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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 24, 2026
Axcelis Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
|
000-30941 |
|
34-1818596 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
108 Cherry Hill Drive
Beverly, Massachusetts 01915 |
| (Address of Principal Executive Offices) (Zip Code) |
Registrant’s telephone number, including
area code: (978) 787-4000
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on which registered |
| Common Stock, $.001 par value |
|
ACLS |
|
Nasdaq
Global Select Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Executive Vice President and Chief Financial Officer
On October 24, 2026, the Board of Directors
of Axcelis Technologies, Inc. (the “Company”) appointed Jeroen Delsman as Executive Vice President and Chief Financial
Officer, effective as of November 12, 2026. Mr. Delsman will succeed David Ryzhik, who has served as the Company’s interim
Chief Financial Officer.
Mr. Delsman, 50, brings 18 years of semiconductor
industry experience and more than 26 years of finance and accounting experience to the Company. Before joining the Company, Mr. Delsman
served as Vice President of Ferrotec USA Corporation, a subsidiary of Tokyo-based Ferrotec Corporation, an advanced materials, components,
systems, and manufacturing solutions company. Before that, he served as Vice President of Finance and Controller of the printed circuit
board division of Sanmina Corporation. He previously served as Vice President of Business Finance and Operations at Veeco Instruments
Inc. (“Veeco”), where he supported the business unit general managers and operations leaders. He has also held various finance
leadership roles at Lam Research Corporation, Novellus Systems, Inc., McKesson Corporation and Silicon Graphics, Inc. Mr. Delsman
began his career in the financial audit division of KPMG in the Netherlands. Mr. Delsman holds a Bachelor of Science in Accounting
from The Hague University of Applied Sciences in the Netherlands and a Master of Business Administration from California Polytechnic State
University, San Luis Obispo.
There are no family relationships between Mr. Delsman
and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Delsman and any other
person pursuant to which he was selected as an officer of the Company, other than his employment arrangements with the Company. There
are no transactions involving Mr. Delsman requiring disclosure under Item 404(a) of Regulation S-K.
Compensatory Arrangements for Chief Financial Officer
In connection with his appointment, on October 26, 2026, the Company
and Mr. Delsman entered into an offer letter agreement (the “CFO Offer”). Pursuant to the CFO Offer:
| · | Mr. Delsman will receive an annual base salary of $500,000. |
| · | He will be eligible to participate in the Axcelis Team Incentive plan starting
in 2027, with a target equal to 75% of his base salary. |
| · | He will receive a $352,000 sign-on cash bonus, payable upon commencement
of employment. The bonus must be repaid if he voluntarily separates or is terminated for cause within one year following commencement
of employment. |
| · | He will receive a sign-on restricted stock unit award with a grant date value
of $1,200,000 (the “Sign-On RSU Award”). The Sign-On RSU Award will vest 33.33% on the six-month anniversary of the grant
date, 33.33% on the second anniversary of the grant date, and 33.34% on the third anniversary of the grant date, subject to continued
employment through each such date. |
| · | He will be eligible to receive annual equity awards in connection with the
Company’s annual equity award cycles with an expected grant date target value of at least $1,200,000. |
| · | He will receive an $80,000 relocation bonus to support housing, travel, lodging,
and related expenses during the first year of employment. The bonus must be repaid if he voluntarily separates or is terminated for cause
within one year following commencement of employment. |
| · | Subject to approval by the board of directors of the combined company following
the closing of the pending merger with Veeco, he is expected to receive a three-year performance-based special equity grant with a grant
date target value of $1,200,000. |
| · | Following Mr. Delsman’s commencement of employment with the Company,
he will be subject to the Indemnification Agreement, Change in Control Severance Agreement (with a lump-sum severance multiple under Section 2.2
of such agreement of 1.5) and Executive Separation Pay Agreement, substantially in the forms included as Exhibits 10.2, 10.3, and 10.11,
respectively, to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26,
2026. |
The foregoing summary of the CFO Offer does not purport to be complete
and is qualified in its entirety by reference to the CFO Offer, dated October 26, 2026, which is filed as Exhibit 10.1 to this
Current Report on Form 8-K.
Following Mr. Delsman’s appointment, Mr. Ryzhik will
continue as the Company’s Senior Vice President of Corporate Development and Investor Relations.
| Item 7.01 |
Regulation FD Disclosure. |
On October 27, 2026, the Company issued a press release announcing
Mr. Delsman’s appointment as Executive Vice President and Chief Financial Officer of the Company. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Exhibit 99.1 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities
under that section and shall not be deemed to be incorporated by reference into any filing of the registrant under the Securities Act
of 1933 or the Exchange Act. A copy of the press release is also available on the Company’s website at https://axcelis.gcs-web.com/news-releases.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
| 10.1 |
|
CFO Offer, dated October 26, 2026, by and between Axcelis Technologies, Inc. and Jeroen Delsman. |
| |
|
|
| 99.1 |
|
Press Release, dated October 27, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
AXCELIS TECHNOLOGIES, INC. |
| |
|
| |
By: |
/s/ Eileen J. Evans |
| Date: October 27, 2026 |
Eileen J. Evans |
| |
Executive Vice President HR/Legal
and General Counsel |
Exhibit 99.1
Axcelis Technologies
Names Jeroen Delsman as
Executive Vice President and Chief Financial Officer
BEVERLY, Mass., October 27, 2026
– Axcelis Technologies, Inc. (Nasdaq: ACLS), a leading supplier of enabling ion implantation solutions for the semiconductor
industry, today announced the appointment of Jeroen Delsman as Executive Vice President and Chief Financial Officer effective November 12,
2026. David Ryzhik, who has served as Interim CFO during the transition period, will assume the new role of Senior Vice President, Corporate
Development and Investor Relations, reporting directly to Russell Low, with responsibility for leading integration planning and execution
related to the pending merger with Veeco, corporate development, investor relations and other strategic initiatives.
President and CEO Russell Low stated,
“We are delighted to welcome Jeroen to Axcelis. He brings deep financial expertise, extensive global industrial and semiconductor
industry experience and, importantly, a strategic mindset and proven leadership abilities to the role. Jeroen has a demonstrated track
record of leading organizations through phases of growth and transformation, building strong teams and translating strategy into measurable
results. I look forward to partnering with him as we pursue our growth opportunities and build an even stronger company for the future.”
Mr. Delsman said, “I am honored
to join Axcelis as the Company enters an exciting and transformative new chapter. I look forward to working with the leadership team,
Board and talented finance organization to build on the Company’s momentum, drive disciplined financial and operational execution
and create long-term value for our shareholders.”
Dr. Low stated, “I want to
thank David for his contributions and leadership while serving as Interim CFO. In his new role as Senior Vice President, Corporate Development
and Investor Relations, David will have responsibility for a number of critical functions and ongoing strategic initiatives. His deep
knowledge of Axcelis’ business and operations and experience supporting the Veeco transaction will be especially valuable as we
prepare for integration and position the Company for its next phase of growth.”
“It has been a privilege to serve
as Interim CFO, and I’m excited to take on this new role at such an important time for Axcelis,” said Mr. Ryzhik, Senior
Vice President, Corporate Development and Investor Relations. “I look forward to partnering with Russell, Jeroen and our leadership
team to advance our strategic priorities and capitalize on the opportunities ahead.”
About Jeroen Delsman
Mr. Delsman
has more than 26 years of experience in finance, accounting and corporate strategy across global industrial and semiconductor companies.
He joins Axcelis from Ferrotec (USA) Corporation, the U.S. subsidiary of global materials, components and precision systems supplier
Ferrotec Corporation, where he served as Vice President overseeing the organization’s profit and loss, strategy and operations.
Previously, he held roles as Vice President of Finance and Controller at Sanmina Corporation and Vice President of Business Finance and
Operations at Veeco Instruments Inc., as well as various finance leadership roles at Lam Research Corporation, Novellus Systems, Inc.,
McKesson, and Silicon Graphics. He holds a Master of Business Administration from California Polytechnic State University in San Luis
Obispo and a Bachelor of Science in Accounting from The Hague University of Applied Sciences in the Netherlands.
About Axcelis:
Axcelis (Nasdaq: ACLS), headquartered in Beverly, Mass., has been providing innovative, high-productivity solutions for the semiconductor
industry for nearly 50 years. Axcelis is dedicated to developing enabling process applications through the design, manufacture and complete
life cycle support of ion implantation systems, one of the most critical and enabling steps in the IC manufacturing process. Learn more
about Axcelis at www.axcelis.com.
CONTACTS:
Investor Relations Contact:
David Ryzhik
Senior Vice President and Interim CFO
Telephone: (978) 787-2352
Email: David.Ryzhik@axcelis.com
Press/Media Relations Contact:
Maureen Hart
Senior Director, Corporate & Marketing Communications
Telephone: (978) 787-4266
Email: Maureen.Hart@axcelis.com
