Eileen Evans
AXCELIS TECHNOLOGIESAbout Eileen Evans
Eileen J. Evans, Esq., 57, joined Axcelis as Executive Vice President and General Counsel in December 2024 and also serves as Corporate Secretary; subsequent SEC filings list her title as Executive Vice President, HR/Legal and General Counsel . She brings 25+ years across legal, IP, compliance, M&A integration and corporate matters, with a JD from UC Davis and BA in Political Science from UC Berkeley; she serves on the Board of Directors of the Linux Foundation . As a new executive officer, she held no ACLS shares as of March 17, 2025, and had no RSUs expected to vest by May 16, 2025; executive ownership is governed by stock ownership guidelines (1.5x salary or 16,250 shares), with hedging and pledging prohibited and a five‑year compliance window .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SunPower Corporation | Chief Legal Officer; EVP, Chief Legal Officer and Secretary | Oct 2022 – Dec 2024 | Led legal through business transition; received discretionary and retention bonuses during restructuring period |
| Redaptive | Chief Administrative Officer / top legal role | Jul 2021 – Oct 2022 | Led HR and legal at a tech-enabled sustainability solutions provider |
| Micro Focus International | Senior Vice President & Deputy General Counsel | Sep 2017 – Jul 2021 | Senior leadership in a global software/IT company |
| Hewlett Packard Enterprise / Hewlett‑Packard Company | Vice President & Deputy General Counsel | Prior to 2017 (dates not specified) | Enterprise technology legal leadership |
| Oracle Corporation; Sun Microsystems | Associate General Counsel | Prior to HP roles (dates not specified) | Large‑cap tech transactions/IP |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Linux Foundation | Director (Board of Directors) | Current | Independent technology governance network and open‑source ecosystem board role |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base salary | Not disclosed | Evans joined in December 2024 and was not listed among 2024 NEOs in the Summary Compensation Table; her compensation will be reported in the cycle covering her first full year as a NEO . |
| Target annual bonus (%) | Not disclosed | Annual cash incentive plan (AMI) governs NEO bonuses; design is disclosed, but Evans-specific targets/percentages were not disclosed for 2024 . |
| Perquisites | None special | Company states no special executive perquisites or nonqualified deferred compensation plans . |
Performance Compensation
Axcelis’ executive pay program combines the AMI cash plan (tied to financial goals) and RSUs split between service‑vesting and performance‑vesting PRSUs with a two‑year service overlay; PRSUs use operational goals designed to drive long‑term value .
- 2024 plan outcomes (applies to NEO cohort; Evans joined late 2024 and was not a 2024 SCT‑listed NEO):
- AMI payout: 68.2% of target due to below‑plan revenue, profitability and gross margin in 2024 .
- PRSUs: Earned at 150% for achieving 10/10 operational goals (two at 25% weight each; eight at 12.5% each); earned PRSUs vest 50% in Feb 2025 and 50% in Feb 2026, subject to continued employment .
| Incentive type | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| AMI (cash) 2024 | Financial: revenue, profitability, gross margin | Not disclosed | 100% | Below plan | 68.2% | N/A (cash) |
| 2024 PRSUs | 10 operational goals | 2 goals @ 25% each; 8 goals @ 12.5% each | 100% | All goals achieved | 150% | 50% Feb 2025; 50% Feb 2026 (employment condition) |
Process/Timing: Annual equity typically approved in Feb for a future effective grant date (usually the 15th of a subsequent month); uses a 30‑day average stock price for sizing. Service‑only RSUs generally vest 25% annually over four years; PRSUs carry a two‑year service overlay after performance determination .
Clawback: Updated in 2023 to comply with SEC Rule 10D and Nasdaq 954; also authorizes clawback of 12 months of incentive comp for policy or agreement violations .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 0 shares as of March 17, 2025; no RSUs expected to vest by May 16, 2025 . |
| Ownership guidelines | 1.5x base salary or 16,250 shares (whichever is less) for non‑CEO executive officers; five years to comply; encouraged to retain 50% of net shares until compliant . |
| Hedging/pledging | Prohibited; no shares held in margin or subject to pledge per ownership table . |
| Option holdings | Not disclosed; since 2016, executive equity predominantly RSUs/PRSUs . |
Employment Terms
| Agreement | Key economics/terms | Notes |
|---|---|---|
| Executive Separation Pay Agreement (form) | 12 months base salary continuation; 12 months COBRA premiums (waived); $15,000 transition assistance; requires release of claims; available after 1 year of service; auto‑renews annually unless notice by April 1 . | |
| Change‑in‑Control (double trigger) | 1.5x multiple of base salary + annual bonus for non‑CEO NEOs upon qualifying termination in CoC window; greater of CoC payout or separation pay applies; no excise tax gross‑up per governance policy . | |
| Equity vesting on termination/CoC | Equity acceleration value is included in CoC payout tables for NEOs, indicating accelerated vesting under CoC double trigger . | |
| Documentation reference | Evans is included among executives with Separation Pay Agreements dated as of her appointment period (form referenced in 2024 10‑K exhibits) . | |
| Insider trading policy | Insider trading controls in place; restrictions on standing/limit orders; hedging/pledging prohibited . | |
| Clawback | Dodd‑Frank compliant; plus 12 months incentive comp clawback for policy/agreement violations . | |
| Deferred comp / perqs | No nonqualified deferred comp plan; no special executive perquisites . |
Investment Implications
- Alignment and risk controls: Strong governance architecture (no hedging/pledging, stock ownership guidelines, double‑trigger CoC, no excise tax gross‑ups, robust clawback) reduces governance risk and aligns long‑term incentives with shareholders .
- Retention/turnover risk: Evans has standard separation protections (12 months salary, COBRA, $15k) and CoC protection (1.5x base+bonus) comparable to other NEOs; together with multi‑year RSU/PRSU vesting cadence, these reduce near‑term departure risk while preserving performance linkage .
- Insider selling pressure: As of the 2025 record date she held no shares and had no near‑term vesting, implying minimal short‑term selling overhang; future annual grants typically vest over four years with PRSU performance overlays, pacing supply into the market .
- Execution background: Deep operating‑company legal experience (Oracle/Sun, HP/HPE, Micro Focus) and recent GC roles at Redaptive and SunPower indicate competence in complex transactions/compliance—valuable amid semiconductor cycle dynamics and any strategic activity; she also holds the Corporate Secretary role and has signed recent SEC filings for ACLS .
- Say‑on‑Pay signaling: 2024 Say‑on‑Pay support of ~93.8% suggests shareholder acceptance of the pay architecture Evans will be subject to, with balanced cash/equity at‑risk components and operational PRSU goals .