AXCELIS TECHNOLOGIES INC (ACLS): CFO Jeroen Delsman appointed

Events in this filing

Item 5.02 as filed

Item 5.02
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Executive Vice President and Chief Financial Officer
On October 24, 2026, the Board of Directors
of Axcelis Technologies, Inc. (the “Company”) appointed Jeroen Delsman as Executive Vice President and Chief Financial
Officer, effective as of November 12, 2026. Mr. Delsman will succeed David Ryzhik, who has served as the Company’s interim
Chief Financial Officer.
Mr. Delsman, 50, brings 18 years of semiconductor
industry experience and more than 26 years of finance and accounting experience to the Company. Before joining the Company, Mr. Delsman
served as Vice President of Ferrotec USA Corporation, a subsidiary of Tokyo-based Ferrotec Corporation, an advanced materials, components,
systems, and manufacturing solutions company. Before that, he served as Vice President of Finance and Controller of the printed circuit
board division of Sanmina Corporation. He previously served as Vice President of Business Finance and Operations at Veeco Instruments
Inc. (“Veeco”), where he supported the business unit general managers and operations leaders. He has also held various finance
leadership roles at Lam Research Corporation, Novellus Systems, Inc., McKesson Corporation and Silicon Graphics, Inc. Mr. Delsman
began his career in the financial audit division of KPMG in the Netherlands. Mr. Delsman holds a Bachelor of Science in Accounting
from The Hague University of Applied Sciences in the Netherlands and a Master of Business Administration from California Polytechnic State
University, San Luis Obispo.
There are no family relationships between Mr. Delsman
and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Delsman and any other
person pursuant to which he was selected as an officer of the Company, other than his employment arrangements with the Company. There
are no transactions involving Mr. Delsman requiring disclosure under Item 404(a) of Regulation S-K.
Compensatory Arrangements for Chief Financial Officer
In connection with his appointment, on October 26, 2026, the Company
and Mr. Delsman entered into an offer letter agreement (the “CFO Offer”). Pursuant to the CFO Offer:
· Mr. Delsman will receive an annual base salary of $500,000.
· He will be eligible to participate in the Axcelis Team Incentive plan starting
in 2027, with a target equal to 75% of his base salary.
· He will receive a $352,000 sign-on cash bonus, payable upon commencement
of employment. The bonus must be repaid if he voluntarily separates or is terminated for cause within one year following commencement
of employment.
· He will receive a sign-on restricted stock unit award with a grant date value
of $1,200,000 (the “Sign-On RSU Award”). The Sign-On RSU Award will vest 33.33% on the six-month anniversary of the grant
date, 33.33% on the second anniversary of the grant date, and 33.34% on the third anniversary of the grant date, subject to continued
employment through each such date.
· He will be eligible to receive annual equity awards in connection with the
Company’s annual equity award cycles with an expected grant date target value of at least $1,200,000.
· He will receive an $80,000 relocation bonus to support housing, travel, lodging,
and related expenses during the first year of employment. The bonus must be repaid if he voluntarily separates or is terminated for cause
within one year following commencement of employment.
· Subject to approval by the board of directors of the combined company following
the closing of the pending merger with Veeco, he is expected to receive a three-year performance-based special equity grant with a grant
date target value of $1,200,000.
· Following Mr. Delsman’s commencement of employment with the Company,
he will be subject to the Indemnification Agreement, Change in Control Severance Agreement (with a lump-sum severance multiple under Section 2.2
of such agreement of 1.5) and Executive Separation Pay Agreement, substantially in the forms included as Exhibits 10.2, 10.3, and 10.11,
respectively, to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26,
2026.
The foregoing summary of the CFO Offer does not purport to be complete
and is qualified in its entirety by reference to the CFO Offer, dated October 26, 2026, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K.
Following Mr. Delsman’s appointment, Mr. Ryzhik will
continue as the Company’s Senior Vice President of Corporate Development and Investor Relations.