/2020
(2)	37,500	112,500	$	1.80	7/15/2021
(3)	-	150,000	$	3.01	7/15/2022


	Option Awards

Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($) (1)
Mary G. Puma	0
Kevin J. Brewer	125,000	$286,997
William Bintz	85,000	$159,535
John E. Aldeborgh	0
Lynnette C. Fallon	125,000	$307,500


		Cash Separation Pay (1)		Value of transition assistance (2)		12 months of COBRA premiums for health coverage (3)		Total
Kevin J. Brewer	$	350,000	$	15,000	$	26,019	$	391,019
William Bintz	$	330,000	$	15,000	$	26,019	$	371,019
John E. Aldeborgh	$	330,000	$	15,000	$	26,019	$	371,019
Lynnette C. Fallon	$	320,000	$	15,000	$	26,019	$	361,019


Estimated Payments under the Change of Control Agreements if due at December 31, 2015
Name		Lump sum cash payment (1)		Value of accelerated vesting on equity awards (2)		Excise tax due under IRC 280G, plus gross-up amount (3)		Total
Mary G. Puma	$	4,004,000	$	281,500	$	2,085,766	$	6,371,266
Kevin J. Brewer	$	1,921,500	$	195,564	$	960,425	$	3,077,489
William Bintz	$	1,811,700	$	180,750	$	794,175	$	2,786,625
John E. Aldeborgh	$	1,782,000	$	250,500	$	902,320	$	2,934,820
Lynnette C. Fallon	$	1,776,000	$	151,125	$	867,664	$	2,794,789

~~Joseph P. Keithley: director since 2011, age 67~~

~~Business Experience and Other Directorships~~

~~Experience, Qualifications and Attributes~~

Mr. Keithley is Non-Executive Chairman of the Board of Nordson Corporation, a position he has held since February 2010. Nordson Corporation manufactures precision dispensing equipment for applying industrial liquid and powder coatings, adhesives, and sealants. Mr. Keithley served as Chairman of the Board of Keithley Instruments, Inc., a provider of measurement solutions to the semiconductor, fiber optics, telecommunications and electronics industries from 1991 to December 2010. He also served as Keithley Instruments, Inc.'s Chief Executive Officer from November 1993 to December 2010 and as President from May 1994 to December 2010. Mr. Keithley alsoGraves currently serves as a director of ~~Materion,~~Laird Superfood, Inc., a plant-based food company; SkyWater Technology, Inc., a US semiconductor foundry; and Janel Corporation, a global logistics provider. He previously served as a director of Plug Power Inc., an ~~integrated producer of high performance specialty engineered materials used~~energy solutions provider, until June 2019.

Mr. Graves’s background in ~~a variety of electrical, electronic, thermal~~accounting and ~~structural applications.~~

~~Mr. Keithley brings extensive, broad-based international business~~finance, and ~~executive management and leadership~~his experience ~~from his leadership roles at Keithley Instruments, Inc. to his role~~ as a ~~member of~~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 ~~of Directors. Among other things,~~in February 2024, Mr. Keithley draws upon his extensive knowledge in the global semiconductor and electronics industries garnered while leading Keithley Instruments, Inc. Mr. Keithley also has extensive public company board and governance experience. Mr. KeithleyGraves has served as a member of the Axcelis Audit Committee ~~since joining the Board in 2011~~ and the Board has benefited from his continuing service on that committee. In addition, Mr. Keithley served as a member of the Technology Committee until May 2015, at which time he joined the Nominating and Governance Committee as chair. The Board highly values his contributions in these roles.Compensation Committee.