Use these links to rapidly review the document
TABLE OF CONTENTS

Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

 

---

Table of Contents

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to Be Held May 14, 2013

        The 2013 annual meeting of the stockholders of Axcelis Technologies, Inc., a Delaware corporation, will be held at the offices of Edwards Wildman Palmer LLP, 111 Huntington Avenue, Boston, Massachusetts, at 11:00 a.m. on Tuesday, May 14, 2013 for the following purposes:

1.

To elect as directors the seven nominees named in the attached proxy statement to serve until the 2014 annual meeting of stockholders.

2.

To amend the 2012 Equity Incentive Plan to increase the shares reserved for issuance thereunder.

3.

To ratify the appointment of our independent registered public accounting firm to audit our financial statements for the year ending December 31, 2013.

4.

To cast a non-binding advisory vote on the compensation of our named executive officers.

5.

To transact such other business as may properly come before the meeting or any adjournment thereof.

        Only stockholders of record at the close of business on March 18, 2013 will be entitled to vote at the annual meeting or at any adjournment. It is important that your shares be represented at the meeting. Therefore, whether or not you plan to attend the meeting, please complete your proxy card and return it in the enclosed envelope, which requires no postage if mailed in the United States. If you attend the meeting and wish to vote in person, your proxy will not be used.

Directions to the offices of Edwards Wildman Palmer LLP at 111 Huntington Avenue, Boston, Massachusetts, can be found at www.edwardswildman.com, under the Offices/Boston tab.

Stockholders should bring identification and, after checking in with the Security Desk in the building lobby, present themselves at the office's main reception on the 20^th floor.

---

Table of Contents

PROXY STATEMENT

---

TABLE OF CONTENTS

---

Table of Contents

GENERAL INFORMATION ABOUT VOTING

        The Board of Directors of Axcelis Technologies, Inc. ("Axcelis" or the "Company") is soliciting your proxy for use at the 2013 annual meeting of stockholders to be held on Tuesday, May 14, 2013 and at any adjournment of the meeting. This proxy statement and the accompanying proxy card are first being sent or given to stockholders of Axcelis on or about March 26, 2013. The meeting will be held at the offices of Edwards Wildman Palmer LLP, 111 Huntington Avenue, Boston, Massachusetts. Directions to these offices can be found at www.edwardswildman.com, under the Offices/Boston tab. Stockholders should bring identification and, after checking in with the Security Desk in the building lobby, present themselves at the office's main reception on the 20th floor.

        Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 14, 2013:    This Proxy Statement and our Annual Report to Shareholders are available on our website at: www.axcelis.com/proxy.html.

        Who can vote.    You may vote your shares of Axcelis common stock at the annual meeting if you were a stockholder of record at the close of business on March 18, 2013. On that date, there were 108,235,774 shares of common stock outstanding. You are entitled to one vote for each share of common stock that you held on the record date.

        How to vote your shares.    You may vote either by proxy or by attending the meeting and voting in person. To vote by proxy, either (A) complete, sign, date and mail your proxy card or voting instruction form or (B) follow the instructions on the card or form for voting online or by telephone. If your shares are held by a nominee (e.g., a bank or broker), you must request a legal proxy from your nominee as proof of ownership in order to vote in person at the meeting.

        The proxies named in the proxy card will vote your shares as you have instructed. If you sign and return the proxy card without indicating how your votes should be cast, the proxies will vote your shares in favor of each proposal, as recommended by our Board of Directors. Even if you plan to attend the meeting, please vote by mail, telephone or online to ensure that your shares are represented at the meeting. If you attend the meeting, you can still revoke your proxy by voting in person. If your shares are held in a brokerage or bank account, you must make arrangements with your broker or bank to vote your shares in person.

        Proposals to be considered at the annual meeting.    The principal business expected to be transacted at the meeting, as more fully described below, will be the re-election of seven directors whose current terms end in 2013, the approval of an amendment to the 2012 Equity Incentive Plan, the ratification of the selection of independent auditors of the Company and an advisory vote on executive compensation.

        Quorum.    A quorum of stockholders is required to transact business at the meeting. A majority of the outstanding shares of common stock entitled to vote, represented at the meeting in person or by proxy, constitutes a quorum for the transaction of business.

3

---

Table of Contents

        Number of votes required.    The votes required to approve the proposals that are scheduled to be presented at the meeting are as follows:

        Abstentions.    Abstaining from voting for a nominee in the election of directors or on any of the other proposals will reduce the number of votes cast as well as the number of votes in favor so will have no impact on the results of voting.

        Broker non-votes.    A broker non-vote occurs when a broker cannot vote a customer's shares registered in the broker's name because the customer did not send the broker instructions on how to vote on the matter and the broker is barred by law or stock exchange regulations from exercising its discretionary voting authority in the particular matter. Brokers will have voting discretion for shares registered in their own name on the proposal to ratify the appointment of our independent auditors, but not in the election of directors or the other proposals. Broker non-votes will not be included in the votes cast, so will have no impact on the results of voting with respect to the election of directors and the other proposals.

        Discretionary voting by proxies on other matters.    Aside from the proposals for the election of directors, the approval of an amendment to the 2012 Equity Incentive Plan, the ratification of our selection of auditors and the advisory vote on executive compensation, we do not know of any other proposals that may be presented at the 2013 annual meeting. If another matter is properly presented for consideration at the meeting, the persons named in the accompanying proxy card will exercise their discretion in voting on the matter.

        How you may revoke your proxy.    You may revoke the authority granted by your executed proxy card at any time before we exercise it by filing with our Corporate Secretary, Lynnette C. Fallon, a written revocation or a duly executed proxy card bearing a later date, or by voting in person at the meeting. If your shares are held in a brokerage account, you must make arrangements with your broker or bank to revoke your proxy.

        Expenses of solicitation.    We will bear all costs of soliciting proxies. We will upon request reimburse brokers, custodians and fiduciaries for out-of-pocket expenses incurred in forwarding proxy solicitation materials to the beneficial owners of stock held in their names. In addition to solicitations by mail, our directors, officers and employees may solicit proxies from stockholders in person or by other means of communication, including telephone, facsimile and e-mail, without additional remuneration. We may retain a proxy solicitation firm to assist in the solicitation of proxies. We will bear all reasonable fees and expenses if such a firm is retained.

4

---

Table of Contents

        Householding of Annual Meeting Materials.    Some banks, brokers and other nominee record holders may be "householding" our proxy statements and annual reports. This means that only one copy of our proxy statement and annual report to stockholders may have been sent to multiple stockholders in your household. We will promptly deliver a separate copy of either document to you if you call or write us at the following address or telephone number: Axcelis Technologies, Inc., 108 Cherry Hill Drive, Beverly, Massachusetts 01915, Attn: Corporate Secretary, telephone: (978) 787-4000. If you want to receive separate copies of the proxy statement or annual report to stockholders in the future, or if you are receiving multiple copies and would like to receive only one copy per household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address and telephone number. Our annual report is also available on our website at www.axcelis.com.

5

---

Table of Contents

SHARE OWNERSHIP OF 5% STOCKHOLDERS

        The following table shows the amount of our common stock beneficially owned as of December 31, 2012 by persons known by us to own more than 5% of our common stock.

6

---

Table of Contents

SHARE OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS

        The following table shows the amount of our common stock beneficially owned as of March 18, 2013 by our directors, the executive officers named in the Summary Compensation Table below, and all of our current executive officers and directors as a group.

7

---

Table of Contents

PROPOSAL 1: ELECTION OF DIRECTORS

        Our Board of Directors has fixed the number of directors at seven. The number of directors is subject to increase or decrease by action of the Board. At the 2013 annual meeting, all seven of the current directors have been nominated for re-election to hold office for a term of one year until our annual meeting in 2014 and until their successors are elected and qualified. Each of the Board's nominees has consented to serve if elected. However, if any nominee is unable to serve, proxies will be voted for any other candidate nominated by the Board. The Board recommends a vote FOR each of the seven nominees.

        The following table contains biographical information about the current directors who are nominees for re-election.

8

---

Table of Contents

9

---

Table of Contents

Experience, Qualifications Attributes of the Nominees and Continuing Directors

        The specific experience, qualifications, attributes or skills of the nominees that led to the conclusion that each of these individuals should serve as a director of the Company, in light of our business and structure, are:

•

Mr. Fletcher's work experience gives him extensive experience in strategic planning, especially in the area of market analysis for technology-based businesses, which has been beneficial to the Board's understanding of the Company's business opportunities. Mr. Fletcher's work also provides him with insight into capital formation matters which may be beneficial in the future. Mr. Fletcher has served on the Compensation Committee since May 2006 and on the Audit Committee since April 2004. The Board highly values his contributions in these roles.



•

Mr. Hardis' work experience as a chief executive officer and chief financial officer of a global capital equipment business gives him the skills to provide leadership and guidance to management and the other Board members with respect to financial and operational matters affecting Axcelis. In addition, Mr. Hardis' experience on other public company boards of directors has exposed him to broad experience in corporate governance matters that has benefited our board. Finally, Mr. Hardis' experience with our business when it was owned by Eaton Corporation has provided our Board with a historical context in which to address issues relating to our business and products. Mr. Hardis has served as Lead Director since May 2006 (prior to which he was Chairman beginning in 2000), and has also served on both the Compensation Committee and Nominating and Governance Committee since those committees were formed in 2000 and 2002, respectively. The Board highly values his contributions in these roles.



•

Mr. Jennings' work experience in accounting, risk management and internal controls gives him the skills needed to lead the Board's Audit Committee. His role as a senior executive at two financial institutions also gives him the skills to provide leadership and guidance to management and the other Board members in respect to the financial and operational matters affecting Axcelis. Mr. Jennings has served as chairman of the Board's Audit Committee since April 2004

10

---

Table of Contents

and as a board member since June 2003. The Board has benefited from his strong leadership on the Audit Committee.

•

Mr. Keithley brings extensive, broad-based international business and executive management and leadership experience from his leadership roles at Keithley Instruments, Inc. to his role as a member of our Board of Directors. Among other things, Mr. Keithley draws upon his extensive knowledge in the global semiconductor and electronics industries garnered while leading Keithley Instruments, Inc. Mr. Keithley also has extensive public company board and governance experience. Mr. Keithley has served as a member of the Audit Committee since joining the Board in 2011 and the Board has benefited from his continuing service on that committee. In addition, Mr. Keithley serves as a member of an Ad Hoc Technology Committee.



•

Mr. Nettles' work experience as a chief executive officer and chief financial officer of a global capital equipment business gives him the skills to provide leadership and guidance to management and the other Board members in respect to the financial and operational matters affecting Axcelis. Mr. Nettles has also had meaningful experience in corporate transactions, especially in the area of mergers and acquisitions, which has been helpful to management and the other Board members in recent years and may be beneficial in the future. Mr. Nettles has served as Chairman of the Board's Nominating and Governance Committee since its formation in 2002 and the Board has benefited from his strong leadership in that area. Mr. Nettles also served as a member of the Audit Committee during a portion of 2011 and 2012. In addition, Mr. Nettles serves as Chairman of the Ad Hoc Technology Committee. The Board highly values his contributions in these roles.



•

Ms. Puma's long experience in our industry, as well as her role as Axcelis' chief executive officer and president allow her to provide essential insight into the Company's past and current business operations which is critical to the Board's decision-making in all financial and operational matters affecting Axcelis. Ms. Puma's strong leadership during challenging periods of the Company's history, notably her oversight of a complete revitalization of the Company's product lines while implementing substantial cost reductions, have been highly valued by the Board.



•

Mr. Thompson's work experience leading a number of companies in the telecom industry gives him the skills to provide leadership and guidance to management and the other Board members in respect to the financial and operational matters affecting Axcelis. Mr. Thompson has also had significant experience in corporate transactions, especially in the capital markets, which has been helpful to management and the other Board members in recent years and may be beneficial in the future. Mr. Thompson has served as chairman of the Board's Compensation Committee since October 2002 and the Board has benefited from his strong leadership in that area. Mr. Thompson joined the Nominating and Governance Committee in 2012.

11

---

Table of Contents

COMPENSATION OF DIRECTORS

        The Nominating and Governance Committee has responsibility under its charter to review and recommend non-employee director compensation for adoption by the full Board. All equity grants to non-employee directors have been made either (A) under automatic granting language in the 2000 Stock Plan or (B) by the Compensation Committee on the recommendation of the Nominating and Governance Committee or full Board under the 2000 Stock Plan or the 2012 Equity Incentive Plan.

        2012 Director Fees.    Cash retainers and meeting fees for our non-employee directors, which have not changed since 2007, are as follows:

        Non-employee directors also receive reimbursement of out-of-pocket expenses incurred in attending Board and committee meetings. Non-employee directors do not receive any Company-paid perquisites.

        The Board of Directors may, from time to time, form ad hoc committee(s) (such as the Ad Hoc Technology Committee formed in November 2011) in addition to the Audit, Compensation and Nominating and Governance Committees and fix compensation for service on such ad hoc committees.

        2012 Equity Awards.    On April 27, 2012, the Compensation Committee approved the issuance under the 2012 Equity Incentive Plan of non-qualified stock options exercisable for 40,000 shares of common stock to each of the non-employee directors, effective July 16, 2012. These option grants became fully exercisable on January 13, 2013 (181 days after the date of grant) as each director remained in service on that date. Long term ownership of equity awards by directors is encouraged through the Company's director stock ownership guidelines in effect during 2012, which provide that non-employee directors should own at least the lesser of (i) a value equal to at least three times the amount of the annual base retainer paid to outside directors for service on the Board (which was $30,000 in 2012), excluding additional committee retainers, if any, or (ii) 20,000 shares of Axcelis common stock. This level was set to create meaningful investments by directors in shares of the Company, so that their interest in the value of the Company's stock was not limited to stock price appreciation via options without a downside. Directors are also subject to the Company's Policies and Practices Relating to Axcelis Securities, which are discussed below under "Corporate Governance—Policies regarding Ownership and Transactions in Axcelis Securities by Directors and Officers."

12

---

Table of Contents

Director Compensation during Fiscal 2012

        The chart below shows compensation for all non-employee directors who served the Company during 2012:

CORPORATE GOVERNANCE

Board of Directors Leadership Structure

        Our Governance Policies provide that, if the Chairman of the Board is the Chief Executive Officer, the independent directors shall elect a Lead Director. The Board believes that having a Lead Director allows the Chief Executive Officer to focus principally on managing the Company, enhances Board administration and communications between the independent directors, and allows for consistent Board leadership during any Chief Executive Officer transition. Accordingly, when Mary G. Puma became Chairman of the Board of Directors in May 2006 in addition to her role as Chief Executive Officer, Stephen R. Hardis was appointed by the Board as Lead Director. The responsibilities of the Lead Director include:

•

Setting the board's agenda in collaboration with the CEO;



•

Acting as a regular communication channel between the board and CEO;



•

Organizing and presiding over executive sessions to review the Company's performance and management effectiveness;

13

---

Table of Contents

•

Conducting exit interviews with resigning senior managers to determine whether their departure reflect problems with the CEO or other company issues;



•

Coordinating the activities of the independent directors;



•

With the Chairman of the Nominating and Governance Committee, addressing any actions arising from the annual Board self-evaluation, coordinating the assessment of the committee structure, organization, and charters, and evaluating the need for any changes; and



•

With the Chairman of the Compensation Committee, coordinating the performance evaluation of the Chairman and CEO.

        The Board designates the Lead Director annually after each annual meeting of shareholders. Our Board has determined that this leadership structure is appropriate for our business because the title of Chairman is commonly recognized by our customers as being the top management position. Giving Ms. Puma that title ensures that she is recognized by all third parties as our most senior manager. In practice, the role of the Lead Director as described above and in our Governance Policies encompasses all of the management oversight and Board leadership functions typically held by a non-executive Chairman. The Company provides an appropriately substantial retainer to compensate the outside director assuming the Lead Director role for the director's time, effort and focus.

Risk Oversight

        Axcelis' business involves many unavoidable operational and financial risks which management and our Board seek to mitigate through careful planning and execution. Our risks include:

•

The highly competitive nature of the semiconductor equipment industry, which may limit the rate and level of acceptance of our current products by customers;



•

We may be unable to continually invest in product improvement and new product development to meet customer expectations for both technological and cost factors;



•

We may be unable to maintain an adequate a global infrastructure to support our customers;



•

The cyclical nature of the semiconductor industry and its overall condition in a particular period;



•

We may be unable to access sufficient capital to meet fluctuating capital requirements; and



•

The uncertainties of global economies, including the availability of credit.

        A more extensive list of risk factors associated with our business can be found in the Company's 2012 Annual Report on Form 10-K filed with the Securities and Exchange Commission and in the Annual Report to Stockholders which accompanies this proxy statement.

        The Board of Directors has two primary methods of overseeing risk. The first method is through its Enterprise Risk Management ("ERM") process, which allows for full Board oversight of the most significant risks facing the Company. The second is through the functioning of the Board committees. The Board of Directors established the ERM process to ensure a complete company-wide approach to risk over six core areas:

•

Industry and Competition;



•

Product Quality and Service;



•

Product Development;



•

Gross Margin;



•

Supply Chain; and



•

Strategic Planning.

14

---

Table of Contents

        The goal of the ERM process is to provide an ongoing effort, effected at all levels of the Company across all corporate functions, to identify and assess risk, monitor risk, and agree on mitigating action. At each quarterly in-person Board meeting, senior management provides a report on specific risks identified within each of the core areas, commenting on the trend and the status of the risk at the time of the report. The Audit Committee will periodically review the ERM process to ensure that it is robust and functioning effectively.

        In addition to the ERM process, each committee of the Board oversees specific areas of risk relevant to the committee through direct interactions with the Chief Executive Officer and the heads of corporate functions. For instance, the Audit Committee oversees risk relating to financial reporting through its interactions with the Chief Financial Officer and Controller. The Ad Hoc Technology Committee formed in November 2011 is overseeing risk in the Company's technology and product development initiatives. This Committee, currently comprised of Messrs. Nettles and Keithley, met four times during 2012. A committee may address risks directly with management or, where appropriate, may elevate a risk for consideration by the full Board.

        The separate ERM process and Board committee approach to risk management leverages the Board's leadership structure to ensure that risk is overseen by the Board on both a Company-wide approach and through specific areas of competency.

        In order to ensure that longer term risks are also considered by the Board in a timely and consistent matter, the full Board dedicates one in-person meeting each year to review and approve a strategic plan and to review and approve a profit plan. These plans are used to manage the business throughout the year. In addition, one Board meeting each year is focused on longer term technology development to ensure the emerging market trends are identified understood and their implications for Axcelis' products appropriately addressed. Finally, the Board dedicates an in-person meeting each year to an executive talent review, which includes a review and discussion of succession planning for key management positions.

Board of Directors Independence and Meetings

        The Board of Directors has determined that all directors who served on the Board during 2012, other than Ms. Puma, are or were independent under the criteria established by Nasdaq, and that the members of the Audit Committee also meet the additional independence requirements of the Securities and Exchange Commission. None of the directors, to the Company's knowledge, had any business, financial, family or other type of relationship with the Company or its management (other than as a director and stockholder of the Company), except for any relationships that the Board considered to be immaterial under the Nasdaq independence standards. In determining that each such director is independent, the Board considers whether Axcelis purchases and sells products and services from and to companies (or their affiliates) at which directors are or have been employed as officers or serve as directors. The Board also determines that members of the Audit and Compensation Committees meet additional independence requirements under SEC rules, Internal Revenue Code rule and additional Nasdaq rules.

        Our Board of Directors held five meetings during 2012. Independent directors have regularly scheduled executive sessions at which only independent directors are present. Each current director attended 100% of the meetings of the Board and of those committees of which the director is a member. All Board members whose terms continue after the annual meeting of stockholders are expected to attend the annual meeting of stockholders, subject to special circumstances. All Board members then in office, other than Mr. Keithley who had an unavoidable conflict, attended the annual meeting in 2012.

        Our Board has standing Audit, Compensation and Nominating and Governance Committees.

15

---

Table of Contents

Compensation Committee

        During 2012, the Compensation Committee was composed of Mr. Thompson (Chairman), Mr. Hardis and Mr. Fletcher. The Compensation Committee holds four regularly scheduled meetings per year and occasionally calls special meetings or acts by written consent to address particular matters. In 2012, the Compensation Committee met six times. The Compensation Committee operates under a written charter, a copy of which is available on our website at www.axcelis.com. The Board approved amendments to the Compensation Committee charter in 2012 that addressed the independence of compensation committee members and consultants.

        The Compensation Committee establishes the compensation philosophy for Axcelis and has all the authority of the Board of Directors to act or exercise corporate powers with respect to the compensation of the executive officers and the administration of Axcelis' equity compensation plans. The Compensation Committee is responsible to ensure that an annual review of executive officer performance and succession planning is presented to the Board.

        The Compensation Committee meets in the first quarter of each year to establish the goals and targets applicable to the executives' annual incentive compensation for the coming year, as well as to determine the results for the year just ended. In 2012, annual equity compensation decisions for executive officers were made on April 27, 2012 with the grants effective on July 16, 2012. Other compensation decisions are made throughout the year, as circumstances warrant and as described in detail in the "2012 Compensation Discussion and Analysis" below. The Committee may delegate its authority under the 2012 Equity Incentive Plan to the extent permitted by applicable law, including delegating to executive officers the authority to make awards other than to directors or executive officers.

        To support its decision-making processes, from time to time, the Compensation Committee accesses the advice of an independent compensation consultant with respect to the structure and competitiveness of the Company's executive compensation programs, as well as the programs' consistency with the Company's executive compensation philosophy. The Committee has the sole authority to hire and fire all outside compensation consultants providing information and advice to the Committee. The Company did not engage any compensation consultants in 2012. In past years, the Compensation Committee's compensation consultant was Pearl Meyer & Partners, which firm has not provided any other services to the Company. Under its charter, the Compensation Committee must assess and consider the independence of any retained advisor under the criteria set forth in the Nasdaq listing standards.

        At the request of the Committee, the Chief Executive Officer will make specific proposals to the Committee regarding compensation for executive officers. Management will often work with the Committee's outside consultant to ensure that the consultant has access to the appropriate information to enable the consultant to complete its analyses for the Committee. Management ensures that the consultant's invoices are paid from Company funds. The Chief Executive Officer, the Chief Financial Officer and the Executive Vice President HR/Legal usually participate in Compensation Committee meetings to present and discuss the material. After such a discussion, Mr. Zager and Ms. Fallon will leave the meeting, allowing the Compensation Committee time to meet alone with Ms. Puma, after which she leaves the Committee in executive session. All decisions on executive compensation are made by the Compensation Committee in executive session without Ms. Puma.

        For a discussion on the Compensation Committee's actions during 2012, see the "Compensation Discussion and Analysis" below.

16

---

Table of Contents

Nominating and Governance Committee

        During 2012, the Nominating and Governance Committee was composed of Mr. Nettles (Chairman), Mr. Hardis and Edward H. Braun, until his resignation in September 2012. Mr. Thompson was added as a member of the Nominating and Governance Committee by the Board on October 23, 2012. The Nominating and Governance Committee is responsible for identifying and nominating candidates for membership on the Board of Directors, making recommendations to the Board on non-employee director compensation and establishing governance policies for the Board and management. The Committee operates under a written charter and governance policies, copies of which are available on our website at www.axcelis.com. The Committee held four meetings in 2012. The Committee has the sole authority to hire and fire all outside consultants providing information and advice to the Committee.

        Under a process established by the Nominating and Governance Committee, the Board of Directors undertakes an annual self-evaluation of Board size, function and management interaction. In addition, each Board member completes an annual self and peer performance review.

        When necessary, the Nominating and Governance Committee seeks new nominees for election to the Board through a variety of channels, including the engagement of director search firms and less formal recommendations through business and personal contacts. Director search firms engaged by the Company are paid a retainer fee to identify and screen candidates meeting specifications established by the Committee for a particular Board nominee search. Such specifications will change from one search to another based on the Committee's determination of the needs of Board composition at the time a particular search is initiated.

        The Nominating and Governance Committee will evaluate any candidate recommended for nomination as a director, whether proposed by a stockholder or identified through the Committee's own search processes, about whom it is provided appropriate information. In evaluating a candidate, the Committee must, at a minimum, determine that the candidate is capable of discharging his or her fiduciary duties to the stockholders of the Company. The Committee will determine whether the particular nomination would be consistent with Axcelis' governance policies. These policies provide in part that all new candidates for election to the Board and all Board members eligible for nomination for re-election to the Board shall be evaluated on the following criteria:

        (a)   such candidate or Board member's current level of, and on-going commitment to, education regarding the responsibilities of a member of a Board of Directors under standards established by the Nominating and Governance Committee;

        (b)   the adequacy of such candidate or Board member's time available to commit to responsibilities as a member of the Board;

        (c)   the existence of any financial relationship with the Company other than that arising as an employee of the Company, as a Board member and/or as a stockholder; and

        (d)   in the case of re-election, such member's compliance with our Director Stock Ownership Guidelines.

        If a candidate is presented to the Nominating and Governance Committee at a time when it has established specifications for a particular Board search, the Committee will consider whether the candidate satisfies the established specifications. More generally, the Committee will consider a candidate's skills, character, leadership experience, business experience and judgment, and familiarity with relevant industry, national and international issues in light of the backgrounds, skills and characteristics of the current Board and the needs of the Company's business. The Nominating and Governance Committee will consider a nominee's national origin or ethnicity if it contributes to Board diversity that is beneficial to the Company for business reasons. Given the portion of the Company's

17

---

Table of Contents

revenues derived from Asian customers, Board members with insight into Asian business or markets are highly valued. Finally, the Committee must consider whether a nominee (in conjunction with the existing Board members) will assist the Company in meeting the requirements of applicable law, the rules of the Securities and Exchange Commission, the Nasdaq listing standards, and the United States Internal Revenue Code (the "IRC") regarding the independence, sophistication and skills of the members of the Board of Directors and the Audit, Compensation and Nominating and Governance committees.

        In order to recommend a candidate for consideration by the Nominating and Governance Committee, a stockholder must provide the Committee with the candidate's name, background and relationship with the proposing stockholder, a brief statement outlining the reasons the candidate would be an effective director of Axcelis and information relevant to the considerations described above. Such information should be sent to the Nominating and Governance Committee of Axcelis Technologies, Inc., 108 Cherry Hill Drive, Beverly, Massachusetts 01915, Attn: Corporate Secretary. The Committee may require further information.

Audit Committee

        The Audit Committee operates under a written charter and is responsible for assisting the Board of Directors in monitoring and oversight of (1) the integrity of the Company's financial statements and its systems of internal accounting and financial controls and (2) the independence and performance of the Company's independent auditors and any internal auditors engaged by management or the Audit Committee. The Audit Committee has adopted procedures for the handling of complaints regarding accounting, internal controls and auditing matters which are described in our Code of Ethics. The Audit Committee's charter and the Company's Code of Ethics are both available on our website at www.axcelis.com. The Audit Committee met eight times during 2012. The Audit Committee consisted of Messrs. Jennings, Fletcher, Keithley and Nettles until May 2, 2012 when the Board reconstituted the Audit Committee with the three members other than Mr. Nettles.

        The Board of Directors has determined that each of Messrs. Jennings, Fletcher, Nettles and Keithley are audit committee financial experts as defined by the Securities and Exchange Commission. The Board's conclusions regarding the qualifications of a director as an audit committee financial expert are based on his certification that he has (1) an understanding of generally accepted accounting principles and financial statements; (2) the ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves; (3) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Company's financial statements, or experience actively supervising one or more persons engaged in such activities; (4) an understanding of internal controls and procedures for financial reporting; and (5) an understanding of audit committee functions.

        For a report on the Audit Committee's actions during 2012, see the "2012 Audit Committee Report" below.

2012 Audit Committee Report

        The Audit Committee schedules meetings to occur after the preparation of quarterly and annual financial statements but prior to the public release of financial results for the period. The Committee met in May, July and November of 2012, prior to the release of the financial results for the first, second and third quarters of 2012, respectively, and in February 2013, prior to the release of our 2012 year-end results. If appropriate, additional meetings may also be held during the year to address a variety of recurring and non-recurring topics, such as the Company's internal control systems, changes to the Audit Committee charter and other matters.

18

---

Table of Contents

        At all of these meetings, Axcelis' Chief Executive Officer and Chief Financial Officer were present for all or a portion of the meeting, as were our General Counsel and our independent auditors. The Committee's agenda is established by the Committee's Chairman, with input from the Company's Chief Financial Officer. Depending on the content of the meeting, the Committee holds private sessions with the Company's independent auditors, and, separately, with management, at which candid discussions of financial management, accounting and internal control issues can take place. In its executive sessions with representatives of the independent auditors, the Committee seeks to engage in a meaningful dialogue to address any questions or concerns identified by the Committee and to obtain an understanding of any questions or concerns of the auditors.

        At the recommendation of the Audit Committee, the Board of Directors appointed Ernst & Young LLP as our Independent Registered Public Accounting Firm to audit our financial statements for 2012. At the 2012 annual meeting of stockholders, our stockholders ratified this appointment. The Audit Committee discussed with our independent auditors and the Company's Chief Financial Officer overall audit scopes and plans, the results of external audit examinations, evaluations by the auditors of the Company's internal controls and the quality of the Company's financial reporting.

        Management has reviewed with the Audit Committee the audited consolidated financial statements for the year ended December 31, 2012 prepared by management and audited by Ernst & Young LLP, management's assessment of the effectiveness of our internal control over financial reporting and Ernst & Young LLP's evaluation of our internal control over financial reporting. In addition, the Committee discussed with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, Communication with Audit Committees, as adopted by the Public Company Accounting Oversight Board ("PCAOB"), and received from the independent auditors their annual written reports covering matters required to be discussed by the auditors with the Committee under the PCAOB's Rule 3526, Communication with Audit Committees Concerning Independence. These items were discussed with the auditors and management at an Audit Committee meeting, including a discussion of any relationship that may impact the objectivity and independence of our auditors and whether the provision of any non-audit services by the auditors is compatible with maintaining their independence. The review included a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements.

        In reliance on these reviews and discussions, and the report of our Independent Registered Public Accounting Firm, the Audit Committee recommended to the Board of Directors that such audited financial statements be included in the Company's 2012 Annual Report on Form 10-K for filing with the Securities and Exchange Commission and in the Annual Report to Stockholders which accompanies this proxy statement.

        The Committee and the Board have also recommended, subject to reconsideration in the absence of stockholder ratification, the selection of the Company's independent auditors for the current year, as discussed below under "Proposal 2: Ratification of the Appointment of Our Independent Registered Public Accounting Firm."

        In performing all of these functions, the Audit Committee acts only in an oversight capacity. Necessarily, in its oversight role, the Committee relies on the work and assurances of the Company's management, which has the primary responsibility for financial statements and reports, and of the independent auditors, who in their report on the audited annual financial statements, express an

19

---

Table of Contents

opinion on the conformity of the Company's annual financial statements to accounting principles generally accepted in the United States.

Code of Ethics

        Axcelis has set forth its policy on ethical behavior in a document called "Ethical Business Conduct at Axcelis." This policy applies to the members of our Board of Directors and all employees, including (but not limited to) our principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions. This policy comprises written standards that are reasonably designed to deter wrongdoing and to promote the behavior described in Item 406 of Regulation S-K promulgated by the Securities and Exchange Commission. The text of this code of ethics is posted on the Investors page of our website at www.axcelis.com, where we may also disclose any amendments to and waivers of the code.

Policies regarding Ownership and Transactions in Axcelis Securities by Directors and Officers

        To further align the interest of the Company's executive officers and directors with the interests of its stockholders and to promote Axcelis' commitment to sound corporate governance, the Nominating and Governance Committee have adopted Stock Ownership Guidelines for Directors and Officers and prohibited or limited certain transactions in Axcelis securities by Board members and executive officers.

•

The Company's Stock Ownership Guidelines require that certain stock ownership levels are achieved by each outside director and executive officer within five years of the commencement of service in that role. These guidelines are available on our website at www.axcelis.com under the Investors/Corporate Governance/Governance Documents tabs.



•

In February 2013, the Nominating and Governance Committee approved Board Member and Executive Officer Policies and Practices Relating to Axcelis Securities. In addition to ensuring that directors and executive officers meet their legal requirements relating to Axcelis securities, these policies prohibit directors and Executive Officers from pledging Axcelis stock in a margin account or otherwise, or entering into transactions that are designed to hedge or offset any decrease in the market value of Axcelis equity securities owned by such director or executive officer. The Company's policies also prohibit the purchase of publicly traded options on Axcelis securities and place limitations on the use of standing or limit orders to purchase or sell Axcelis securities. These Policies and Practices provide that a director or executive officer may seek an exception for prohibited transactions (if not prohibited by applicable law).

Certain Relationships and Related Transactions

        Nasdaq listing rules require the Company to conduct an appropriate review of all related party transactions which are disclosable under Item 404 of Regulation S-K. In its charter, the Nominating and Governance Committee is given responsibility to review and approve any such related party transactions, including (a) business arrangements between the Company and directors or their affiliates or between the Company and employees, other than compensation for service as a director or as an employee of the Company, and (b) any other relationships between a director or employee and the Company or a third party (including membership on the boards of directors of a third party) which create the appearance or reality of a current or potential conflict of interest.

20

---

Table of Contents

        Axcelis reviews all relationships and transactions reported to it in which the Company and our directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. The Company's General Counsel is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are disclosed in the Company's proxy statement. In addition, the Nominating and Governance Committee reviews and approves or ratifies any related person transaction that is required to be disclosed. In the course of its review and approval or ratification of a disclosable related party transaction, the Nominating and Governance Committee considers:

•

the nature of the related person's interest in the transaction;



•

the material terms of the transaction, including, without limitation, the amount and type of transaction;



•

the importance of the transaction to the related person;



•

the importance of the transaction to the Company;



•

whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company; and



•

any other matters the Committee deems appropriate.

        Any member of the Nominating and Governance Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of the transaction, provided, however, that such director may be counted in determining the presence of a quorum at a meeting of the Committee that considers the transaction.

        During 2012, no related person transactions requiring disclosure in the proxy statement were identified or submitted to the Nominating and Governance Committee for approval.

PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        Upon the recommendation of its Audit Committee, the Board of Directors has appointed the independent registered public accounting firm of Ernst & Young LLP as independent auditors to conduct the annual audit of our financial statements for 2013 and is seeking stockholder ratification of the appointment. Ernst & Young LLP is an internationally recognized independent registered public accounting firm that audited the Company's financial statements in 2012 and which the Audit Committee believes is well qualified to continue.

        Representatives of Ernst & Young are expected to attend the annual meeting and be available to respond to appropriate questions. They will also have the opportunity to make a statement if they desire.

21

---

Table of Contents

        The aggregate fees billed for each of the last two fiscal years for professional services rendered by Ernst & Young LLP were as follows:

        Audit fees include statutory audits for subsidiaries and branches operating in countries outside of the United States. Audit related fees include the audit for the Company's 401(k) plan required under ERISA. International tax planning relates to the setting of fair compensation for services provided to us by our foreign subsidiaries to ensure appropriate revenue levels are reported for taxation in those foreign countries.

        Under its charter, the Audit Committee must pre-approve the fees to be paid to the independent auditor for audit services. In addition, the Audit Committee has adopted a policy requiring the Committee's pre-approval of the engagement of the Company's independent auditor to perform specific audit-related or non-audit (including tax) services and fees for such services. This pre-approval of audit-related and non-audit services performed by the independent auditor is designed to avoid any engagements which could impair the auditor's independence. The policy also prohibits engagement of the independent auditor to perform certain types of services that are always viewed as inconsistent with independence. Any approval required under the policy must be given by the Audit Committee or by any member or members to whom the Committee has delegated that authority. The Audit Committee does not delegate its responsibility to approve services performed by the independent auditor to any member of management.

        The standard applied by the Audit Committee in determining whether to grant approval of any type of non-audit service, or of any specific engagement to perform a non-audit service, is whether the services to be performed, the compensation to be paid therefor and other related factors are consistent with the independent auditor's independence under guidelines of the Securities and Exchange Commission, the Public Company Accounting Oversight Board and applicable professional standards. Relevant considerations include whether the work product is likely to be subject to, or implicated in, audit procedures during the audit of our financial statements, whether the independent auditor would be functioning in the role of management or in an advocacy role, whether the independent auditor's performance of the service would enhance our ability to manage or control risk or improve audit quality, whether such performance would increase efficiency because of the independent auditor's familiarity with our business, personnel, culture, systems, risk profile and other factors, and whether the amount of fees involved, or the proportion of the total fees payable to the independent auditor in the period that is for non-audit services, would tend to reduce the independent auditor's ability to exercise independent judgment in performing the audit.

        All of the non-audit services rendered by Ernst & Young LLP in respect of the 2011 and 2012 fiscal years were pre-approved by the Audit Committee in accordance with this policy.

        Ernst & Young LLP informed the Company that they are not aware of any relationship with the Company that, in their professional judgment, may reasonably be thought to bear on the independence of Ernst & Young LLP.

22

---

Table of Contents

        Ratification of the appointment of Ernst & Young LLP by the stockholders is not required by law or by our bylaws. The Board of Directors is nevertheless submitting it to the stockholders to ascertain their views. If this proposal is not approved at the annual meeting by the affirmative vote of holders of a majority of the votes cast at the meeting, the Audit Committee intends to reconsider its recommendation of Ernst & Young LLP as independent auditors. The Company may retain the firm for 2013 notwithstanding a negative stockholder vote.

        The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP.

PROPOSAL 3: APPROVAL OF AMENDMENT TO THE 2012 EQUITY INCENTIVE PLAN

        We are seeking stockholder approval of an amendment to our 2012 Equity Incentive Plan (the "2012 EIP") increasing the number of shares authorized for issuance by 6,000,000 shares (from 5,429,146 shares reserved as of December 31, 2012 to 11,429,146 shares). Of the shares previously approved, only 1,450,446 remained available for grant as of December 31, 2012. If approved, we expect to use the additional authorized shares for continued periodic equity grants to employees (including executive officers), directors and consultants.

Why the 2012 EIP is Important

        Our ability to attract, motivate and retain high-performing employees is vital to our ability to compete successfully in the market and to increase stockholder value. We believe our ability to grant equity incentives as an element of employee compensation is essential for us to remain competitive in attracting and retaining such employees. We believe equity incentives motivate high levels of performance and provide an effective means of recognizing employee contributions to the success of Axcelis. Moreover, equity incentives align the interests of the employees with the interests of our stockholders—when Axcelis performs well, employees are rewarded along with other stockholders. Because the 2012 EIP is the only plan under which we can grant equity incentives, maintaining its viability by increasing the number of shares available for grant is essential for us to be able to continue to use equity incentives to attract, motivate and retain the employees necessary for our future success.

Effect of the Proposed Amendment

        The 2012 EIP is our sole vehicle for making equity awards. The proposed amendment would make an additional 6,000,000 shares available for issuance under the 2012 EIP, which would enable us to continue to offer equity incentives to our employees (including executive officers), directors and consultants. We expect the additional shares would enable us to maintain our equity incentive program for at least the next year. In order to conserve cash, the Company expects to have an increased reliance on equity compensation rather than cash compensation until a recovery occurs in the Company's revenue levels. Because future grants and share prices are unknown, the economic dilution associated with the additional shares cannot be determined accurately. However, we are mindful of the dilution associated with equity awards and take it into account in making awards.

Grant Practices

        We use both restricted stock units and stock options as our principal equity awards for varying purposes. We use stock options in our annual equity grant program (in which approximately 130 employees and our directors participate) because our low share price allows for significant return on growth in our stock price. Stock options also provide a significant incentive because the optionholder receives no or minimal reward if the stock price does not improve over the level on the date of grant. We use restricted stock units in lieu of cash incentives to conserve cash as well as in other appropriate circumstances. Restricted stock units allow us to issue fewer shares than with stock options to deliver comparable value, which reduces overhand and potential stockholder dilution. Restricted stock units have a significant retention effect because they retain value even if the stock price declines.

23

---

Table of Contents

        We use both service-based and performance-based awards. For example, in the case of restricted stock units granted under the 2012 Axcelis Management Incentive Plan, vesting was conditioned on achievement of Axcelis' important business objectives as discussed below in the 2012 Compensation Discussion and Analysis. With these types of awards, if the performance targets are not achieved, the awards are forfeited, as has happened with the restricted stock unit grants under the 2012 Axcelis Management Incentive Plan.

Board Recommendation

        The Board of Directors believes that the amendment to the 2012 EIP promotes important corporate goals and is therefore in the best interests of Axcelis' stockholders. The amendment to the 2012 EIP will provide Axcelis with the shares necessary to offer effective equity incentives, which are essential for Axcelis to attract, motivate and retain employees and to align Axcelis' compensation needs with our stockholders' interests.

        The Board of Directors recommends that you vote FOR the proposed amendment to the 2012 EIP.

Outstanding Equity Awards and Shares Available to Grant

        The following table shows the awards outstanding and that may be made under our equity incentive plans as of December 31, 2012.

Summary of the 2012 Equity Incentive Plan

        The following is a brief description of the material features of the 2012 EIP, as amended, and is qualified in its entirety by reference to the terms of the 2012 EIP. Shareholders may obtain a copy of the 2012 EIP upon written request to the Secretary of the Company.

24

---

Table of Contents

25

---

Table of Contents

26

---

Table of Contents

Summary of U.S. Federal Income Tax Consequences to the Company for Awards under the 2012 Equity Incentive Plan

        To the extent that a participant recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which the participant performs services will be entitled to a corresponding tax deduction provided that, among other things, (a) the income meets the test of reasonableness, (b) is an ordinary and necessary business expense, (c) is not an "excess parachute payment" and (d) is not disallowed by the $1 million limitation on certain executive compensation under Section 162(m) of the IRC.

27

---

Table of Contents

        Under Section 162(m), the Company's federal income tax deductions may be limited to the extent total annual compensation in excess of $1,000,000 is paid to any of our principal executive officer and our other three most highly compensated executive officers, other than our principal financial officer. However, deductions for certain "performance based compensation" are exempted from this limitation. The 2012 EIP has been structured with the intention that compensation resulting from stock options, stock appreciation rights and other stock or cash performance-based awards granted under the 2012 EIP in compliance with Section 162(m) would qualify as performance-based compensation, and will be deductible without regard to the limitations imposed by Section 162(m). However, nothing in this proposal precludes the Committee from granting awards that do not qualify for tax deductibility under Section 162(m).

Potential Benefits that May Be Awarded under the 2012 Equity Incentive Plan

        All employees and consultants of Axcelis and its subsidiaries, and all directors of Axcelis, are eligible to participate in the 2012 EIP. Participants are selected by the Compensation Committee of our Board of Directors in its discretion. The benefits or amounts that will be received in the future under the 2012 EIP by named executive officers, executive officers as a group, and all current non-employee directors or employees who are not executive officers as a group is not determinable because grants are subject to the discretion of the Compensation Committee. However, unvested or unexercised awards granted during fiscal 2012 to the named executive officers and our directors are set forth in the tables entitled "Grants of Plan Based Awards During Fiscal Year 2012" and "Director Compensation During Fiscal 2012," respectively, elsewhere in this proxy statement.

        The closing price of our common stock on December 31, 2012, as reported by The Nasdaq Global Select Market, was $1.39.

Current Equity Compensation Plan Information

        We maintain three equity compensation plans, the 2000 Stock Plan (which terminated as to new grants on May 1, 2012), the 2012 Equity Incentive Plan and the Employee Stock Purchase Plan. The number of shares issuable upon exercise of outstanding options and unvested restricted stock units granted to employees and non-employee directors, as well as the number of shares remaining available for future issuance, under our equity compensation plans as of December 31, 2012 are summarized in the following table:

28

---

Table of Contents

PROPOSAL 4: ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION

        This proposal, commonly known as "Say on Pay," asks the stockholders to approve the compensation of the Company's named executive officers as described under "Executive Compensation" below in this proxy statement.

        The vote solicited by this proposal, which is required by Section 14A of the Securities Exchange Act of 1934, is advisory and its outcome will not be binding on the Board nor require the Board to take any action. Moreover, the outcome of the vote will not be construed as overruling any decision of the Board or creating or implying any additional fiduciary duty of the Board. However, the Board expects to take into account the outcome of this vote when considering future compensation arrangements for the Company's named executive officers. We will hold such a vote at the annual meeting each year.

        The Company's compensation goals are to (i) retain executive talent by offering base pay that is commensurate with pay at other companies of a similar size in the same or similar industries, as adjusted for individual factors, and (ii) drive achievement of annual strategic goals by rewarding executives through incentives tied to goals. The techniques we use to incentivize performance and create value for stockholders are described in "Compensation Discussion and Analysis" below.

        Our executive officers were each eligible for a significant incentive compensation component under the 2012 Axcelis Management Incentive Plan (the "2012 AMI"). Ms. Puma declined to accept an award under the 2012 AMI or any other bonus program, although a significant portion of her 2012 compensation (and that of prior years) is in the form of equity awards which offer a significant performance incentive. If the Company had achieved the goals set forth in the 2012 AMI, each of the participating executive officers would have received shares issued under a restricted stock unit that had a value on the date of grant (March 15, 2012) equal to 60% of the executive's base pay. The continuing industry downturn negatively impacted the Company's revenues in 2012 causing the Company to fail to meet a first half 2012 revenue target and fail to achieve second half 2012 profitability, which were conditions to payout under the 2012 AMI. Accordingly, no incentive compensation was paid to the executives or other participants in the plan, and the restricted stock units granted under the plan have

29

---

Table of Contents

been forfeited. In addition, as a cost control initiative, the executive officers each incurred three weeks of unpaid shutdown during 2012, which effectively reduced executive base pay by 6%. Details of the 2012 compensation provided to the named executive officers are in "Compensation Discussion and Analysis" and the accompanying tables and narrative under "Executive Compensation."

        The proposal will be considered approved at the annual meeting if more votes are cast in favor than against. Abstentions and broker non-votes will not count as votes cast for or against this proposal.

        The Board of Directors recommends a vote FOR approval of the compensation of the Company's named executive officers.

EXECUTIVE COMPENSATION

2012 Compensation Discussion and Analysis

        This Compensation Discussion and Analysis is intended to provide a context for the disclosures contained in this Proxy Statement with respect to the compensation paid to the Company's principal executive officer (Mary G. Puma), principal financial officer (Jay Zager), and the three most highly compensated other executive officers serving as executive officers at December 31, 2012 included in the Summary Compensation Table below. These executive officers are referred to herein as "named executive officers" or "NEOs." Specifically, this Compensation Discussion and Analysis will explain the objectives and material elements of the compensation of the NEOs during 2012.

Compensation Principles and Tools

        The Company's executive compensation program is designed to:

        (1)   retain executive talent by offering compensation that is commensurate with pay at other companies of a similar size in the same or similar industries, as adjusted for individual factors; and

        (2)   drive achievement of annual strategic goals by rewarding executives through incentive pay tied to approved financial and operational goals.

        All executive compensation is determined by the Compensation Committee of the Board of Directors. For a discussion of the Committee's processes in general, see "Corporate Governance—Compensation Committee" elsewhere in this Proxy Statement. Executive compensation for incumbent executives is reviewed annually.

        In 2012, the Committee did not acquire new compensation benchmarking data for the Company's executive officers beyond that included in general compensation reports obtained by the Company through participation in standard salary surveys. In 2011, the Committee engaged Pearl Meyer & Partners, a compensation consultant, to provide market-based compensation information for both cash and equity compensation for each of the executive officer positions at Axcelis. Pearl Meyer developed a 2011 Peer Group of companies that were used for comparison purposes. The peer companies were selected based on their participation in the semiconductor equipment and related industries, a revenue level range around the Company's revenues and a factor based on the ratio of market capitalization to revenue. The 2011 Peer Group included Advanced Energy Industries, Inc., ATMI, Inc., Cymer, Inc., Entegris, Inc., FEI Company, FormFactor, Inc., GT Advanced Technologies Inc. (formerly GT Solar International, Inc.), Mattson Technology, Inc., MKS Instruments, Inc., Photronics, Inc., Rudolph Technologies, Inc., Tessera, Inc., Varian Semiconductor Associates, Inc. and Veeco Instruments, Inc. The median revenue in their most recently reported fiscal year for the 15 peer companies was $534 million, or just below two times the Company's 2010 revenue level. Compensation information from these 2011 Peer Group companies was obtained from proxy statements and other filings available prior to March 2011. Pearl Meyer also used some broader high technology survey data. An average of Peer Group data and broader survey data was developed to benchmark cash compensation for the

30

---

Table of Contents

positions of Chief Executive Officer, Chief Financial Officer, Chief Operating Officer (used as one of multiple benchmarks for Mr. Brewer) and Top Legal (used as one of multiple benchmarks for Ms. Fallon). The other executive roles were matched to survey data from high technology firms having similar revenue levels to the 2011 Peer Group because insufficient Peer Group matches were available in the proxy data. For equity benchmarking, Pearl Meyer provided benchmarks both in terms of Black Scholes value and "Opportunity value" (the percent of shares outstanding) for annual executive grants, using a combination of Peer Group data and survey data, depending on availability of Peer Group data for certain positions. This market data was used by the Committee, together with recommendations from the Chief Executive Officer to assess 2012 cash and equity compensation of the executive officers. In 2011, certain changes were made to executive base pay in light of this benchmarking.

        In 2012, the Compensation Committee reviewed all elements of each NEO's compensation in the context of each executive's total compensation. This was done by reviewing comprehensive reports on each executive's current and historical base and annual incentive cash compensation, equity portfolio and contractual arrangements with the Company.

Material Elements of Named Executive Officer Compensation

        The key elements of NEO compensation are: base salaries; an annual cash incentive program; equity compensation; and a "double-trigger" Change of Control Agreement. Executives also may participate, on the same terms as all other employees, in an Employee Stock Purchase Plan, a 401(k) retirement savings plan and health and welfare benefits.

        The following discussion seeks to explain why Axcelis has chosen to pay each compensation element, how Axcelis determines the amount of each element, and how the element and the Company's decisions regarding that element in 2012 fit into the Company's overall compensation objectives and affect decisions regarding other elements.

        Base Salary.    The Company pays a base salary to each of its NEOs. The objective is to provide base compensation to the executive that is at or above the 50^th percentile of the market data for base compensation for the benchmarked position, because Axcelis believes that this is necessary to attract and retain suitably qualified executives. Base pay for NEOs is set on commencement of employment with the Company and annually reviewed thereafter. In the event that base pay is a factor in calculating annual incentive cash compensation or equity grants, when fixing or adjusting base pay, the Compensation Committee will consider the impact of a change on these other compensation components.

        CEO Base Pay in 2012.    Ms. Puma's base pay remained at the $500,000 level specified in her Employment Agreement. In April 2011, the Compensation Committee voted to increase Ms. Puma's base pay to $550,000 effective May 1, 2011 since her base salary was at the 30^th percentile of the CEO base pay benchmark developed by Pearl Meyer in the report discussed above. Subsequently, at Ms. Puma's request, the effective date of such increase was set at January 1, 2012, with the condition that if Ms. Puma is at any time entitled to separation pay under her employment agreement or under her Change of Control Agreement, all amounts due to her shall be calculated as if such increase had become effective on May 1, 2011. In 2012, in order to minimize costs in light of the continuing industry downturn, Ms. Puma requested a further deferral of the effective date of this increase until January 1, 2013. In addition, Ms. Puma participated in the three weeks of unpaid shutdowns in the second half of 2012, effectively reducing her base pay by 6%.

        2012 Base Pay for the Other NEOs.    All NEOs maintained in 2012 the same rate of base compensation as they received after certain adjustments were implemented in mid-2011 as a result of the 2011 Pearl Meyer report discussed above. Actual base pay in 2012 was reduced by approximately 6% for all executive officers when the Company implemented three weeks of unpaid shutdowns in the second half of 2012.

31

---

Table of Contents

        Annual Cash Incentive.    Axcelis usually offers an annual cash incentive target as part of executive compensation to place a portion of compensation at risk in order to incent the executive to achieve specific company goals. Although executives understand that the payout under a cash incentive program will depend on the Company's performance overall and the executive's individual performance, the stated cash incentive target for a particular position is an important part of a competitive compensation package to attract and retain executives.

        2012 Cash Incentive.    In February 2012, the Compensation Committee adopted an annual incentive plan, called the 2012 Axcelis Management Incentive Plan (the "2012 AMI"), in which the NEOs (other than Ms. Puma) participated. Ms. Puma declined to accept an award under the 2012 AMI in light of the Company's financial performance in the continuing industry downturn. The Committee set a target payout under the 2012 Axcelis Management Incentive Plan for each of the participating NEOs at 60% of 2012 base compensation. In order to conserve cash, the Compensation Committee approved the grant of restricted stock units, effective March 15, 2012, to the participating NEOs. The number of RSUs was calculated by dividing each executive's cash target under the 2012 AMI by the closing price of the Company's common stock on the date of grant. These RSUs provided for vesting on March 15, 2013 if a 100% or better score was achieved under the 2012 AMI or on March 15, 2014 if a score greater than zero was achieved under the plan.

        The 2012 Axcelis Management Incentive Plan provided for a company performance score which could range from 0% to 200%, based on the achievement of financial metrics to be established for the first and second half of 2012. Regardless of the achievement of the specific financial metrics, any first half score under the 2012 Axcelis Management Incentive Plan was conditioned on the Company's achievement of $120 million of revenues during the six month period ended June 30, 2012. The Company failed to achieve revenues of $120 million during the first half of 2012. In July, 2012, in light of the continuing industry downturn, the Committee determined not to set metrics for scoring performance for the second half of 2012, but to reconsider a payout under the plan if the Company achieved profitability in the second half of 2012. The Company failed to do so and, in February 2013, the Committee determined that the score under the 2012 AMI was zero. Accordingly, the RSUs granted to the NEOs forfeited, as reflected in the 2012 Summary Compensation Table and the Grants of Plan Based Awards in Fiscal 2012 table below.

        Long Term Incentive Compensation through Equity.    The Compensation Committee also usually provides annual grants of equity compensation to the NEOs. Equity compensation for NEOs, which has taken the form of stock options and restricted stock units, is designed to align the interests of executives with those of our investors and to retain executives during multi-year vesting periods. Equity grants are a key retention device as a result of vesting provisions which typically extend over four years. Long term ownership of equity awards is further encouraged through the Company's executive stock ownership guidelines, which establish a minimum number of shares that the executive must own. During 2012, these guidelines required ownership ranging from the lesser of three times base pay or 215,000 shares, in the case of Ms. Puma, to the lesser of 1.5 times base pay or 65,000 shares, in the case of the other NEOs. These guidelines were intended to insure that the executive's interest in the value of the Company's stock was not limited to stock price appreciation via options without a downside. NEOs are also subject to the Company's Policies and Practices Relating to Axcelis Securities, which are discussed above under "Corporate Governance—Policies regarding Ownership and Transactions in Axcelis Securities by Directors and Officers."

        Equity grants are also intended to drive performance, in that the value ultimately realized is linked to stock price appreciation. Option grants have no value without stock price appreciation, and restricted stock units have value at grant that can increase with stock price appreciation. Thus, equity grants should constructively influence management's motivation to enhance the value of the Company's stock. Equity grants to executives are made upon hire and, typically, thereafter on an annual basis. Annual

32

---

Table of Contents

equity grants to executive officers have been made in most years in order to ensure a meaningful retentive effect by maintaining the percentage of the executive's equity position that is unvested.

        The Compensation Committee determines the form of equity grants made to the NEOs. The 2000 Stock Plan (which terminated in May 2012) allowed, and the 2012 Equity Incentive Plan (which became effective in May 2012) allow, the Compensation Committee to award several different forms of equity rights, including restricted stock, restricted stock units, incentive stock options and non-qualified stock options. Past equity grants to NEOs have taken the form of non-qualified stock options and restricted stock units. It is the Committee's general practice to approve equity awards with a future effective date, usually on the 15^th of the month following the approval. The Company believes that this time period between the approval and effectiveness of an equity grant means that the Committee is unable to know or estimate the trading price of the Company's common stock on the effective date of grant. As a result, the Committee has not, to date, thought it necessary to adopt a policy of timing the approval or effectiveness of equity awards to specific dates following the release of financial results or other material information.

        2012 Annual Equity Grants.    In 2012, the Compensation Committee determined that stock options were an attractive form of equity compensation given the Company's opportunity to drive stock price increases through improved performance. Accordingly, in April 2012, after reviewing the values of each executive's equity portfolio and the benchmarking of equity grants in the 2011 Pearl Meyer report, the Committee approved a stock option grant to each NEO. As discussed above, in determining the appropriate size of these option grants, the Committee considered (a) equity compensation values for executive positions as reported in general compensation surveys by high technology companies and semiconductor and semi equipment firms and (b) executive equity grant information reported in recent proxy statements by the Peer Group companies named above. Specifically, the Committee considered the Black-Scholes values of the equity awards at the 50^th percentile of market data for each benchmarked position, calculating the grant sizes these Black Scholes values would require for the Company, assuming certain grant date stock prices. The Pearl Meyer report also provided the 50^th percentile of the benchmarked grants in terms of the percent of outstanding equity represented by the grant, which is referred to by Pearl Meyer as "Opportunity" value. Given the Company's stock price and a desire to control the Company's burn rate for employee equity grants, the Committee approved 2012 stock option grants based on the benchmarked 50^th percentile of the Opportunity value of grants for each position. This approach resulted in grant sizes below the benchmarked 50^th percentile of Black-Scholes values. The 2012 stock option grants to NEOs are set forth in the Grants of Plan Based Awards in Fiscal 2012 table below. In setting the vesting provisions for the stock options grants to the NEOs in 2012, the Committee sought to balance the reward and retentive effects of such equity grants by setting the vest dates for 25% of such shares on each of the next four anniversaries of the grant date.

        These grants are exercisable for a number of shares that the Committee considered an appropriate incentive for each of the NEOs to both (1) provide a retentive effect on the executive during the four year vesting period and (2) incentivize the executive to improve Company performance and stock price. In determining the size of these grants, the Committee took into account the Company's total outstanding shares, grants made to non-executive employees and an appropriate total annual burn rate for the Company's equity compensation. The grant date fair values of these grants are lower than available competitive market information might suggest for executives in these positions. If the Committee had been guided by such data and sized the 2012 equity grants using Black-Scholes or another valuation methodology that takes the trading price into account, the grants would have been inappropriately large. Given the opportunity to improve the stock price from the exercise price set on July 15, 2012, the Committee believes that these grants are of sufficient size to create a meaningful financial incentive.

33

---

Table of Contents

Change of Control Agreements

        Each of the NEOs has a double-trigger Change of Control Agreement with the Company, described below under "Payments on Termination or Change of Control." On April 27, 2012, the Compensation Committee of the Board of Directors of the Company approved an amendment to the Change of Control Agreements with each of the NEOs to eliminate a reduction in benefits based on the age of the executive officer. Prior to the modification, the double-trigger Change of Control Agreements provided for a cash separation payment that reduced ratably during the three years prior to the executive's 65th birthday. For executives aged 62 or younger, the cash separation payment would equal the executive's then salary and average bonus multiplied by three. For executives over 62, this multiplier would reduce to be "the number of years and portions thereof (expressed as a decimal fraction) from the Date of Termination until the Executive's 65th birthday." The Compensation Committee determined that this reduction in change of control benefits was inappropriate for the Company's executives since the Company does not maintain an alternative retirement benefit that would replace the change of control payout in the event of termination of an executive 62 or older. Accordingly, each of the Change of Control Agreements with NEOs was amended in 2012 to maintain the multiplier at three for all executives, regardless of age.

        No other actions were taken by the Board in 2012 relating to the Change of Control Agreements.

Other Compensation Components

        In order to encourage our executives to obtain adequate financial and tax planning assistance, Axcelis reimburses up to $5,500 of an executive's annual tax and financial planning expenses. This program is the only executive perquisite at Axcelis and amounts paid to NEOs under this program are included in the "All other compensation" column in the Summary Compensation Table.

        Executives may elect to make contributions to a retirement account in the Company's IRC Section 401(k) plan, which is available to all employees. The Company has not made 401(k) plan matching contributions to participants' accounts since 2008.

        NEOs may also participate in the Company's medical and dental insurance offerings by electing to make payroll deductions designed to cover approximately 25% of the cost of those programs (the Company covers the other 75% of the cost). The Company provides life, accidental death and dismemberment and disability insurance for all employees, and the opportunity to increase coverage levels via payroll deductions.

        Finally, the Company maintains the Employee Stock Purchase Plan, an IRC Section 423 plan, a voluntary plan in which employees may purchase Axcelis shares through salary deductions.

Risk Assessment of Compensation Policies and Practices

        The Company has determined that its compensation policies and practices for its employees, including the NEOs, do not give rise to risks that are reasonably likely to have a material adverse effect on the Company. In reaching this determination, management engaged in (i) a review of the Company compensation program's policies and practices, (ii) identification of risks, if any, related to the programs, (iii) consideration of the materiality of a potentially risk-related reward to the total compensation provided to the individual, and (iv) identification of those aspects of the program and its oversight that provide risk control. Although all compensation programs were considered, management's review focused on the programs with variability of payout and in which there is a potential for the participant to directly affect payout.

34

---

Table of Contents

        Based on this review, management determined that the compensation policies and practices for Axcelis' employees do not create risks that are reasonably likely to have a material adverse effect on the Company, principally because:

(1)

Base pay is a material component of all employees' total compensation package, so those employees who receive incentive compensation have a total compensation package that is balanced; and



(2)

Our incentive compensation programs are subject to appropriate risk controls in their design and oversight:



•

The Company's internal controls and risk management practices restrict risk-taking that is not consistent with senior management's determinations on appropriate risk;



•

Payment of small bonuses for extraordinary effort or for achieving individual or team goals are subject to approval by direct managers, and representatives of human resources and finance departments, and, for higher amounts, a representative of senior management;



•

Payment of sales commission plans are subject to calculation and approval by the finance department and are tied to actual receipt of payments from the customer;



•

The Company's annual cash incentive plans have a balanced array of performance measures established by the Compensation Committee of the Board of Directors and which include both qualitative and quantitative assessments of performance;



•

Achievement of the objectives under the Company's annual cash incentive plans is first determined by senior management and the finance department and then approved by the Compensation Committee of the Board of Directors prior to payment.

Tax Implications

        In setting NEO compensation, the Committee takes into account the impact of IRC Section 162(m), which bars the Company from taking a tax deduction for compensation for any NEO that exceeds $1 million, subject to exceptions for certain performance-based compensation. To the extent that compensation under an annual cash incentive plan and/or in the form of time-vested restricted stock units causes the total compensation paid to an NEO to exceed $1 million in any year, such excess compensation has not typically been tax deductible to the Company. In the case of cash incentive payments, this is because certain components of the plan, such as the Committee's determination that some operational and individual performance goals have been achieved, may require subjectivity that does not meet the requirements of Section 162(m). In the case of time-vested restricted stock unit awards, it is because vesting is not performance-based for purposes of Section 162(m).

        The Compensation Committee believes that the structure of its cash incentive plans will provide benefits to the Company that outweigh the potential tax deductions that might be available if the plans included only objective performance measures. It also believes that the occasional use of service-based restricted stock units in appropriate circumstances has benefits that outweigh the potential loss of tax deductions from such equity compensation. The Company's tax deductions for compensation have not been limited by Section 162(m) in recent years. The Committee expects to continue to take Section 162(m) into account as it makes decisions in future years and may modify the forms of compensation used accordingly.

        In addition, in making compensation decisions, the Committee considers the impact of IRC Section 409A, which imposes certain requirements on "nonqualified deferred compensation plans."

35

---

Table of Contents

2012 Compensation Committee Report

        The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with management and, based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

36

---

Table of Contents

2012 Summary Compensation Table

        Other than Ms. Puma, the named executive officers (NEOs) do not have employment agreements. Ms. Puma's employment agreement is described under the heading "Payments on Termination or Change in Control" in this Proxy Statement. Ms. Puma's 2010 base compensation reflects her agreement to reduce her base pay by 20% from the amount specified in her employment agreement, and her 2012 base compensation reflects her agreement to participate in three weeks of unpaid shutdowns during 2012.

        The proportion that an NEO's salary and non-equity incentive compensation bear to each other and to the NEO's total compensation is largely a result of the level of the payout under the Company's cash incentive plans as described in the "2012 Compensation Discussion and Analysis" above.

37

---

Table of Contents

Grants of Plan Based Awards in Fiscal 2012

38

---

Table of Contents

Outstanding Equity Awards at Fiscal 2012 Year End

39

---

Table of Contents

40

---

Table of Contents

Option Exercises and Stock Vested During Fiscal 2012

Payments on Termination or Change of Control

        Employment Agreement with Ms. Puma.    The Company has had an Employment Agreement with Ms. Puma since November 2007 that provides for a one-year term of employment at a minimum annual base salary of $500,000 and an annual target incentive compensation opportunity of 100% of base salary. In 2011, the Compensation Committee approved an increase in Ms. Puma's base pay to $550,000, which increase was further deferred, at Ms. Puma's request, until January 1, 2013. It was also agreed that separation payments that might become due under her Employment Agreement or her Change of Control Agreement would be calculated as if Ms. Puma's pay had increased in 2011. In 2012, Ms. Puma declined to accept an award under the Company's annual incentive program, the 2012 Axcelis Management Incentive Plan.

        Ms. Puma's base salary and incentive opportunities may be subject to future adjustment by the Board, but not below the minimum levels in her Employment Agreement, unless mutually agreed. The term of Ms. Puma's agreement automatically renews on a year-to-year basis unless one party notifies the other that the agreement will not be extended. Such termination notice must be sent within a 60 day window period beginning 180 days prior to the next anniversary of the effective date. The agreement also provides that Ms. Puma will participate in the Company's equity compensation plans, the 401(k) savings plan and the welfare benefit plans that we sponsor.

        In the event Ms. Puma's employment is terminated prior to the end of the term for reasons other than cause, death, disability or in the event of voluntary resignation without "good reason," she is entitled to receive all compensation accrued to date, acceleration of vesting of options and other equity rights and a cash separation payment. The cash separation payment will equal 24 months of her base compensation and two times an annual bonus amount determined in accordance with the agreement. For this purpose, Ms. Puma's annual bonus compensation will be her current base multiplied by the greater of (a) the percentage of her base that she actually received as a bonus for the prior fiscal year

41

---

Table of Contents

or (b) 25%. The following table sets forth the separation pay that would have been due to Ms. Puma if a qualifying termination occurred on December 31, 2012:

        In the event of an actual termination of Ms. Puma's employment, it is possible that her separation pay would be renegotiated by Ms. Puma and the Board of Directors, in which case the amounts payable might differ from the foregoing.

        Change of Control Agreements.    The Company has entered into a Change of Control Agreement with each of our executive officers, including Ms. Puma, to provide that severance compensation will be paid in a lump sum within 30 days of a covered termination following a change in control, as defined in the agreement. These Change of Control Agreements provide that executive officers are entitled to severance compensation in the event there is both (1) a change in control and (2) a termination of employment within three years of that change in control for reasons other than cause, death, disability or voluntary resignation without Good Reason. Under the Change of Control Agreements, "Good Reason" can be a material diminution in the executive's authority, a material reduction in base pay or a material change in geographic location of the executive's job. A "change of control" is defined in the agreement and covers a number of events, including a merger or acquisition involving the Company in which the persons holding the Company's shares immediately prior to the transaction hold less than 75% of the shares outstanding after the transaction.

        In these agreements, the executives have agreed not to be engaged by, or own, any business competing with any of the businesses conducted by the Company for a period of 12 months following any termination of employment (whether or not following a change of control). The executives also agreed not to solicit employees of the Company to leave employment with the Company or solicit or induce customers of the Company to cease doing business with the Company, during such period.

        If severance compensation is payable, it would consist of a cash payment equal to the sum of (a) the Company's accrued obligations for base pay and incentive compensation and (b) the amount determined by multiplying the executive's then salary and average bonus by three. For this purpose, an executive's average bonus is his or her current bonus opportunity multiplied by the average of the individual performance scores given to the executive in the last three years, but without taking into account company performance scores. In the event such severance is payable, all unvested restricted stock units and options held by the executive will become vested until termination or expiration in

42

---

Table of Contents

accordance with their terms. We will also reimburse the executive for the effects, including federal, state and local income tax consequences, of any excise tax due on severance compensation, as shown in the chart below. The excise taxes due under Sections 280G and 4999 of the IRC are unpredictable and can have widely divergent and unexpected effects based on an executive's personal compensation history. Therefore, to provide a predictable and equal level of benefit between individuals without regard to the effect of the excise tax, the Company determined that it was appropriate to pay the cost of this excise tax plus an amount needed to pay income taxes due on such additional payment. The amounts due to each named executive officer in the event that a change of control and termination occurred on December 31, 2012 are set forth in the table below:

Estimated Payments under the Change of Control Agreements if due at December 31, 2012

        In the event Ms. Puma receives payment under her Change of Control Agreement, she will not receive amounts and benefits due under her Employment Agreement unless such amounts are in excess of the amounts paid under the Change of Control Agreement. Also, in the event of an actual termination of an NEO's employment in connection with a change of control, it is possible that the NEO's separation pay would be renegotiated by the NEO and the Board of Directors, in which case the amounts payable might differ from the foregoing.

43

---

Table of Contents

OTHER MATTERS

Stockholder Communications to the Directors

        Security holders may communicate with the Axcelis Board of Directors by mailing a communication to the entire Board or to one or more individual directors in care of the Corporate Secretary, Axcelis Technologies, Inc., 108 Cherry Hill Drive, Beverly, Massachusetts 01915. All communications from security holders to Board members (other than communications soliciting the purchase of products and services) will be promptly relayed to the Board members to whom the communication is addressed.

Compensation Committee Interlocks and Insider Participation

        During 2012, the Compensation Committee of the Board of Directors consisted of Mr. Hardis, Mr. Fletcher and Mr. Thompson, as Chairman, none of who has been an officer or employee of Axcelis or had a relationship during 2012 requiring disclosure under Item 404 of Regulation S-K.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act requires our directors, executive officers and persons owning more than 10% of our registered equity securities to file with the SEC reports of their initial ownership and of changes in their ownership of our common stock and to provide us with copies of all Section 16(a) reports they file.

        To our knowledge, based solely on our review of copies of reports furnished to us and written representations that no other reports were required, during 2012, our directors, officers, and 10% stockholders complied with all Section 16(a) filing requirements.

Deadlines for Stockholder Proposals

        Assuming the 2013 annual meeting is not held more than 30 days before or 30 days after May 14, 2014, if you wish to bring business before or propose director nominations at the 2014 annual meeting, you must give written notice to Axcelis by February 13, 2014 (the date 90 days before the anniversary of the 2013 annual meeting).

        If you intend to bring proposed business to the 2014 annual meeting and you would like us to consider the inclusion of your proposal in our proxy statement for the meeting, you must provide written notice to Axcelis of such proposal prior to November 27, 2013 (120 days before the anniversary date of the mailing of this proxy statement), assuming the 2014 annual meeting is not held more than 30 days before or 30 days after May 14, 2014.

        Notices of stockholder proposals and nominations shall be given in writing to Axcelis Technologies, Inc., 108 Cherry Hill Drive, Beverly, Massachusetts 01915, Attn: Corporate Secretary.

44

---