Russell Low
AXCELIS TECHNOLOGIESAbout Russell Low
Russell J. Low, Ph.D., is President, CEO, and director of Axcelis Technologies (since May 2023), age 54, with prior leadership in engineering and customer operations across ion implant and semiconductor capital equipment companies . Under his tenure in 2024, Axcelis delivered revenue of $1.02B and EPS of $6.15 amid an industry downturn, with higher gross margins and strong free cash flow; five‑year cumulative TSR since 2019 outperformed the SOXX index . 2024 Say‑on‑Pay support was 93.8%, indicating investor alignment with pay design .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Axcelis Technologies | President & CEO | May 2023–present | Leads strategy following period of improving financial performance and market share . |
| Axcelis Technologies | EVP, Global Customer & Engineering Operations | 2021–May 2023 | Drove customer operations and engineering during market share gains . |
| Axcelis Technologies | EVP, Engineering | 2016–2021 | Led engineering for Purion platform innovations . |
| Veeco Instruments | VP Engineering, MOCVD BU; Sr. Director Eng., MBE BU | 2012–2013 (Sr. Dir. 2012; VP 2013) | Led compound semiconductor tool engineering . |
| Varian Semiconductor Equipment Associates | Various, incl. Director of Technology | 2003–2012 | Technology leadership in implant systems . |
| Applied Materials | Engineering roles (thermal processing and ion implant divisions) | 1997–2003 | Engineering roles across implant and thermal process . |
External Roles
| Organization | Role | Years |
|---|---|---|
| SEMI International | North American Advisory Board (NAAB) | Not disclosed |
| Massachusetts High Tech Council | Member | Not disclosed |
| Other public company boards | — | Not currently serving |
Fixed Compensation
Multi-year CEO compensation snapshot (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 372,692 | 530,102 | 633,000 |
| Stock awards ($) | 663,254 | 3,076,368 | 3,217,435 |
| Non‑equity incentive plan compensation ($) | 416,707 | 519,068 | 431,706 |
| All other compensation ($) | 9,150 | 9,900 | 11,367 |
| Total ($) | 1,461,804 | 4,135,438 | 4,293,508 |
2024 annual cash incentive design and outcome:
| Item | 2024 Plan |
|---|---|
| Target bonus % of base | 100% (CEO) |
| Company metrics (weight) | Revenue (50%), Operating profit (25%), Gross margin (25%) |
| Full‑year targets/goalposts | See table for 25%/100%/200% score lines |
| Actual 2024 results | Revenue $1,017.9M; Op profit $223.4M; Gross margin 45.0% |
| Plan score and payout | 68.2% funding; CEO bonus paid $431,706 |
Performance Compensation
2024 Axcelis Management Incentive (AMI) metrics and scoring:
| Metric | Target basis | Actual | Weight | Score | Weighted score |
|---|---|---|---|---|---|
| Revenue ($M) | 25%/100%/200% score posts per profit plan | 1,017.9 | 50% | 71.5% | 35.8% |
| Operating profit before plan ($M) | 25%/100%/200% posts per plan | 223.4 | 25% | 60.2% | 15.0% |
| Gross margin (pre‑plan) | 25%/100%/200% posts per plan | 45.0% | 25% | 69.7% | 17.4% |
| Total | — | — | — | — | 68.2% |
2024 Performance RSUs (PRSUs):
| Component | Design | Outcome |
|---|---|---|
| Structure | 10 operational goals; two weighted 25% each, eight weighted 12.5% each; max earn 150% of target | |
| Achieved | 10/10 goals achieved; 150% earned | |
| Vesting | 50% of earned PRSUs vested Feb 28, 2025; remaining 50% vest Feb 28, 2026, continued service required |
2024 time‑based RSUs:
| Grant date | Units | Vesting |
|---|---|---|
| May 15, 2024 | 14,244 service‑vesting RSUs (CEO) | 25% annually on each of first four anniversaries (through May 2028) |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (3/17/2025) | 40,632 shares owned; 10,076 shares subject to exercisable rights within 60 days; total 50,708; <1% of class |
| Unvested RSUs at 12/31/2024 | 36,351 service‑based RSUs ($2,539,844 at $69.87); 14,244 target PRSUs ($995,228 at $69.87) |
| Hedging/pledging | Prohibited for directors/officers; none of Low’s shares/rights are pledged or in margin |
| Stock ownership guidelines | CEO must hold shares equal to 3x base salary; 5 years to comply |
Upcoming vesting (potential supply/insider selling pressure):
| Tranche | Vest date | Shares | Type |
|---|---|---|---|
| PRSU (50% of 150% earned) | Feb 28, 2025 | 10,683 (50% of 21,366) | PRSU vested |
| RSU (25% of 2024 service grant) | May 15, 2025 | 3,561 (25% of 14,244) | Time‑based RSU |
| PRSU (remaining 50%) | Feb 28, 2026 | 10,683 | PRSU vested |
| RSU (annual tranches) | May 15, 2026–2028 | 3,561 per year through 2028 | Time‑based RSU |
Note: 2023 PRSUs (135% earned) fully vested by Feb 28, 2025, adding to near‑term supply .
Alignment observations:
- CEO ownership and guideline: at the 12/31/2024 close ($69.87), 40,632 shares approximate $2.84M of value versus a 3x base salary requirement of ~$1.90M, indicating likely compliance as of that date (calculation using disclosed share count and price) .
Employment Terms
| Term | Key provisions |
|---|---|
| Employment agreement | Effective May 2023; minimum base $633,000 (from 2024), target bonus 100% of base; auto‑renews yearly unless notice by April 1 |
| Severance (without cause/Good Reason) | 24 months base + 24 months bonus proxy (greater of prior‑year bonus% or 25% of base); full equity acceleration; up to 18 months COBRA |
| Estimated separation (12/31/2024) | Cash $2,690,883; equity acceleration value $2,046,338; COBRA $56,534; total $4,793,755 |
| Change‑of‑Control (double‑trigger) | 2x (base + target bonus) lump sum; equity acceleration valued per 280G methods; no excise tax gross‑up |
| Clawback | Dodd‑Frank compliant 3‑year restatement recoupment; plus 12 months of incentive comp for policy violations |
| Perquisites | No executive perquisites; standard 401(k) match and benefits as for employees |
Board Governance
- Board/Director service: Director since 2023; not independent (management director) .
- Leadership/independence: Independent Chair (since May 2024) and regular executive sessions of independent directors; all committee members meet enhanced independence standards .
- Committees: Dr. Low is not listed on Audit, Compensation, Nominating & Governance, or Technology committees (non‑independent CEO typically does not serve) .
- Attendance: No director below 75% attendance in 2024; Board/committee attendance averaged 97% .
- Policies: No hedging/pledging; no option repricing; double‑trigger CoC; no excise tax gross‑ups; robust stock ownership guidelines .
Compensation Structure Analysis
- Mix and leverage: In 2024, 50% of CEO total target pay was performance‑based (annual cash + PRSUs); equity comprised 70% of CEO target compensation, emphasizing long‑term alignment .
- 2024 outcomes: Below‑target AMI payout at 68.2% due to revenue, profit, and margin shortfalls; 2024 PRSUs paid at 150% on operational goals, driving realized CEO pay to 113% of target (assumes continued vesting) .
- Peer benchmarking: Committee targets median market pay; peer group constructed and refreshed with Pearl Meyer; 2025 peer set expanded (added Entegris, IPG Photonics, MKS, Novanta, OSI; removed 3D Systems, Varex) .
- Governance checks: Strong Say‑on‑Pay (93.8% in 2024), clawback expanded in 2023, prohibition on repricing and perqs, and double‑trigger CoC support alignment and risk control .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: 93.8% support at 2024 annual meeting; Board views as validation of program .
- Engagement: Active IR program; 18 conferences/NDRs in 2024; message emphasized resilient profitability, balance sheet strength, and leadership in power devices .
Risk Indicators & Red Flags
- Related parties: No related‑party transactions requiring disclosure in 2024 .
- Hedging/pledging: Prohibited and none reported; Section 16 compliance confirmed for 2024 .
- Equity plan features: No repricing; multi‑year vesting minimums; double‑trigger acceleration in cash deals; 2012 EIP share increase proposal keeps plan voting power dilution under 11% (burn rate well below ISS benchmark) .
- Legal/compliance: One HR policy incident remediated in 2024; manager resigned; otherwise no material compliance issues reported .
Investment Implications
- Alignment and incentives: High equity weighting with PRSUs tied to operational milestones, strict ownership guidelines, and prohibitions on hedging/pledging point to strong alignment; robust Say‑on‑Pay support reduces governance overhang .
- Retention and transition: CEO severance (24 months cash + full equity acceleration) and double‑trigger CoC (2x cash + equity) mitigate retention risk but create potential downside protection; clawback coverage moderates risk .
- Trading supply watch: Meaningful near‑term vestings (Feb/May 2025) could add technical selling pressure if shares are sold to cover taxes/liquidity needs; monitor Form 4s around these dates (10,683 PRSUs vested Feb 2025; ~3,561 RSUs vest May 2025) .
- Performance execution: 2024 under‑target AMI outcome vs. 150% PRSU earn suggests operational execution momentum even as macro softness pressures financials; maintaining revenue/profit traction will be key to future AMI/PRSUs and sentiment .