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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​
Filed by the Registrant   ☒
Filed by a Party other than the Registrant   ☐
Check the appropriate box:
☐
Preliminary Proxy Statement
​
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
​
☒
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material Pursuant to Rule 14a-12
​
Veeco Instruments Inc.
​
(Name of Registrant as Specified in its Charter)
 
​
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
​
☐
Fee paid previously with preliminary materials.
​
☐
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.
​
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1 Terminal Drive • Plainview, New York 11803 U.S.A. • Phone (516) 677-0200 • Fax (516) 677-0380 • www.veeco.com
March 23, 2023
2023 Annual Meeting of Stockholders
Dear Fellow Stockholder:
On behalf of the Veeco Instruments Inc. Board of Directors, it is our pleasure to invite you to our 2023 Annual Meeting of Stockholders, to be held at 8:30 a.m. Eastern Time on Thursday, May 11, 2023.
This year’s annual meeting will be a “hybrid” stockholder meeting, meaning that stockholders will be able to attend the meeting (i) virtually via the internet by following the instructions set forth in the accompanying materials, or (ii) in person at Veeco’s headquarter offices located at Terminal Drive, Plainview, New York 11803.
At the Annual Meeting we will consider and vote on the following matters, and to transact such other business as may be properly brought before the meeting:
(1)
The election of three directors named in the attached proxy statement to hold office until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
​
(2)
The ratification of KPMG LLP as Veeco’s independent registered public accounting firm for 2023.
​
We will also conduct non-binding advisory votes (i) to approve the compensation of the Company’s named executive officers, and (ii) on the preferred frequency of holding an advisory vote on executive compensation.
We use the U.S. Securities and Exchange Commission rule that allows companies to furnish proxy materials to their stockholders over the internet. We believe this expedites stockholder’s receipt of proxy materials, lowers annual meeting costs and conserves natural resources. As such, we are mailing to many stockholders a Notice of Internet Availability of Proxy Materials rather than copies of the Proxy Statement and our 2022 Annual Report to Stockholders on Form 10-K. The Notice contains instructions on how to access the proxy materials online, vote online and obtain a copy of our proxy materials.
Your vote is very important. We encourage you to sign and return your proxy card, or use the available telephone, internet or virtual Annual Meeting voting options, so that your shares will be represented and voted at the meeting.
Finally, on a personal note, I would like to extend, on behalf of the Veeco Board and the entire Veeco United team, a sincere thank you to Pete Simone, who has diligently and faithfully served as a Veeco Board member for nearly twenty years. Pete has reached retirement age and, in accordance with our Corporate Governance Guidelines, will not stand for re-election at this year’s Annual Meeting. Through the years, Pete offered unique insights and invaluable counsel, all with an unwavering hand and an infectious sense of humor. He’ll be greatly missed.
Sincerely,
William J. Miller, Ph.D.
Chief Executive Officer
 
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VEECO INSTRUMENTS INC.
 
NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS
​
DATE AND TIME:
​ ​ Thursday, May 11, 2023, 8:30 a.m., Eastern Time ​
​
PLACE:
​ ​ Virtually at www.virtualshareholdermeeting.com/VECO2023 and in person at Veeco’s headquarter offices located at Terminal Drive, Plainview, New York 11803. ​
​
ITEMS OF BUSINESS:
​ ​
1.
To elect three directors named in the proxy statement to hold office until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
​
2.
To approve, on a non-binding advisory basis, the compensation of our named executive officers;
​
3.
To hold a non-binding advisory vote on the frequency of holding an advisory vote on executive compensation;
​
4.
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2023; and
​
5.
To consider such other business as may properly come before the meeting.
​
 ​
​
WHO CAN VOTE:
​ ​ You must be a stockholder of record at the close of business on March 15, 2023 to vote at the Annual Meeting. ​
​
INTERNET AVAILABILITY:
​ ​ We are using the internet as our primary means of furnishing proxy materials to most of our stockholders. Rather than sending our stockholders a paper copy of our proxy materials, we are sending them a Notice of Internet Availability of Proxy Materials (“Notice”) with instructions for accessing the materials and voting their shares. The Proxy Statement and our 2022 Annual Report on Form 10-K are available free of charge at www.veeco.com. ​
​
PROXY VOTING:
​ ​ We cordially invite you to participate in the Annual Meeting. You may vote in person at the Annual Meeting or by telephone, through the internet or by mailing your completed proxy card, following the instructions in the Notice and in the Proxy Statement. ​
​ ​ ​ ​
By order of the Veeco Instruments Inc. Board of Directors,
Kirk W. Mackey
Vice President, General Counsel and Secretary
March 23, 2023
Plainview, New York
​
 
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TABLE OF CONTENTS
​ ​ ​ ​ ​ 1 ​ ​
​ STOCK OWNERSHIP ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ 5 ​ ​
​ GOVERNANCE ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ 7 ​ ​
​ ​ ​ ​ ​ 7 ​ ​
​ ​ ​ ​ ​ 8 ​ ​
​ ​ ​ ​ ​ 8 ​ ​
​ ​ ​ ​ ​ 9 ​ ​
​ ​ ​ ​ ​ 9 ​ ​
​ ​ ​ ​ ​ 9 ​ ​
​ ​ ​ ​ ​ 10 ​ ​
​ ​ ​ ​ ​ 12 ​ ​
​ ​ ​ ​ ​ 13 ​ ​
​ ​ ​ ​ ​ 13 ​ ​
​ ​ ​ ​ ​ 14 ​ ​
​ ​ ​ ​ ​ 15 ​ ​
​ COMPENSATION ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ 16 ​ ​
​ ​ ​ ​ ​ 18 ​ ​
​ ​ ​ ​ ​ 29 ​ ​
​ ​ ​ ​ ​ 30 ​ ​
​ ​ ​ ​ ​ 32 ​ ​
​ ​ ​ ​ ​ 33 ​ ​
​ ​ ​ ​ ​ 35 ​ ​
​ ​ ​ ​ ​ 35 ​ ​
​ ​ ​ ​ ​ 36 ​ ​
​ ​ ​ ​ ​ 40 ​ ​
​ ​ ​ ​ ​ 41 ​ ​
​ AUDIT MATTERS ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ 45 ​ ​
​ ​ ​ ​ ​ 46 ​ ​
​ ​ ​ ​ ​ 46 ​ ​
​ ​ ​ ​ ​ 47 ​ ​
​ VOTING PROPOSALS ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ 48 ​ ​
​ ​ ​ ​ ​ 53 ​ ​
​ ​ ​ ​ ​ 54 ​ ​
​ ​ ​ ​ ​ 55 ​ ​
​ ​ ​ ​ ​ 56 ​ ​
 
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PROXY STATEMENT SUMMARY
This summary highlights information relating to the items to be acted on at the Veeco Instruments Inc. (“Veeco” or the “Company”) 2023 Annual Meeting of Stockholders (“Annual Meeting”). For additional information, please refer to the information and discussions contained in this Proxy Statement and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 22, 2023 (the “Annual Report”).
​ ​
Voting Matters and Board Recommendations
​ ​
​ ​
Proposal
​ ​ ​
Required Vote
​ ​ ​
Board Vote Recommendation
​ ​
​ ​ Proposal 1
Election of three nominees named herein as directors. 		​ ​ ​ Each nominee must receive a majority of the votes cast. ​ ​ ​
FOR each nominee
​ ​
​ ​ Proposal 2
Advisory vote to approve the compensation of our named executive officers, or “Say on Pay”. 		​ ​ ​ This non-binding proposal will be considered approved if more votes are cast in favor than against. ​ ​ ​
FOR
​ ​
​ ​ Proposal 3
Advisory vote on the frequency of holding an advisory vote on executive compensation. 		​ ​ ​ The alternative that receives the greatest number of votes for this non-binding proposal will be considered the frequency that the stockholders have approved. ​ ​ ​
One (1) Year
​ ​
​ ​ Proposal 4
Ratification of the appointment of our independent registered public accounting firm for 2023. 		​ ​ ​ This proposal will be considered approved if more votes are cast in favor than against. ​ ​ ​
FOR
​ ​
​ ​
How to Vote
​ ​
​ ​
Via the Internet
​ ​ ​
By Telephone
​ ​ ​
By Mail
​ ​ ​
At our Meeting
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www.proxyvote.com
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Call 1-800-690-6903
​ ​ ​
Follow the instructions on your proxy/voting instruction card
​ ​ ​
Attend our Annual Meeting virtually at www.virtualshareholder meeting.com/​VECO2023 or in person and vote by the means provided
 ​ ​
Abstentions as to any matter are counted in determining the presence of a quorum at the Annual Meeting but are not included in the vote count for the election of directors. Abstentions will not have an effect on the outcome of the votes for any of the proposals.
Summary of Information Regarding the Board of Directors
Members of Veeco’s Board of Directors (“Board of Directors” or the “Board”) are listed below. Dr. Nicolaides has been nominated for election, and Ms. Bayless and Mr. Hunter for re-election, to the Board. Consistent with the retirement age provisions in our Corporate Governance Guidelines, Mr. Simone is not standing for re-election and will retire from the Board following the Annual Meeting.
 
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​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Director
since
​ ​ ​
Independent(1)
​ ​ ​
Committee Membership
​ ​
​ ​
Name
​ ​ ​
Age
​ ​ ​
AC
​ ​ ​
CC
​ ​ ​
GC
​ ​
​ ​ Kathleen A. Bayless ​ ​ ​ ​ ​ 66 ​ ​ ​ ​ ​ ​ 2016 ​ ​ ​ ​
Yes
​ ​ ​
C/FE
​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ Sujeet Chand, Ph.D. ​ ​ ​ ​ ​ 65 ​ ​ ​ ​ ​ ​ 2021 ​ ​ ​ ​
Yes
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
M
​ ​
​ ​ Richard A. D’Amore ​ ​ ​ ​ ​ 69 ​ ​ ​ ​ ​ ​ 1990 ​ ​ ​ ​
Yes (Chair)
​ ​ ​ ​ ​ ​ ​
M
​ ​ ​ ​ ​ ​
​ ​ Gordon Hunter ​ ​ ​ ​ ​ 71 ​ ​ ​ ​ ​ ​ 2010 ​ ​ ​ ​
Yes
​ ​ ​ ​ ​ ​ ​
C
​ ​ ​
M
​ ​
​ ​ Keith D. Jackson ​ ​ ​ ​ ​ 67 ​ ​ ​ ​ ​ ​ 2012 ​ ​ ​ ​
Yes
​ ​ ​
M/FE
​ ​ ​ ​ ​ ​ ​
C
​ ​
​ ​ William J. Miller, Ph.D. ​ ​ ​ ​ ​ 54 ​ ​ ​ ​ ​ ​ 2018 ​ ​ ​ ​
No
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ Lena Nicolaides, Ph.D. ​ ​ ​ ​ ​ 52 ​ ​ ​ ​ ​ ​ 2022 ​ ​ ​ ​
Yes
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
M
​ ​
​ ​ Mary Jane Raymond ​ ​ ​ ​ ​ 62 ​ ​ ​ ​ ​ ​ 2019 ​ ​ ​ ​
Yes
​ ​ ​
M/FE
​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ Peter J. Simone ​ ​ ​ ​ ​ 75 ​ ​ ​ ​ ​ ​ 2004 ​ ​ ​ ​
Yes
​ ​ ​
M/FE
​ ​ ​ ​ ​ ​ ​
M
​ ​
​ ​ Thomas St. Dennis ​ ​ ​ ​ ​ 69 ​ ​ ​ ​ ​ ​ 2016 ​ ​ ​ ​
Yes
​ ​ ​ ​ ​ ​ ​
M
​ ​ ​ ​ ​ ​
​
(1)
Independence determined based on NASDAQ rules.
​
AC  —  Audit Committee
CC — Compensation Committee
GC  —  Governance Committee
C  —  Chairperson
M  —  Member
FE  —  Audit Committee financial expert (as determined based on SEC rules)
Corporate Governance Specifics
​ ​
Board and Other Governance Information
​ ​ ​
As of March 23, 2023
​ ​
​ ​ Size of Board as Nominated ​ ​ ​
9
​ ​
​ ​ Average Age of Director Nominees and Continuing Directors ​ ​ ​
63.9 years
​ ​
​ ​ Average Tenure of Director Nominees and Continuing Directors ​ ​ ​
8.4 years
​ ​
​ ​ Standard Deviation of Director Tenure ​ ​ ​
9.0 years
​ ​
​ ​ Percentage of Continuing Directors and Nominees who are Independent ​ ​ ​
88.9%
​ ​
​ ​ Percentage of Directors who attended all Board Meetings ​ ​ ​
90%
​ ​
​ ​
Number of Director Nominees and Continuing Directors Who Serve on More Than Three Public Company Boards (total, including the Company)
​ ​ ​
0
​ ​
​ ​ Number of Other Public Company Boards Served by Board Chairman ​ ​ ​
1
​ ​
​ ​ Directors Subject to Stock Ownership Guidelines (3x annual cash retainers) ​ ​ ​
Yes
​ ​
​ ​ Annual Election of Directors ​ ​ ​
No
​ ​
​ ​ Voting Standard ​ ​ ​
Majority
​ ​
​ ​ Plurality Voting Carve-out for Contested Elections ​ ​ ​
Yes
​ ​
​ ​ Independent Chairman ​ ​ ​
Yes
​ ​
​ ​ Independent Directors Meet Without Management Present ​ ​ ​
Yes
​ ​
​ ​ Annual Board, Committee and Individual Director Self-Evaluations ​ ​ ​
Yes
​ ​
​ ​ Annual Independent Director Evaluation of Chief Executive Officer ​ ​ ​
Yes
​ ​
​ ​ Risk Oversight by Full Board and Committees ​ ​ ​
Yes
​ ​
​ ​ Board Orientation/Education Program ​ ​ ​
Yes
​ ​
​ ​ Code of Conduct Applicable to Directors ​ ​ ​
Yes
​ ​
​ ​ Stockholder Ability to Call Special Meetings ​ ​ ​
50% of Outstanding Shares
​ ​
​ ​ Stockholder Ability to Act by Written Consent ​ ​ ​
No
​ ​
​ ​ Poison Pill ​ ​ ​
No
​ ​
​ ​
Percentage of Multiple Voting Rights or Voting Certificates Relative to Total Voting Rights
​ ​ ​
0%
​ ​
​ ​ Percentage of Issued Share Capital Composed of Non-Voting Shares ​ ​ ​
0%
​ ​
 
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Executive Compensation Highlights
Here’s What We Do…
Pay for Performance.   We ensure that the compensation of our executives tracks the Company’s performance and reflects our belief that the ratio of performance-based compensation to fixed compensation should increase with the level of the executive.
Annual Say-on-Pay Vote.   We conduct an annual Say-on-Pay advisory vote.
Peer Group Selection.   We review our compensation peer group annually, making adjustments as appropriate to ensure that our peers (1) operate in the semiconductor equipment and adjacent industry segments, (2) are neither excessively large or small, compared to Veeco, and (3) reflect a range of companies where Veeco is at or around the median from both a revenue and market cap perspective.
Performance-based Long-Term Incentives.   The majority of the long-term incentives provided to our 2022 named executive officers (“NEOs”, who are identified in the Summary Compensation Table in this Proxy Statement) are granted in the form of performance-based restricted stock units that feature a three-year performance period, are subject to 100% forfeiture, and are earned based on a comparison of Veeco’s total shareholder return to that of the Russell 2000 Index. Beginning in 2022, stretch targets were incorporated in the awards; target awards will not be earned unless total shareholder return (“TSR”) performance is at or above the 55th percentile of the peer group.
Capped Award Payouts.   Cash payments earned under the annual Management Bonus Plan are capped at 2 times target.
Stock Ownership Guidelines.   Our stock ownership guidelines require our NEOs and our Board of Directors to hold Veeco stock in a specified multiple of their base salaries or annual cash retainers, as applicable. Our Chief Executive Officer (“CEO”) is required to hold Veeco stock with a value equal to at least 6 times his base salary.
Responsibly Administered Incentive Compensation Programs.   The Board, with support from Veeco management, has consistently exercised negative discretion where appropriate in the case of unintended consequences.
Minimum Vesting Period.   Time-based equity awards feature vesting periods that range from 3 to 4 years, and our 2019 Stock Incentive Plan specifies a one-year minimum vesting period for equity awards, with limited exceptions.
Stock Option Provisions.   Our 2019 Stock Incentive Plan prohibits the cash buyout of underwater stock options and the repricing of stock options without stockholder approval. The Company has not engaged in either of these practices.
Double-Trigger Change in Control Arrangements.   Our policy requires both a change in control and termination of employment before change in control benefits are triggered.
Clawback Policy.   All forms of incentive compensation and equity-based compensation awards are subject to recoupment and forfeiture in the event of a financial restatement due to fraud or intentional illegal conduct by an executive.
Annual Bonus.   Amounts that can be earned under our annual incentive programs are based solely on performance against corporate financial and individual goals.
Stockholder Engagement.   We routinely engage with stockholders and, as appropriate, with proxy advisory firms, to better understand their perspectives regarding executive compensation best practices, and we have incorporated many of these practices into our executive compensation programs.
Here’s What We Don’t Do…
No Multi-Year Guarantees.   We do not offer multi-year guarantees for salary increases, bonuses or equity awards.
 
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No Overly Generous Change in Control Benefits.   We have used change in control protections sparingly and have limited cash payments to 1.5 to 2.0 times base salary and bonus.
No Change in Control Severance Tax Gross-Ups.   We do not provide tax gross ups for benefits that may become payable in connection with a change in control.
No Hedging and/or Pledging.   Our insider trading policy prohibits all employees and directors from hedging or pledging their Veeco shares.
Limited Pension Benefits.   We do not maintain a defined benefit pension plan or a supplemental executive retirement plan. The Company’s 401(k) savings plan is our only pension benefit.
No Retirement Benefits.   We do not offer retirement health and welfare benefits to our employees.
No Excessive Perquisites.   We do not provide executives with perquisites such as financial planning, use of corporate aircraft, or the like.
 
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STOCK OWNERSHIP
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information regarding the beneficial ownership of Veeco common stock as of March 15, 2023 (unless otherwise specified below) by (i) each person known by Veeco to own beneficially more than five percent of the outstanding shares of Veeco common stock, (ii) each director of Veeco, (iii) each NEO listed in the Summary Compensation Table in this Proxy Statement, and (iv) all executive officers and directors of Veeco as a group. Unless otherwise indicated, Veeco believes that each of the persons or entities named in the table exercises sole voting and investment power over the shares of Veeco common stock that each of them beneficially owns, subject to community property laws where applicable.
​ ​ ​ ​ ​ ​
Shares of Common Stock
Beneficially Owned(1)
​ ​ ​
Percentage of
Total Shares
Outstanding(1)
​ ​
​ ​ ​ ​ ​ ​
Shares
​ ​ ​
Options
​ ​ ​
Total
​ ​
​ ​ 5% or Greater Stockholders: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ BlackRock, Inc.(2) ​ ​ ​ ​ ​ 8,389,711 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 8,389,711 ​ ​ ​ ​ ​ ​ 16.3% ​ ​ ​
​ ​ The Vanguard Group(3) ​ ​ ​ ​ ​ 5,947,703 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 5,947,703 ​ ​ ​ ​ ​ ​ 11.6% ​ ​ ​
​ ​ Invesco Ltd.(4) ​ ​ ​ ​ ​ 3,326,221 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 3,326,221 ​ ​ ​ ​ ​ ​ 6.5% ​ ​ ​
​ ​ Neuberger Berman Group LLC(5) ​ ​ ​ ​ ​ 3,216,550 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 3,216,550 ​ ​ ​ ​ ​ ​ 6.3% ​ ​ ​
​ ​ Wasatch Advisors LP(6) ​ ​ ​ ​ ​ 3,160,020 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 3,160,020 ​ ​ ​ ​ ​ ​ 6.1% ​ ​ ​
​ ​ Directors: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ Kathleen A. Bayless ​ ​ ​ ​ ​ 49,917 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 49,917 ​ ​ ​ ​ ​
​
*
 ​ ​ ​
​ ​ Sujeet Chand, Ph.D. ​ ​ ​ ​ ​ 11,406 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 11,406 ​ ​ ​ ​ ​
​
*
 ​ ​ ​
​ ​ Richard A. D’Amore ​ ​ ​ ​ ​ 134,622 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 134,622 ​ ​ ​ ​ ​
​
*
 ​ ​ ​
​ ​ Gordon Hunter ​ ​ ​ ​ ​ 68,281 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 68,281 ​ ​ ​ ​ ​
​
*
 ​ ​ ​
​ ​ Keith D. Jackson ​ ​ ​ ​ ​ 64,481 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 64,481 ​ ​ ​ ​ ​
​
*
 ​ ​ ​
​ ​ William J. Miller, Ph.D. ​ ​ ​ ​ ​ 503,360 ​ ​ ​ ​ ​ ​ 16,000 ​ ​ ​ ​ ​ ​ 519,360 ​ ​ ​ ​ ​ ​ 1.0% ​ ​ ​
​ ​ Lena Nicolaides, Ph.D. ​ ​ ​ ​ ​ 7,179 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 7,179 ​ ​ ​ ​ ​
​
*
 ​ ​ ​
​ ​ Mary Jane Raymond ​ ​ ​ ​ ​ 25,260 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 25,260 ​ ​ ​ ​ ​
​
*
 ​ ​ ​
​ ​ Peter J. Simone ​ ​ ​ ​ ​ 52,664 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 52,664 ​ ​ ​ ​ ​
​
*
 ​ ​ ​
​ ​ Thomas St. Dennis ​ ​ ​ ​ ​ 52,429 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 52,429 ​ ​ ​ ​ ​
​
*
 ​ ​ ​
​ ​ Named Executive Officers: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ William J. Miller, Ph.D. ​ ​ ​ ​ ​ 503,360 ​ ​ ​ ​ ​ ​ 16,000 ​ ​ ​ ​ ​ ​ 519,360 ​ ​ ​ ​ ​
​
*
 ​ ​ ​
​ ​ John Kiernan ​ ​ ​ ​ ​ 84,923 ​ ​ ​ ​ ​ ​ 8,000 ​ ​ ​ ​ ​ ​ 92,923 ​ ​ ​ ​ ​
​
*
 ​ ​ ​
​ ​ Adrian Devasahayam, Ph.D. ​ ​ ​ ​ ​ 59,694 ​ ​ ​ ​ ​ ​ 3,680 ​ ​ ​ ​ ​ ​ 63,374 ​ ​ ​ ​ ​
​
*
 ​ ​ ​
​ ​ Peter Porshnev, Ph.D. ​ ​ ​ ​ ​ 91,680 ​ ​ ​ ​ ​ ​ 20,000 ​ ​ ​ ​ ​ ​ 111,680 ​ ​ ​ ​ ​
​
*
 ​ ​ ​
​ ​ Susan Wilkerson ​ ​ ​ ​ ​ 61,108 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 61,108 ​ ​ ​ ​ ​
​
*
 ​ ​ ​
​ ​
All Directors and Executive Officers as a Group (14 persons)
​ ​ ​ ​ ​ 1,267,004 ​ ​ ​ ​ ​ ​ 47,680 ​ ​ ​ ​ ​ ​ 1,314,684 ​ ​ ​ ​ ​ ​ 2.5% ​ ​ ​
​
*
Less than 1%.
​
(1)
A person is deemed to be the beneficial owner of securities owned or which can be acquired by such person within 60 days of the measurement date upon the exercise of stock options. Shares owned include unvested time-based restricted stock awards (but do not include unvested performance-based restricted stock awards). Each person’s percentage ownership is determined by assuming that stock options beneficially owned by such person (but not those owned by any other person) have been exercised.
​
(2)
Share ownership information is based on information contained in a Schedule 13G filed with the SEC on January 24, 2023. The address of this holder is 55 East 52nd Street, New York, New York 10055.
​
 
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(3)
Share ownership information is based on information contained in a Schedule 13G/A filed with the SEC on February 9, 2023. The address of this holder is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.
​
(4)
Share ownership information is based on information contained in a Schedule 13G/A filed with the SEC on February 10, 2023. The address of this holder is 1555 Peachtree Street NE, Suite 1800, Atlanta, Georgia 30309.
​
(5)
Share ownership information is based on information contained in a Schedule 13G/A filed with the SEC on February 10, 2023. The address of this holder is 1290 Avenue of the Americas, New York, New York 10104.
​
(6)
Share ownership information is based on information contained in a Schedule 13G filed with the SEC on February 8, 2023. The address of this holder is 505 Wakara Way, Salt Lake City, Utah 84108.
​
 
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GOVERNANCE
Governance Highlights
Veeco’s Board of Directors and management are committed to responsible corporate governance to ensure that Veeco is managed for the long-term benefit of its stockholders. To that end, the Board of Directors and management review published guidelines and recommendations of institutional stockholder organizations and current best practices of similarly situated public companies. The Board and management periodically evaluate and, when appropriate, revise Veeco’s corporate governance policies and practices in light of these guidelines and other findings, and to comply with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and listing standards issued by the SEC and by the NASDAQ Stock Market LLC (“NASDAQ”).
Veeco’s Corporate Governance Guidelines require that at least two-thirds of the Board of Directors must be independent in accordance with the NASDAQ listing standards. In fact, eight of Veeco’s nine continuing directors and nominees are independent (88.9%), and none serve on more than two other public company boards. With one director/one meeting exception, all of Veeco’s directors attended each Board meeting held in 2022, together with all applicable committee meetings, for which they were eligible to attend (with Dr. Nicolaides joining the Board in November of 2022). Veeco completes a Board, committee and individual director self-evaluation process annually, and the independent directors, guided by the independent Chairman, meet regularly without management and perform an annual performance assessment of our CEO.
Governance Policies and Practices
Veeco has instituted a variety of policies and practices to foster and maintain sound and effective corporate governance, including the following:
Corporate Governance Guidelines — Veeco adheres to written Corporate Governance Guidelines, adopted by the Board and reviewed by the Governance Committee on a periodic basis. The Corporate Governance Guidelines govern director qualifications, conflicts of interest, succession planning, annual board self-assessment and other governance matters.
Code of Conduct — Veeco maintains written standards of business conduct applicable to all of its employees worldwide.
Code of Ethics for Senior Officers — Veeco maintains a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and applicable SEC rules and regulations.
Human Rights Policy — As reflected in the Company’s Human Rights Policy, Veeco is committed to upholding the rights of workers and to treating them with dignity and respect as understood by international standards.
Environmental and Social Responsibility Statement — Veeco has published, and adheres to, an Environmental and Social Responsibility Statement, which applies to Veeco’s employees and our suppliers. In addition, in March of 2023, Veeco published its fourth Sustainability Report, documenting Veeco’s commitment to building and executing an enduring sustainability strategy.
Supplier Code of Conduct — The Company’s Supplier Code of Conduct documents our expectations, and requirements, of Veeco’s suppliers and other service providers, in an effort to ensure safe working conditions, the proper treatment of employees, and the sourcing, manufacturing and distribution of products in a responsible and environmentally friendly manner.
Conflict Minerals Policy — Veeco maintains and enforces a written policy that applies to the Conflict Minerals rule of the 2010 Dodd-Frank Wall Street Reform and Consumer Protection Act.
 
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Director Education Policy — Veeco has adopted a written policy under which it encourages directors to attend, and provides reimbursement for the cost of attending, director education programs. One-half of Veeco’s Board members have attended one or more director education programs within the past five years.
Disclosure Policy — Veeco maintains a written policy that applies to all of its employees regarding the proper dissemination of Company information.
Board Committee Charters — Each of the Board’s Audit, Compensation and Governance Committees has a written charter adopted by the Board which establishes practices and procedures for each committee in accordance with applicable corporate governance rules and regulations.
Copies of each of these documents can be found on the Company’s website (www.veeco.com) via the “Investors” page.
Independence of the Board
Veeco’s Corporate Governance Guidelines provide that at least two-thirds of the Board of Directors must be independent in accordance with the NASDAQ listing standards. In addition, service on other boards must be consistent with Veeco’s conflict of interest policy and must be approved in advance by either the Chair of the Governance Committee or the Company’s General Counsel, who will consider the anticipated nature and time involved in such service, possible conflicts of interest, and other matters such as over-boarding policies established by proxy advisory firms, investors and other entities.
Independence of Current Directors.   With the exception of Dr. Miller, the Company’s CEO, all of the Company’s directors are “independent” within the meaning of the applicable NASDAQ listing standards.
Independence of Committee Members.   All members of Veeco’s Audit, Compensation and Governance Committees are “independent” in accordance with NASDAQ listing standards.
Compensation Committee Interlocks and Insider Participation.   During 2022, none of Veeco’s executive officers served on the board of directors of any entity whose executive officers served on Veeco’s Compensation Committee. No current or past executive officer of Veeco serves on our Compensation Committee. The members of our Compensation Committee are Messrs. D’Amore, Hunter and St. Dennis.
Board Access to Employees and Independent Advisors.   The Board members have full and free access to the officers and employees of Veeco and are permitted to retain independent legal, financial or other advisors as the Board or a Board committee deems necessary.
Director Resignation Upon Change in Employment.   Veeco’s Corporate Governance Guidelines require that a director submit his or her resignation if he or she changes his or her principal employment from what it was when he or she was elected as a director, or undergoes a change affecting his or her qualification as a director or fails to receive the required number of votes for re-election. Upon receipt of such notice, the Board is required to determine whether to accept or reject the resignation. If the resignation is tendered for failure to receive the required number of votes for re-election, the Governance Committee will inform the Board of any action it recommends be taken.
Board Leadership Structure
It is the Company’s and Board’s belief that optimal governance practice calls for the consolidation of the Lead Director and Chairman roles, ideally into that of an independent Chairman. To this end, in May of 2020 the Board appointed Mr. D’Amore, formerly Lead Director, to serve as Chairman, and the roles of Lead Director and Chairman were consolidated. Mr. D’Amore, who the Board has determined to be independent, has an in-depth knowledge of Veeco and its operations and has served as a member on other public and private company boards. Veeco believes that Mr. D’Amore’s strong business background and experience overseeing company management has served and will serve Veeco very well.
 
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As Chairman, Mr. D’Amore’s duties include, among others:
•
collaborating with the CEO in setting the agenda for Board meetings, with input from other Board members;
​
•
moderating executive sessions of the full Board;
​
•
coordinating the activities and chairing meetings of the Board’s independent directors;
​
•
upon invitation, attending meetings of any of the Board committees of which he is not a member;
​
•
overseeing the annual performance evaluation of the CEO and conveying to the CEO, together with the Chair of the Compensation Committee, the results of the CEO’s performance evaluation;
​
•
reviewing proposals submitted by stockholders for action at meetings of stockholders and, depending on the subject matter, determining the appropriate body, among the Board and any of the Board committees, to evaluate and assess each such proposal;
​
•
as requested by the Board, providing reports to the Board on the Chairman’s activities; and
​
•
performing such other duties as the Board may reasonably request from time to time.
​
Oversight of Risk Management
The Board has an active role, as a whole and also at the committee level, in overseeing management of the Company’s risks. The Board regularly reviews information regarding, and the risks associated with, the Company’s strategy, finances and operations. The Audit Committee is responsible for oversight of the Company’s risks relating to accounting matters, financial reporting, internal controls and legal and regulatory compliance. The Audit Committee undertakes, at least annually, a review to evaluate these risks. Individual members of the Audit Committee are each assigned an area of risk to oversee. The members then meet separately with Company management responsible for the particular area, including the Company’s Chief Financial Officer (“CFO”), General Counsel and internal auditor, and report to the Audit Committee on any matters identified during such discussions with management. In addition, the Governance Committee manages risks associated with the independence of the Board, potential conflicts of interest, Board member succession planning, and the development and implementation of the Company’s corporate governance principles. The Compensation Committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. While each committee is responsible for evaluating certain risks and overseeing their management, the entire Board is regularly informed about such risks through committee reports.
Compensation Risk
The Compensation Committee conducted a risk-assessment of our compensation programs and practices and concluded that, as a whole, they are appropriately structured and do not pose a material risk to the Company. Our compensation programs are intended to reward the management team and other employees for strong performance over the long term, with consideration of near-term actions and results that strengthen and grow our Company. We believe our compensation programs provide the appropriate balance between short-term and long-term incentives, focusing on sustainable operating success for the Company. We consider the potential risks in our business when designing and administering our compensation programs, and we believe our balanced approach to performance measurement and compensation decisions mitigates the likelihood that individuals will be encouraged to undertake excessive or inappropriate risk. Further, our compensation program administration is subject to considerable internal controls and when determining the principal outcomes — performance assessments and compensation decisions — we rely on principles of sound governance and good business judgment.
Board Meetings and Committees
During 2022, the Board of Directors held five meetings. It is the policy of the Board to hold, as appropriate, executive sessions without management at regularly scheduled board and committee meetings and as requested by a director. The Chairman of the Board or Committee Chair, as applicable, presides over these executive sessions. All members of the Board are welcome to attend the Annual Meeting of
 
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Stockholders. In 2022, Dr. Miller was the only director who attended the Annual Meeting. The Board has established the following committees: an Audit Committee, a Compensation Committee and a Governance Committee.
Audit Committee.   As defined in Section 3(a)(58)(A) of the Exchange Act, the Company established an Audit Committee, which reviews the scope and results of the audit and other services provided by Veeco’s independent registered public accounting firm. The Audit Committee consists of Messrs. Jackson and Simone and Mss. Raymond and Bayless (Chair). The Board has determined that all members of the Audit Committee are financially literate as that term is defined by NASDAQ and by applicable SEC rules. The Board has further determined that all members of the Audit Committee are “audit committee financial experts” as defined by applicable SEC rules. During 2022, the Audit Committee met five times.
Compensation Committee.   The Compensation Committee sets the compensation levels of senior management and administers Veeco’s equity compensation plans. All members of the Compensation Committee are “non-employee directors” ​(within the meaning of Rule 16b-3 of the Exchange Act), and “outside directors” ​(within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended). None of the members of the Compensation Committee have interlocking relationships as defined by the SEC. The Compensation Committee consists of Messrs. D’Amore, St. Dennis and Hunter (Chair). During 2022, the Compensation Committee met five times.
Governance Committee.   The Company’s Governance Committee addresses Board organizational issues and develops and reviews corporate governance principles applicable to Veeco. Primary oversight of Veeco’s sustainability efforts and its ESG practices has been assigned to the Governance Committee. In addition, the Governance Committee searches for persons qualified to serve on the Board of Directors and makes recommendations to the Board with respect thereto, as more fully described below. The Governance Committee is comprised entirely of independent directors, as defined by the NASDAQ listing standards, and currently consists of Drs. Chand and Nicolaides and Messrs. Hunter, Simone and Jackson (Chair). During 2022, the Governance Committee met four times.
Board Composition and Nomination Process
Pursuant to our Corporate Governance Guidelines, the Governance Committee will evaluate the suitability of potential nominees for membership on the Board. When doing so, the Governance Committee will take into consideration factors such as the Board’s current composition, including areas of expertise, diversity, and balance of inside, outside and independent directors, and the general qualifications of potential nominees as described in our Corporate Governance Guidelines. In selecting the director nominees, the Board endeavors to establish a balance of experience and background in a number of areas of core competency, including business judgment, management, accounting and finance, knowledge of the industries in which the Company operates, understanding of manufacturing and services, strategic vision, knowledge of international markets, marketing, research and development and other areas relevant to the Company’s businesses. The Governance Committee will consider diversity among the Board members, in terms of business experience, professional expertise, geography, gender, sexual orientation, age, ethnicity and race, when recommending nominees to serve as members of the Board. In any particular situation, the Governance Committee may focus on persons possessing a particular background, experience or qualifications which the committee believes would be important to enhance the effectiveness of the Board. Under our Corporate Governance Guidelines, the Board conducts an annual self-evaluation, including an assessment of the make-up of the Board as a whole. The full Board reviews and has final approval authority on all potential director candidates being recommended to the stockholders for election.
Effective as of November 21, 2022, the Board voted to increase its size from nine to ten directors and to appoint Lena Nicolaides, Ph.D., as a Class II director, to hold office until the 2023 Annual Meeting. Dr. Nicolaides was identified through a search process which was commenced in connection with the Board’s desire for increased gender diversity. Through this search process, which was led by the Governance Committee and included the services of an outside search firm, the Board determined Dr. Nicolaides to be an exceptionally qualified candidate with strong technology, industry and leadership experience. Dr. Nicolaides was subsequently appointed to the Governance Committee on February 7, 2023. Consistent with the retirement age provisions in our Corporate Governance Guidelines, Mr. Simone is not standing for re-election and will retire from the Board following the Annual Meeting.
 
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The following matrix highlights certain key skills, qualities, attributes, and experiences of our Board members. The matrix is intended to depict notable areas of focus for each director, and not having a mark does not mean that a particular director does not possess that qualification or skill. Board members have developed competencies in these skills through education, direct experience, and oversight responsibilities. Additional background information on each director appears in their biography.
​ ​
Board Skills & Experience Matrix as of March 23, 2023
​ ​
​ ​
DIRECTOR
SKILLS &
EXPERIENCE
​ ​ ​
Bayless
​ ​ ​
Chand
​ ​ ​
D’Amore
​ ​ ​
Hunter
​ ​ ​
Jackson
​ ​ ​
Miller
​ ​ ​
Nicolaides
​ ​ ​
Raymond
​ ​ ​
Simone
​ ​ ​
St. Dennis
​ ​
​ ​
Cybersecurity
​ ​ ​
•
​ ​ ​
•
​ ​ ​ ​ ​ ​ ​
•
​ ​ ​
•
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
•
​ ​ ​
•
​ ​
​ ​
Environment,
Climate &
Sustainability
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
Human Capital
Management
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​ ​ ​ ​
​ ​
Risk Management
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​ ​
•
​ ​
Cybersecurity:   Directors with experience or expertise in information security, data privacy, and cybersecurity are uniquely qualified to oversee our product and services roadmap as well as privacy and cybersecurity risks.
Environment, Climate & Sustainability:   Directors with experience leading efforts to mitigate climate change and other environmental impacts are well qualified to oversee our environmental programs and product development.
Human Capital Management:   Directors with experience managing people and teams, including recruitment, retention, development, compensation, and incentivization of key talent, provide strategic value in overseeing our efforts to recruit, retain, and develop our people and teams and in determining compensation for our CEO and other senior executives.
Risk Management:   Experience identifying, managing, or mitigating risks develops a director’s ability to appreciate, anticipate, and effectively oversee the Company’s risk management.
 
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Our Board’s diversity, in terms of gender, race, ethnicity and other characteristics, is reflected in the following table (which information is based on voluntary self-identification by each director):
​ ​
Board Diversity Matrix as of March 23, 2023
​ ​
​ ​
Total Number of Directors: 10
​ ​
​ ​ ​ ​ ​ ​
Female
​ ​ ​
Male
​ ​ ​
Non-Binary
​ ​ ​
Did Not Disclose
Gender
​ ​
​ ​ Part I: Gender Identity ​ ​
​ ​
Directors
​ ​ ​
3
​ ​ ​ ​ ​ 7 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​
​ ​ Part II: Demographic Background ​ ​
​ ​
African American or Black
​ ​ ​
0
​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​
​ ​
Alaskan Native or Native American
​ ​ ​
0
​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​
​ ​
Asian
​ ​ ​
0
​ ​ ​ ​ ​ 1 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​
​ ​
Hispanic or Latinx
​ ​ ​
0
​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​
​ ​
Native Hawaiian or Pacific Islander
​ ​ ​
0
​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​
​ ​
White
​ ​ ​
3
​ ​ ​ ​ ​ 6 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​
​ ​
Two or More Races or Ethnicities
​ ​ ​
0
​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​
​ ​
LGBTQ+
​ ​ ​       0 ​ ​
​ ​
Did Not Disclose Demographic Background
​ ​ ​       0 ​ ​
Compensation of Directors
Veeco’s Director Compensation Policy provides that members of the Board of Directors who are not employees of Veeco shall be paid a quarterly retainer in the amount of $17,500. Additional quarterly retainers are paid for committee membership, as follows:
​ ​
Board Committee
​ ​ ​
Quarterly
Retainer for
Non-Chair
Membership ($)
​ ​ ​
Quarterly
Retainer
for Chair
Membership ($)
​ ​
​ ​ Audit ​ ​ ​ ​ ​ 2,500 ​ ​ ​ ​ ​ ​ 6,250 ​ ​ ​
​ ​ Compensation ​ ​ ​ ​ ​ 1,875 ​ ​ ​ ​ ​ ​ 3,750 ​ ​ ​
​ ​ Governance ​ ​ ​ ​ ​ 1,250 ​ ​ ​ ​ ​ ​ 2,500 ​ ​ ​
An additional quarterly retainer in the amount of $12,500 is paid for service as the Board Chairman. Board members do not receive fees for attending meetings either in person or telephonically.
Each non-employee Director shall also receive an annual grant of shares of restricted stock having a fair market value in the amount determined by the Compensation Committee from time to time. For 2022, the Compensation Committee determined that the value of this annual award should be $140,000 per director. The restrictions on these shares lapse on the earlier of the first anniversary of the date of grant and the date immediately preceding the date of the next annual meeting of stockholders. In addition, the Company’s Director Compensation Policy gives the Board the authority to compensate directors who perform significant additional services on behalf of the Board or a Committee. Such compensation is to be determined by the Board in its discretion, taking into consideration the scope and extent of such additional services. The Company’s 2019 Stock Incentive Plan places an annual limit on total Director compensation in the amount of $400,000. Directors who are employees, currently only Dr. Miller, do not receive additional compensation for serving as directors.
 
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The following table provides information on compensation awarded or paid to the non-employee directors of Veeco for the fiscal year ended December 31, 2022.
​ ​
Name
​ ​ ​
Fees Earned
or Paid in
Cash ($)(1)
​ ​ ​
Stock
Awards
($)(2)(3)
​ ​ ​
All Other
Compensation
($)
​ ​ ​
Total ($)
​ ​
​ ​ Kathleen A. Bayless ​ ​ ​ ​ ​ 95,000 ​ ​ ​ ​ ​ ​ 139,993 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 234,993 ​ ​ ​
​ ​ Sujeet Chand ​ ​ ​ ​ ​ 75,000 ​ ​ ​ ​ ​ ​ 104,989 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 179,989 ​ ​ ​
​ ​ Richard A. D’Amore ​ ​ ​ ​ ​ 127,500 ​ ​ ​ ​ ​ ​ 139,993 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 267,493 ​ ​ ​
​ ​ Gordon Hunter ​ ​ ​ ​ ​ 90,000 ​ ​ ​ ​ ​ ​ 139,993 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 229,993 ​ ​ ​
​ ​ Keith D. Jackson ​ ​ ​ ​ ​ 90,000 ​ ​ ​ ​ ​ ​ 139,993 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 229,993 ​ ​ ​
​ ​ Lena Nicolaides ​ ​ ​ ​ ​ 8,077 ​ ​ ​ ​ ​ ​ 139,990 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 148,067 ​ ​ ​
​ ​ Mary Jane Raymond ​ ​ ​ ​ ​ 80,000 ​ ​ ​ ​ ​ ​ 139,993 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 219,993 ​ ​ ​
​ ​ Peter J. Simone ​ ​ ​ ​ ​ 85,000 ​ ​ ​ ​ ​ ​ 139,993 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 224,993 ​ ​ ​
​ ​ Thomas St. Dennis ​ ​ ​ ​ ​ 77,500 ​ ​ ​ ​ ​ ​ 139,993 ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 217,493 ​ ​ ​
​
(1)
Represents the sum of quarterly retainers paid for Board service during 2022.
​
(2)
Reflects awards of 6,591 shares of restricted stock to each director on May 13, 2022 with the exception of (i) Dr. Chand, who received a pro-rata award of 4,943 shares of restricted stock on May 13, 2022 in accordance with the Company’s Board Compensation Policy; and (ii) Dr. Nicolaides, who received an award of 7,179 shares of restricted stock on November 23, 2022 in connection with her appointment to the Board. These restricted stock awards vest on the earlier of (i) the first anniversary of the date of grant, and (ii) the date immediately preceding the date of the next annual meeting of stockholders. In accordance with SEC rules, the amounts shown reflect the grant date fair value of the award, which was $21.24 per share for the awards made on May 13, 2022, and $19.50 per share for the award made to Dr. Nicolaides on November 23, 2022.
​
(3)
As of December 31, 2022, there were outstanding the following aggregate numbers of stock awards and option awards held by each non-employee director of the Company:
​
​ ​
Outstanding Equity Awards at Fiscal Year End
​ ​
​ ​
Name
​ ​ ​
Stock
Awards (#)
​ ​ ​
Option
Awards (#)
​ ​
​ ​ Kathleen A. Bayless ​ ​ ​ ​ ​ 6,591 ​ ​ ​ ​ ​ ​ — ​ ​ ​
​ ​ Sujeet Chand ​ ​ ​ ​ ​ 4,943 ​ ​ ​ ​ ​ ​ — ​ ​ ​
​ ​ Richard A. D’Amore ​ ​ ​ ​ ​ 6,591 ​ ​ ​ ​ ​ ​ — ​ ​ ​
​ ​ Gordon Hunter ​ ​ ​ ​ ​ 6,591 ​ ​ ​ ​ ​ ​ — ​ ​ ​
​ ​ Keith D. Jackson ​ ​ ​ ​ ​ 6,591 ​ ​ ​ ​ ​ ​ — ​ ​ ​
​ ​ Lena Nicolaides ​ ​ ​ ​ ​ 7,179 ​ ​ ​ ​ ​ ​ — ​ ​ ​
​ ​ Mary Jane Raymond ​ ​ ​ ​ ​ 6,591 ​ ​ ​ ​ ​ ​ — ​ ​ ​
​ ​ Peter J. Simone ​ ​ ​ ​ ​ 6,591 ​ ​ ​ ​ ​ ​ — ​ ​ ​
​ ​ Thomas St. Dennis ​ ​ ​ ​ ​ 6,591 ​ ​ ​ ​ ​ ​ — ​ ​ ​
Stock Ownership Guidelines: Directors
Under the Company’s Stock Ownership Guidelines, Directors are required to hold Veeco stock with a value equal to at least three times the Directors’ annual cash retainers (excluding retainers for committee or Board Chair service), measured as of February 1st of the most recently completed year and subject to a 5-year phase-in period. All Directors are currently in compliance with our Stock Ownership Guidelines or have a period of time remaining to meet the required ownership level.
Certain Contractual Arrangements with Directors and Executive Officers
Veeco has entered into indemnification agreements with each of its directors, executive officers and certain senior officers. Generally, the indemnification agreements are designed to provide the maximum
 
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protection permitted under Delaware law for the indemnification of a covered individual. The indemnification agreements provide that Veeco will indemnify such persons against certain liabilities that may arise by reason of their status or service to the Company and that the Company will advance expenses incurred as a result of proceedings against them as to which they may be indemnified. Under the indemnification agreements, a covered individual will receive indemnification if he or she is found to have acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of Veeco and with respect to any criminal action, if he or she had no reasonable cause to believe his or her conduct was unlawful.
Corporate Social Responsibility
Veeco remains strongly committed to environmental and social responsibility programs that apply across our organization and to our business partners. These programs are based on our six core values and are integral to our corporate culture. Our core values are:
•
We will always put our CUSTOMERS first
​
•
We will never compromise on SAFETY
​
•
We will always demonstrate RESPECT
​
•
We will never stop IMPROVING
​
•
We will always be ACCOUNTABLE
​
•
We will never forget that DIVERSITY & INCLUSION make us stronger
​
We are committed to upholding the highest levels of integrity and are working to improve social, ethical, safety and environmental conditions across the Company.
In March of 2023, Veeco published its fourth Sustainability Report, in which we formally disclose various environmental, social and governance (“ESG”) initiatives which demonstrate our commitment to corporate social responsibilities (“CSR”). Our goals outlined in this report represent significant progress in our efforts and provide an update on our continued journey to becoming a more transparent and sustainable company. Key elements of our CSR strategy include the following:
ESG Governance:   Primary oversight of the Company’s sustainability efforts and its ESG practices has been assigned to the Governance Committee, which serves as the Company’s sustainability committee and is comprised entirely of independent directors. The Governance Committee receives ESG updates from management on a biannual basis, and more frequently as needed or appropriate. In addition to the fact that ESG is a recurring topic at the Governance Committee meetings, the Governance Committee invites, on a periodic basis, outside legal counsel to present on ESG topics and evolving trends. Following each Governance Committee meeting, the Chair of the Governance Committee provides an update to the Board. In addition, the Compensation Committee maintains oversight of workforce-related matters, including Company culture, while the Audit Committee maintains oversight of various ethical and legal compliance matters.
Veeco’s ESG Leadership Team is responsible for updating the Board on ESG matters and implementing related strategies and initiatives. This cross-functional team consists of members from the following Veeco departments: Environmental, Health & Safety, Quality & Customer Satisfaction, Engineering, Information Technology, Human Resources, Supply Chain, Investor Relations, Finance, Marketing, and Legal. In 2021, Veeco added its first CSR dedicated professional to the ESG Leadership Team. Our enhanced and evolving ESG oversight and management are a testament to our commitment to corporate responsibility and stakeholder engagement.
Workplace:   We believe that a diverse and motivated workforce is vital to our success. We are committed to fair treatment, equal opportunity and an environment free from unlawful discrimination. We foster personal and professional development with on-site and virtual resources that enhance both mental and physical health of our employees. Our Human Rights Policy formalizes our commitment to preserving and promoting the fundamental rights of others. Furthermore, as a condition of doing business with Veeco, our suppliers, vendors, consultants and service providers are required to follow our Supplier Code of Conduct,
 
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which requires safe working conditions, treating workers with dignity and respect, acting fairly and ethically, using environmentally responsible practices whenever conducting business with Veeco, and accepting and promoting workforce diversity in race, ethnicity, gender, sexual orientation, socioeconomic status, disability and age, among other characteristics.
Community:   We recognize and welcome our obligation to be a responsible member of our communities. With offices worldwide and a diverse workforce, we strive to align with employees on initiatives that matter most. Whether promoting STEM education for high school and college students, building homes with Habitat for Humanity, or collecting toys for local children’s charities, we make it our mission to give back.
Sustainability:   Environmental, health and safety responsibilities are integral to producing world-class products. We strive to minimize adverse effects on the community and to protect natural resources. Ensuring a safe work environment, reducing waste, and obtaining parts and components from responsible sources is at the core of everything we do.
Quality:   At Veeco, we work hard to earn the trust of our customers through systematic, ongoing improvement. Every employee is responsible for taking appropriate action to ensure the high-quality of our products and services, and to meet or exceed our customers’ requirements and expectations. Achieving exceptional quality and customer satisfaction is driven by three key commitments:
1.
To consistently provide the highest quality products and services through strong partnerships with our suppliers, a passion for improving our performance, and close collaboration with our customers.
​
2.
To develop products that solve our customers’ most difficult problems using practices and processes designed to ensure we meet our customers’ expectations for product safety, quality and reliability.
​
3.
To leverage the creativity, enthusiasm, and dedication of the Veeco team to be the supplier of choice for all our customers.
​
For more information about our corporate social responsibility efforts, please refer to our Corporate Responsibilities webpage at https://www.veeco.com/company/corporate-responsibilities. To view Veeco’s current Corporate Sustainability Report (and Annex), Corporate Governance Policies, and Environmental & Social Responsibility Statement, please visit https://ir.veeco.com. To access Veeco’s ISO 9001:2015 Certificates, please visit https://www.veeco.com/company/quality/. The references to our website addresses do not constitute inclusion or incorporation by reference of the information contained on our website in this Proxy Statement or other filings with the SEC, and the information contained on our website is not part of this document.
Investor Outreach
Veeco maintains an active investor outreach program and meets with institutional investors outside of our quiet periods, at investor conferences, non-deal roadshows, and ad hoc investor meetings. Investors in attendance typically include portfolio managers and analysts, and Veeco is often represented by a combination of our CEO, CFO and head of Investor Relations. In 2023, in an effort to seek feedback and provide transparency on ESG-related and other matters, the Company conducted investor outreach which targeted approximately 75% of Veeco’s outstanding share ownership. This outreach resulted in investor meetings with shareholders owning approximately 22% of Veeco’s outstanding shares. Meeting attendees for Veeco included the Company’s Chief Administrative Officer, General Counsel, head of Investor Relations and, at times, a member of our Board of Directors. Topics addressed during these meetings included Company strategy, Board composition, “Veeco United” culture, executive compensation, supply chain accountability, and other recent ESG-related activities, developments, and plans. Veeco genuinely values its ongoing dialogue with Company shareholders.
 
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COMPENSATION
Executive Officers
The executive officers of Veeco, their ages and positions as of March 15, 2023, are as follows:
​ ​
Name
​ ​ ​
Age
​ ​ ​
Position
​ ​
​ ​ William J. Miller, Ph.D. ​ ​ ​
54
​ ​ ​ Chief Executive Officer ​ ​
​ ​ John P. Kiernan ​ ​ ​
60
​ ​ ​ Senior Vice President, Chief Financial Officer ​ ​
​ ​ Adrian Devasahayam, Ph.D. ​ ​ ​
52
​ ​ ​ Senior Vice President, Product Line Management ​ ​
​ ​ Peter Porshnev, Ph.D. ​ ​ ​
59
​ ​ ​ Senior Vice President, Unified Engineering ​ ​
​ ​ Susan Wilkerson ​ ​ ​
62
​ ​ ​ Senior Vice President, Global Sales & Services ​ ​
[MISSING IMAGE: ph_williammiller-4c.jpg]
William J. Miller, Ph.D. has been CEO and a Director since October 2018. Prior thereto, he served as President beginning in January 2016, overseeing all of Veeco’s global business units. Dr. Miller was named Executive Vice President, Process Equipment in December 2011, and was Executive Vice President, Compound Semiconductor from July 2010 until December 2011. Dr. Miller was Senior Vice President and General Manager of Veeco’s MOCVD business unit from January 2009 to July 2010, and Vice President, General Manager of Veeco’s Data Storage business unit from January 2006 to January 2009. He has held leadership positions of increasing responsibility in both the engineering and operations organizations since he joined Veeco in November 2002. Prior to joining Veeco, Dr. Miller held engineering and operations leadership positions at Advanced Energy Industries, Inc.
[MISSING IMAGE: ph_johnkiernan-4c.jpg]
John P. Kiernan has been Senior Vice President, Chief Financial Officer since January 2020. Beginning in December 2011, he served as Senior Vice President, Finance, Chief Accounting Officer and Treasurer, and also served as Corporate Controller from December 2011 through December 2017. He has held leadership positions of increasing responsibility in finance since joining Veeco in February 1995. Prior to his tenure with Veeco, Mr. Kiernan was an Audit Senior Manager at Ernst & Young LLP.
   
   
 
[MISSING IMAGE: ph_adriandevasahayam-4c.jpg]
Adrian Devasahayam, Ph.D. has been Senior Vice President, Product Line Management since September 2019. Prior thereto, he served as Senior Vice President and General Manager for Veeco’s Advanced Deposition & Etch and Precision Surface Processing business units. Previous roles at Veeco included Vice President, Ion Beam Marketing and Applications (from June 2016 to August 2017) and Vice President, Optical Products (from June 2014 to June 2016). He has held leadership positions of increasing responsibility in both the technology and marketing organizations since he joined Veeco in 1998.
​
 
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[MISSING IMAGE: ph_peterporshnev-4c.jpg]
Peter Porshnev, Ph.D. has been Senior Vice President, Unified Engineering since September 2019. Prior thereto, he served as General Manager, Ultratech division of Veeco, beginning in August 2017, and was General Manager of Veeco’s Advanced Deposition & Etch business unit from 2015 to July 2017. Prior to joining Veeco in 2013 as Vice President of Engineering, Dr. Porshnev held engineering leadership positions at Cymer LLC (EUV division), before and after its acquisition by ASML Holding N.V. From 2001 to 2011, Dr. Porshnev held engineering and leadership positions at Applied Materials, Inc. Prior thereto, Dr. Porshnev held various academic positions, including a professorship at his alma mater, Belarusian State University in Minsk, Belarus.
[MISSING IMAGE: ph_susanwilkerson-4c.jpg]
Susan Wilkerson joined Veeco in April 2020 as Senior Vice President, Global Sales & Services. From 2011 to 2020, Ms. Wilkerson served as Vice President & General Manager of Strategic Global Accounts for Lam Research Corporation. From 2010 to 2011, Ms. Wilkerson was Vice President & General Manager of Americas Sales, Service & Support for Verigy Ltd. From 2003 to 2010, Ms. Wilkerson was engaged in two consulting ventures and provided consulting services to Applied Materials, Inc., and co-founded BlueRock Consulting LLC in 2008. From 1988 to 2003, Ms. Wilkerson worked for Applied Materials, where she held positions of increasing responsibility, including Senior Director, Global Account Management; Vice President & General Manager, Global Account Management; and Vice President of Operations, North America Region.
​
 
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Compensation Discussion and Analysis
This Compensation Discussion and Analysis describes Veeco’s current compensation programs and policies, which are subject to change.
Business Description and Overview
Headquartered in Plainview, New York, we were organized as a Delaware corporation in 1989. We are a manufacturer of advanced semiconductor process equipment that solves an array of challenging materials engineering problems for our customers. Our comprehensive collection of ion beam, laser annealing, metal organic chemical vapor deposition (“MOCVD”), advanced packaging lithography, single wafer wet processing, molecular beam epitaxy (“MBE”), and atomic layer deposition (“ALD”) technologies play an integral role in the fabrication of key devices that are enabling the 4th industrial revolution of all things connected. Such devices include leading advanced node application processors for mobile devices, thin film magnetic heads for hard disk drives in data storage, photonics devices for 3D sensing, advanced displays and high-speed data communications, and radio frequency (“RF”) filters and power amplifiers for fifth generation (“5G”) networks and mobile electronics. In close partnership with our customers, we combine decades of applications and materials know-how with leading-edge systems engineering to deliver high-volume manufacturing solutions with competitive cost of ownership. Serving a global and highly interconnected customer base, we have comprehensive sales and service operations across the Asia-Pacific, Europe, and North America regions to ensure real-time close collaboration and responsiveness.
Our 2023 priorities are:
•
Protect:   Safety is one of Veeco’s core values. We have taken steps to keep employees safe throughout the COVID-19 pandemic and we continue to maintain focus on traditional workplace health and safety matters. We understand that the culture of the Company can have a direct impact on our performance. We made significant improvements to our culture as measured by an initial culture survey performed in 2019, a follow-up survey in 2021 and a planned survey in 2023, and we remain committed to working with employees to continue to strengthen our culture;
​
•
Execute:   We believe that our success depends on our ability to successfully execute in challenging environments, recognizing that our customers have high expectations. The Veeco United team worked through material shortages, lead time increases, and labor shortages in our factories as well as those of our suppliers in 2022. We are focused on continued execution throughout our entire supply chain, including our internal manufacturing activities, in order to meet customer demand. Additionally, we are focused on multiple customer satisfaction initiatives, including on-time deliveries and improving customer service performance metrics;
​
•
Innovate:   We plan to continue our efforts in product innovation. We have exciting new solutions in our semiconductor and compound semiconductor product development pipeline, which we believe will solve our customers’ difficult materials challenges and enable sustainable growth in the long term. In 2022, we invested heavily in our manufacturing capabilities through our San Jose facility project, we made significant investments in our service capabilities to meet the requirements of our tier one semiconductor customers, and we had a successful year of evaluation acceptances with our customers. Additionally, we acquired Epiluvac AB in February 2023, accelerating our penetration into the emerging, high-growth silicon carbide (“SiC”) epitaxy equipment market. In 2023, we plan to maintain our emphasis on placing strategic evaluation systems with customers in the semiconductor and compound semiconductor markets, consistent with our growth plans. These systems are provided to customers after significant time spent demonstrating their capabilities in our factory and represent one of the final stages in our customers’ selection process. We are focused on successful outcomes for these evaluations and in continuing the elevated level of evaluation system activity with existing and potential customers; and
​
 
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•
Growth and Profitability:   We are focused on maintaining profitability through near-term macroeconomic challenges and growing in our Data Storage market and our Semiconductor market despite an expected decline in wafer fab equipment (“WFE”) spending. We are in a mixed demand environment, with strong recent order activity in the Semiconductor and Data Storage markets, offset by near term weakness in the Compound Semiconductor market. However, we are investing for and expect long-term growth in the Semiconductor and Compound Semiconductor markets. We are focused on executing our backlog and also on winning additional business to drive meaningful long-term growth. We are also focused on responsible management of our cost structure, including an emphasis on gross margins.
​
Executive Compensation Highlights
The semiconductor and thin film process equipment industries comprising Veeco’s served markets are highly cyclical and characterized by periods of volatility which may be difficult to predict. Our products require significant R&D investment sustained over long periods of time and our customers’ buying decisions are highly dependent on technology trends and industry supply and demand patterns. Our executive compensation programs are designed to align with such market conditions, to balance both the short- and long-term interests of stockholders and executives and, at the same time, attract and retain executives through extended business downturns, motivating them for our long-term success.
The Company seeks to foster a performance-oriented culture by linking a significant portion of each executive’s compensation to the achievement of performance targets that are important to our stockholders and the Company’s success. Our executive compensation program is structured so that a meaningful percentage of compensation is tied to achieving objectives that are considered challenging in light of anticipated market conditions at the time they are established.
In recent years, we implemented several changes in response to discussions with our stockholders. In particular, Veeco:
•
increased, in 2022, the level of performance required to earn target awards under our performance-based restricted stock units (“PRSUs”) from the 50th percentile to the 55th percentile of the peer group;
​
•
in 2020, increased the stock ownership requirement for the Company’s CEO from 4 times base salary to 6 times base salary;
​
•
in 2019, adopted a negative TSR cap that limits PRSU awards to 100% if the Company’s 3-year TSR is negative, regardless of the Company’s relative performance;
​
•
in 2019, expanded the Company’s Clawback Policy to include equity in the compensation subject to recuperation;
​
•
increased the portion of annual long-term incentives delivered to NEOs in the form of PRSUs from a simple majority in 2018 to 60% in 2019 and 65% in 2020;
​
•
in 2018, adopted a relative performance metric for PRSU awards based on TSR over a 3-year period, comparing the Company’s performance to the Russell 2000 Index;
​
•
in 2018, adopted different metrics under short- and long-term incentives;
​
•
in 2015, established full 3-year vesting for PRSU awards; and
​
•
in 2015, amended the Company’s stock incentive plan to (i) specify that any dividends earned shall be subject to the same vesting provisions as for the underlying award, (ii) define the treatment of performance-based equity awards in the event of a change in control, and (iii) specify a minimum vesting period of one year for equity awards with limited exceptions.
​
Executive Compensation Strategy and Objectives
The Company’s executive compensation strategy is designed to create opportunities for competitive total compensation that reflects our culture, the markets we serve and our performance. The primary objective of our executive compensation strategy is to motivate executives to achieve long-term growth and
 
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success for the Company, including increasing stockholder value, without subjecting the Company or stockholders to unnecessary or unreasonable risks. The Company’s executive compensation programs are also essential to our ability to attract and retain talented executives. Accordingly, the Company has adopted the following guiding principles:
​
Performance-based:
​ ​ Compensation levels should be determined based on Company financial performance and individual results, each as compared to quantitative and qualitative performance priorities set at the beginning of the performance period. The ratio of performance-based compensation to fixed compensation shall increase with the level of the executive, with the greatest amount of performance-based compensation at the CEO level. Performance-based compensation should be subject to a complete risk of forfeiture. ​
​
Stockholder-aligned:
​ ​ A significant portion of potential compensation should be performance- and time-based equity to more closely align the interests of executives with those of our stockholders. ​
​
Fair and Competitive:
​ ​ Compensation levels should be fair, internally and externally, and competitive with overall compensation levels at other companies with which we compete for talent. Our compensation programs should promote our ability to both attract and retain our employees, including our executives. ​
Our target pay mix places significant emphasis on variable compensation comprised of PRSU awards, time-based equity awards and an annual bonus opportunity. As illustrated in the following charts, 86% and 72% of the 2022 compensation for our CEO and other NEOs, respectively, was comprised of performance-based compensation.
​
CEO Compensation Elements
​ ​
Other NEO Compensation Elements
​
​
[MISSING IMAGE: pc_ceo-4c.jpg]
​ ​
[MISSING IMAGE: pc_neo-4c.jpg]
​
Executive Compensation Governance and Procedures
The Compensation Committee (hereinafter in this Compensation Discussion and Analysis, the “Committee”) administers the Company’s compensation programs operating under a charter adopted by the Board. This charter authorizes the Committee to administer and interpret the Company’s compensation and equity plans and establish rules for their implementation and administration. The Committee consists of three independent directors who are appointed annually. The Committee works closely with the CEO and the Head of Human Resources and has access to, and relies on information provided by, Compensation Strategies, Inc., the Company’s independent compensation consultant.
When making compensation decisions, the Committee considers the compensation practices and the competitive market for executives at companies with which Veeco competes for talent. To this end, the
 
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Company utilizes several resources which, during 2022, included compensation surveys prepared by Radford, together with executive compensation information compiled from the proxy statements of other companies, including a peer group.
Veeco’s peer group (the “Peer Group”) reflects companies that closely resemble Veeco based on industry, competition for talent, and size. In July 2021, the Committee determined that, based on these considerations (including without limitation size as measured by revenue), the Peer Group consisted of the following 22 companies, which was utilized for 2022 compensation planning:
​
3D Systems Corporation
Ambarella, Inc.
Axcelis Technologies, Inc.
Badger Meter, Inc.
Brooks Automation, Inc.
​ ​
Kulicke and Soffa Industries, Inc.
Lattice Semiconductor Corporation
NeoPhotonics Corporation
nLIGHT, Inc.
Onto Innovation, Inc.
​
​
CMC Materials, Inc.
Cohu, Inc.
Enphase Energy, Inc.
FARO Technologies, Inc.
FormFactor, Inc.
Ichor Holdings Ltd.
​ ​
OSI Systems, Inc.
Photronics, Inc.
Quantum Corporation
Rambus Inc.
Universal Display Corporation
Vishay Precision Group, Inc.
​
The Company considers the executive compensation practices of the companies in the Peer Group and the Radford survey (hereinafter collectively, the “market data”) among several other factors when setting compensation. We construct market pay levels representative of the 50th percentile of the market data. Although the Committee considers the executive compensation practices of the Peer Group and broader market data in setting compensation, it does not benchmark compensation to any specific percentile or ranking within the market data. Individual compensation levels may vary within a range around market as a result of Veeco’s financial and operating performance, personal performance, experience, and criticality, as well as competitive factors.
For 2022, total target compensation of Veeco’s NEOs and other executives was generally around the 50th percentile of market. Given the performance emphasis present in Veeco’s executive compensation program, actual compensation earned or received can vary significantly with results; actual cash compensation for 2022 was below targeted opportunity levels, reflecting the strong linkage between pay and performance and performance results below expectations.
In addition to reviewing the market data, the Committee meets with the Company’s CEO and Head of Human Resources to consider recommendations with respect to compensation for the NEOs and other executives. These recommendations include base salary levels, cash bonus targets and awards, and equity compensation awards. The Committee considers these recommendations along with other factors in determining specific compensation levels for the NEOs. The Committee discusses the elements of the CEO’s compensation with him but makes the final decisions regarding CEO compensation without him present.
Decisions regarding the Company’s compensation program elements are made by the Committee in regularly scheduled and ad hoc meetings. Issues of significant importance are frequently discussed over several Committee meetings. This practice provides the Committee with the opportunity to raise and address concerns before arriving at a decision. Prior to each meeting, Committee members are provided with the written materials, information and analyses as may be required to assist the Committee in its decision-making process. To the extent possible, meetings of the Committee are conducted in person. When this is not possible, meetings are conducted by video conference or telephonically. The CEO and the Head of Human Resources are regularly invited to attend Committee meetings but the Committee meets privately in executive session to consider certain matters including, but not limited to, the compensation of the CEO.
Elements of Our Executive Compensation Program
Our compensation programs are comprised of four elements: base salary, annual cash bonus, equity-based compensation and benefits and perquisites. Each of these elements is used to attract executives and reward them for performance results, as described below:
 
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[MISSING IMAGE: tbl_program-4c.jpg]
The Company evaluates each element of each executive’s compensation individually and in the aggregate against market data for the position, experience, individual performance and the ability to affect future Company performance. The following sections describe the process for determining each of the four elements of the executive compensation program.
Base Salary
The Company pays base salaries to attract and retain executives. Base salaries are determined in accordance with the responsibilities of each executive, market data for the position and the executive’s experience and individual performance. The Company considers each of these factors but does not assign a specific value to any one factor.
Base salaries for executives are typically set during the first half of the year in conjunction with the Company’s annual performance management process. In March 2022, base salaries for the NEOs were set following a review of the market data and management’s recommendations. In addition, in conjunction with the decision in late 2022 to discontinue the practice of providing an auto allowance, the base salary for
 
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each of the NEOs was increased by $8,400 and the auto allowance of the same amount was discontinued, effective on December 26, 2022.
​ ​
Name
​ ​ ​
2021
Base Salary
​ ​ ​
2022
Base Salary(1)
​ ​ ​
Percent
Change
​ ​
​ ​ W. Miller ​ ​ ​ ​ $ 595,000 ​ ​ ​ ​ ​ $ 625,000 ​ ​ ​ ​ ​ ​ 6.5% ​ ​ ​
​ ​ J. Kiernan ​ ​ ​ ​ $ 385,000 ​ ​ ​ ​ ​ $ 410,000 ​ ​ ​ ​ ​ ​ 8.7% ​ ​ ​
​ ​ A. Devasahayam ​ ​ ​ ​ $ 360,000 ​ ​ ​ ​ ​ $ 375,000 ​ ​ ​ ​ ​ ​ 6.5% ​ ​ ​
​ ​ P. Porshnev ​ ​ ​ ​ $ 395,000 ​ ​ ​ ​ ​ $ 410,000 ​ ​ ​ ​ ​ ​ 5.9% ​ ​ ​
​ ​ S. Wilkerson ​ ​ ​ ​ $ 385,000 ​ ​ ​ ​ ​ $ 400,000 ​ ​ ​ ​ ​ ​ 6.1% ​ ​ ​
​
(1)
The 2022 base salaries for the NEOs were increased by $8,400 effective December 26, 2022, as addressed above.
​
Annual Cash Bonus
The Company provides the opportunity for, but no guarantee of, cash bonuses under its annual bonus plan to attract executives and reward them for performance consistent with the belief that a significant portion of the compensation of its executives should be performance-based. As a result, individuals are compensated based on achieving specific financial and individual performance goals intended to correlate closely with stockholder value. The Company believes that the opportunity to earn cash bonuses motivates executives to meet performance objectives which are, in turn, linked to the creation of stockholder value. The Company utilizes profitability as the financial element of its bonus plan. The total bonus award for an individual was capped at 200% of target bonus. Executives must generally be employed at the time awards are paid to receive a bonus for the period to which the bonus relates.
2022 Management Bonus Plan
On February 2, 2022, the Committee approved the 2022 Management Bonus Plan (the “2022 Plan”) and the specific metrics thereof. The 2022 Plan was based on the financial performance of the Company as measured by adjusted operating income (“Adjusted Operating Income”1). The Committee elected to use Adjusted Operating Income as the financial metric for the 2022 Plan because it closely aligns operating performance with earnings per share, a key driver of shareholder value. If 2022 Adjusted Operating Income exceeded $15 million (the “Threshold” performance level), a bonus pool would be funded with a fixed percentage of Adjusted Operating Income; the bonus pool would not be funded and bonus awards would not be earned if Adjusted Operating Income results were below this Threshold. If the pool is funded, bonus awards to participants would be made from this fixed pool in accordance with the participants’ target bonus amounts. The adjusted operating income level required to earn a target award in 2022 represented a 62% increase over the 2021 target level, and a 36% increase over 2021 actual performance.
For 2022, Adjusted Operating Income of $116.577 million exceeded the Threshold but fell short of the plan and, as a result, the bonus pool was funded at 81.7% of target, as follows:
​ ​
Performance Level
​ ​ ​
Adjusted
Operating Income
($ million)
​ ​ ​
Funded Percent of
Bonus Targets
​ ​
​ ​ Maximum ​ ​ ​ ​ $ 213.550 ​ ​ ​ ​ ​ ​ 200% ​ ​ ​
​ ​ Target ​ ​ ​ ​ $ 142.200 ​ ​ ​ ​ ​ ​ 100% ​ ​ ​
​ ​ Actual ​ ​ ​ ​ $ 116.577 ​ ​ ​ ​ ​ ​ 81.7% ​ ​ ​
​ ​ Threshold ​ ​ ​ ​ $ 15.0 ​ ​ ​ ​ ​ ​ 10.5% ​ ​ ​
​
1
We define Adjusted Operating Income as earnings before bonus expenses, interest, taxes and amortization, adjusted to exclude share-based compensation expenses, one-time charges relating to restructuring initiatives, non-cash asset impairments, certain other non-operating gains and losses, and acquisition-related items such as one-time transaction costs.
​
 
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Under the 2022 Plan, 25% of each participant’s bonus was based on individual performance after adjusting for Adjusted Operating Income results. Awards for individual performance were then paid from a fixed pool and ranged from 50% to 150% of the target for individual performance.
Dr. Miller’s individual performance goals for 2022 were set by the Board at the beginning of the year and included: (1) financial goals including revenue, gross margin, and bookings and expenses; (2) growth in the front-end semiconductor market; (3) maintaining or improving Company ESG goals; and (4) Operations and Quality goals. The Committee discussed Dr. Miller’s overall performance, including his self-assessment, in executive session and awarded 81.7% ($114,725) against a target of 100% and a maximum of 150% of the value for the Individual Element of his bonus in recognition of modest year-over-year growth that nonetheless fell short of our performance target for the year.
For the NEOs other than Dr. Miller, actual awards for individual performance were based on results compared to goals set by Dr. Miller at the beginning of the year in connection with the Company’s performance management process. The individual performance goals for these NEOs included: (1) financial goals incorporating revenue, gross margin, bookings and expenses; (2) growth in the front-end semiconductor market incorporating product development, key account management and service support objectives; (3) customer satisfaction and service quality and (4) achieving Company culture goals, including without limitation diversity goals. After evaluating the performance results for each of the NEOs, Dr. Miller proposed, and the Committee approved, awards for individual performance ranging from 90% to 100% against a target of 100% and a maximum of 150%.
​ ​
2022 Goals
​ ​ ​
Miller
​ ​ ​
Kiernan
​ ​ ​
Porshnev
​ ​ ​
Devasahayam
​ ​ ​
Wilkerson
​ ​
​ ​
Financial
•
Revenue
​
•
Gross Margin
​
•
Operating Income
​
 ​ ​ ​
[MISSING IMAGE: ic_cross-bw.jpg]
​ ​ ​
[MISSING IMAGE: ic_cross-bw.jpg]
​ ​ ​
[MISSING IMAGE: ic_cross-bw.jpg]
​ ​ ​
[MISSING IMAGE: ic_cross-bw.jpg]
​ ​ ​ ​ ​ n/a ​ ​ ​
​ ​
Bookings
​ ​ ​ ​ ​ ✓ ​ ​ ​ ​ ​ ​ n/a ​ ​ ​ ​ ​ ​ n/a ​ ​ ​ ​ ​ ​ ✓ ​ ​ ​ ​ ​ ​ ✓ ​ ​ ​
​ ​
Semi Penetration
​ ​ ​ ​ ​ ✓ ​ ​ ​ ​ ​ ​ n/a ​ ​ ​ ​ ​ ​ ✓ ​ ​ ​ ​ ​ ​ ✓ ​ ​ ​ ​ ​ ​ ✓ ​ ​ ​
​ ​
Product Development
​ ​ ​
[MISSING IMAGE: ic_cross-bw.jpg]
​ ​ ​ ​ ​ n/a ​ ​ ​ ​
[MISSING IMAGE: ic_cross-bw.jpg]
​ ​ ​
[MISSING IMAGE: ic_cross-bw.jpg]
​ ​ ​ ​ ​ n/a ​ ​ ​
​ ​
Customer Satisfaction & Quality
​ ​ ​ ​ ​ ✓ ​ ​ ​ ​ ​ ​ n/a ​ ​ ​ ​ ​ ​ ✓ ​ ​ ​ ​ ​ ​ ✓ ​ ​ ​ ​ ​ ​ ✓ ​ ​ ​
​ ​
Culture / Leadership Development
​ ​ ​ ​ ​ ✓ ​ ​ ​ ​ ​ ​ ✓ ​ ​ ​ ​ ​ ​ ✓ ​ ​ ​ ​ ​ ​ ✓ ​ ​ ​ ​ ​ ​ ✓ ​ ​ ​
​ ​
ESG
​ ​ ​ ​ ​ ✓✓ ​ ​ ​ ​ ​ ​ ✓✓ ​ ​ ​ ​ ​ ​ n/a ​ ​ ​ ​ ​ ​ n/a ​ ​ ​ ​ ​ ​ n/a ​ ​ ​
​
Legend:
Goal Exceeded: ✓✓
Goal Met: ✓
Goal Missed: [MISSING IMAGE: ic_cross-bw.jpg]
 
​
Dr. Miller, Mr. Kiernan, Drs. Devasahayam and Porshnev, and Ms. Wilkerson earned 2022 Plan awards as follows:
​ ​
Name
​ ​ ​
Target Bonus
(Total Amount /​
% of Base Salary)
​ ​ ​
Financial
Performance
Adjusted
Target
(81.7% of
Target)
​ ​ ​
Financial
Performance
Award
(75% of
Adjusted
Target)
​ ​ ​
Individual
Performance
Target
(25% of
Adjusted
Target)
​ ​ ​
Individual
Performance
Award
% / $
​ ​ ​
Final Bonus
Award
(% of Target/​
Total Amount)
​ ​
​ ​ W. Miller ​ ​ ​
$687,500 / 110%
​ ​ ​ ​ $ 561,688 ​ ​ ​ ​ ​ $ 421,266 ​ ​ ​ ​ ​ $ 140,422 ​ ​ ​ ​
81.7% / $114,725
​ ​ ​
78.0% / $535,990
​ ​
​ ​ J. Kiernan ​ ​ ​
$307,500 /  75%
​ ​ ​ ​ $ 251,228 ​ ​ ​ ​ ​ $ 188,421 ​ ​ ​ ​ ​ $ 62,807 ​ ​ ​ ​
100.0% / $62,807
​ ​ ​
81.7% / $251,228
​ ​
​ ​
A. Devasahayam
​ ​ ​
$225,000 /  60%
​ ​ ​ ​ $ 183,825 ​ ​ ​ ​ ​ $ 137,869 ​ ​ ​ ​ ​ $ 45,956 ​ ​ ​ ​
90.0% / $41,361
​ ​ ​
79.7% / $179,230
​ ​
​ ​ P. Porshnev ​ ​ ​
$246,000 /  60%
​ ​ ​ ​ $ 200,982 ​ ​ ​ ​ ​ $ 150,736 ​ ​ ​ ​ ​ $ 50,246 ​ ​ ​ ​
90.0% / $45,221
​ ​ ​
79.7% / $195,958
​ ​
​ ​ S. Wilkerson ​ ​ ​
$300,000 /  75%
​ ​ ​ ​ $ 245,100 ​ ​ ​ ​ ​ $ 183,825 ​ ​ ​ ​ ​ $ 61,275 ​ ​ ​ ​
100.0% / $61,275
​ ​ ​
81.7% / $245,100
​ ​
 
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2023 Annual Incentive Plan
On February 6, 2023, the Committee approved the 2023 Annual Incentive Plan (the “2023 Plan”) which is similar in most respects to the 2022 Plan. The Committee elected to retain Adjusted Operating Income as the financial metric for the 2023 Plan but elected to increase the Threshold from $15 million to $30 million. Accordingly, the bonus pool will not be funded and bonus awards will not be earned if Adjusted Operating Income is less than $30 million. If the pool is funded, awards to participants will be made from this fixed pool in accordance with the participants’ target bonus amounts. Twenty-five percent (25%) of a participant’s target bonus, after adjustment for Adjusted Operating Income results, will be modified based on individual performance against goals established at the beginning of the year. Awards for individual performance will be paid from this fixed pool and may range from zero to 150%. The total bonus award for an individual is capped at 200% of target bonus. Target bonuses for 2023 for each of the NEOs, expressed as a percent of base salary, are as follows:
​ ​
Name
​ ​ ​
Target Bonus
for 2023
​ ​
​ ​ W. Miller ​ ​ ​ ​ ​ 110% ​ ​ ​
​ ​ J. Kiernan ​ ​ ​ ​ ​ 75% ​ ​ ​
​ ​ A Devasahayam ​ ​ ​ ​ ​ 60% ​ ​ ​
​ ​ P. Porshnev ​ ​ ​ ​ ​ 60% ​ ​ ​
​ ​ S. Wilkerson ​ ​ ​ ​ ​ 75% ​ ​ ​
Equity-Based Compensation
The Company believes that a substantial portion of an executive’s compensation should be awarded in equity since equity-based compensation is directly linked to stockholder interests. Equity awards vest over time, subject first to being earned, as in the case of performance-based awards, and then to the recipient’s continued employment in the case of all awards; as such, equity awards act as both a significant performance and retention incentive. Equity awards also help create stock ownership among the Company’s executives. The Committee also believes that a significant portion of the long-term incentive value for higher-level executives, including the NEOs, should take the form of performance-based equity compensation, currently granted in the form of PRSU awards.
2022 Long-term Incentive Awards
The Company granted equity-based awards to the NEOs and other key employees in 2022:
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Performance-based Restricted Stock Units
​ ​ ​
Time-based Restricted Stock
​ ​
​ ​
Name
​ ​ ​
Date of
Grant
​ ​ ​
Amount
​ ​ ​
Fair
Market
Value Per
Share
​ ​ ​
Total
Value ($)(1)
​ ​ ​
Amount
​ ​ ​
Fair
Market
Value
Per Share
​ ​ ​
Total
Value
($)
​ ​
​ ​ W. Miller ​ ​ ​ ​ ​ 03/17/2022 ​ ​ ​ ​ ​ ​ 78,000 ​ ​ ​ ​ ​ $ 28.79 ​ ​ ​ ​ ​ $ 2,245,620 ​ ​ ​ ​ ​ ​ 42,000 ​ ​ ​ ​ ​ $ 28.79 ​ ​ ​ ​ ​ $ 1,209,180 ​ ​ ​
​ ​ J. Kiernan ​ ​ ​ ​ ​ 03/17/2022 ​ ​ ​ ​ ​ ​ 26,000 ​ ​ ​ ​ ​ $ 28.79 ​ ​ ​ ​ ​ $ 748,540 ​ ​ ​ ​ ​ ​ 14,000 ​ ​ ​ ​ ​ $ 28.79 ​ ​ ​ ​ ​ $ 403,060 ​ ​ ​
​ ​ A. Devasahayam ​ ​ ​ ​ ​ 03/17/2022 ​ ​ ​ ​ ​ ​ 16,250 ​ ​ ​ ​ ​ $ 28.79 ​ ​ ​ ​ ​ $ 467,838 ​ ​ ​ ​ ​ ​ 8,750 ​ ​ ​ ​ ​ $ 28.79 ​ ​ ​ ​ ​ $ 251,913 ​ ​ ​
​ ​ P. Porshnev ​ ​ ​ ​ ​ 03/17/2022 ​ ​ ​ ​ ​ ​ 16,250 ​ ​ ​ ​ ​ $ 28.79 ​ ​ ​ ​ ​ $ 467,838 ​ ​ ​ ​ ​ ​ 8.750 ​ ​ ​ ​ ​ $ 28.79 ​ ​ ​ ​ ​ $ 251,913 ​ ​ ​
​ ​ S. Wilkerson ​ ​ ​ ​ ​ 03/17/2022 ​ ​ ​ ​ ​ ​ 16,250 ​ ​ ​ ​ ​ $ 28.79 ​ ​ ​ ​ ​ $ 467,838 ​ ​ ​ ​ ​ ​ 8,750 ​ ​ ​ ​ ​ $ 28.79 ​ ​ ​ ​ ​ $ 251,913 ​ ​ ​
​
(1)
Reflects the grant date fair market value of the target number of shares subject to the award and not the grant date fair value as determined under generally accepted accounting principles, which is reflected in the Summary Compensation Table.
​
The Company continued its practice of using a share-based approach to determine 2022 equity awards. Upside for participants could be realized based on an increase in stock price and, for PRSU award recipients, an increase in the number of shares actually earned for achieving greater than target performance. Members of the executive leadership team, including the NEOs, received 65% of their 2022 long-term incentive in performance-based awards.
 
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The stock awards granted to recipients were based on factors including, but not limited to: (i) Company guidelines based on position and level of responsibility, (ii) past performance and ability to affect future Company performance, and (iii) noteworthy achievements. Grants were awarded from a pre-determined fixed budget. The CEO used these factors to arrive at a recommendation for each of the recipients and discussed the rationale for his recommendations with the Committee.
The 2022 PRSU awards are based on the Company’s 3-year TSR as compared to the 3-year TSR of the Russell 2000 Index (the “Peer Group”) and may be earned as illustrated below. Any units which are not earned will be forfeited. The 2022 TSR performance metrics included a stretch target requiring the achievement of the 55th percentile of the Peer Group to earn a target award.
​ ​
Performance Range
​ ​ ​
Percentile Rank of
Russell 2000 Index
​ ​ ​
Percentage of Units Earned(1)
​ ​
​ ​
Maximum
​ ​ ​
75th Percentile
​ ​ ​
200%
​ ​
​ ​
Target
​ ​ ​
55th Percentile
​ ​ ​
100%
​ ​
​ ​
Threshold
​ ​ ​
25th Percentile
​ ​ ​
50%
​ ​
​ ​
Below Threshold
​ ​ ​
Less than 25th Percentile
​ ​ ​
0%
​ ​
​
(1)
With linear interpolation between Percentile Ranks to apply.
​
The terms of the 2022 PRSU awards also included a negative TSR cap that limits awards to 100% if the Company’s TSR is negative, notwithstanding that the Company may be above the 50th percentile of the comparison group. The 2022 time-based restricted stock awards granted in connection with the Company’s annual award program are subject to ratable vesting over a three-year period.
2023 Annual Awards
The 2023 annual awards to our continuing NEOs will be comprised of PRSUs (representing 65% of the total value of the award) and time-based restricted stock (representing 35% of the total value of the award). The PRSU portion of the 2023 Awards will be earned in accordance with the following table based on the Company’s 3-year TSR as compared to the 3-year TSR of the Russell 2000 Index (the “PRSU Peer Group”). Any units which are not earned will be forfeited.
​ ​
Performance Range
​ ​ ​
Percentile Rank of
Russell 2000 Index
​ ​ ​
Percentage of Units Earned(1)
​ ​
​ ​
Maximum
​ ​ ​
75th Percentile
​ ​ ​
200%
​ ​
​ ​
Target
​ ​ ​
55th Percentile
​ ​ ​
100%
​ ​
​ ​
Threshold
​ ​ ​
25th Percentile
​ ​ ​
50%
​ ​
​ ​
Below Threshold
​ ​ ​
Less than 25th Percentile
​ ​ ​
0%
​ ​
​
(1)
With linear interpolation between Percentile Ranks to apply.
​
The terms of the 2023 PRSU awards will also feature a negative TSR cap that limits awards to 100% if the Company’s TSR is negative, notwithstanding that the Company’s 3-year TSR may exceed the 55th percentile of the PRSU Peer Group. The 2023 time-based restricted stock awards, comprising 35% of the total value of the award, are subject to ratable vesting over a 3-year period.
Earned PRSU Awards
In March 2022, the Committee determined that the three-year TSR target associated with the PRSU awards granted to the NEO’s in March of 2019 had been exceeded. The Company’s 3-year TSR was at the 90th percentile of the Russell 2000 3-year TSR, resulting in an award of 200% of target for exceeding the 75th percentile. In accordance with the terms of the award, 200% of the target award was earned and 100% of the earned units vested upon such determination.
Benefits and Perquisites
The Company provides benefits and perquisites to its executive officers, which it believes are required to remain competitive with the goal of promoting employee productivity and loyalty to the Company. The
 
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Company’s NEOs participate in the benefit plans on the same basis as other similarly-situated employees. The Committee periodically reviews the benefits and perquisites provided to its executive officers who, for 2022, included eligibility for the following:
•
a 401(k) savings plan under which it provides matching contributions of fifty cents for every dollar a participant contributes, up to 6% of such employee’s eligible compensation, up to a maximum of $9,150. The plan calls for the vesting of Company contributions over the initial five years of a participant’s employment with the Company;
​
•
group health and term life insurance;
​
•
car allowance (discontinued for NEOs in 2023); and
​
•
an Employee Stock Purchase Plan.
​
Amounts for 401(k) matching contributions, group term life insurance premiums, and car allowances are included under the caption “All Other Compensation” in the Summary Compensation Table below.
The Company does not maintain other perquisite programs, such as post-retirement health and welfare benefits or defined or supplemental pension benefits, for its employees.
In 2009, the Company adopted the Senior Executive Change in Control Policy which is described in the Potential Payments Upon Termination or Change in Control section below.
Summary of Executive Compensation
The Committee believes that our compensation practices are balanced and competitive and have enabled Veeco to attract and retain the executive talent needed for the successful operation and transformation of the Company. Increases in financial performance and stock price have resulted in corresponding increases in executive compensation which reflect the effective alignment of interests between the Company’s executives and its stockholders. Accordingly, the Committee further believes that the total compensation for our NEOs is fair and reasonable and is consistent with the Company’s executive compensation philosophies.
Say-on-Pay
Our Board, the Committee and our management value the opinions of our stockholders, including their opinions on our executive compensation. Accordingly, each year we ask our stockholders to vote on a say-on-pay proposal on executive officer compensation. At the 2022, 2021 and 2020 annual meetings of stockholders, approximately 97%, 96% and 91%, respectively, of votes were cast in favor of our say-on-pay proposals.
Compensation Recoupment Policy
In January 2014, the Company adopted a Compensation Recoupment Policy (the “Clawback Policy”) for certain employees, including the NEOs. Under the Clawback Policy, in the event of a financial restatement due to fraud or intentional illegal conduct as determined by the independent members of the Board, a culpable executive officer may be required to reimburse the Company for performance-based cash compensation if the amount of such compensation would have been lower had it been calculated based on such restated financial statements. In February 2019, the Company amended the Clawback Policy to, among other things, also apply to stock-based awards.
Stock Ownership Guidelines: NEOs and Other Key Employees
In January 2014, the Company established stock ownership guidelines for certain employees, including the NEOs. Under these guidelines, as amended, each covered individual has five years to reach the minimum levels of stock ownership interest identified by the Stock Ownership Guidelines, as follows:
•
Veeco’s CEO is required to maintain a Veeco stock interest with a value equal to at least six times his base salary (this amount was increased by the Company in March 2019 from four times his base salary);
​
 
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•
Veeco’s CFO is required to maintain a Veeco stock interest with a value equal to at least two times his base salary; and
​
•
Other covered executive officers are required to maintain Veeco stock interest with a value equal to at least their base salaries.
​
Under the guidelines, covered employees are required to hold 50% of the net after tax shares realized upon vesting or exercise until the stock ownership guidelines are met. Participants must maintain compliance once the guidelines have been met, except for the effect of a decrease in stock price, in which case they will be required to retain at least 50% of shares acquired upon vesting or exercise until the stock ownership guidelines are again achieved. All covered individuals are either in compliance with our Stock Ownership Guidelines or have a period of time remaining to meet the required ownership level.
Anti-Hedging/Anti-Pledging Policy
The Company has adopted an insider trading policy which incorporates anti-hedging and anti-pledging provisions. Consequently, no employee, executive officer or director may enter into a hedge or pledge of the Company’s common stock, including short sales, derivatives, put options, swaps and collars.
Financial and Tax Considerations
In designing our compensation programs, the Committee considers the financial impact and tax effects which each element of compensation will or may have on the Company and the executives.
Prior to December 22, 2017, when the Tax Cuts and Jobs Act of 2017 (“TCJA”) was signed into law, Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally limited Veeco’s tax deduction to $1 million per year for compensation paid to certain executive officers, unless the compensation qualified as “performance-based” under Section 162(m).
Under the TCJA, the “performance-based” exception under Section 162(m) was repealed and the $1 million deduction limit generally applies to (i) anyone serving as our CEO or our CFO at any time during the taxable year, (ii) our top three other highest compensated executive officers serving at fiscal year-end, and (iii) anyone who becomes subject to Section 162(m) in any tax year after 2016, whether or not still serving as an executive officer. In general, these changes apply to taxable years beginning after December 31, 2017, but do not apply to remuneration provided pursuant to a written binding contract in effect on November 2, 2017, that is not modified in any material respect after that date.
The Committee will continue to monitor developments under Section 162(m), including the impact of the TJCA, but presently intends to retain flexibility to take actions that it deems to be in the best interest of Veeco and its stockholders, even if these actions may result in Veeco paying certain items of compensation that may not be fully deductible.
Conclusion
Attracting and retaining talented and motivated management and key employees is essential to creating long-term stockholder value. Offering a competitive, performance-based compensation program with a substantial equity component helps to achieve this objective by aligning the interests of the executive officers and other key employees with those of our stockholders. We believe that Veeco’s 2022 compensation program met these objectives and that the Company’s 2023 compensation program is appropriate in light of the challenges facing the Company and its employees.
 
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Compensation Committee Report
The Committee has reviewed and discussed with management the Compensation Discussion and Analysis for 2022. Based upon this review and these discussions, the Committee recommended to the Board of Directors, and the Board approved, that the Compensation Discussion and Analysis be included in Veeco’s Proxy Statement for its 2023 Annual Meeting of Stockholders.
This report is submitted by the Committee.
Richard A. D’Amore
Gordon Hunter (Chair)
Thomas St. Dennis
 
29
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Summary Compensation Table
The following table sets forth a summary of annual and long-term compensation awarded to, earned by, or paid for the fiscal year ended December 31, 2022 to (a) the principal executive officer of Veeco, (b) the principal financial officer of Veeco, and (c) each of the three next most highly-compensated executive officers (as defined in Rule 3b-7 under the Exchange Act) of Veeco serving at the end of the year (the “NEOs”).
​ ​
Name and Principal Position
​ ​ ​
Year
​ ​ ​
Salary
($)
​ ​ ​
Bonus
($)
​ ​ ​
Stock
Awards
($)(1)
​ ​ ​
Option
Awards
($)
​ ​ ​
Non-Equity
Incentive
Plan
Compensation
($)(2)
​ ​ ​
All
Other
Compensation
($)(3)
​ ​ ​
Total
($)
​ ​
​ ​
William J. Miller
​ ​ ​ ​
​
2022
 ​ ​ ​ ​ ​
​
618,077
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
4,741,020
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
535,990
 ​ ​ ​ ​ ​
​
19,797
 ​ ​ ​ ​ ​
​
5,914,884
 ​ ​ ​
​ ​
CEO
​ ​ ​ ​
​
2021
 ​ ​ ​ ​ ​
​
590,385
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
3,122,580
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
793,459
 ​ ​ ​ ​ ​
​
20,077
 ​ ​ ​ ​ ​
​
4,526,501
 ​ ​ ​
​ ​ ​ ​ ​ ​ ​
​
2020
 ​ ​ ​ ​ ​
​
597,116(a)
​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
1,121,618
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
872,850
 ​ ​ ​ ​ ​
​
18,925
 ​ ​ ​ ​ ​
​
2,610,509
 ​ ​ ​
​ ​
John P. Kiernan
​ ​ ​ ​
​
2022
 ​ ​ ​ ​ ​
​
404,231
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
1,580,340
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
251,228
 ​ ​ ​ ​ ​
​
22,394
 ​ ​ ​ ​ ​
​
2,258,193
 ​ ​ ​
​ ​
SVP, CFO
​ ​ ​ ​
​
2021
 ​ ​ ​ ​ ​
​
379,231
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
910,753
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
338,250
 ​ ​ ​ ​ ​
​
21,332
 ​ ​ ​ ​ ​
​
1,649,566
 ​ ​ ​
​ ​ ​ ​ ​ ​ ​
​
2020
 ​ ​ ​ ​ ​
​
371,896 (a)
​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
534,693
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
322,920
 ​ ​ ​ ​ ​
​
20,280
 ​ ​ ​ ​ ​
​
1,249,789
 ​ ​ ​
​ ​
Adrian Devasahayam
​ ​ ​ ​
​
2022
 ​ ​ ​ ​ ​
​
371,539
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
987,713
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
179,230
 ​ ​ ​ ​ ​
​
19,572
 ​ ​ ​ ​ ​
​
1,558,054
 ​ ​ ​
​ ​
SVP, Product Line
​ ​ ​ ​
​
2021
 ​ ​ ​ ​ ​
​
356,539
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
780,645
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
255,698
 ​ ​ ​ ​ ​
​
19,902
 ​ ​ ​ ​ ​
​
1,412,784
 ​ ​ ​
​ ​
Mgmt.
​ ​ ​ ​
​
2020
 ​ ​ ​ ​ ​
​
348,846 (a)
​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
288,825
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
285,660
 ​ ​ ​ ​ ​
​
18,923
 ​ ​ ​ ​ ​
​
942,254
 ​ ​ ​
​ ​
Peter Porshnev
​ ​ ​ ​
​
2022
 ​ ​ ​ ​ ​
​
406,539
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
987,713
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
195,958
 ​ ​ ​ ​ ​
​
20,802
 ​ ​ ​ ​ ​
​
1,611,012
 ​ ​ ​
​ ​
SVP, Unified
​ ​ ​ ​
​
2021
 ​ ​ ​ ​ ​
​
392,693
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
780,645
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
280,558
 ​ ​ ​ ​ ​
​
20,105
 ​ ​ ​ ​ ​
​
1,474,001
 ​ ​ ​
​ ​
Engineering
​ ​ ​ ​
​
2020
 ​ ​ ​ ​ ​
​
396,124 (a)
​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
288,825
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
318,780
 ​ ​ ​ ​ ​
​
20,105
 ​ ​ ​ ​ ​
​
1,023,834
 ​ ​ ​
​ ​
Susan Wilkerson
​ ​ ​ ​
​
2022
 ​ ​ ​ ​ ​
​
396,539
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
987,713
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
245,100
 ​ ​ ​ ​ ​
​
22,119
 ​ ​ ​ ​ ​
​
1,651,471
 ​ ​ ​
​ ​
SVP, Global Sales &
​ ​ ​ ​
​
2021
 ​ ​ ​ ​ ​
​
382,692
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
780,645
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
341,819
 ​ ​ ​ ​ ​
​
17,901
 ​ ​ ​ ​ ​
​
1,523,057
 ​ ​ ​
​ ​
Services
​ ​ ​ ​
​
2020
 ​ ​ ​ ​ ​
​
266,827(a)
​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
728,670
 ​ ​ ​ ​ ​
​
—
 ​ ​ ​ ​ ​
​
279,450
 ​ ​ ​ ​ ​
​
15,128
 ​ ​ ​ ​ ​
​
1,290,075
 ​ ​ ​
​
(a)
Calendar year 2020 was a leap year and resulted in an additional pay period for all Veeco employees.​
​
(1)
Reflects awards of restricted stock with time-based vesting and performance-based restricted stock units (“PRSUs”). The vesting of the PRSUs awarded in 2022 to the NEOs is based on three-year total shareholder return. In accordance with SEC rules, the amounts shown above reflect the grant date fair value of the stock awards computed in accordance with ASC Topic 718 which, in the case of the 2022 PRSUs with vesting based on three-year total shareholder return, was determined using the Monte Carlo simulation method. Assumptions used in the calculation of these amounts are included in Note 12 to our audited financial statements for the fiscal year ended December 31, 2022, which are included in our Annual Report on Form 10-K. For 2022, the amounts shown in the table above relate to the following stock awards:
​
 
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​ ​
Restricted Stock Awards
​ ​
​ ​
Grant Date
​ ​ ​
Grant Date
Fair Value
​ ​ ​
Name
​ ​ ​
Number of
Shares
​ ​
​ ​ 03/17/2022(a) ​ ​ ​ ​ $ 45.28 ​ ​ ​ ​ W. Miller ​ ​ ​ ​ ​ 78,000 ​ ​ ​
​ ​ 03/17/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ J. Kiernan ​ ​ ​ ​ ​ 26,000 ​ ​ ​
​ ​ 03/17/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
A. Devasahayam
​ ​ ​ ​ ​ 16,250 ​ ​ ​
​ ​ 03/17/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ P. Porshnev ​ ​ ​ ​ ​ 16,250 ​ ​ ​
​ ​ 03/17/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ S. Wilkerson ​ ​ ​ ​ ​ 16,250 ​ ​ ​
​ ​ 03/17/2022(b) ​ ​ ​ ​ $ 28.79 ​ ​ ​ ​ W. Miller ​ ​ ​ ​ ​ 42,000 ​ ​ ​
​ ​ 03/17/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ J. Kiernan ​ ​ ​ ​ ​ 14,000 ​ ​ ​
​ ​ 03/17/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
A. Devasahayam
​ ​ ​ ​ ​ 8,750 ​ ​ ​
​ ​ 03/17/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ P. Porshnev ​ ​ ​ ​ ​ 8,750 ​ ​ ​
​ ​ 03/17/2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ S. Wilkerson ​ ​ ​ ​ ​ 8,750 ​ ​ ​
​
(a)
Reflects PRSU awards that are subject to the achievement of designated performance criteria, based on three-year total shareholder return. These PRSU awards are valued based upon the Monte Carlo simulation method.
​
(b)
Reflects time-based restricted stock awards, with vesting to occur one-third per year on each of the first, second and third anniversaries of the grant date.
​
(2)
Reflects cash bonuses earned under the Company’s Management Bonus Plan. Bonuses listed for a particular year represent amounts earned with respect to such year even though all or part of such amounts may have been paid during the following year.
​
(3)
As detailed in the table below, all Other Compensation for 2022 consists of, as applicable, car allowances, 401(k) matching contributions, premiums for group term life insurance, and other compensation noted below.
​
​ ​
Name
​ ​ ​
Car
Allowance
($)
​ ​ ​
401(k)
Matching
Contribution
($)
​ ​ ​
Premium for
Group Term
Life Insurance
($)
​ ​ ​
Total Other
Compensation
($)(a)
​ ​
​ ​ W. Miller ​ ​ ​ ​ ​ 8,400 ​ ​ ​ ​ ​ ​ 9,150 ​ ​ ​ ​ ​ ​ 1,242 ​ ​ ​ ​ ​ ​ 19,797 ​ ​ ​
​ ​ J. Kiernan ​ ​ ​ ​ ​ 8,400 ​ ​ ​ ​ ​ ​ 9,150 ​ ​ ​ ​ ​ ​ 3,564 ​ ​ ​ ​ ​ ​ 22,394 ​ ​ ​
​ ​ A. Devasahayam ​ ​ ​ ​ ​ 8,400 ​ ​ ​ ​ ​ ​ 9,150 ​ ​ ​ ​ ​ ​ 1,242 ​ ​ ​ ​ ​ ​ 19,572 ​ ​ ​
​ ​ P. Porshnev ​ ​ ​ ​ ​ 8,400 ​ ​ ​ ​ ​ ​ 9,150 ​ ​ ​ ​ ​ ​ 2,322 ​ ​ ​ ​ ​ ​ 20,802 ​ ​ ​
​ ​ S. Wilkerson ​ ​ ​ ​ ​ 8,400 ​ ​ ​ ​ ​ ​ 9,150 ​ ​ ​ ​ ​ ​ 3,564 ​ ​ ​ ​ ​ ​ 22,119 ​ ​ ​
​
(a)
These totals include payments made to the NEOs for (i) Wellness Incentives under the Company’s health benefit plans, and (ii) home office supply allowances associated with the Company’s COVID-19 work-from-home directive. Specific amounts are as follows:
​
​ ​
Name
​ ​ ​
Wellness
Incentive
($)
​ ​ ​
Home Office
Allowance
($)
​ ​
​ ​ W. Miller ​ ​ ​ ​ ​ 225 ​ ​ ​ ​ ​ ​ 780 ​ ​ ​
​ ​ J. Kiernan ​ ​ ​ ​ ​ 500 ​ ​ ​ ​ ​ ​ 780 ​ ​ ​
​ ​ A. Devasahayam ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 780 ​ ​ ​
​ ​ P. Porshnev ​ ​ ​ ​ ​ 150 ​ ​ ​ ​ ​ ​ 780 ​ ​ ​
​ ​ S. Wilkerson ​ ​ ​ ​ ​ 225 ​ ​ ​ ​ ​ ​ 780 ​ ​ ​
 
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TABLE OF CONTENTS​
 
Grants of Plan-Based Awards
The following table sets forth certain information concerning grants to each NEO during 2022 of shares of restricted stock and restricted stock units made under the Company’s 2019 Stock Incentive Plan (the “2019 Plan”). In 2022, no stock options were awarded to the NEOs. The restricted stock and restricted stock unit awards made to the NEOs in 2022 are included in the Stock Awards column of the Summary Compensation Table. The following table also reflects annual cash incentive opportunities for the NEOs that were set by the Compensation Committee in the first quarter of 2022.
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards(1)
​ ​ ​
Estimated Future Payouts
Under Equity
Incentive Plan Awards(2)
​ ​ ​
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(3)
​ ​ ​
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
​ ​ ​
Exercise or
Base Price
of Option
Awards
($/Sh)
​ ​ ​
Market
Price on
Date of
Grant
($/Sh)
​ ​ ​
Grant
Date
Fair
Value
of Stock
and
Option
Awards
($)
​ ​
​ ​
Name
​ ​ ​
Grant Date
​ ​ ​
Threshold
($)
​ ​ ​
Target
($)
​ ​ ​
Maximum
($)
​ ​ ​
Threshold
(#)
​ ​ ​
Target
(#)
​ ​ ​
Maximum
(#)
​ ​
​ ​ W. Miller ​ ​ ​ ​ ​
​		 02/02/2022
03/17/2022		 ​ ​ ​ ​ ​ ​ 140,422 ​ ​ ​ ​ ​ ​ 561,688 ​ ​ ​ ​ ​ ​ 1,123,376 ​ ​ ​ ​ ​ ​ 39,000 ​ ​ ​ ​ ​ ​ 78,000 ​ ​ ​ ​ ​ ​ 156,000 ​ ​ ​ ​ ​ ​ 42,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,741,020 ​ ​ ​
​ ​ J. Kiernan ​ ​ ​ ​ ​
​		 02/02/2022
03/17/2022		 ​ ​ ​ ​ ​ ​ 62,807 ​ ​ ​ ​ ​ ​ 251,228 ​ ​ ​ ​ ​ ​ 502,456 ​ ​ ​ ​ ​ ​ 13,000 ​ ​ ​ ​ ​ ​ 26,000 ​ ​ ​ ​ ​ ​ 52,000 ​ ​ ​ ​ ​ ​ 14,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,580,340 ​ ​ ​
​ ​
A. Devasahayam
​ ​ ​ ​ ​
​		 02/02/2022
03/17/2022		 ​ ​ ​ ​ ​ ​ 45,956 ​ ​ ​ ​ ​ ​ 183,825 ​ ​ ​ ​ ​ ​ 367,650 ​ ​ ​ ​ ​ ​ 8,125 ​ ​ ​ ​ ​ ​ 16,250 ​ ​ ​ ​ ​ ​ 32,500 ​ ​ ​ ​ ​ ​ 8,750 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 987,713 ​ ​ ​
​ ​ P. Porshnev ​ ​ ​ ​ ​
​		 02/02/2022
03/17/2022		 ​ ​ ​ ​ ​ ​ 50,246 ​ ​ ​ ​ ​ ​ 200,982 ​ ​ ​ ​ ​ ​ 401,964 ​ ​ ​ ​ ​ ​ 8,125 ​ ​ ​ ​ ​ ​ 16,250 ​ ​ ​ ​ ​ ​ 32,500 ​ ​ ​ ​ ​ ​ 8,750 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 987,713 ​ ​ ​
​ ​ S. Wilkerson ​ ​ ​ ​ ​
​		 02/02/2022
03/17/2022		 ​ ​ ​ ​ ​ ​ 61,275 ​ ​ ​ ​ ​ ​ 245,100 ​ ​ ​ ​ ​ ​ 490,200 ​ ​ ​ ​ ​ ​ 8,125 ​ ​ ​ ​ ​ ​ 16,250 ​ ​ ​ ​ ​ ​ 32,500 ​ ​ ​ ​ ​ ​ 8,750 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 987,713 ​ ​ ​
(1)
Reflects the annual cash incentive opportunities approved by the Compensation Committee in the first quarter of 2022. Actual cash bonuses paid for performance in 2022 are reflected in the Summary Compensation Table under the column entitled Non-Equity Incentive Plan Compensation. Aside from these awards, the Company did not grant long-term cash or other non-equity incentive plan awards in 2022.
​
(2)
The equity incentive plan awards include PRSUs granted on March 17, 2022 to Drs. Miller, Devasahayam and Porshnev, and to Mr. Kiernan and Ms. Wilkerson, with vesting based on three-year total shareholder return (the “TSR Awards”). If threshold performance is achieved, the TSR Awards are earned at 50% of target. If maximum performance is achieved, the TSR Awards are earned at 200% of target. Performance outcomes will be determined following the conclusion of the respective performance period. Each of the awards is subject to 100% forfeiture if threshold performance is not achieved. In addition, the TSR Awards include a negative TSR cap that limits awards to the target amount if the Company’s TSR is negative, notwithstanding that the Company may be above the 50th percentile of the comparison group.
​
(3)
Reflects time-based restricted stock awards that vest over three years.
​
 
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Outstanding Equity Awards at Fiscal Year End
The following table provides certain information as of December 31, 2022 concerning unexercised options and stock awards that had been granted but had not yet vested as of such date for each of the NEOs. The value of stock awards shown below is based upon the fair market value of the Company’s common stock on December 31, 2022, which was $18.58 per share.
​ ​ ​ ​ ​ ​
Option Awards
​ ​ ​
Stock Awards
​ ​
​ ​
Name
​ ​ ​
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
​ ​ ​
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
​ ​ ​
Option
Exercise
Price
($)
​ ​ ​
Option
Expiration
Date
​ ​ ​
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)(1)
​ ​ ​
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
​ ​ ​
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
(#)(1)
​ ​ ​
Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
​ ​
​ ​ W. Miller ​ ​ ​ ​ ​ 16,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30.47 ​ ​ ​ ​ ​ ​ 12/12/2023 ​ ​ ​ ​ ​ ​ 93,590 ​ ​ ​ ​ ​ ​ 1,738,902 ​ ​ ​ ​ ​ ​ 231,730 ​ ​ ​ ​ ​ ​ 4,305,543 ​ ​ ​
​ ​ J. Kiernan ​ ​ ​ ​ ​ 8,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30.47 ​ ​ ​ ​ ​ ​ 12/12/2023 ​ ​ ​ ​ ​ ​ 29,491 ​ ​ ​ ​ ​ ​ 547,943 ​ ​ ​ ​ ​ ​ 79,300 ​ ​ ​ ​ ​ ​ 1,473,394 ​ ​ ​
​ ​ A. Devasahayam ​ ​ ​ ​ ​ 3,680 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30.47 ​ ​ ​ ​ ​ ​ 12/12/2023 ​ ​ ​ ​ ​ ​ 23,050 ​ ​ ​ ​ ​ ​ 428,269 ​ ​ ​ ​ ​ ​ 55,250 ​ ​ ​ ​ ​ ​ 1,026,545 ​ ​ ​
​ ​ P. Porshnev ​ ​ ​ ​ ​ 10,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 29.21 ​ ​ ​ ​ ​ ​ 10/31/2023 ​ ​ ​ ​ ​ ​ 22,050 ​ ​ ​ ​ ​ ​ 409,689 ​ ​ ​ ​ ​ ​ 55,250 ​ ​ ​ ​ ​ ​ 1,026,545 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ 10,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 37.26 ​ ​ ​ ​ ​ ​ 06/30/2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ S. Wilkerson ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 37,973 ​ ​ ​ ​ ​ ​ 705,538 ​ ​ ​ ​ ​ ​ 35,750 ​ ​ ​ ​ ​ ​ 664,235 ​ ​ ​
(1)
Reflects awards of restricted stock with time-based vesting and PRSUs which were not vested as of December 31, 2022. These awards are scheduled to vest as follows (PRSU amounts assume target achievement):
​
(a)
Awards made on March 14, 2019 included time-based restricted stock awards that are scheduled to vest as follows: (i) for Dr. Miller, one quarter per year on each of the first, second, third and fourth anniversaries of the grant date, and (ii) for Mr. Kiernan and for Drs. Devasahayam and Porshnev, in 20% increments at specified times over a four-year period following the grant date. The total restricted stock award amounts were as follows: for Dr. Miller, 40,000 shares; for Mr. Kiernan, 5,200 shares; for Dr. Devasahayam, 19,000 shares; and for Dr. Porshnev, 14,000 shares. Additional shares were granted in the form of PRSU awards, none of which remained unvested as of December 31, 2022.
​
(b)
A time-based restricted stock award was made to Mr. Kiernan on January 2, 2020 in the amount of 12,000 shares, which is scheduled to vest in 20% increments at specified times over a four-year period following the grant date.
​
(c)
Awards made on March 17, 2020 included time-based restricted stock awards that are scheduled to vest one-third per year on each of the first, second and third anniversaries of the grant date. The total restricted stock award amounts were as follows: for Dr. Miller, 40,770 shares; for Mr. Kiernan, 4,450 shares; for Dr. Devasahayam, 10,500 shares; and for Dr. Porshnev, 10,500 shares. Additional shares were granted in the form of PRSU awards. As of December 31, 2022, the unvested PRSU award amounts were as follows: for Dr. Miller, 75,730 shares; for Mr. Kiernan, 30,550 shares; for Dr. Devasahayam, 19,500 shares; and for Dr. Porshnev, 19,500 shares.
​
(d)
A time-based restricted stock award was made to Ms. Wilkerson on May 1, 2020 in the amount of 66,667 shares, which is scheduled to vest one-third per year on each of the first, second and third anniversaries of the grant date.
​
(e)
Awards made on March 12, 2021 included time-based restricted stock awards that are scheduled to vest one-third per year on each of the first, second and third anniversaries of the grant date. The total restricted stock award amounts were as follows: for Dr. Miller, 42,000 shares; for Mr. Kiernan, 12,250 shares; for Dr. Devasahayam, 10,500 shares; for Dr. Porshnev, 10,500 shares; and for Ms. Wilkerson, 10,500 shares. Additional shares were granted in the form of PRSU awards. As of
​
 
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December 31, 2022, the unvested PRSU award amounts were as follows: for Dr. Miller, 78,000 shares; for Mr. Kiernan, 22,750 shares; for Dr. Devasahayam, 19,500 shares; for Dr. Porshnev, 19,500 shares; and for Ms. Wilkerson, 19,500 shares.
(f)
Awards made on March 17, 2022 included time-based restricted stock awards that are scheduled to vest one-third per year on each of the first, second and third anniversaries of the grant date. The total restricted stock award amounts were as follows: for Dr. Miller, 42,000 shares; for Mr. Kiernan, 14,000 shares; for Dr. Devasahayam, 8,750 shares; for Dr. Porshnev, 8,750 shares; and for Ms. Wilkerson, 8,750 shares. Additional shares were granted in the form of PRSU awards. As of December 31, 2022, the unvested PRSU award amounts were as follows: for Dr. Miller, 78,000 shares; for Mr. Kiernan, 26,000 shares; for Dr. Devasahayam, 16,250 shares; for Dr. Porshnev, 16,250 shares; and for Ms. Wilkerson, 16,250 shares.
​
In all cases, the vesting of stock options and restricted stock is subject to the recipient’s continued employment. The grant dates for the awards shown above which were not vested as of December 31, 2022 are as follows:
​ ​ ​ ​ ​ ​
Option Awards
​ ​ ​
Stock Awards
​ ​
​ ​
Name
​ ​ ​
Number of Securities
Underlying Unexercised
Options (#) Unexercisable
​ ​ ​
Option
Exercise
Price ($)
​ ​ ​
Option
Grant
Date
​ ​ ​
Number of Shares
That Have Not
Vested (#)(1)
​ ​ ​
Restricted
Stock
Grant Date
​ ​
​ ​ W. Miller ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 10,000 ​ ​ ​ ​ ​ ​ 03/14/2019 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 89,320 ​ ​ ​ ​ ​ ​ 03/17/2020 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 106,000 ​ ​ ​ ​ ​ ​ 03/12/2021 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 120,000 ​ ​ ​ ​ ​ ​ 03/17/2022 ​ ​ ​
​ ​ J. Kiernan ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,040 ​ ​ ​ ​ ​ ​ 03/14/2019 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,800 ​ ​ ​ ​ ​ ​ 01/02/2020 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 32,034 ​ ​ ​ ​ ​ ​ 03/17/2020 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 30,917 ​ ​ ​ ​ ​ ​ 03/12/2021 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 40,000 ​ ​ ​ ​ ​ ​ 03/17/2022 ​ ​ ​
​ ​ A. Devasahayam ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 3,800 ​ ​ ​ ​ ​ ​ 03/14/2019 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23,000 ​ ​ ​ ​ ​ ​ 03/17/2020 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 26,500 ​ ​ ​ ​ ​ ​ 03/12/2021 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 25,000 ​ ​ ​ ​ ​ ​ 03/17/2022 ​ ​ ​
​ ​ P. Porshnev ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,800 ​ ​ ​ ​ ​ ​ 03/14/2019 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 23,000 ​ ​ ​ ​ ​ ​ 03/17/2020 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 26,500 ​ ​ ​ ​ ​ ​ 03/12/2021 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 25,000 ​ ​ ​ ​ ​ ​ 03/17/2022 ​ ​ ​
​ ​ S. Wilkerson ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 22,223 ​ ​ ​ ​ ​ ​ 05/01/2020 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 26,500 ​ ​ ​ ​ ​ ​ 03/12/2021 ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 25,000 ​ ​ ​ ​ ​ ​ 03/17/2022 ​ ​ ​
​
(1)
Includes awards of both restricted stock with time-based vesting and PRSUs.
​
 
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Options Exercises and Stock Vested During 2022
The following table sets forth certain information concerning the exercise of stock options and the vesting of shares of restricted stock during 2022 for each of the NEOs.
​ ​
Name
​ ​ ​
Option Awards
​ ​ ​
Stock Awards
​ ​
​
Number of
Shares
Acquired on
Exercise (#)(1)
​ ​ ​
Value Realized
on Exercise ($)
​ ​ ​
Number of
Shares
Acquired on
Vesting (#)(1)
​ ​ ​
Value Realized
on Vesting ($)
​ ​
​ ​ W. Miller ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 174,152 ​ ​ ​ ​ ​ ​ 4,902,034 ​ ​ ​
​ ​ J. Kiernan ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 25,599 ​ ​ ​ ​ ​ ​ 702,867 ​ ​ ​
​ ​ A. Devasahayam ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 21,218 ​ ​ ​ ​ ​ ​ 576,222 ​ ​ ​
​ ​ P. Porshnev ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 21,104 ​ ​ ​ ​ ​ ​ 580,604 ​ ​ ​
​ ​ S. Wilkerson ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ 25,722 ​ ​ ​ ​ ​ ​ 606,278 ​ ​ ​
​
(1)
Includes the following shares of stock surrendered to the Company and/or sold to satisfy tax withholding obligations due upon the exercise of options and/or the vesting of restricted stock:
​
​ ​
Name
​ ​ ​
Number of Shares Withheld and/or
Sold for Tax Withholding (#)
​ ​
​ ​ W. Miller ​ ​ ​ ​ ​ 88,950 ​ ​ ​
​ ​ J. Kiernan ​ ​ ​ ​ ​ 12,166 ​ ​ ​
​ ​ A. Devasahayam ​ ​ ​ ​ ​ 8,348 ​ ​ ​
​ ​ P. Porshnev ​ ​ ​ ​ ​ 7,838 ​ ​ ​
​ ​ S. Wilkerson ​ ​ ​ ​ ​ 9,022 ​ ​ ​
Equity Compensation Plan Information
The following table sets forth information regarding our common stock that may be issued under our equity compensation plans as of December 31, 2022.
​ ​ ​ ​ ​ ​
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants,
and rights
(A)
​ ​ ​
Weighted average
exercise price of
outstanding
options, warrants,
and rights(1)
(B)
​ ​ ​
Number of securities
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (A))
(C)
​ ​
​ ​
Equity compensation plans approved by security holders
​ ​ ​ ​ ​ 1,012,677 ​ ​ ​ ​ ​ $ 30.94 ​ ​ ​ ​ ​ ​ 5,771,298 ​ ​ ​
​ ​
Equity compensation plans not approved by security holders
​ ​ ​ ​ ​ 2,000 ​ ​ ​ ​ ​ $ 37.70 ​ ​ ​ ​ ​ ​ — ​ ​ ​
​ ​ Total ​ ​ ​ ​ ​ 1,014,677 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 5,771,298 ​ ​ ​
​
(1)
The calculation of the weighted average exercise price includes only stock options and does not include the outstanding restricted stock units which do not have an exercise price.
​
The Company maintains the 2019 Stock Incentive Plan (the “2019 Plan”) to provide for equity awards to employees, directors and consultants. In the past, the Company had maintained certain other stock option plans, including plans not approved by the Company’s security holders. No awards are available for future grant under such plans, although past awards under these plans may still be outstanding. A brief description of the plans follows.
 
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Plans Approved by Security Holders
The 2019 Plan originated as the “2010 Stock Incentive Plan” and was approved by the Board of Directors and by the Company’s stockholders in May 2010. This Plan, which was subsequently amended with Board and stockholder approval in 2013, 2016, 2019 (at which time the Plan was renamed the 2019 Stock Incentive Plan) and in 2022, provides for the issuance of up to 17,800,000 shares of common stock pursuant to stock options, restricted stock, restricted stock units, stock appreciation rights, and dividend equivalent rights (collectively, the “awards”). As of December 31, 2022, 175,030 option shares, 1,658,002 restricted stock awards, 212,667 restricted stock units, and 624,980 performance share units were outstanding under the 2019 Plan. The term of any award granted under the 2019 Plan shall be the term stated in the award agreement, provided, however, that the term of awards may not be longer than ten years (or five years in the case of an incentive stock option granted to any participant who owns stock representing more than 10% of the combined voting power of the Company or any parent or subsidiary of the Company), excluding any period for which the participant has elected to defer the receipt of the shares or cash issuable pursuant to the award and any deferral program the administrator of the 2019 Plan may establish in its discretion.
During 2016, the Company’s Board of Directors and stockholders approved the 2016 Employee Stock Purchase Plan, which was subsequently amended with Board and stockholder approval in 2019 and 2021 (the “ESPP Plan”). The Company is authorized to issue up to 2,250,000 shares under the 2016 ESPP Plan. Under the ESPP Plan, substantially all employees in the U.S. may purchase the Company’s common stock through payroll deductions at a price equal to 85% of the lower of the fair market value of the Company’s common stock at the beginning or end of each six-month Offer Period, as defined in the ESPP Plan, and subject to certain limits. The Company issued 208,140 shares under the ESPP Plan in 2022.
Plans Not Approved by Security Holders
In connection with the Company’s acquisition of Synos Technology, Inc. on October 1, 2013, the Board of Directors granted equity awards to 52 former Synos employees. The equity awards were granted under the Company’s 2013 Inducement Stock Incentive Plan (the “Inducement Plan”), which the Board of Directors adopted to facilitate the granting of equity awards as an inducement to these employees to commence employment with Veeco. The Company issued 124,500 stock option shares and 87,000 restricted stock units under the Inducement Plan. Stock options under the Inducement Plan vest over a three-year period and have a 10-year term, and restricted stock units under this plan vest over a two or four-year period. On December 31, 2013, the Inducement Plan was merged into the 2019 Plan and is considered an inactive plan with no further shares available for grant. As of December 31, 2022, there were 2,000 option shares and no restricted stock units outstanding under the Inducement Plan.
Potential Payments Upon Termination or Change in Control
The Company has entered into letter agreements with each of the NEOs addressing the terms of their employment with Veeco. These letter agreements were executed on the following dates: (i) for Dr. Miller, on August 29, 2018; (ii) for Mr. Kiernan, on January 21, 2004, with amendments thereto dated June 9, 2006, December 29, 2008 and January 1, 2020; (iii) for Dr. Devasahayam, on March 20, 2019; (iv) for Dr. Porshnev, on August 4, 2017; and (v) for Ms. Wilkerson, on March 9, 2020.
Miller and Kiernan Agreements.
The agreements for Dr. Miller and Mr. Kiernan provide for the payment of severance and certain other benefits in the event: (i) the executive’s employment is terminated by Veeco without “cause”; or (ii) the executive resigns for “good reason”. “Cause” is defined in the agreements for Dr. Miller and Mr. Kiernan as specified instances of serious misconduct. “Good reason” is defined for Dr. Miller as (a) a significant reduction in base salary (except for a reduction program affecting similarly situated employees); (b) a significant reduction in the total benefits available under incentives or other benefit plans (except for a reduction program affecting similarly situated employees); (c) a relocation of principal place of work by more than 50 miles; or (d) a diminution in position, title, responsibilities, authority or reporting responsibilities, or involuntarily ceasing to be a member of the Board. For Mr. Kiernan, “good reason” is defined as a significant reduction in base salary (except for a reduction program affecting similarly situated employees).
 
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Under Dr. Miller’s agreement, in the event of a specified termination described above, Dr. Miller will be entitled to severance pay in an amount equal to 24 months of base salary and he will be entitled to a payment equal to his target bonus for the year of termination, pro-rated for the period of his service during such year. In addition, upon any such termination: (i) any outstanding equity shall vest immediately except for PRSU awards, which shall vest after first being earned; and (ii) Dr. Miller will have 24 months to exercise options to purchase Veeco common stock which are or become vested and are held by Dr. Miller at the time of such termination (or until the end of the original term of the options, if earlier). In addition, if Dr. Miller elects to continue healthcare coverage under COBRA, his contributions for a period of up to 18 months will be at the same Company-subsidized rates which Dr. Miller would have paid had his employment not been terminated.
Under Mr. Kiernan’s agreement, in the event of a specified termination described above, Mr. Kiernan will be entitled to severance pay in an amount equal to 18 months of base salary. In addition, upon any such termination, (i) any outstanding equity shall vest immediately except for PRSU awards, which shall vest after first being earned; and (ii) Mr. Kiernan will have 12 months to exercise options to purchase Veeco common stock which are or become vested and are held by Mr. Kiernan at the time of such termination (or until the end of the original term of the options, if earlier). If such termination occurs within 12 months of a change of control, the vesting of any options which are held by Mr. Kiernan at the time of such termination will be accelerated.
Devasahayam, Porshnev and Wilkerson Agreements.
Severance pay and related benefits for Drs. Devasahayam and Porshnev and for Ms. Wilkerson are governed by the terms of the Company’s Severance Benefits Policy effective May 1, 2009. Under the terms of the Severance Benefits Policy, an executive is eligible for benefits if, among other requirements, his or her employment is involuntarily terminated by the Company for one of the following reasons:
(i)
due to a change in operations, a facility relocation or closing, or a reduction in staff for other economic reasons, and the executive does not refuse or otherwise fail to accept another position which may be available with the Company; or
​
(ii)
as a result of a sale or merger of all or part of the Company’s business or assets, or other form of corporate reorganization, including an outsourcing of the executive’s position, and the executive is not offered a position by the acquiring or resulting company.
​
Benefits payable under the Severance Benefits Policy are calculated based on the executive’s years of service with Veeco and pay at the time of termination (as such terms are defined and described in the Severance Benefits Policy). In the event of a qualifying termination under the Severance Benefits Policy, Drs. Devasahayam and Porshnev and Ms. Wilkerson will be entitled to receive:
(a)
“primary” severance pay calculated at a rate of one (1) week of severance pay plus an additional one (1) week of severance pay for each completed full year of service, with a minimum of two (2) weeks and a maximum of twenty-six (26) weeks of primary severance pay;
​
(b)
an additional twenty-eight (28) weeks of severance pay, supplementing the primary severance pay, up to a maximum of thirty-nine (39) weeks of total severance pay; and
​
(c)
for the number of weeks of severance payments above, if the executive is enrolled in the Company’s healthcare plans at the time of termination and elects to continue coverage in accordance with the continuation of benefits requirements of COBRA, the executive’s contribution amount will be the normal employee contribution rate. Thereafter, the executive’s contribution amount will be the full COBRA rate.
​
For all of the NEOs, the receipt of severance payments and other benefits is conditioned on the Company’s receipt of a general release of claims satisfactory to the Company. In addition, the NEO letter agreements and policy documents, as applicable, contain provisions intended to ensure that payments comply with Section 409A of the Internal Revenue Code of 1986, as amended. Such provisions may have the effect of delaying or accelerating certain payments under the letter agreements and policy documents. The description herein of the NEO letter agreements and of the Severance Benefits Policy is a summary only.
 
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TABLE OF CONTENTS
 
These descriptions are qualified in their entireties by reference to the full text of these documents, which have been filed previously with the SEC.
Change in Control Policy.   Veeco adopted a Senior Executive Change in Control Policy (the “CIC Policy”) in 2008, which was amended and restated as of January 1, 2014. The CIC Policy provides certain severance and other benefits to designated senior executives in the event of a change in control of Veeco. The CIC Policy was implemented to ensure that the executives to whom the CIC Policy applies remain available to discharge their duties in light of a proposed or actual transaction involving a change in control that, if consummated, might result in a loss of such executive’s position with the Company or the surviving entity. The CIC Policy was not adopted or amended with any particular change in control in mind. The CIC Policy applies to designated senior executives of Veeco (“Eligible Employees”), including the NEOs. Benefits under the CIC Policy are intended to supplement, but not duplicate, benefits to which the covered executive may be entitled under the letter agreements and policies described above. The description of the CIC Policy herein is a summary only. It is qualified in its entirety by reference to the full text of the CIC Policy, which has been filed previously with the SEC. The principal terms of the CIC Policy are:
(a)
Upon the consummation of a change in control (as defined in the CIC Policy), any outstanding stock options then held by the Eligible Employee shall remain exercisable until the earlier of (x) 12 months following the date of termination of the employee’s employment and (y) the expiration of the original term of such options.
​
(b)
If an Eligible Employee’s employment shall be terminated by the Company without Cause (as defined in the CIC Policy), or by the Eligible Employee for Good Reason (as defined in the CIC Policy), during the period commencing three months prior to, and ending 18 months following, a Change in Control:
​
(i)
The Company shall pay to the Eligible Employee in a lump sum an amount equal to the sum of (A) his or her then-current annual base salary and (B) the target bonus payable to the Eligible Employee pursuant to the Company’s performance-based compensation bonus plan with respect to the fiscal year ending immediately prior to the date of termination, multiplied by 2, in the case of Dr. Miller, and 1.5, in the case of Mr. Kiernan, Drs. Devasahayam and Porshnev, and Ms. Wilkerson;
​
(ii)
The vesting of equity awards granted after January 1, 2014 will be accelerated and any outstanding stock options then held by the Eligible Employee shall remain exercisable until the earlier of (x) 12 months following the date of termination of the employee’s employment and (y) the expiration of the original term of such options;
​
(iii)
The Company shall continue to provide the Eligible Employee with all health and welfare benefits which he or she was participating in or receiving as of the date of termination until the 18-month anniversary of the date of termination; and
​
(iv)
The Company shall pay to the Eligible Employee a pro-rated amount of the Eligible Employee’s bonus for the fiscal year in which the date of termination occurs.
​
Payment of the benefits described above is conditioned on the Eligible Employee’s release of claims against the Company and on acceptance of non-competition and non-solicitation provisions applicable during the 18-month period following termination of executive’s employment.
The following table shows the estimated, incremental amounts that would have been payable to the NEOs upon the occurrence of the indicated event, had the applicable event occurred on December 31, 2022. These amounts would be in addition to the compensation and benefit entitlements described above that are not contingent upon a termination or change in control. The amounts attributable to the accelerated vesting of stock options, restricted shares and restricted stock units are based upon the fair market value of the Company’s common stock on December 31, 2022, which was $18.58 per share. The actual compensation and benefits the executive would receive at any subsequent date would likely vary from the amounts set forth below as a result of certain factors, such as a change in the price of the Company’s common stock and any additional benefits the officer may have accrued as of that time under applicable benefit or compensation plans.
 
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​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Stock Options
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​
Name
​ ​ ​
Event
​ ​ ​
Salary &
Other
Continuing
Payments
($)(1)
​ ​ ​
Accelerated
Vesting of
Stock
Options
($)
​ ​ ​
Extension of
Post-
Termination
Exercise
Period
($)(2)
​ ​ ​
Accelerated
Vesting of
Stock
Awards
($)(3)
​ ​ ​
Total
($)
​ ​
​ ​
W. Miller
​ ​ ​
Termination without
Cause or resignation
for Good Reason
​ ​ ​ ​ ​ 1,975,542 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 1,738,902 ​ ​ ​ ​ ​ ​ 3,714,444 ​ ​ ​
​ Termination without
Cause or resignation
for Good Reason
following a Change of
Control(4) 		​ ​ ​ ​ ​ 3,350,542 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 6,044,446 ​ ​ ​ ​ ​ ​ 9,394,987 ​ ​ ​
​ ​
J. Kiernan
​ ​ ​
Termination without
Cause or resignation
for Good Reason
​ ​ ​ ​ ​ 615,000 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 547,943 ​ ​ ​ ​ ​ ​ 1,162,943 ​ ​ ​
​ Termination without
Cause or resignation
for Good Reason
following a Change of
Control(4) 		​ ​ ​ ​ ​ 1,419,782 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 2,021,337 ​ ​ ​ ​ ​ ​ 3,441,118 ​ ​ ​
​ ​
A. Devasahayam
​ ​ ​
Qualifying Termination
under the Severance
Benefits Policy
​ ​ ​ ​ ​ 281,250 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 281,250 ​ ​ ​
​ Termination without
Cause or resignation
for Good Reason
following a Change of
Control(4) 		​ ​ ​ ​ ​ 1,125,000 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 1,454,814 ​ ​ ​ ​ ​ ​ 2,579,814 ​ ​ ​
​ ​
P. Porshnev
​ ​ ​
Qualifying Termination
under the Severance
Benefits Policy
​ ​ ​ ​ ​ 317,169 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 317,169 ​ ​ ​
​ Termination without
Cause or resignation
for Good Reason
following a Change of
Control(4) 		​ ​ ​ ​ ​ 1,266,032 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 1,436,234 ​ ​ ​ ​ ​ ​ 2,702,266 ​ ​ ​
​ ​
S. Wilkerson
​ ​ ​
Qualifying Termination
under the Severance
Benefits Policy
​ ​ ​ ​ ​ 245,934 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 245,934 ​ ​ ​
​ Termination without
Cause or resignation
for Good Reason
following a Change of
Control(4) 		​ ​ ​ ​ ​ 1,368,800 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 0 ​ ​ ​ ​ ​ ​ 1,369,773 ​ ​ ​ ​ ​ ​ 2,738,573 ​ ​ ​
​
(1)
Reflects salary continuation benefits and, where provided under the applicable letter agreement or policy, pro-rated bonus and COBRA subsidy. Pro-rated bonus amounts assume 12 months of bonus at 100% of target performance, given the assumed event date of December 31, 2022.
​
 
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(2)
Reflects the increase in value of the spread, or in-the-money value, as of the end of the extended exercise period provided under the applicable agreement, as compared to the value of the spread at December 31, 2022, of options to purchase Veeco common stock which were vested as of, or which would vest upon the occurrence of, the specified event, where provided under the applicable letter agreement or policy, and assuming that the price of Veeco common stock appreciates at a rate of 5% per annum (without compounding) from the closing price on December 31, 2022, which was $18.58 per share. Does not include the value of out-of-the-money options. Please refer to the Outstanding Equity Awards at Fiscal Year End table above for a listing of vested and unvested stock options held by the NEO as of December 31, 2022.
​
(3)
Reflects the value, as of December 31, 2022, of unvested stock awards (restricted stock and restricted stock units) which would vest upon the specified event where provided under the applicable letter agreement or policy. Assumes performance at 100% of target for any performance-based awards. Please refer to the Outstanding Equity Awards at Fiscal Year End table above for a listing of unvested stock awards held by the NEOs as of December 31, 2022.
​
(4)
As used in the CIC Policy, “Change in Control” is defined to mean the case where:
​
(i)
any person or group acquires more than 50% of the total fair market value or total voting power of the stock of the Company;
​
(ii)
any person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company;
​
(iii)
a majority of the members of Veeco’s Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of Veeco’s Board prior to the date of the appointment or election; or
​
(iv)
any person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) substantially all of the assets of the Company immediately prior to such acquisition or acquisitions. However, no Change in Control shall be deemed to occur under this subsection (iv) as a result of a transfer to:
​
(A)
A stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock;
​
(B)
An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company;
​
(C)
A person or group that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or
​
(D)
An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (C) above.
​
For equity awards, assumes termination occurs during the period commencing three months prior to, and ending 18 months following, the Change in Control.
Pay Ratio
We are providing the following information about the relationship of the total annual compensation of our employees and the total annual compensation of Dr. Miller, our CEO, as required. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K.
For 2022, our last completed fiscal year:
•
The median of the total annual compensation of all employees (other than the CEO) was $112,320.
​
•
The total annual compensation of the median employee was $109,850.
​
•
The total annual compensation of our CEO, as reported in the Summary Compensation Table above, was $5,914,884.
​
 
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Based on this information, for 2022 the ratio of the total annual compensation of our CEO to the total annual compensation of the median employee was 53.8 to 1.
The methodology and the material assumptions, adjustments, and estimates that we used to identify the median of the total annual compensation of all our employees, as well as to determine the total annual compensation of the “median employee,” were as follows:
1.
We determined that, as of October 1, 2022, our employee population consisted of approximately 1,212 individuals working at Veeco and its subsidiaries. 910 of these individuals (approximately 75%) are located in the United States, and 1,209 are full-time (or full-time equivalent) employees, with the remainder employed on a part-time (less than 30 hours per week) basis.
​
2.
To identify the “median employee” from our employee population, we considered the annual base salary paid to our employees as of October 1, 2022, as reflected in our payroll records, together with the target amounts of any bonuses for 2022 and the grant date fair market value of equity awards granted in 2022 to arrive at a consistently applied compensation measure. In making this determination, we annualized the compensation of all permanent employees included in the sample who were hired in 2022 but did not work for us or our subsidiaries for the entire fiscal year.
​
3.
Using this methodology, we determined that the “median employee” was an hourly employee located in our St. Paul, Minnesota office, with aggregate salary for the year ending December 31, 2022 and target bonus for 2022 in the aggregate amount of $112,320.
​
4.
With respect to the total annual compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2022 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in total annual compensation of $109,850.
​
5.
With respect to the total annual compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report on Form 10-K for the year ended December 31, 2022.
​
Pay Versus Performance
As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed calendar years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table in previous years since the required valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Table and the adjusted values required in this section for calendar years 2020, 2021 and 2022.
​ ​
Year
​ ​ ​
Summary
Compensation
Table (SCT)
Total for PEO
($)(1)
​ ​ ​
Compensation
Actually Paid
to PEO
($)(1)(3)
​ ​ ​
Average SCT
Total for
Non-PEO
NEOs
($)(2)
​ ​ ​
Average
Compensation
Actually Paid to
Non-PEO
NEOs
($)(2)(3)
​ ​ ​
Value of Initial
Fixed $100
Investment based on:
​ ​ ​
Net Income
($ thousands)
​ ​ ​
Adjusted
Operating
Income
($ thousands)
​ ​
​
Company
TSR(4)
​ ​ ​
Peer Group
TSR(4)
​ ​
​ ​ 2022 ​ ​ ​ ​ ​ 5,914,884 ​ ​ ​ ​ ​ ​ 894,752 ​ ​ ​ ​ ​ ​ 1,769,683 ​ ​ ​ ​ ​ ​ 409,560 ​ ​ ​ ​ ​ ​ 126.48 ​ ​ ​ ​ ​ ​ 36.09 ​ ​ ​ ​ ​ ​ 166,942 ​ ​ ​ ​ ​ ​ 116.6 ​ ​ ​
​ ​ 2021 ​ ​ ​ ​ ​ 4,526,501 ​ ​ ​ ​ ​ ​ 13,102,240 ​ ​ ​ ​ ​ ​ 1,514,852 ​ ​ ​ ​ ​ ​ 2,755,988 ​ ​ ​ ​ ​ ​ 193.81 ​ ​ ​ ​ ​ ​ 81.82 ​ ​ ​ ​ ​ ​ 26,038 ​ ​ ​ ​ ​ ​ 104.3 ​ ​ ​
​ ​ 2020 ​ ​ ​ ​ ​ 2,610,509 ​ ​ ​ ​ ​ ​ 5,331,974 ​ ​ ​ ​ ​ ​ 1,138,308 ​ ​ ​ ​ ​ ​ 1,483,327 ​ ​ ​ ​ ​ ​ 118.18 ​ ​ ​ ​ ​ ​ 132.76 ​ ​ ​ ​ ​ ​ (8,391) ​ ​ ​ ​ ​ ​ 66.9 ​ ​ ​
​
(1)
The PEO (principal executive officer) for each year presented was identified as Dr. Miller, the Company’s CEO.
​
(2)
The Non-PEO NEOs for each year presented were identified as Mr. Kiernan, Drs. Devasahayam and Porshnev, and Ms. Wilkerson.
​
 
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(3)
A reconciliation of Total Compensation per the Summary Compensation Table to Compensation Actually Paid is as follows:
​
​ ​ ​ ​ ​ ​
2022
​ ​ ​
2021
​ ​ ​
2020
​ ​
​ ​ ​ ​ ​ ​
PEO
($)
​ ​ ​
Average for
Non-PEO
NEOs
($)
​ ​ ​
PEO
($)
​ ​ ​
Average for
Non-PEO
NEOs
($)
​ ​ ​
PEO
($)
​ ​ ​
Average for
Non-PEO
NEOs
($)
​ ​
​ ​
Total Compensation from
SCT
​ ​ ​ ​ ​ 5,914,884 ​ ​ ​ ​ ​ ​ 1,769,683 ​ ​ ​ ​ ​ ​ 4,526,501 ​ ​ ​ ​ ​ ​ 1,514,852 ​ ​ ​ ​ ​ ​ 2,610,509 ​ ​ ​ ​ ​ ​ 1,138,308 ​ ​ ​
​ ​
Deduct: Amounts
Reported Under “Stock
Awards” and “Option
Awards” columns in
SCT
​ ​ ​ ​ ​ (4,741,020) ​ ​ ​ ​ ​ ​ (1,135,870) ​ ​ ​ ​ ​ ​ (3,122,580) ​ ​ ​ ​ ​ ​ (813,172) ​ ​ ​ ​ ​ ​ (1,121,618) ​ ​ ​ ​ ​ ​ (460,253) ​ ​ ​
​ ​
Add: Year-end value of equity awards granted in covered year that were outstanding and unvested as of the end of the covered fiscal year(a)(b)
​ ​ ​ ​ ​ 2,517,420 ​ ​ ​ ​ ​ ​ 603,132 ​ ​ ​ ​ ​ ​ 4,362,540 ​ ​ ​ ​ ​ ​ 1,136,078 ​ ​ ​ ​ ​ ​ 2,140,579 ​ ​ ​ ​ ​ ​ 780,839 ​ ​ ​
​ ​
Add: The amount of
change in fair values as
of year-end (from end
of the prior year) of
awards granted in
prior years
and outstanding at
year-end(a)(b)
​ ​ ​ ​ ​ (2,779,460) ​ ​ ​ ​ ​ ​ (737,886) ​ ​ ​ ​ ​ ​ 4,456,145 ​ ​ ​ ​ ​ ​ 828,795 ​ ​ ​ ​ ​ ​ 1,868,289 ​ ​ ​ ​ ​ ​ 56,706 ​ ​ ​
​ ​
Add: The amount of
change in fair values as
of the vesting date
(from end of the prior
year) of awards granted
in any prior fiscal year
for which vesting
conditions were
satisfied during the
covered fiscal year(a)(b)
​ ​ ​ ​ ​ (17,073) ​ ​ ​ ​ ​ ​ (89,499) ​ ​ ​ ​ ​ ​ 2,879,634 ​ ​ ​ ​ ​ ​ 89,435 ​ ​ ​ ​ ​ ​ (165,785) ​ ​ ​ ​ ​ ​ (32,272) ​ ​ ​
​ ​
Compensation Actually
Paid
​ ​ ​ ​ ​ 894,752 ​ ​ ​ ​ ​ ​ 409,560 ​ ​ ​ ​ ​ ​ 13,102,240 ​ ​ ​ ​ ​ ​ 2,755,988 ​ ​ ​ ​ ​ ​ 5,331,974 ​ ​ ​ ​ ​ ​ 1,483,327 ​ ​ ​
​
(a)
Each NEO received time-based restricted stock awards in each of the periods presented. The fair value of time-based restricted stock awards is dependent on the Company’s stock price. The Company’s closing stock price as of the dates listed are as follows:
​
​ ​
Date
​ ​ ​
Stock Price
​ ​
​ ​ 12/31/2019 ​ ​ ​ ​ $ 14.69 ​ ​ ​
​ ​ 12/31/2020 ​ ​ ​ ​ $ 17.36 ​ ​ ​
​ ​ 12/31/2021 ​ ​ ​ ​ $ 28.47 ​ ​ ​
​ ​ 12/31/2022 ​ ​ ​ ​ $ 18.58 ​ ​ ​
 
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(b)
Our NEOs received PRSUs during each of the periods presented, that are subject to the achievement of designated performance criteria, based on three-year total shareholder return. These PRSUs are valued based upon the Monte Carlo simulation method. Please see below for the per share fair value as of each respective date:
​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Per Share Fair Value at…
​ ​ ​
​ ​ ​ ​
Award
​ ​ ​
Grant Date
​ ​ ​
Grant Date
​ ​ ​
12/31/2019
​ ​ ​
12/31/2020
​ ​ ​
12/31/2021
​ ​ ​
12/31/2022
​ ​ ​
​ ​ ​ 2018PRSU(c) ​ ​ ​ ​ ​ ​ 10/1/2018 ​ ​ ​ ​ ​ $ 15.58 ​ ​ ​ ​ ​ $ 25.01 ​ ​ ​ ​ ​ $ 31.99 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ 2019PRSU(d) ​ ​ ​ ​ ​ ​ 3/14/2019 ​ ​ ​ ​ ​ $ 14.46 ​ ​ ​ ​ ​ $ 20.36 ​ ​ ​ ​ ​ $ 24.81 ​ ​ ​ ​ ​ $ 56.29 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ 2020PRSU(d) ​ ​ ​ ​ ​ ​ 3/17/2020 ​ ​ ​ ​ ​ $ 10.59 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 18.92 ​ ​ ​ ​ ​ $ 43.47 ​ ​ ​ ​ ​ $ 29.82 ​ ​ ​ ​
​ ​ ​ 2021PRSU(e) ​ ​ ​ ​ ​ ​ 3/12/2021 ​ ​ ​ ​ ​ $ 27.81 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 40.60 ​ ​ ​ ​ ​ $ 24.76 ​ ​ ​ ​
​ ​ ​ 2022PRSU(e) ​ ​ ​ ​ ​ ​ 3/17/2022 ​ ​ ​ ​ ​ $ 45.28 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ 22.27 ​ ​ ​ ​
​
(c)
Granted to Dr. Miller only.
​
(d)
Granted to Drs. Miller, Devasahayam, and Porshnev, and Mr. Kiernan.
​
(e)
Granted to Drs. Miller, Devasahayam, and Porshnev, Mr. Kiernan, and Ms. Wilkerson.
​
(4)
The values disclosed in this TSR column represent the measurement period value of an investment of $100 in respective stock or index as of December 31, 2019, and then valued again on each of December 31, 2020, 2021, and 2022.
​
Relationship between Pay, TSR, Net Income, and Adjusted Operating Income
The graph below reflects the relationships between the PEO and Average Non-PEO NEO Compensation Actually Paid (“CAP”), and the Company’s cumulative indexed Total Shareholder Return, or TSR (assuming an initial fixed investment of $100), and our Peer Group TSR (assuming an initial fixed investment of $100), for the fiscal years ended December 31, 2020, 2021, and 2022:
[MISSING IMAGE: lc_ceoneopay-4clr.jpg]
 
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The graph below reflects the relationships between the PEO and Average Non-PEO NEO Compensation Actually Paid (“CAP”) and the Company’s reported GAAP Net Income and Adjusted Operating Income for the fiscal years ended December 31, 2020, 2021, and 2022:
[MISSING IMAGE: lc_relatpaynetin-4clr.jpg]
The Company’s most important performance measures for each of the PEO and non-PEO NEOs is discussed under the 2022 Management Bonus Plan (the “2022 Plan”) subsection of the Compensation Discussion and Analysis section of this proxy. As more fully described in this subsection, the 2022 Plan was based on the financial performance of the Company as measured by Adjusted Operating Income. This financial metric was selected because it closely aligns operating performance with earnings per share, a key driver of shareholder value. Under the 2022 Plan, 25% of each participant’s bonus was based on individual performance which, for each of the PEO and non-PEO NEOs, factored financial goals incorporating revenue, gross margin, bookings and expenses.
 
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AUDIT MATTERS
Audit Committee Report
The Audit Committee is responsible for providing independent, objective oversight of the Company’s auditing, accounting, financial reporting process, system of internal controls, and legal and ethical compliance on behalf of the Board of Directors. The Audit Committee operates under a charter adopted by the Board, a copy of which is available on Veeco’s website (www.veeco.com). Management has primary responsibility for the financial statements and the reporting process including the system of internal control over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed the audited financial statements included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and the quarterly financial statements for 2022 with management, including the specific disclosures in the section entitled “Management Discussion and Analysis of Financial Condition and Results of Operations.” The review with management 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.
The Audit Committee reviewed with the independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of those audited financial statements with U.S. generally accepted accounting principles, their judgment as to the quality, and not just the acceptability, of the Company’s accounting principles and any such other matters as are required to be discussed with the Audit Committee by Public Company Accounting Oversight Board (“PCAOB”) Auditing Standard 1301 (“AS 1301”), Communications with Audit Committees, and PCAOB Auditing Standard No. 2201, An Audit of Internal Control Over Financial Reporting That is Integrated With an Audit of Financial Statements. In addition, the Audit Committee has discussed with the independent registered public accounting firm (i) the auditors’ independence from management and the Company, including the matters in the written disclosures and the letter from the independent auditors required by applicable PCAOB requirements regarding the independent accountant’s communications with the Audit Committee, and (ii) the matters required to be discussed by the applicable requirements of the PCAOB. The Audit Committee, having considered the compatibility of non-audit services with the auditors’ independence, satisfied itself as to the independence of the independent registered public accounting firm.
During 2022, management evaluated the Company’s system of internal control over financial reporting in accordance with the requirements set forth in Section 404 of the Sarbanes-Oxley Act of 2002 and related regulations. The Audit Committee was kept apprised of the progress of the evaluation and provided oversight and advice to management during the process. In connection with this oversight, the Audit Committee received periodic updates provided by management and the independent registered public accounting firm at each regularly scheduled Audit Committee meeting. At the conclusion of the process, management provided the Audit Committee with a report on the effectiveness of the Company’s internal control over financial reporting. The Audit Committee also reviewed the report of management contained in the Company’s 2022 Annual Report on Form 10-K, as well as the Reports of Independent Registered Public Accounting Firm (included in the 2022 Annual Report on Form 10-K). These reports relate to the independent registered public accounting firm’s audit of (i) the consolidated financial statements and (ii) the effectiveness of internal controls over financial reporting. The Audit Committee continues to oversee the Company’s efforts related to its internal control over financial reporting and management’s preparations for the evaluations in 2023.
The Audit Committee discussed the overall scope and plans for their respective audits with the Company’s internal auditors and independent registered public accounting firm. The Audit Committee meets with the internal auditors and independent registered public accounting firm with and without management present, to discuss the results of their examinations, their evaluations of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting. The Audit Committee held five meetings during 2022.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors (and the Board approved) that the audited financial statements be included in the 2022
 
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Annual Report on Form 10-K for filing with the SEC. The Audit Committee and the Board have also recommended, subject to stockholder approval, the selection of the Company’s independent registered public accounting firm.
Kathleen A. Bayless (Chair)
Keith D. Jackson
Mary Jane Raymond
Peter J. Simone
Independent Auditor Fees and Other Matters
Based on the recommendation of the Audit Committee, the Board of Directors has appointed KPMG LLP (“KPMG”), an independent registered public accounting firm, to examine the financial statements of Veeco for the year ending December 31, 2023.
The table below sets forth the aggregate amount of fees (including out-of-pocket expenses) billed for professional services rendered by KPMG to the Company and its subsidiaries for the calendar years 2022 and 2021.
​ ​ ​ ​ ​ ​
For the
Year Ended
December 31, 2022
(in thousands)
​ ​ ​
For the
Year Ended
December 31, 2021
(in thousands)
​ ​
​ ​ Audit Fees(1) ​ ​ ​ ​ $ 2,158 ​ ​ ​ ​ ​ $ 1,873 ​ ​ ​
​ ​ Audit-related Fees ​ ​ ​ ​ ​ — ​ ​ ​ ​ ​ ​ — ​ ​ ​
​ ​ Tax Fees(2) ​ ​ ​ ​ ​ 263 ​ ​ ​ ​ ​ ​ 123 ​ ​ ​
​ ​ Total ​ ​ ​ ​ $ 2,421 ​ ​ ​ ​ ​ $ 1,966 ​ ​ ​
​
(1)
Reflects charges for the audits of annual financial statements and internal control over financial reporting, review of quarterly financial statements and services that are normally provided in connection with statutory and regulatory filings or engagements.
​
(2)
Reflects the aggregate fees billed for professional services rendered for worldwide tax compliance, tax advice and tax planning.
​
The Audit Committee considered and determined that the provision of the services provided by KPMG as set forth herein did not compromise, and is compatible with maintaining, KPMG’s independence.
The Audit Committee annually evaluates the performance of the Company’s independent registered public accounting firm, including the senior audit engagement team, and determines whether to reengage the current accounting firm or consider other audit firms. Factors considered by the Audit Committee in deciding whether to retain KPMG include: (i) KPMG’s global capabilities to handle the breadth and complexity of the Company’s global operations; (ii) KPMG’s technical expertise and knowledge of the Company’s industry and global operations; (iii) the quality and candor of KPMG’s communications with the Audit Committee and management; (iv) KPMG’s independence; (v) the quality and efficiency of the services provided by KPMG, including input from management on KPMG’s performance and how effectively KPMG demonstrated its independent judgment, objectivity and professional skepticism; and (vi) the appropriateness of KPMG’s fees.
Pre-approval Policies and Procedures
The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm. The services include audit services, audit-related services, and tax services and may include, to a very limited extent, specifically designated non-audit services which, in the opinion of the Audit Committee, will not impair the independence of the independent registered public accounting firm. Unless the specific service has been previously pre-approved with respect to that year, the Audit Committee must approve the permitted service before the independent registered public accounting firm is engaged to perform it. The Audit Committee has delegated to the Chairman of the Audit Committee authority to approve permitted services provided that the Chairman will report any decisions to the Audit
 
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Committee at its next scheduled meeting. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. In addition, the Audit Committee may, as required, pre-approve particular services on a case-by-case basis.
All of the KPMG fees for 2022 were pre-approved by the Audit Committee.
Certain Relationships and Related Transactions
The Company’s Audit Committee charter provides that the Audit Committee, or one or more of its members, has the authority and responsibility to review and, if appropriate, approve all proposed related party transactions. For purposes of the Audit Committee’s review, a “related party transaction” is a transaction, arrangement or relationship between the Company and any Related Party (defined below) where the aggregate amount will or may be expected to exceed $120,000 and any Related Party had, has or will have a direct or indirect material interest (as such terms are used in Item 404 of Regulation S-K under the Exchange Act). A “Related Party” is: (i) any director, nominee for director or executive officer (as such term is used in Section 16 of the Exchange Act) of the Company; (ii) any immediate family member (as defined in Item 404 of Regulation S-K) of a director, nominee for director or executive officer of the Company; (iii) any person (including any “group” as such term is used in Section 13(d) of the Exchange Act) who is known to the Company as a beneficial owner of more than 5% of the Company’s voting common stock (a “significant stockholder”); or (iv) any immediate family member of a significant stockholder.
When reviewing a related party transaction, the Audit Committee will take into consideration all of the relevant facts and circumstances available to it, including (if applicable) but not limited to:
•
the material terms and conditions of the transaction or transactions;
​
•
the Related Party’s relationship to the Company;
​
•
the Related Party’s interest in the transaction, including his, her or its position or relationship with, or ownership of, any entity that is a party to or has an interest in the transaction;
​
•
the approximate dollar value of the transaction;
​
•
the availability from other sources of comparable products or services; and
​
•
an assessment of whether the transaction is on terms that are comparable to the terms available to the Company from an unrelated third party.
​
During 2022, the Company did not engage in any related party transactions.
 
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VOTING PROPOSALS
PROPOSAL 1:   ELECTION OF DIRECTORS
Veeco’s Certificate of Incorporation provides for a Board of Directors elected by the stockholders which is divided into three classes of Directors serving staggered terms. The Board of Directors is currently comprised of ten members. The Class II Directors will stand for election in 2023, but Mr. Simone will retire from the Veeco Board and will not stand for election in 2023.
Based on the recommendation of the Governance Committee, the Board of Directors has nominated the following Directors for election to the classes noted below:
​ ​
Name
​ ​ ​
Nominated for
Election to:
​ ​ ​
For a Term Expiring
at the Annual Meeting
of Stockholders in:
​ ​
​ ​ Kathleen A. Bayless ​ ​ ​
Class II
​ ​ ​ ​ ​ 2026 ​ ​ ​
​ ​ Gordon Hunter ​ ​ ​
Class II
​ ​ ​ ​ ​ 2026 ​ ​ ​
​ ​ Lena Nicolaides, Ph.D. ​ ​ ​
Class II
​ ​ ​ ​ ​ 2026 ​ ​ ​
The following Directors will continue in their current positions for the term specified:
​ ​
Name
​ ​ ​
Continuing in:
​ ​ ​
Term Expires at
the Annual Meeting of
Stockholders in:
​ ​
​ ​ Richard A. D’Amore ​ ​ ​
Class III
​ ​ ​ ​ ​ 2024 ​ ​ ​
​ ​ Keith D. Jackson ​ ​ ​
Class III
​ ​ ​ ​ ​ 2024 ​ ​ ​
​ ​ Mary Jane Raymond ​ ​ ​
Class III
​ ​ ​ ​ ​ 2024 ​ ​ ​
​ ​ Sujeet Chand, Ph.D. ​ ​ ​
Class I
​ ​ ​ ​ ​ 2025 ​ ​ ​
​ ​ William J. Miller, Ph.D. ​ ​ ​
Class I
​ ​ ​ ​ ​ 2025 ​ ​ ​
​ ​ Thomas St. Dennis ​ ​ ​
Class I
​ ​ ​ ​ ​ 2025 ​ ​ ​
The Company does not anticipate that the nominees for Director will be unable to serve, but if such a situation should arise, it is the intention of the persons named in the accompanying proxy to vote for the election of such other person or persons to fill the vacancy created thereby as the remaining members of the Board of Directors may recommend.
The Board of Directors recommends a vote “FOR” the approval of the Director nominees named above.
 
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Members of the Board
The Directors of Veeco, including their ages, the year they joined the Board, and their committee memberships as of March 23, 2023, are as follows:
​ ​ ​ ​ ​ ​ ​ ​ ​ ​
Director since
​ ​ ​ ​ ​ ​ ​
Committee Membership
​ ​
​ ​
Name
​ ​ ​
Age
​ ​ ​
Independent(1)
​ ​ ​
AC
​ ​ ​
CC
​ ​ ​
GC
​ ​
​ ​ Kathleen A. Bayless ​ ​ ​
66
​ ​ ​
2016
​ ​ ​
Yes
​ ​ ​
C/FE
​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ Sujeet Chand, Ph.D. ​ ​ ​
65
​ ​ ​
2021
​ ​ ​
Yes
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
M
​ ​
​ ​ Richard A. D’Amore ​ ​ ​
69
​ ​ ​
1990
​ ​ ​
Yes (Chair)
​ ​ ​ ​ ​ ​ ​
M
​ ​ ​ ​ ​ ​
​ ​ Gordon Hunter ​ ​ ​
71
​ ​ ​
2010
​ ​ ​
Yes
​ ​ ​ ​ ​ ​ ​
C
​ ​ ​
M
​ ​
​ ​ Keith D. Jackson ​ ​ ​
67
​ ​ ​
2012
​ ​ ​
Yes
​ ​ ​
M/FE
​ ​ ​ ​ ​ ​ ​
C
​ ​
​ ​ William J. Miller, Ph.D. ​ ​ ​
54
​ ​ ​
2018
​ ​ ​
No
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ Lena Nicolaides, Ph.D. ​ ​ ​
52
​ ​ ​
2022
​ ​ ​
Yes
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
M
​ ​
​ ​ Mary Jane Raymond ​ ​ ​
62
​ ​ ​
2019
​ ​ ​
Yes
​ ​ ​
M/FE
​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ Peter J. Simone ​ ​ ​
75
​ ​ ​
2004
​ ​ ​
Yes
​ ​ ​
M/FE
​ ​ ​ ​ ​ ​ ​
M
​ ​
​ ​ Thomas St. Dennis ​ ​ ​
69
​ ​ ​
2016
​ ​ ​
Yes
​ ​ ​ ​ ​ ​ ​
M
​ ​ ​ ​ ​ ​
​
(1)
Independence determined based on NASDAQ rules.
​
AC — Audit Committee
CC — Compensation Committee
GC — Governance Committee
C — Chairperson
M — Member
FE — Audit committee financial expert (as determined based on SEC rules)
[MISSING IMAGE: ph_kathleenbayless-4c.jpg]
 
Kathleen A. Bayless, currently retired, was Senior Vice President, CFO and Treasurer of Synaptics Incorporated, a leader in human interface technology, from 2009 until her retirement in 2015. Before Synaptics, Ms. Bayless served as Executive Vice President, CFO and Secretary at Komag Incorporated, a leading supplier of thin-film disks to the hard disk drive industry, and held other financial leadership positions during her tenure with Komag from 1994 to 2008. Ms. Bayless was previously with the public accounting firm of Ernst & Young for 15 years. Ms. Bayless currently serves on the Board of Ballard Power Systems, a developer and manufacturer of proton exchange membrane fuel cell products, and, within the past five years, on the Board of Energous Corporation, which specializes in the advancement of wireless charging technology.
Ms. Bayless has significant experience in the semiconductor industry and related fields, which has resulted in a broad understanding of the operational, financial and strategic issues facing companies operating in our space. Ms. Bayless has extensive management experience and is well versed on the various challenges and opportunities in our marketplace, offering a unique and valued perspective to the Board.
[MISSING IMAGE: ph_sujeetchand-4c.jpg]
 
Sujeet Chand, Ph.D., currently retired, served as Senior Vice President and Chief Technology Officer of Rockwell Automation from 2005 until his retirement in 2021. From 2001 to 2005, Dr. Chand served as Rockwell Automation’s Vice President, Control Systems. Prior to joining Rockwell Automation, Dr. Chand served as Chief Operating Officer for XAP Corporation from 1999 to 2001 and, from 1988 to 1999, Dr. Chand led research & development at Rockwell Scientific Company, a subsidiary of Rockwell International. Dr. Chand currently serves on the Boards of Proto Labs, Inc., a company specializing in the manufacture of 3D printed, CNC-machined, sheet metal, and injection-molded custom parts, and Flowserve Corporation, a supplier of industrial and environmental machinery.
Dr. Chand brings an exceptional technology background to Veeco’s Board, which includes more than thirty years of leadership experience. This experience, which includes close interactions and long-standing
​
 
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relationships with many companies in the semiconductor capital equipment space, makes Dr. Chand uniquely qualified to serve as a valued member of our Board.
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Richard A. D’Amore has been a General Partner of North Bridge Venture Partners, an early-stage venture capital and growth equity firm, since its inception in 1994. Prior to starting North Bridge, Mr. D’Amore served in various roles at Hambro International Equity Partners. Previously, Mr. D’Amore worked as a consultant at Bain and Company and as a certified public accountant with Arthur Young and Company. Mr. D’Amore also serves on the boards of Everbridge, Inc. and Pomona Investment Fund, and is currently the Chairman of the Board of Trustees of Northeastern University.
Mr. D’Amore brings a strong business background to Veeco, having worked in the venture capital field for over 30 years. Mr. D’Amore has substantial experience in overseeing the management of diverse organizations, having served as a board member on other public and private company boards. Mr. D’Amore has a broad understanding of the operational, financial and strategic issues facing public companies, and has developed an extensive knowledge of our business.
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Gordon Hunter has been Chairman of Littelfuse Inc., a global electronics company and provider of circuit protection products and solutions, since 2005. Mr. Hunter was Executive Chairman of Littelfuse from January 2017 to December 2017, President and CEO of Littelfuse from 2005 to December 2016, and COO of Littelfuse from 2003 to 2005. Mr. Hunter has been a director of Littelfuse since June 2002. Prior to joining Littelfuse, Mr. Hunter was Vice President of Intel Corporation and served as General Manager of Intel’s Optical Products Group. Prior to joining Intel, Mr. Hunter served as President of Elo TouchSystems, a worldwide leader in the manufacturing and sale of computer touch screens. Prior to Elo TouchSystems, Mr. Hunter served in a variety of positions during a 20 year career at Raychem Corporation, including Vice President of Commercial Electronics. In addition to his current Board service for Littelfuse, Mr. Hunter also served, within the past five years, on the Board of CTS Corporation, a designer and manufacturer of sensors, actuators and electronic components.
Mr. Hunter has substantial leadership and management experience, having served as the Chairman, President and CEO of Littelfuse and in various leadership roles at a number of other companies. He has a strong background and valuable experience in the technology industry, gained from his tenure at Littelfuse, Intel, Elo TouchSystems and Raychem. Mr. Hunter brings to the Board a broad understanding of the operational, financial and strategic issues facing both public and private companies.
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Keith D. Jackson served as President and Chief Executive Officer of ON Semiconductor Corporation, a leading supplier of semiconductor-based solutions, from November 2002 until his retirement in December 2020. Before joining ON Semiconductor, he was with Fairchild Semiconductor Corporation, serving as Executive Vice President and General Manager, Analog, Mixed Signal, and Configurable Products Groups beginning in 1998, and subsequently as head of its Integrated Circuits Group. From 1996 to 1998, he served as President and a member of the board of Tritech Microelectronics, a manufacturer of analog and mixed signal products. From 1986 to 1996, Mr. Jackson worked for National Semiconductor Corporation, culminating in the role of Vice President and General Manager of the Analog and Mixed Signal division. He held various positions at Texas Instruments Incorporated, including engineering and management positions, from 1973 to 1986. Mr. Jackson served on the board of the Semiconductor Industry Association (“SIA”) from 2008 to 2020, and was appointed as the 2020 SIA Chairman.
Mr. Jackson has over 30 years of semiconductor industry experience, including extensive international experience in product development, manufacturing, marketing and sales. Mr. Jackson is uniquely qualified
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to bring strategic insight and industry knowledge to the Board, having served in numerous management positions and as a director of other corporate boards in our industry.
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William J. Miller, Ph.D. has been CEO of Veeco and a Director since October 2018. Prior thereto, he served as President of Veeco beginning in January 2016, overseeing all of Veeco’s global business units. Dr. Miller was named Executive Vice President, Process Equipment in December 2011, and was Executive Vice President, Compound Semiconductor from July 2010 until December 2011. Dr. Miller was Senior Vice President and General Manager of Veeco’s MOCVD business from January 2009 to July 2010, and Vice President, General Manager of Veeco’s Data Storage equipment business from January 2006 to January 2009. He has held leadership positions of increasing responsibility in both the engineering and operations organizations since he joined Veeco in November 2002. Prior to joining Veeco, Dr. Miller held engineering and operations leadership positions at Advanced Energy Industries, Inc.
As our CEO and a senior executive officer with nearly 20 years of service with Veeco, Dr. Miller brings to the Board significant senior leadership, manufacturing and operations, industry, technical, and global experience, as well as a unique perspective of our company. As CEO, Dr. Miller is directly responsible for Veeco’s strategy and operations, including the development of Veeco’s business model and identifying emerging technologies, and plays a critical role in developing top talent at Veeco.
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Lena Nicolaides, Ph.D. is an internationally recognized senior level executive with over twenty years of experience in semiconductor capital equipment. Dr. Nicolaides has served as Senior Vice President and General Manager of a pattern inspection process control division for KLA Corporation since 2019, and as Vice President and General Manager of this division from 2015 to 2019. At KLA, Dr. Nicolaides has served in a range of executive leadership and general management roles, including roles in technology supply chain. Prior to joining KLA, Dr. Nicolaides served as Vice President of Marketing and Applications for Therma Wave, Inc., which was acquired by KLA in 2007. Dr. Nicolaides first joined Therma Wave in 2003, where she held roles of increasing responsibility. Dr. Nicolaides has thirty-eight issued US patents in semiconductor and related fields.
Dr. Nicolaides is a strategic thinker with a proven record of P&L management and achievement of profitable growth in the semiconductor industry. Dr. Nicolaides is a strong technology leader with exceptional business acumen, and she brings extensive technology, industry and leadership to the Veeco Board.
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Mary Jane Raymond has served as CFO of Coherent, Inc., formerly II-VI Incorporated, a leader in engineered materials and optoelectronic components, since joining II-VI in March 2014. Before II-VI, Ms. Raymond served as CFO for Hudson Global, a professional recruitment and talent management firm, from December 2005 to September 2013. Ms. Raymond worked for Dun & Bradstreet from April 2002 to December 2005, first as Corporate Controller and then as Chief Risk Officer. Prior thereto, Ms. Raymond worked for Lucent Technologies, a multinational telecommunications company, from June 1997 to April 2002, and for Cummins Engine Company, a manufacturer of engines, filtration, and power generation products, from July 1988 to June 1997, in each case in positions of increasing responsibility.
Ms. Raymond possesses significant financial, risk management and leadership skills, and brings to the Board considerable strategic, business development, mergers and acquisitions and financial experience relating to the ever-changing issues facing global technology corporations. As a result of her service as a senior executive of leading international corporations and her comprehensive understanding of complex business matters, Ms. Raymond is uniquely qualified to make significant contributions as a member of our Board.
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Peter J. Simone is a retired executive who currently serves as an independent consultant to several private companies and the investment community. From June 2001 to December 2002, Mr. Simone was Executive Chairman of SpeedFam-IPEC, Inc., a semiconductor equipment company which was acquired by Novellus Systems, Inc. From August 2000 to February 2001, Mr. Simone was President and a director of, and from January 2000 to August 2000 was a consultant to, Active Control eXperts, Inc., a supplier of precision motion control and smart structures technology. From April 1997 to January 2000, Mr. Simone served as President, CEO and a director of Xionics Document Technologies, Inc. Prior thereto, Mr. Simone spent 17 years with GCA Corporation, a manufacturer of semiconductor photolithography capital equipment, where he held various management positions, including President and director. During the past five years, Mr. Simone served as a director of Monotype Imaging, Inc., a company specializing in digital typesetting and typeface design for use with consumer electronics devices.
Mr. Simone has held numerous executive positions in the technology and semiconductor industries. Mr. Simone has also worked in the consulting field, advising private companies and the investment community. Mr. Simone has served on a number of public and private boards and his experiences have resulted in a broad understanding of the operational, financial and strategic issues facing public and private companies. He brings significant financial and operational management, as well as financial reporting, experience to the Board.
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Thomas St. Dennis is the non-executive Chairman of FormFactor, Inc., a leading provider of semiconductor wafer test technologies and expertise. Mr. St. Dennis served as FormFactor’s CEO from September 2010 to December 2014, as FormFactor’s Executive Chairman from January 2015 to February 2016, and as FormFactor’s non-executive Chairman since February 2016. Mr. St. Dennis held various positions at Applied Materials, Inc., a semiconductor equipment manufacturer, from 1992 to 1999 and again from 2005 to 2009. His most recent position at Applied Materials was Senior Vice President and General Manager of the Silicon Systems Group. From 1999 to 2003, Mr. St. Dennis was President and CEO of Wind River Systems, Inc., a provider of embedded system software, and from 2003 to 2005, Mr. St. Dennis was Executive Vice President of Sales and Marketing at Novellus Systems, Inc., a supplier of deposition, thermal processing and surface preparation equipment. In addition to serving on the board of FormFactor, Mr. St. Dennis serves on the board of Axcelis Technologies, Inc., a provider of equipment and services to the semiconductor manufacturing industry.
Mr. St. Dennis brings to the Board extensive experience in the semiconductor industry and international business, skills which make him an effective advisor to the Board, especially in matters involving strategic and marketing issues. Mr. St. Dennis has served on public and private boards, both domestic and international, which has resulted in a broad understanding of the operational, financial and strategic issues facing public and private companies. Mr. St. Dennis’ knowledge of our industry and his extensive management experience are important aspects of his service on the Board.
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PROPOSAL 2:   ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) enables our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules.
As described in detail in the “Compensation Discussion and Analysis” section above, our executive compensation programs are designed to attract, motivate and retain our named executive officers, who are critical to our success. Under these programs, our named executive officers are rewarded for the achievement of specific annual, long-term and strategic goals, corporate objectives and the realization of increased stockholder value. Please read the Compensation Discussion and Analysis section for additional details about our executive compensation programs, including information about the fiscal year 2022 compensation of our named executive officers.
We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2022 Summary Compensation Table and the other related tables and disclosures.”
The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of Directors. Our Board of Directors and our Compensation Committee value the opinions of our stockholders and, to the extent there is any significant vote against the named executive officer compensation as disclosed in the proxy statement, we will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.
The Board of Directors recommends a vote “FOR” the approval of the compensation of our named executive officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.
 
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PROPOSAL 3:   ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY VOTE ON EXECUTIVE COMPENSATION
The Dodd-Frank Act also enables our stockholders to indicate how frequently we should seek an advisory vote on the compensation of our named executive officers, as disclosed pursuant to the SEC’s compensation disclosure rules, such as set forth in Proposal 2 above. By voting on this Proposal 3, stockholders may indicate whether they would prefer an advisory vote on named executive officer compensation once every one, two, or three years.
Our Board of Directors has determined that an advisory vote on executive compensation that occurs once every year is the most appropriate alternative for Veeco, and therefore our Board recommends that you vote for a one-year interval for the advisory vote on executive compensation. Once every year is the frequency which received the most votes from stockholders in the prior vote on this topic at the Company’s 2017 annual meeting of stockholders and this is the frequency which the Company has followed since that time.
You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or you may abstain from voting when you vote in response to the resolution set forth below.
“RESOLVED, that the option of once every one year, two years, or three years which receives the highest number of votes cast for this resolution will be determined to be the preferred frequency with which the Company is to hold a stockholder vote to approve the compensation of executive officers, as disclosed pursuant to the Securities and Exchange Commission’s compensation disclosure rules (which disclosure shall include the Compensation Discussion and Analysis, the Summary Compensation Table, and the other related tables and disclosure).”
The option (one year, two years or three years) that receives the highest number of votes cast by stockholders will be the non-binding frequency for the advisory vote on executive compensation approved by the stockholders.
The Board of Directors recommends a vote for the option of once every year as the frequency with which stockholders are provided with an advisory vote on executive compensation as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission.
 
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PROPOSAL 4:   RATIFICATION OF THE APPOINTMENT OF KPMG
Stockholders are being asked to ratify the appointment of KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for 2023. Although the Board has the sole authority to appoint the Company’s independent registered public accounting firm, as a matter of good corporate governance, the Board submits its selection to our stockholders for ratification. If the stockholders do not ratify the appointment of KPMG, the Audit Committee may reconsider the appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different registered public accounting firm at any time during the year if the Audit Committee determines that such change would be in the Company’s and the stockholders’ best interests. KPMG has been the Company’s independent registered public accounting firm since March 2015.
Our Audit Committee meets periodically with KPMG to review both audit and non-audit services performed by KPMG, as well as the fees charged for those services. Among other things, the Audit Committee examines the effect that the performance of non-audit services, if any, may have upon the independence of the independent registered public accounting firm. All professional services provided by KPMG, including non-audit services, if any, are subject to pre-approval by the Audit Committee in accordance with applicable securities laws, rules and regulations. For more information, see “Audit Matters” above.
Representatives of KPMG will be present at the Annual Meeting and may make a statement if they so desire. They will also be available to respond to appropriate questions.
Approval of Proposal No. 4 will require the affirmative vote of a majority of the shares present or represented and voting on the proposal at the Annual Meeting. Each proxy received by the stockholders will be voted “FOR” the ratification of the appointment of KPMG, unless the stockholder provides other instructions.
The Board of Directors recommends a vote “FOR” the ratification of the appointment of KPMG as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
 
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VOTING AND MEETING INFORMATION
Why did I receive a notice in the mail regarding the internet availability of proxy materials instead of a full set of proxy materials?
In accordance with the “notice and access” rules adopted by the SEC, we may furnish proxy materials, including this Proxy Statement and our 2022 Annual Report to Stockholders, to our stockholders by providing access to such documents on the internet instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (“Notice”), which was mailed to most of our stockholders, will instruct you as to how you may access and review all of the proxy materials on the internet. The proxy materials will be available on the internet starting on March 23, 2023, as described in the Notice. The Notice also instructs you as to how you may access and submit your proxy card. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.
Who is entitled to vote?
You may vote if our records show that you owned shares of Veeco common stock on March 15, 2023, the record date for the meeting. At such time, 51,576,344 shares of Veeco common stock were both issued and outstanding. You are entitled to one vote for each share that you own.
How can I vote if I own shares directly?
If your shares are registered directly in your name with our transfer agent, then you are considered the stockholder of record with respect to those shares and these proxy materials are being made available directly to you. Stockholders of record may vote (1) by marking, signing, dating and mailing each proxy card in the envelope provided, (2) by telephone or via the internet in advance of the meeting using the described means, (3) by attending the meeting and voting in person, or (4) by participating in the meeting virtually through our designated website — www.virtualshareholdermeeting.com/VECO2023 — and casting your vote through the described virtual means. If you desire to vote in person, you must come to the meeting or execute a proxy designating a representative to vote for you at the meeting, which will be held at Veeco’s headquarter offices located at Terminal Drive, Plainview, New York 11803 at 8:30 a.m. (Eastern Time) on Thursday, May 11, 2023. For security reasons, please be prepared to show photo identification. Please note that if your Veeco shares are held for you in a brokerage, bank or other institutional account, you must obtain a proxy from that entity in order to vote your shares at the meeting. If you have any questions, please call our Investor Relations department at (516) 677-0200.
How can I vote if my shares are held through a brokerage, bank or similar organization?
If your shares are held in “street name” ​(that is, they are held in the name of a broker, bank or similar organization), you are considered the beneficial holder of such shares and these proxy materials are being made available to you by such organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct the stockholder of record on how to vote the shares in your account. If you hold your shares through a broker and you do not give instructions to the record holder on how to vote, the record holder will be entitled to vote your shares in its discretion on certain matters considered “routine.” The New York Stock Exchange (“NYSE”) will determine whether the proposals presented at the Annual Meeting are routine or not routine. If a proposal is routine, a broker holding shares for an owner in street name may vote in its discretion on the proposal without receiving voting instructions from the owner. If a proposal is not routine, the broker or other entity may vote on the proposal only if the owner has provided voting instructions. A “broker non-vote” occurs when the broker is unable to vote on a proposal because the proposal is not routine and the street name owner does not provide any voting instructions. Please follow the voting instructions provided by the organization holding your shares to ensure your vote is counted. Under the rules of the NYSE, your broker does not have the discretion to vote your shares on non-routine matters such as Proposals 1, 2 and 3. However, your broker does have discretion to vote your shares on routine matters such as Proposal 4. If you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from the stockholder of record.
 
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What if I return a proxy card but do not make specific choices?
If you return a signed and dated proxy card without marking any voting selections, your Veeco shares will be voted “FOR” the election of the nominees for director, “FOR” the approval, on an advisory basis, of the compensation of our named executive officers, “1 YEAR” as the preferred frequency of holding an advisory vote on executive compensation, and “FOR” the ratification of the selection of KPMG LLP as Veeco’s independent registered public accounting firm for the fiscal year ending December 31, 2023. If any other matter is properly presented at the Annual Meeting or any adjournment or postponement thereof, your proxy (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
How do I revoke or change my vote?
If you are a stockholder of record, you may revoke or change your vote by:
(1)
notifying Veeco’s transfer agent, American Stock Transfer and Trust Company, Operations Center, 6201 15th Avenue, Brooklyn, New York 11219, in writing at any time before the Annual Meeting;
​
(2)
submitting a later-dated proxy at any time before the Annual Meeting;
​
(3)
voting again by telephone or internet at a later time before the Annual Meeting; or
​
(4)
voting either in person or virtually at the Annual Meeting.
​
The latest-dated, timely and properly completed proxy that you submit before the Annual Meeting will count as your vote. If a vote has been recorded for your shares and you submit a proxy card that is not properly signed and dated, the previously recorded vote will stand.
If your shares are held in street name, consult the voting instructions provided by the organization holding your shares or contact such organization for instructions on how to revoke or change your vote.
What is a “quorum”?
There must be a quorum for the Annual Meeting to be held. A “quorum” will be present if stockholders holding at least a majority of the outstanding shares are present or represented by proxy. If you submit a timely, properly executed proxy or vote instruction card, then you will be considered part of the quorum, even if you abstain from voting. In addition, shares represented by proxies designated as broker non-votes will be counted for purposes of determining a quorum.
Abstentions:   Abstentions are not counted in the tally of votes FOR or AGAINST a proposal. A WITHHELD vote is the same as an abstention. Abstentions and withheld votes are counted as shares present and entitled to be voted.
Broker Non-Votes:   Broker non-votes will be counted for purposes of calculating whether a quorum is present at the Annual Meeting, but will not be counted for purposes of determining the number of votes present in person or represented by proxy and entitled to vote with respect to a particular proposal.
How many votes are needed to approve each proposal?
​ ​
Proposal:
​ ​ ​
Vote Required:
​ ​ ​
Broker Discretionary
Voting Allowed?
​ ​
​ ​
Proposal 1 – Election of Three Directors
​ ​ ​ Majority of the Shares Cast for Each Director Nominee ​ ​ ​
No
​ ​
​ ​ Proposal 2 – Advisory Vote on Executive Compensation ​ ​ ​ Majority of the Votes Cast ​ ​ ​
No
​ ​
​ ​ Proposal 3 – Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation ​ ​ ​ Plurality of Votes Cast ​ ​ ​
No
​ ​
​ ​ Proposal 4 – Ratification of Auditors for Fiscal Year 2023 ​ ​ ​ Majority of the Votes Cast ​ ​ ​
Yes
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With respect to Proposals 2 and 4, you may vote FOR, AGAINST or ABSTAIN.
With respect to Proposal 1, you may vote FOR all nominees, WITHHOLD your vote as to all nominees, or FOR all nominees except the specific nominees from whom you WITHHOLD your vote. A properly executed proxy marked WITHHOLD with respect to the election of one or more directors shall be included in calculating the total votes cast with respect to the director or directors indicated. Proxies may not be voted for more than three directors and stockholders may not cumulate votes in the election of directors.
With respect to Proposal 3, you may vote FOR EVERY YEAR, FOR EVERY TWO YEARS, FOR EVERY THREE YEARS, or ABSTAIN.
If you abstain from voting on Proposals 1, 2, 3 or 4, the abstention will not have an effect on the outcome of the vote.
How will voting on any other business be conducted?
Although we do not know of any business to be considered at the Annual Meeting other than the proposals described in this Proxy Statement, if any other business is presented at the Annual Meeting or any adjournment or postponement thereof, your signed proxy or vote instruction card gives authority to William J. Miller, Ph.D., Veeco’s CEO, and John P. Kiernan, Veeco’s CFO, to vote on such matters at their discretion.
Who will count the vote?
Votes will be tabulated by an independent inspector of elections appointed for the Annual Meeting, who will separately tabulate affirmative and negative votes, abstentions and broker non-votes.
How can I find out the results of the voting at the Annual Meeting?
Voting results will be announced at the Annual Meeting and are expected to be posted shortly after the Annual Meeting on our website at www.veeco.com. Voting results will also be reported in a Current Report on Form 8-K, which is expected to be filed with the SEC within four business days after the Annual Meeting.
What does it mean if I get more than one Notice?
If your shares are registered in more than one name or in more than one account, you may receive more than one Notice. Please complete and return a proxy or vote instruction card for each Notice you receive to ensure that all of your shares are voted.
I have Veeco shares that are held in street name, as do others in my household. We received only one copy of the proxy materials. How can I obtain additional copies of these materials?
In a further effort to reduce printing costs and postage fees, we have adopted a practice approved by the SEC called “householding.” Under this practice, stockholders who have the same address and last name and who request printed copies of proxy materials will receive only one copy of our proxy materials, unless one or more of these stockholders notifies us that he or she wishes to continue receiving individual copies. Stockholders who participate in householding will continue to receive separate proxy cards.
If you share an address with another stockholder and received only one set of proxy materials, and would like to request a separate paper copy of these materials, please: (1) go to www.proxyvote.com and follow the instructions provided; (2) send an e-mail message to investorrelations@veeco.com with “Request for Proxy Materials” in the subject line and provide your name, address and the control number that appears in the box on the Stockholders Meeting Notice; or (3) call our Investor Relations department at (516) 677-0200.
When are stockholder proposals for the 2024 Annual Meeting due?
In accordance with Rule 14a-8 of the Exchange Act, stockholders who wish to present proposals for inclusion in the proxy materials prepared by the Company in connection with the 2024 Annual Meeting
 
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must submit their proposals so that they are received by the Corporate Secretary, Veeco Instruments Inc., Terminal Drive, Plainview, New York 11803 by November 24, 2023. Any such proposal must comply with the requirements of our Seventh Amended and Restated Bylaws, as amended (“Bylaws”), and Rule 14a-8 under the Exchange Act, which lists the requirements for the inclusion of stockholder proposals in company-sponsored proxy materials.
Generally, timely notice of any director nomination or other proposal that any stockholder intends to present at the 2024 Annual Meeting, but does not intend to have included in the proxy materials prepared by the Company in connection with the 2024 Annual Meeting, must be delivered in writing to the Corporate Secretary at the address above not less than 90 days nor more than 120 days before the first anniversary of the prior year’s meeting. However, if we hold the 2024 Annual Meeting on a date that is not within 30 days before or 60 days after such anniversary date, we must receive the notice no later than 10 days after the earlier of the date we first provide notice of the meeting to stockholders or announce it publicly. In addition, the stockholder’s notice must set forth the information required by our Bylaws with respect to each stockholder making the proposal and each proposal that such stockholder intends to present at the 2024 Annual Meeting.
For more information, including the information required to be included in a stockholder proposal, please refer to our Bylaws, filed as Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on January 10, 2023.
Can a stockholder nominate someone to be a director of Veeco?
As a stockholder, you may recommend any person as a nominee for director of Veeco for consideration by the Governance Committee by submitting the name and supporting information in writing to the Governance Committee of the Board of Directors, c/o Corporate Secretary, Veeco Instruments Inc., Terminal Drive, Plainview, New York 11803. The deadlines for submitting stockholder nominations of directors are the same as those set forth above with respect to the submission of stockholder proposals. The recommending stockholder must submit a written recommendation that sets forth the information required by our Bylaws with respect to the recommending stockholder and such stockholder’s nominee. This submission shall include a written agreement from the recommending stockholder to the Company representing that such nominee:
•
is not and will not become a party to any agreement with any person: (i) with respect to how the nominee will act or vote on any issue that has not been disclosed to the Company, or (ii) that could interfere with the nominee’s ability to comply with his or her fiduciary duties;
​
•
is not and will not become a party to any agreement with any person other than the Company with respect to any compensation, reimbursement or indemnification in connection with service as a director that has not been disclosed to the Company; and
​
•
will comply with all corporate governance, conflict of interest and other policies and guidelines of the Company that are applicable to the Company’s directors.
​
In addition, the Company may require any nominee to furnish such other information as the Company may reasonably request, including: (i) as may be required by the Company’s directors’ and officers’ questionnaire, (ii) as may reasonably be required by the Company to determine the qualifications of such nominee to serve as a director of the Company, (iii) as may reasonably be required by the Company to determine the eligibility of such nominee to serve as an independent director of the Company, and (iv) that could be material to a reasonable stockholder’s understanding of the qualifications of such nominee to serve as a director of the Company or the independence or lack of independence of such proposed nominee.
For more information please refer to our Bylaws, filed as Exhibit 3.1 to our Current Report on Form 8-K, filed with the SEC on January 10, 2023.
How can stockholders communicate with Veeco’s Directors?
Stockholders may address communications (other than sales or employment-related communications) to one or more members of the Board by letter addressed to Corporate Secretary, Veeco Instruments Inc., Terminal Drive, Plainview, New York 11803. The Corporate Secretary will forward copies of all letters (other than sales or employment-related communications) to each Board member to whom they are addressed.
 
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How much will this proxy solicitation cost?
D.F. King & Co., Inc. was hired by Veeco to assist in the distribution of proxy materials and the solicitation of votes for a fee of $13,000, plus reimbursement of out-of-pocket expenses. The expense of soliciting proxies will be borne by Veeco. In addition, Veeco may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to stockholders. D.F. King may contact stockholders by mail, telephone, fax and personal interviews. Veeco has agreed to indemnify D.F. King against certain liabilities and expenses in connection with such solicitations, including liabilities under the federal securities laws. Some personal solicitations also may be made by directors, officers and employees of Veeco without special compensation, other than reimbursement for expenses.
Who is soliciting my vote?
Your vote is being solicited by the Board of Directors of Veeco, on behalf of the Company.
 
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SCAN TO VIEW MATERIALS & VOTE VEECO INSTRUMENTS INC. TERMINAL DRIVE PLAINVIEW, NEW YORK 11803 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/VECO2023 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. VOTE IN PERSON: You may choose to attend, and vote in person at the stockholder meeting. Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance, as well as directions on how to get to the meeting location. At the meeting, you will need to request a ballot to vote these shares. VEECO INSTRUMENTS INC. The Board of Directors recommends you vote FOR the following proposals: 1. To elect three directors named in the proxy statement to hold office until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified; Nominees: 01) Kathleen A. Bayless 02) Gordon Hunter 03) Lena Nicolaides, Ph.D. 2. To approve, on a non-binding advisory basis, the compensation of our named executive officers; The Board of Directors recommends you vote 1 Year on the following proposal: 3 Years 1 Year 2 Years Abstain 3. To establish, on a non-binding advisory basis, the frequency of holding an advisory vote on executive compensation; The Board of Directors recommends you vote FOR the following proposal: ! ! ! 4. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2023; and 5. To consider such other business as may properly come before the meeting. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.veeco.com.VEECO INSTRUMENTS INC.Annual Meeting of StockholdersMay 11, 2023 8:30 AM, EDTThis proxy is solicited by the Board of DirectorsThe stockholder(s) hereby appoint(s) William J. Miller, Ph.D. and John P. Kiernan, or either of them, as proxies, each with the power to appoint his substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of VEECO INSTRUMENTS INC. that the stockholder(s) is/are entitled to vote at theAnnual Meeting of Stockholders to be held at 8:30 AM, EDT on May 11, 2023, at Terminal Drive, Plainview, New York 11803,and any adjournment or postponement thereof.This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.Continued and to be signed on reverse side
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