Necip Sayiner
AXCELIS TECHNOLOGIESAbout Necip Sayiner
Dr. Necip Sayiner, age 59, has served as an independent director of Axcelis Technologies since 2024. He previously served as EVP of Renesas Electronics (Feb 2017–Mar 2019) and President of Renesas Electronics America (Jul 2017–Mar 2019), was President/CEO/Director of Intersil (Mar 2013–Feb 2017), and President/CEO/Director of Silicon Laboratories (Sep 2005–Apr 2012). He chaired the Semiconductor Industry Association (Dec 2015–Nov 2016) and was Vice Chair (Nov 2014–Dec 2015). Since appointment to Axcelis in Feb 2024, he has served on the Technology and New Product Development Committee and the Compensation Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Renesas Electronics Corporation | Executive Vice President | Feb 2017–Mar 2019 | Senior leadership in global semis |
| Renesas Electronics America | President | Jul 2017–Mar 2019 | Regional leadership |
| Intersil Corporation | President, CEO, Director | Mar 2013–Feb 2017 | Led company until acquisition by Renesas |
| Silicon Laboratories | President, CEO, Director | Sep 2005–Apr 2012 | Led fabless analog/mixed-signal IC company |
| Semiconductor Industry Association (SIA) | Chairman; Vice Chairman | Chair: Dec 2015–Nov 2016; Vice Chair: Nov 2014–Dec 2015 | Industry leadership; Board since Sep 2013 |
External Roles
| Organization | Role | Status / Tenure |
|---|---|---|
| Rambus, Inc. | Director | Current (as disclosed) |
| SanDisk Corporation | Director | Current (as disclosed) |
| Power Integrations, Inc. | Director | Prior; served until May 2023 |
No 2024 related party transactions were identified for Axcelis; relationships are reviewed under Item 404 processes managed by the Nominating & Governance Committee .
Board Governance
- Independence: The Board determined all 2025 nominees other than Dr. Low are independent under Nasdaq standards; audit and compensation committee members meet additional SEC/IRC/Nasdaq independence requirements .
- Attendance: In 2024 the Board held seven meetings; none of the incumbent members attended less than 75% of Board and committee meetings; average attendance was 97% .
- Committees: Sayiner is a member of the Compensation Committee (which met five times in 2024; chaired by Jorge Titinger) and Technology & New Product Development Committee .
- Compensation governance: Committee uses independent consultant Pearl Meyer; assessed independence; no other services were provided beyond director compensation advice; strong clawback and stock ownership policies are overseen across committees .
- Shareholder signals: 2024 say‑on‑pay approval was ~93.8%, indicating broad support for compensation practices .
Fixed Compensation (Director)
| Component | Amount | Timing / Notes |
|---|---|---|
| Fees earned in cash (2024) | $63,702 | Paid quarterly in advance |
| Annual Board retainer (H1 2024 → H2 2024) | $60,000 → $65,000 | Effective change July 1, 2024 |
| Comp Committee member retainer (H1 → H2) | $7,500 → $10,000 | Effective change July 1, 2024 |
| Audit Committee member retainer (H1 → H2) | $10,000 → $12,500 | Effective change July 1, 2024 |
| Other committee member retainers (H1 → H2) | Nom/Gov: $5,000 → $5,000; Tech & NPD: $5,000 → $5,000 | Effective change July 1, 2024 |
| Committee chair premiums (H1 → H2) | Comp Chair: $15,000 → $20,000; Audit Chair: $25,000 → $25,000; Nom/Gov Chair: $10,000 → $10,000; Tech & NPD Chair: $10,000 → $10,000 | Effective change July 1, 2024 |
| Board Chair/Lead Director premium (H1 → H2) | $50,000 → $60,000 | Effective change July 1, 2024 |
Performance Compensation (Director)
| Equity Award | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|
| RSU (new director; one-year vest) | 670 | $72,099 | 100% on 1-year anniversary of Mar 15, 2024 |
| RSU (new director; four-year vest) | 1,340 | $144,197 | 25% annually on each of the next four anniversaries of Mar 15, 2024 |
| RSU (annual; 2024) | 1,662 | $187,706 | 100% on May 15, 2025 |
- Stock awards total (2024): $404,002; no options granted or held by non‑employee directors in 2024 .
- Performance metrics for director equity: None; director RSUs are service‑based, not performance‑based .
Other Directorships & Interlocks
| External Board | Potential Interlock with ACLS | Notable Transactions/Exposure |
|---|---|---|
| Rambus, Inc. | None disclosed | No related party transactions disclosed for 2024 |
| SanDisk Corporation | None disclosed | Not disclosed; no related party transactions identified in 2024 |
| Power Integrations, Inc. (prior) | None disclosed | Not disclosed; prior board service ended May 2023 |
FormFactor board overlaps exist among other Axcelis directors (St. Dennis and Titinger), but Axcelis reports no business relationship with FormFactor . SkyWater is a customer of Axcelis; directors Graves (current) and Kurtzweil (prior) served on its board; Board deemed independence unimpaired and transactions below Nasdaq thresholds .
Expertise & Qualifications
- Semiconductor CEO experience (Silicon Labs; Intersil) and senior leadership at Renesas provide customer and device perspective highly valued by Axcelis .
- Industry leadership through SIA Chair/Vice Chair roles underscores sector credibility and policy engagement .
- Mix of engineering, revenue growth, and profitability track record highlighted by the Board .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Shares owned (Mar 17, 2025) | 1,005 | Direct/indirect as defined; sole/shared voting/investment power |
| Rights to acquire shares by May 16, 2025 | 1,662 | Reflects vesting within 60 days; counted in beneficial ownership |
| Total beneficially owned | 2,667 | Less than 1% of class |
| Unvested RSUs (Dec 31, 2024, in addition to annual grant) | 2,010 | Total unvested RSUs at year‑end excluding 2024 annual RSU |
| Pledging/Hedging | Prohibited; none of the shares or rights are pledged | |
| Stock ownership guideline | Directors must hold ≥3× annual base Board retainer ($65,000); 5 years to comply |
Governance Assessment
- Strengths: Independent status; robust attendance (Board average 97% in 2024); service on key committees; use of independent comp consultant; strong governance policies including anti‑hedging/pledging and director ownership guidelines; clean 2024 related‑party disclosure; high say‑on‑pay support (93.8%) indicating investor confidence in compensation oversight .
- Compensation alignment: Director pay mix leans toward equity RSUs with multi‑year service vesting, supporting long‑term alignment; no options; vesting dates and share counts clearly defined .
- Independence/Interlocks: No compensation committee interlocks or insider participation requiring Item 404 disclosure; SkyWater customer relationship evaluated and deemed immaterial to independence; no other related‑party issues reported .
- Engagement: Participation in Compensation Committee (five meetings in 2024) and Technology & NPD Committee enhances oversight of executive pay and product strategy .
- RED FLAGS: None disclosed in 2024 regarding related‑party transactions, pledging/hedging, or attendance shortfalls; monitor external board roles for evolving conflicts, though none identified by Axcelis in 2024 .