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the nature of the related person’s interest in the transaction;
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the material terms of the transaction, including, without limitation, the amount and type of transaction;
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the importance of the transaction to the related person;
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the importance of the transaction to the Company;
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whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company; and
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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.
2021 Related Party Disclosures
During 2021, no related person transactions requiring disclosure in the proxy statement were identified or submitted to the Nominating and Governance Committee for approval. As discussed above under “Board of Directors—Board of Directors Independence and Meetings,” during 2021, Mr. Kurtzweil served as a director of SkyWater Technology, Inc., which has a subsidiary, SkyWater Technology Foundry, Inc., that is a customer of the Company. In 2021, SkyWater purchased goods and services from Axcelis for payments that exceeded $120,000 and these business transactions have continued in 2022. However, Mr. Kurtzweil has no direct or indirect material interest in these payments or the services and products provided by the Company, which are the result of arms-length commercial transactions.
Two of the current Board members nominated for re-election (Mr. George and Ms. Puma) are also Board members of Nordson Corporation. The Company has no business relationship with Nordson Corporation.
Two of the current Board members nominated for re-election (Mr. St. Dennis and Mr. Titinger) are also Board members of FormFactor, Inc. The Company has no business relationship with FormFactor.
Risk Oversight by the Board of Directors
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:
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The highly competitive nature of the semiconductor equipment industry, which may limit the rate and level of acceptance of our current products by customers and requires us to continue to make substantial investments in new products and features to successfully compete for customer selection;
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The dependence of our business on international trade, especially with Asia and the potential negative impact on our business from economic disruption from political, fiscal or global health reasons;
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The need to maintain global infrastructure to support our customers; and
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The cyclical nature of the semiconductor industry and its overall condition in a particular period.
A more extensive list of risk factors associated with our business can be found in the Company’s 2021 Annual Report on Form 10-K filed with the SEC and which serves as the Annual Report to Stockholders accompanying this proxy statement.