John Kurtzweil
AXCELIS TECHNOLOGIESAbout John T. Kurtzweil
Independent director at Axcelis since 2015 (age 68). Former multi-time public company CFO (Cree/Wolfspeed, Cirrus Logic, Extreme Networks, Akoustis) and currently an independent consultant, periodically serving as interim CFO. Credentials include CPA, CMA, certificate in cybersecurity oversight (Carnegie Mellon), Stanford Directors College training, NACD membership, and designation as an audit committee financial expert; he has chaired Axcelis’s Audit Committee since February 2017 and served on Compensation (2015–May 2024) and Nominating & Governance (since May 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Akoustis Technologies, Inc. | Chief Financial Officer | Jul 2017–Nov 2018 | CFO of RF filter semiconductor company |
| Cree, Inc. (and Wolfspeed, a Cree Company) | VP Finance; CFO of subsidiary Wolfspeed | 2015–Mar 2017 | Finance leadership across LED/semiconductor; treasury/M&A expertise |
| Extreme Networks, Inc. | SVP, CFO; Special Advisor to CEO | 2012–2014 | Executive finance leadership; market experience |
| Cree, Inc. | EVP Finance; CFO & Treasurer | 2006–2012 | Senior executive; audit committee financial expertise foundation |
| Cirrus Logic, Inc. | SVP, CFO | 2004–2006 | Fabless semiconductor CFO |
| Independent Consultant | Consultant/interim CFO | Oct 2014–Jun 2015; since 2018 | Interim CFO work; cybersecurity oversight advisory |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| SkyWater Technology, Inc. | Director | Until May 22, 2024 | Customer of Axcelis; arms-length commercial relationship; no material interest for Kurtzweil; independence not impaired under Nasdaq thresholds |
| NACD | Member | Ongoing | Director education and governance engagement |
Board Governance
- Committees: Audit Committee Chair (since Feb 2017); Compensation Committee member (2015–May 2024); Nominating & Governance Committee member (since May 2024) .
- Independence: Board determined he is independent under Nasdaq criteria; SkyWater relationship deemed immaterial with revenues below threshold; independence of Audit/Compensation Committee members affirmed .
- Attendance: Board held seven meetings in 2024; no incumbent director attended less than 75%; average attendance 97% across Board and committees; Audit Committee met 11 times in 2024 .
- Risk oversight: Audit Committee (chaired by Kurtzweil) oversees enterprise risk management and cybersecurity; receives annual cybersecurity reviews; Board highlights Kurtzweil’s cybersecurity knowledge .
- Board leadership: Independent Chairperson or Lead Director structure maintained (Independent Chairperson since May 2024), supporting independent oversight .
Fixed Compensation
| Component | H1 2024 Annual Retainer | H2 2024 Annual Retainer |
|---|---|---|
| Board Member | $60,000 | $65,000 |
| Audit Committee Chair | $25,000 | $25,000 |
| Audit Committee Member | $10,000 | $12,500 |
| Compensation Committee Member | $7,500 | $10,000 |
| Nominating & Governance Committee Member | $5,000 | $5,000 |
| Chairperson/Lead Director Premium | $50,000 | $60,000 |
- 2024 cash paid to Kurtzweil: $93,750 .
- 2024 Board reviewed director cash compensation and adjusted several retainers effective July 1, 2024 based on Pearl Meyer benchmarking (prior retainers below median) .
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (non-employee director) | May 15, 2024 | 1,662 | $187,706 | 100% on May 15, 2025 subject to service |
| Stock options | 2024 | — | — | None granted; no options outstanding for non-employee directors at YE 2024 |
- Performance metrics: None for directors; RSUs are service-based (no TSR/financial targets) .
Other Directorships & Interlocks
| Entity | Relationship to Axcelis | 2024/2025 Activity | Conflict Assessment |
|---|---|---|---|
| SkyWater Technology, Inc. | Customer | Purchases exceeded $120,000 in 2024; continued in 2025 | Arms-length transactions; Kurtzweil had no direct/indirect material interest; independence not impaired |
Expertise & Qualifications
- Audit committee financial expert; CPA and CMA; advanced cybersecurity oversight training; Stanford Directors College; NACD member .
- 19 years as public-company CFO; placed >$2.0B in equity/debt; M&A and treasury experience provides valuable finance and capital markets perspective .
Equity Ownership
| Holder | Shares Owned (3/17/2025) | Shares Subject to Exercisable Rights (≤5/16/2025) | Total Beneficially Owned | % of Class |
|---|---|---|---|---|
| John T. Kurtzweil | 31,484 | 1,662 | 33,146 | <1% |
- None of the shares or rights are held in a margin account or subject to a pledge (no pledging) .
- Stock ownership guidelines: non-employee directors must own shares equal to 3x annual base Board retainer ($65,000); five years to meet guideline .
Governance Assessment
- Board effectiveness: Long-tenured Audit Chair with deep CFO background and explicit cybersecurity oversight strengthens financial reporting integrity and risk oversight. Audit Committee met 11 times in 2024, indicating active engagement .
- Independence and attendance: Independent under Nasdaq standards; no director below 75% attendance; Board average 97% attendance—supports investor confidence in oversight .
- Compensation alignment: Director pay mix balanced with modest cash retainers and service-based RSUs; mid-2024 retainer adjustments responded to benchmarking—no evidence of option repricing or performance-insensitive awards for directors .
- Ownership alignment: Meaningful share ownership with no pledging; clear ownership guidelines reinforce alignment, though individual compliance status is not disclosed .
- Conflicts: SkyWater directorship ended in May 2024; while SkyWater is a customer, Board concluded arms-length dealings with no material interest—monitor but currently low risk of conflict .
- Policies and controls: Robust governance including executive clawback policy (Dodd-Frank and broader triggers), independent leadership structure, annual board and CEO evaluations, and insider trading controls—positive signals for governance quality .
RED FLAGS
- None disclosed specific to Kurtzweil: no related-party transactions, no pledging/hedging flagged, no committee interlock concerns requiring Item 404 disclosure, no attendance shortfall .