Axcelis Technologies : 2023 Notice of Annual Meeting and Proxy Statement

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

to be Held May 11, 2023

The 2023 annual meeting of the stockholders of Axcelis Technologies, Inc., a Delaware corporation, will be held at the offices of the Company at 108 Cherry Hill Drive, Beverly, Massachusetts, at 11:00 a.m. on Thursday, May 11, 2023 for the following purposes:

1. To elect as directors nine nominees to serve until the 2024 annual meeting of stockholders, with the Axcelis Board of Directors' recommended director candidates named in the attached proxy statement.
2. To ratify, by an advisory vote, the appointment of our independent registered public accounting firm to audit our financial statements for the year ending December 31, 2023.
3. To approve, by an advisory vote, the 2022 compensation of our named executive officers.
4. To recommend to the Board of Directors, by an advisory vote, the frequency of future stockholder votes to approve executive compensation.
5. To transact such other business as may properly come before the meeting or any adjournment thereof.

These business items are described more fully in the proxy statement accompanying this Notice.

Only stockholders of record at the close of business on March 15, 2023 will be entitled to vote at the annual meeting or at any adjournment.

	By order of the Board of Directors,
Dated: March 31, 2023	Lynnette C. Fallon, Secretary

Stockholders should bring identification and, after checking in with the Security Desk in the building

lobby, they will be directed to the meeting room

PROXY STATEMENT - TABLE OF CONTENTS
GENERAL INFORMATION ABOUT VOTING	1
SHARE OWNERSHIP OF 5% STOCKHOLDERS	4
SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS	5
STOCKHOLDER ENGAGEMENT	6
PROPOSAL 1: ELECTION OF DIRECTORS	9
BOARD OF DIRECTORS	17
BOARD COMMITTEES	21
CORPORATE GOVERNANCE	26
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM	34
PROPOSAL 3: ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION	36
PROPOSAL 4: ADVISORY VOTE REGARDING THE FREQUENCY OF STOCKHOLDER VOTES TO APPROVE
EXECUTIVE COMPENSATION	37
EXECUTIVE COMPENSATION	38

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GENERAL INFORMATION ABOUT VOTING

The Board of Directors of Axcelis Technologies, Inc. ("Axcelis" or the "Company") is soliciting your proxy for use at the 2023 annual meeting of stockholders to be held on Thursday, May 11, 2023 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 31, 2023. The meeting will be held at the offices of the Company at 108 Cherry Hill Drive, Beverly, Massachusetts. Stockholders should bring identification and, after checking in with the Security Desk in the building lobby, they will be directed to the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 11, 2023: 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 15, 2023. On that date, there were 32,724,824 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.

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 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 election of nine directors (eight incumbent directors and an additional nominee); an advisory vote to ratify the selection of independent auditors for the Company; an advisory vote on our 2022 executive compensation; and an advisory vote regarding the frequency of stockholder votes to approve 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.

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

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		Axcelis Board
Proposal	Required Vote	Recommendation
Election of nine nominees as	Each nominee must receive a	FOR ALL of the Axcelis Board-
directors.	plurality of the votes cast.	recommended nominees
		named in this proxy statement
		and on the proxy card
Ratification of the appointment	This non-binding proposal will	FOR ratification
of our independent registered	be considered approved if more
public accounting firm (our	votes are cast in favor than
"independent auditors") to	against.
audit our financial statements
for 2023.

Approval of the 2022 compensation of our named executive officers as described under "Executive Compensation" in this proxy statement.

This non-binding proposal will	FOR approval
be considered approved if more
votes are cast in favor than
against.

To recommend whether future	The choice that receives a	FOR a frequency of every year
stockholder votes on the	plurality of the votes cast will
compensation of our named	be considered the stockholders'
executive officers should be	recommendation, although it
held every one, two or	will not be binding on our Board
three years.	of Directors.

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.

Broker non-votes. A broker non-vote occurs when a broker cannot vote a customer's shares registered in the 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 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.

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 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.

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Discretionary voting by proxies on other matters. Aside from the proposals for the election of directors, the ratification of our selection of auditors, the advisory vote on 2022 executive compensation, and the advisory vote on the frequency of votes on executive compensation, we do not know of any other proposals that may be presented at the 2023 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.

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

1. 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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