James Coogan
AXCELIS TECHNOLOGIESAbout James Coogan
James G. Coogan is Executive Vice President and Chief Financial Officer of Axcelis Technologies. He was appointed on September 5, 2023 (effective upon commencement of employment in October 2023). Coogan, age 42 at appointment, previously served as SVP and CFO of Kaman Corporation; he holds an MBA from Yale School of Management and M.S./B.S. in Accounting from the University of Connecticut . Company performance context during his tenure: 2024 revenue was $1,017.9M and net income $201.0M; Axcelis’ five‑year cumulative TSR (2019–2024) outperformed the SOXX index, and 2024 say‑on‑pay approval was 93.8% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Axcelis Technologies | EVP & CFO (PFO/PAO) | 2023–present | Overall finance leadership; transition from prior CFO; principal financial and accounting officer . |
| Kaman Corporation | SVP & CFO | Until Aug 28, 2023 | Led finance at aerospace/defense supplier; prior roles in IR/Corp Dev and external reporting since 2008 . |
| Ann Taylor Stores; Mohegan Tribal Gaming Authority | Finance roles | Prior to 2008 | Financial management roles prior to Kaman tenure . |
| PricewaterhouseCoopers | Senior Associate | Prior to 2008 | Foundational public accounting experience . |
External Roles
None disclosed in company filings .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary ($) | 123,115 | 485,000 |
| Target bonus (% of salary) | 70% (pro-rated for 2023 hire) | 70% under 2024 AMI |
| Actual bonus paid ($) | 382,107 (AMI) | 231,539 (AMI; 68.2% funding) |
Notes:
- 2024 AMI plan targets revenue, operating profit (pre‑bonus), and gross margin; the committee set thresholds/targets/caps and applied a single corporate score .
Performance Compensation
Annual Cash Incentive (2024 AMI) – Plan Design and Results
| Metric | 25% score threshold | 100% score (target) | 200% score (max) | Weight | 2024 actual | Score | Weighted score |
|---|---|---|---|---|---|---|---|
| Revenue ($M) | 881.186 | 1,101.482 | 1,266.704 | 50% | 1,017.9 | 71.5% | 35.8% |
| Operating profit ($M, pre AMI) | 174.256 | 279.105 | 359.156 | 25% | 223.4 | 60.2% | 15.0% |
| Gross margin (%, pre AMI) | 43.9% | 45.7% | 46.7% | 25% | 45.0% | 69.7% | 17.4% |
| Total | — | — | — | 100% | — | — | 68.2% |
- Payout to Coogan equals his 70% target times 68.2% funding, reflected as $231,539 for 2024 .
Equity Incentives (RSUs and PRSUs)
2024 Grants and Outcomes:
- Grant structure: 50% service‑vesting RSUs; 50% performance‑based RSUs (PRSUs) with 10 operational goals (two at 25% weighting; eight at 12.5% each). Max earnout 150% of target .
- Coogan’s 2024 awards (effective May 15, 2024):
- Service RSUs: 4,748 units; vest 25% annually on each of the first four anniversaries (2025–2028), subject to continued employment .
- PRSUs: Target 4,748 (threshold 594; max 7,122); 150% earned (all ten goals met); vests 50% in Feb 2025 and 50% in Feb 2026, subject to continued employment .
- 2024 stock awards grant date fair value (total for year): $1,072,478 for Coogan (includes both service RSUs and PRSUs) .
2013–2024 PRSU goals (2024 cohort) – qualitative detail and weights:
| Performance objective (summary) | Weight | Result | Vesting for earned shares |
|---|---|---|---|
| Two specific, higher‑priority operational goals (confidential customers/metrics) | 25% each | Achieved | 50% in Feb 2025; 50% in Feb 2026, continued employment . |
| Eight additional operational goals (quality, customer satisfaction, product performance, customer/geography penetration, new apps/products) | 12.5% each | Achieved | Same as above . |
| Aggregate outcome | 150% of target | Earned | As above . |
New‑hire equity (2023):
- Upon hire, Coogan was slated to receive a $1,000,000 equity grant under the 2023 annual program (anticipated grant date Oct 15, 2023) .
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 17, 2025)
| Holder | Shares owned | Rights exercisable/vestable by May 16, 2025 | Total beneficial | % of class | Pledged? |
|---|---|---|---|---|---|
| James G. Coogan | 2,914 | 1,187 | 4,101 | <1% | None; no margin/pledge for officers noted . |
- Company policy prohibits officers from hedging or pledging Axcelis stock .
Outstanding Awards (as of Dec 31, 2024)
| Item | Amount | Valuation basis |
|---|---|---|
| Unvested service‑based RSUs | 9,166 units | $640,428 (at $69.87 closing on 12/31/2024) . |
| PRSUs (2024 target; earned at 150% in Feb 2025) | 4,748 target units | $331,743 (target value at $69.87 close) . |
| Options outstanding | 0 (NEOs) | — |
Stock ownership guidelines and compliance runway:
- CEO must hold 3x base salary; other executive officers must hold the lesser of 16,250 shares or 1.5x base salary. Five‑year compliance window; executives encouraged to retain 50% of net shares until compliant .
- Coogan’s beneficial holdings (4,101 total) are disclosed above; filings do not state his guideline compliance status. Directors and officers are prohibited from hedging/pledging .
Vesting calendar and potential selling pressure:
- 2024 PRSUs: 50% vested Feb 28, 2025; remaining 50% scheduled for Feb 28, 2026 (subject to employment) .
- 2024 service RSUs: 25% per year on each anniversary of May 15, 2024 through 2028 .
- Company prohibits pledging, lowering forced‑sale risk; insider trading policy in place .
Employment Terms
| Provision | Key terms | Illustrative amounts |
|---|---|---|
| Executive Separation Pay Agreement (non‑CEO NEOs) | Termination without cause after 1 year of service: 12 months base salary; 12 months COBRA premiums; $15,000 transition support; requires release . | If effective Dec 31, 2024: Cash $485,000; COBRA $37,689; Transition $15,000; Total $537,689 . |
| Change‑of‑Control Agreement | Double‑trigger; 1.5x (base + target bonus) cash; acceleration of unvested equity per plan/280G methodology; no tax gross‑ups; potential cutback if beneficial to avoid 4999 excise tax . | If CoC + qualifying termination on Dec 31, 2024: Cash $1,576,250; Accelerated equity $524,320; Total $2,100,570 (subject to 280G rules) . |
| Clawback policy | Dodd‑Frank compliant recovery of “Excess Compensation” for 3 completed fiscal years preceding an accounting restatement; additional 12 months of incentive comp clawback for policy/contract violations . | |
| Indemnification | Standard indemnification agreement; D&O insurance including Side A coverage . | |
| Hedging/pledging | Prohibited for directors and officers . |
Performance & Track Record
- Company operating backdrop in 2024: Revenue $1.02B; EPS $6.15; higher gross margins despite downturn; power device segment 56% of shipment value; 22 customer satisfaction awards .
- Pay versus performance highlights: 2024 “compensation actually paid” tracked lower given stock price, but five‑year cumulative TSR outperformed SOXX; 2024 net income $201.0M; revenue $1,017.9M .
- 2024 incentive outcomes: AMI payout below target (68.2%), while PRSUs earned 150% based on operational goals execution .
Compensation Structure Analysis
- Mix emphasizes performance: For non‑CEO NEOs (including Coogan), performance‑based cash and equity averaged 45% of 2024 total target comp; equity split evenly between service RSUs and PRSUs with operational goals and two‑year service overlay .
- Metrics rigor: Annual cash plan tied to revenue, operating profit (pre‑bonus), and gross margin with capped payouts; PRSUs tied to specific operational milestones critical to long‑term growth .
- Governance: No perquisites; no single‑trigger change‑of‑control; no excise tax gross‑ups; no repricing/buybacks of equity awards permitted under plan .
- Shareholder support: 2024 say‑on‑pay support at 93.8% .
Equity Compensation & Vesting Details (NEO Program Features)
| Feature | Description |
|---|---|
| Grant sizing | Value‑based sizing using 30‑day average stock price; typically approved in Feb, effective mid‑May . |
| Vesting guardrails | Service‑based awards: first vest ≥1 year; full vest ≥4 years for employees; performance‑based goals ≥1‑year performance period . |
| Plan constraints | No repricing/cash buybacks of underwater options/SARs without shareholder approval (transaction exceptions only) . |
Investment Implications
- Alignment: Coogan’s incentive mix is structurally performance‑oriented (cash tied to P&L metrics; equity half tied to operational goals), with robust clawback and no hedging/pledging—supportive of shareholder alignment .
- Retention vs selling pressure: A staggered vesting calendar (Feb and May through 2028) creates recurring vest events; prohibitions on pledging mitigate forced‑sale risk; however, 2025–2026 PRSU and RSU vests may lead to routine liquidity events .
- CoC/severance economics: Double‑trigger CoC multiple (1.5x) and defined separation pay provide moderate protections without gross‑ups; hypothetical CoC payout of ~$2.1M at 12/31/24 indicates manageable parachute scale relative to role .
- Governance and shareholder support: Strong say‑on‑pay approval, explicit ownership guidelines with a five‑year runway, and prohibition of hedging/pledging reduce governance red flags; related‑party screens were clean in 2024 .