Thomas St. Dennis
AXCELIS TECHNOLOGIESAbout Thomas St. Dennis
Independent director of Axcelis Technologies (since 2015), age 71. St. Dennis is non‑executive Chairperson of FormFactor, Inc. (since 2016), previously Executive Chair (beginning 2013) and CEO (2010–2014). Earlier roles include Senior VP & GM, Silicon Systems Group at Applied Materials (1992–1999; 2005–2009) and EVP, Sales & Marketing at Novellus Systems (2003–2005). He currently serves on the boards of FormFactor and Veeco Instruments Inc. and has chaired Axcelis’s Technology and New Product Development Committee since May 2020, with prior and ongoing service on the Nominating & Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FormFactor, Inc. | Chief Executive Officer | 2010–2014 | Led semiconductor test equipment company; later transitioned to Executive Chair, then Non‑Executive Chair . |
| FormFactor, Inc. | Executive Chairperson | 2013–2016 (non‑exec Chair from 2016) | Executive oversight; then governance leadership as non‑exec Chair . |
| Applied Materials, Inc. | SVP & GM, Silicon Systems Group | 1992–1999; 2005–2009 | Ran core silicon systems business; deep capital equipment operations experience . |
| Novellus Systems, Inc. | EVP, Sales & Marketing | 2003–2005 | Customer and go‑to‑market leadership in semi cap equipment . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| FormFactor, Inc. | Non‑Executive Chairperson; Director | 2016 | Chair since 2016; no Axcelis business relationship noted with FormFactor . |
| Veeco Instruments Inc. | Director | — | Currently serves on Veeco’s board . |
Board Governance
- Independence and attendance: Board determined all nominees except CEO (Dr. Low) are independent under Nasdaq; none of the incumbents attended <75% of 2024 meetings/committees; average attendance 97% across Board/committee meetings; Board held seven meetings in 2024; independent director executive sessions held regularly .
- Committee roles (Axcelis): St. Dennis serves on Nominating & Governance and Technology & New Product Development Committees; Chair of Technology & New Product Development Committee since May 2020 .
- Nominating & Governance Committee activity: Four meetings in 2024; chairs and membership changes disclosed (Quirk appointed Chair after May 2024) .
- Board leadership: Independent Chair (Jorge Titinger) since May 2024 .
- Merger governance signal: Under the Axcelis–Veeco merger agreement, the combined Axcelis Board is expected to have 11 members and designate Thomas St. Dennis as Chairman immediately after closing (expected 2026), with one independent director serving on both boards recusing from the approval process .
Fixed Compensation
| Component | 2024 Amount/Terms | Notes |
|---|---|---|
| Fees earned or paid in cash | $77,500 | Reported 2024 cash fees for Thomas St. Dennis . |
| Cash structure (no meeting fees) | Annual retainers only, paid quarterly | Director cash comp consists solely of retainers . |
| Retainer schedule (H1 2024 vs H2 2024) | Board Member: $60,000 → $65,000; Tech & New Product Dev. Chair: $10,000 → $10,000; Nominating & Governance Member: $5,000 → $5,000 | Mid‑year updates effective July 1, 2024; aligns with St. Dennis’s reported $77.5k cash total for 2024 . |
| Indemnification & insurance | Standard director indemnification; D&O plus Side‑A coverage; no perquisites (expenses reimbursed) | Applies to all non‑employee directors . |
Performance Compensation
| Grant Date | Type | Shares | Grant‑Date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| May 15, 2024 | RSU | 1,662 | $187,706 | 100% on May 15, 2025, subject to service | Annual non‑employee director grant terms for 2024 . |
| 2024 Stock options | — | — | — | — | No stock option grants to non‑employee directors in 2024; none outstanding at year‑end 2024 . |
The director equity program is service‑based; no performance metrics apply to non‑employee director awards .
Other Directorships & Interlocks
| Relationship | Detail | Governance/Conflict Note |
|---|---|---|
| Veeco Instruments (outside directorship) | St. Dennis serves on Veeco’s board . | Axcelis–Veeco merger: one independent director serving on both boards recused from approving the merger; post‑close, St. Dennis is designated to serve as Chairman of the Axcelis Board (combined company) . |
| FormFactor (outside directorship) | Non‑Exec Chair; also a director . | Axcelis disclosed no business relationship with FormFactor; no related‑party transaction identified . |
| Related‑party screening | 2024: No related person transactions requiring disclosure were identified; Nominating & Governance Committee oversees item 404 reviews . |
Expertise & Qualifications
- Semiconductor capital equipment leadership (Applied Materials, Novellus, FormFactor CEO/Chair), global operations, customer/sales expertise; Board skills matrix indicates coverage in public company CEO, semiconductor industry, capital equipment, global experience, customer viewpoint, and M&A management for St. Dennis .
Equity Ownership
| Holder | Shares Owned (3/17/2025) | Shares Subject to Exercisable Rights by 5/16/2025 | Total Beneficial Ownership | % of Class | Pledged/Margin |
|---|---|---|---|---|---|
| Thomas St. Dennis | 11,907 | 1,662 | 13,569 | <1% | None; not held in margin or subject to pledge . |
- Director stock ownership guidelines: Non‑employee directors must hold shares equal to 3× the annual base Board retainer (currently $65,000); five years to meet the guideline .
- Section 16 compliance: Company reports all directors and officers complied with Section 16(a) filing requirements in 2024 .
Governance Assessment
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Strengths
- Independent director with deep semi cap‑equipment operating and board experience; chairs technology/new product committee, aligning directly with Axcelis’s innovation and product roadmap .
- Strong board process/engagement environment: independent chair structure, regular executive sessions, and high attendance (97% average) support effective oversight; St. Dennis sits on core governance and technology committees; N&G Committee met four times in 2024 and manages board evaluations and policy frameworks .
- Pay alignment: modest cash retainers with majority of director total comp delivered in equity (2024: $77.5k cash vs $187.7k RSUs), fostering shareholder alignment; no options granted, reducing risk of option‑related incentives .
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Watch items and mitigants
- Interlock and transaction governance: Concurrent directorship at Veeco during Axcelis–Veeco merger presents interlock/conflict sensitivity; mitigated by disclosed recusal of the independent director serving on both boards from approval. Post‑close plan to appoint St. Dennis as Chairman concentrates influence and heightens importance of continued robust independent oversight and committee leadership balance .
- Ownership alignment: Beneficial ownership is <1% of shares outstanding; while director guidelines (3× base retainer) exist and allow five years for compliance, the proxy does not state individual compliance status—investors may seek confirmation of progress relative to the guideline .
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No red flags identified
- No related‑party transactions involving St. Dennis; no pledging of shares; Company reports full Section 16 compliance in 2024 .
RED FLAGS: None disclosed specific to St. Dennis. The Veeco interlock during a merger is a potential conflict vector but was handled via recusal; investors should monitor final board composition and committee independence post‑merger for sustained checks and balances .
[Citations: ACLS 2025 DEF 14A; ACLS 8‑K filings as referenced above.]