Tzu-Yin Chiu
AXCELIS TECHNOLOGIESAbout Tzu-Yin (“TY”) Chiu
Dr. Tzu‑Yin Chiu, age 68, has served as an independent director of Axcelis since 2018. He is President of National Silicon Industry Group (NSIG) since April 2020 and previously served as CEO of Zing Semi from 2019 (with intention to resign in early 2025), non‑executive Vice Chair and earlier CEO of SMIC, and CEO of Hua Hong Semiconductor; he also held senior roles at TSMC and AT&T/Bell Labs, reflecting 30+ years of semiconductor leadership and Asia market expertise . He has served on the Technology and New Product Development Committee since his election and on the Nominating and Governance Committee from 2018 to May 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Semiconductor Manufacturing International Corporation (SMIC) | CEO; later non‑executive Vice Chairman | CEO 2011–2017; non‑exec VC retired 2018 | Led a major China foundry; board member from 2011 |
| Hua Hong Semiconductor (HHNEC) | Chief Executive Officer | 2009–2011 | Led a pure‑play foundry in China |
| SMIC | Senior Vice President, Operations | 2001–2005 | Fab operations leadership |
| Taiwan Semiconductor Manufacturing Company (TSMC) | Senior Director, Fab Operations | Prior to 2001 | Advanced fab operations background |
| AT&T/Bell Labs | Head, High‑Speed Electronics Dept; Head, Silicon Research Operations | 1984–1996 | Technology research leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| National Silicon Industry Group (NSIG) | President; Board member | President since Apr 2020 | Parent of Simgui, Zing Semi, Okmetic; minority interest in Soitec |
| Zing Semi | Chief Executive Officer | 2019–early 2025 (intends to resign) | Semiconductor wafer company (NSIG subsidiary) |
| EverDisplay Optronics (Shanghai) Co., Ltd. | Director | Not disclosed | Display manufacturer (Shanghai) |
| Ascend Power | Director | Not disclosed | Not disclosed in proxy beyond director role |
| New Ray Mask | Chairman of the Board | Not disclosed | Mask‑related company |
| China Semiconductor Industry Association (CSIA) | Vice Council Chairman | Not disclosed | Industry association leadership |
| Global Semiconductor Alliance (GSA) | Board member | Not disclosed | Industry alliance board |
| UC Berkeley Engineering | Advisory Board member | Not disclosed | Engineering Advisory Board |
| Tsinghua‑Berkeley Institute | External Advisory Board member | Not disclosed | Advisory role |
Board Governance
- Independence: The Board determined all non‑management nominees other than the CEO are independent under Nasdaq rules; no material relationships with Axcelis beyond directorship/stockholder were identified for independent nominees .
- Committees: Dr. Chiu is a member of the Technology and New Product Development Committee since May 2018; he served on the Nominating and Governance Committee from 2018 to May 2024 (committee composition refreshed in May 2024) .
- Attendance: The Board held seven meetings in 2024; none of the incumbents attended less than 75%, and average attendance was 97%. All nominees attended the 2024 Annual Meeting in person except Dr. Chiu, due to employer travel restrictions .
- Leadership: Independent Chair since May 2024; executive sessions held regularly among independent directors .
- Governance policies: Director stock ownership guidelines (≥3× annual base retainer), annual board/CEO evaluations, and insider‑trading compliance are in place .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $70,000 | Annual retainers paid quarterly; reflects role/membership fees |
| Board Member annual retainer (H1 2024) | $60,000 | Effective Jan 1–Jun 30, 2024 |
| Board Member annual retainer (H2 2024) | $65,000 | Effective beginning Jul 1, 2024 |
| Committee membership/Chair retainers | $5,000–$25,000 categories | Tech/Nominating Member $5,000; Committee Chair ranges per schedule |
| Perquisites | None company‑paid | Reimbursement of reasonable out‑of‑pocket expenses only |
Performance Compensation
| Award Type | Shares/Units | Grant Date | Grant‑Date Fair Value | Vesting Schedule | Performance Conditions |
|---|---|---|---|---|---|
| Annual RSU (2024) | 1,662 | May 15, 2024 | $187,706 | 100% vest on May 15, 2025, subject to service | None; time‑based vesting |
| Stock options (2024) | N/A | N/A | N/A | None outstanding | None granted to non‑employee directors |
- Indemnification: Standard director indemnification agreements and D&O insurance (including Side A) are maintained .
- RSU sizing methodology: Based on $175,000 target value divided by a 30‑day average price ($105.31), with grant at market (closing price $112.94) .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock Considerations |
|---|---|---|---|
| NSIG (parent of Simgui, Zing Semi, Okmetic; minority in Soitec) | Semiconductor wafers/materials | President; Director | Potential ecosystem adjacency with Axcelis’ equipment customers/suppliers; no related‑party transactions disclosed in 2024 proxy |
| EverDisplay Optronics | Display manufacturer | Director | No Axcelis transaction disclosure |
| Ascend Power | Not disclosed | Director | No Axcelis transaction disclosure |
| New Ray Mask | Mask supplier | Chairman | No Axcelis transaction disclosure |
Note: The Board’s independence assessment explicitly considered commercial relationships and did not identify impairing relationships for independent nominees; SkyWater was discussed as an arms‑length customer with amounts below Nasdaq thresholds, and not pertaining to Dr. Chiu .
Expertise & Qualifications
- Deep semiconductor manufacturing leadership across foundry and equipment ecosystems; Asia market familiarity valuable as Axcelis expands in China .
- Technology research and fab operations expertise (AT&T/Bell Labs, TSMC) supports Technology and New Product Development Committee oversight .
- Global industry governance roles (CSIA, GSA) broaden network and strategic insight .
Equity Ownership
| Holder | Shares Owned (Mar 17, 2025) | RSUs/Exercisable Rights ≤ May 16, 2025 | Total Beneficial Ownership | % of Class | Pledge Status |
|---|---|---|---|---|---|
| Tzu‑Yin Chiu | 5,155 | 1,662 | 6,817 | <1% (*) | None pledged; not held in margin accounts |
- Director stock ownership guidelines: ≥3× annual base Board retainer (currently $65,000); five years to meet .
- Hedging/pledging policy: Insider trading policies implemented; directors/officers subject to policies designed to curtail insider trading; pledging prohibited for executives, and no pledges disclosed for directors in ownership table .
Governance Assessment
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Strengths:
- Independent status affirmed; strong attendance norms (Board avg 97%); regular executive sessions .
- Highly relevant technical/operations expertise aligned with Technology committee mandate; sustained committee engagement since 2018 .
- Director pay structure is balanced (cash retainer + time‑vest RSUs); no options or perquisites; clear sizing methodology and one‑year vesting increase alignment without encouraging short‑termism .
- Ownership guidelines and no pledging in beneficial ownership support alignment .
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Watch items:
- External leadership at NSIG and affiliates in wafer/materials could present perceived conflicts if Axcelis transacts with these entities; no related‑party transactions disclosed for Dr. Chiu in 2024, but continued monitoring advisable as China semiconductor activity expands (RED FLAG potential if transactions emerge) .
- Missed 2024 Annual Meeting due to employer travel restrictions—explained in proxy; not indicative of low engagement but note for attendance continuity .
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Compensation committee independence: Dr. Chiu did not serve on Compensation Committee in 2024; committee members had no relationships requiring Item 404 disclosure, reducing pay‑setting conflict risk .
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Overall: Governance signals are constructive—independence, relevant committee service, and conservative director pay practices. Potential conflict perception risk stems from NSIG roles; current disclosure shows no impairing relationships, but investors should monitor future related‑party disclosures .