Gregory Graves
AXCELIS TECHNOLOGIESAbout Gregory B. Graves
Gregory B. Graves, age 64, has served as an independent director of Axcelis Technologies (ACLS) since February 2024. He is a long-tenured semiconductor industry finance leader, most notably Executive Vice President, Chief Financial Officer, and Treasurer of Entegris (2007–May 2023), with prior roles in investment banking and corporate development at U.S. Bancorp Piper Jaffray and Dain Rauscher . He brings deep finance, capital markets, and strategic planning expertise; he currently serves on the Axcelis Audit Committee and Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Entegris, Inc. | EVP, CFO & Treasurer | 2007–May 2023 | Led finance/org strategy for major semiconductor supplier; retired July 2023 |
| Entegris, Inc. | BD, Strategic Planning, Finance roles | 2002–2007 | Built corporate development/finance foundations prior to CFO |
| U.S. Bancorp Piper Jaffray | Investment banking | Prior to 2002 | Capital markets experience |
| Dain Rauscher | Investment banking | Prior to 2002 | Corporate finance experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Laird Superfood, Inc. | Director | Current | Plant-based foods; no Axcelis relationship disclosed |
| SkyWater Technology, Inc. | Director | Current | U.S. semiconductor foundry; SkyWater is an Axcelis customer; arms‑length transactions; independence not impaired |
| Janel Corporation | Director | Current | Global logistics; no Axcelis relationship disclosed |
| Plug Power Inc. | Director | Prior, until June 2019 | Energy solutions provider |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Graves is independent under Nasdaq standards |
| Committees | Audit Committee member (beginning Feb 2024); Compensation Committee member (beginning Feb 2024) |
| Audit Expertise | Board determined Audit Committee members (incl. Graves) are “audit committee financial experts” per SEC definition |
| Meeting cadence | Board met 7 times in 2024; independent director executive sessions held; average director attendance 97%; none <75% |
| Committee activity | Audit Committee met 11 times in 2024; Compensation Committee met 5 times in 2024 |
| Chair roles | Graves is not a committee chair; Audit chaired by John T. Kurtzweil; Compensation chaired by Jorge Titinger |
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| 2024 Fees (cash) | $68,997 for Graves |
| Director indemnification | Standard indemnification agreements; D&O insurance including “Side A” coverage reviewed annually |
| Perquisites | None; reimbursement of reasonable out‑of‑pocket expenses; standard business travel insurance |
Director cash retainer schedule (H1 vs H2 2024):
| Role | Jan 1–Jun 30, 2024 | From Jul 1, 2024 |
|---|---|---|
| Board Member | $60,000 | $65,000 |
| Audit Committee Chair | $25,000 | $25,000 |
| Compensation Committee Chair | $15,000 | $20,000 |
| Nominating & Governance Chair | $10,000 | $10,000 |
| Technology & New Product Dev. Chair | $10,000 | $10,000 |
| Audit Committee Member | $10,000 | $12,500 |
| Compensation Committee Member | $7,500 | $10,000 |
| Nominating & Governance Member | $5,000 | $5,000 |
| Technology & New Product Dev. Member | $5,000 | $5,000 |
| Board Chair/Lead Director Premium | $50,000 | $60,000 |
Performance Compensation
| Grant Date | Award Type | Shares | Grant Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Mar 15, 2024 | RSU (new director, mid‑year) | 670 | $72,099 | 100% on Mar 15, 2025, service‑based |
| Mar 15, 2024 | RSU (special new director) | 1,340 | $144,197 | 25% on each Mar 15, 2025–2028, service‑based |
| May 15, 2024 | Annual Director RSU | 1,662 | $187,706 | 100% on May 15, 2025, service‑based |
- Share calculations used 30‑day average closing prices: $119.38 for March grants (period ending Mar 11, 2024) and $105.31 for May grants (period ending May 10, 2024) .
- No stock options granted to non‑employee directors in 2024; none outstanding at year‑end 2024 .
Other Directorships & Interlocks
| Company | Relationship to Axcelis | Interlock Risk Assessment |
|---|---|---|
| SkyWater Technology, Inc. (parent of SkyWater Technology Foundry, Inc.) | Customer of Axcelis; purchases exceeded $120,000 in 2024 and continued in 2025 | Board concluded arms‑length, below Nasdaq independence revenue threshold (greater of $200,000 or 5% of Axcelis revenues); independence maintained (Graves not an executive of SkyWater) |
| FormFactor, Inc. | Two Axcelis directors (St. Dennis and Titinger) also serve on FormFactor’s board; no business relationship with Axcelis | No related party transaction; no impact on Graves’ independence |
Expertise & Qualifications
- Finance/accounting leadership; long-serving public company CFO in semiconductor supply chain .
- Boardroom experience spanning materials, logistics, and semiconductor foundry operations; member of Axcelis Audit and Compensation Committees .
- Audit Committee “financial expert” designation, strengthening oversight of financial reporting and risk .
Equity Ownership
| Metric | Amount |
|---|---|
| Shares owned (as of Mar 17, 2025) | 1,005 |
| Rights to acquire within 60 days (by May 16, 2025) | 1,662 (RSUs vesting May 15, 2025) |
| Total beneficial ownership | 2,667 (less than 1%) |
| Unvested RSUs (as of Dec 31, 2024) | 3,672 total (2,010 additional beyond 2024 annual grant) |
| Pledging/Hedging | None of the shares/rights are in margin accounts or pledged; company prohibits pledging/hedging by directors |
| Director ownership guidelines | Directors must hold stock equal to ≥3x annual base board retainer ($65,000), with 5 years to comply |
Compensation Committee Analysis
- Committee composition (2024): Chair Jorge Titinger; members include Graves and Sayiner (joined Feb 2024); met 5 times; operates under written charter .
- Independent compensation consultant: Pearl Meyer engaged for benchmarking; assessed advisor independence per Nasdaq criteria; no other services provided beyond director compensation benchmarking .
- Interlocks: No compensation committee interlocks or Item 404 relationships among committee members (including Graves) in 2024 .
Say‑on‑Pay & Shareholder Feedback
| Item | 2024 Outcome |
|---|---|
| Average vote for Board nominees | 94.6% in favor |
| Say‑on‑Pay approval | 93.8% in favor (2023 compensation) |
Governance Assessment
- Independence and attendance: Graves satisfies Nasdaq independence; Board average attendance of 97% in 2024; Audit and Compensation committees active (11 and 5 meetings, respectively) .
- Incentives and alignment: Director pay is modest cash plus time‑based RSUs with one‑year and four‑year vesting schedules; no options; strong stock ownership guidelines (≥3x retainer) and prohibitions on hedging/pledging support alignment .
- Conflicts/interlocks: RED FLAG—Board service at SkyWater Technology while SkyWater is an Axcelis customer; mitigated by arms‑length transactions, amounts below Nasdaq thresholds, and explicit Board determination that independence is not impaired; continued monitoring advised as customer volumes evolve .
- Oversight quality: Audit Committee “financial expert” designation; participation in both finance‑critical committees; robust committee cadence; D&O insurance and indemnification in place .
- Shareholder signals: Strong say‑on‑pay support (93.8%) indicates confidence in compensation governance .
Overall, Graves adds seasoned finance and semiconductor supply-chain expertise to Axcelis’ board with active committee engagement; the SkyWater interlock warrants ongoing surveillance but is currently managed within independence safeguards .