Jorge Titinger
AXCELIS TECHNOLOGIESAbout Jorge Titinger
Independent Chairperson of the Board at Axcelis since May 2024; previously Lead Director from May 2023 to May 2024 and director since 2019. Age 63; seasoned semiconductor capital equipment executive and public company CEO (Silicon Graphics International; Verigy), with cybersecurity oversight experience from managing CIO/CISO responsibilities at KLA-Tencor and committee work at CalAmp. Current public company directorships: FormFactor, CalAmp, and Ichor Holdings, indicating deep industry connectivity and operational insight. Determined independent under Nasdaq standards; Axcelis maintains independent board leadership and regular executive sessions of independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Silicon Graphics International Corp. | President & CEO | 2012–2016 | Company acquired by Hewlett Packard Enterprise in 2016 |
| Verigy Ltd. | Various roles culminating President & CEO | 2008–2011 | Provider of semiconductor ATE; CEO in 2011 |
| FormFactor, Inc. | Executive roles | 2007–2008 | Semiconductor wafer test technologies |
| KLA-Tencor Corporation | Executive roles; oversaw cybersecurity via CIO/CISO management | 2002–2007 | Cybersecurity oversight responsibility |
| Xcerra Corporation | Director | 2012–2018 | Acquired by Cohu in 2018 |
| Cohu, Inc. | Director | 2018–2021 | Semicap test and inspection supplier |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FormFactor, Inc. | Director | Current | Board service; Axcelis has no business relationship with FormFactor |
| CalAmp Corp. | Director | Current | Cybersecurity and Data Privacy Committee member |
| Ichor Holdings, Ltd. | Director | Current | Board service; semiconductor capital equipment subsystems |
Board Governance
- Independent Chairperson since May 2024; Lead Director May 2023–May 2024, reinforcing independent board leadership .
- Compensation Committee Chair since May 2022; the committee met five times in 2024 and engages independent consultant Pearl Meyer; all decisions on executive compensation made in executive session of independent directors .
- Audit Committee member until May 2024; Audit Committee members (including Titinger prior to May 2024) were deemed “audit committee financial experts” under SEC definitions .
- Board independence: all nominees other than CEO Dr. Low determined independent; independent directors hold regularly scheduled executive sessions .
- Engagement: Board held seven meetings in 2024; no incumbent director attended less than 75%; average attendance was 97%; all nominees attended the 2024 Annual Meeting except Dr. Chiu (employer travel restrictions) .
- Risk oversight: committees oversee domain risks; Titinger cited as having cybersecurity knowledge contributing to board oversight .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | $104,231 | $140,000 |
| Total ($) | $268,314 | $327,706 |
Retainer schedule (effective 2024; paid quarterly in advance):
| Role | Annual Retainer Jan–Jun 2024 | Annual Retainer Jul–Dec 2024 |
|---|---|---|
| Board Member | $60,000 | $65,000 |
| Audit Committee Chair | $25,000 | $25,000 |
| Compensation Committee Chair | $15,000 | $20,000 |
| Nominating & Governance Committee Chair | $10,000 | $10,000 |
| Technology & New Product Development Committee Chair | $10,000 | $10,000 |
| 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 | $60,000 |
Performance Compensation
| Grant Detail | 2023 | 2024 |
|---|---|---|
| RSU grant date | May 15, 2023 | May 15, 2024 |
| RSU shares | 1,282 | 1,662 |
| Vesting | 100% on May 15, 2024, subject to service completion | 100% on May 15, 2025, subject to service completion |
| Grant date fair value ($) | $164,083 | $187,706 |
- None of the non-employee directors received stock option grants in 2024; no non-employee director held stock options at year-end 2024 .
Other Directorships & Interlocks
| Company | Interlock/Relationship | Board Determination |
|---|---|---|
| FormFactor, Inc. | Titinger and Axcelis director Thomas St. Dennis both serve on FormFactor’s board | Axcelis has no business relationship with FormFactor |
| SkyWater Technology | Not Titinger; noted for director Graves (customer relationship) | Arms-length transactions; below Nasdaq independence thresholds; independence preserved (context for board) |
Expertise & Qualifications
- Extensive semiconductor capital equipment leadership (CEO roles at Silicon Graphics and Verigy; executive roles at FormFactor and KLA), with global and marketing/strategy experience valued by Axcelis .
- Cybersecurity oversight experience (managed CIO/CISO at KLA-Tencor; Cybersecurity and Data Privacy Committee at CalAmp); board cites his cybersecurity knowledge in risk oversight .
- Skill matrix indicates breadth across public company CEO, semiconductor, capital equipment, global experience, customer viewpoint, M&A management, and cybersecurity risk management .
Equity Ownership
| Ownership Item | Value |
|---|---|
| Shares owned as of March 17, 2025 | 4,229 |
| Shares subject to exercisable rights to acquire by May 16, 2025 | 1,662 |
| Total beneficially owned | 5,891 |
| Percent of class | <1% |
| Shares pledged | None (none held in a margin account or subject to a pledge) |
| Shares outstanding (basis for % calc) | 32,180,818 as of March 17, 2025 |
- Director stock ownership guidelines: non-employee directors must hold shares with value ≥ three times the annual base Board retainer ($65,000), with five years to meet guidelines; compliance considered in re-nomination evaluations .
Governance Assessment
-
Strengths:
- Independent board leadership; Titinger as Independent Chairperson since May 2024; robust independent director executive sessions .
- Compensation Committee independence and disciplined process (executive sessions; use of independent consultant Pearl Meyer) .
- Strong governance policies: director stock ownership guidelines (3× base retainer; five-year compliance window) and updated clawback policy (applies to executives) .
- No related person transactions requiring disclosure in 2024; explicit board review of independence vs customer relationships .
- Conservative director pay structure: cash retainers plus time-vested RSUs; no director perquisites; indemnification and D&O (“Side A”) in place .
-
Watch items / potential conflicts:
- Multiple current public company boards (FormFactor, CalAmp, Ichor) increase workload risk; Axcelis’ nomination framework explicitly evaluates time availability and fiduciary capacity .
- Shared directorship with another Axcelis director at FormFactor; currently mitigated by absence of Axcelis–FormFactor business relationship, but monitor for future related-party exposure .
- Individual attendance not disclosed; board-level average attendance is strong (97%) with no director below 75%—continue to monitor engagement at the director level .
- Ownership alignment: beneficial ownership <1% and guideline value-based requirement in place; individual compliance status not disclosed in the proxy .
-
Compensation mix signals:
- 2024 director compensation: $140,000 cash and $187,706 RSUs (time-based)—at-risk equity exposure exists but no performance metrics tied to director grants; cash retainer and role premiums moved toward market medians in 2H 2024 .
-
Committee effectiveness:
- Compensation Committee met five times in 2024; sets goals and targets annually and benchmarks pay; members meet additional independence requirements under SEC/Nasdaq/IRC rules .
- Audit Committee oversight of ERM and cybersecurity; members deemed financial experts; Titinger served until May 2024, contributing financial oversight credibility .
-
RED FLAGS:
- None disclosed for Titinger in 2024: no related-party transactions, no compensation committee interlocks, no stock pledging .