ITEMS OF BUSINESS: Stockholders and until their successors are duly elected and qualified; WHO CAN VOTE: INTERNET AVAILABILITY: PROXY VOTING: 21, 2024 TABLE OF CONTENTS 1 4 Director Committee Membership Name Age since Independent (1) AC CC GC SPC Kathleen A. Bayless 61 2016 Yes M/FE Richard A. D’Amore 64 1990 Yes (Lead Independent Director) M M Gordon Hunter 66 2010 Yes C M M Keith D. Jackson 62 2012 Yes M/FE C John R. Peeler 63 2007 No C Peter J. Simone 70 2004 Yes C/FE M M Thomas St. Dennis 64 2016 Yes M M Independent Directors Meet Without Management Present executive. cap perspective. annual Management Bonus Plan are capped at 2 times target. employee. Shares of Common Stock Percentage of Shares Options Total (1) 5% or Greater Stockholders: BlackRock, Inc. (2) 6,683,401 — 6,683,401 13.9 % The Vanguard Group (3) 4,633,758 — 4,633,758 9.6 % Dimensional Fund Advisors LP (4) 2,962,158 — 2,962,158 6.2 % Frontier Capital Management Co., LLC (5) 2,614,375 — 2,614,375 5.4 % Directors: Kathleen A. Bayless 10,585 — 10,585 * Richard A. D’Amore 95,290 — 95,290 * Gordon Hunter 28,949 — 28,949 * Keith D. Jackson 25,149 — 25,149 * John R. Peeler 371,436 282,610 654,046 1.4 % Peter J. Simone 24,332 — 24,332 * Thomas St. Dennis 10,597 — 10,597 * Named Executive Officers: John R. Peeler 371,436 282,610 654,046 1.4 % William J. Miller, Ph.D. 97,542 117,310 214,852 * Shubham Maheshwari 72,887 54,000 126,887 * John Kiernan 32,079 49,854 81,933 * All Directors and Executive Officers as a Group (10 persons) 776,793 503,774 1,272,620 2.6 % family trust, for which Mr. Kiernan and his wife are co-trustees. our CEO. Consumer Protection Act. interest, and other matters such as over-boarding policies established by proxy advisory firms, investors and other entities. standards. reasonably request from time to time. knowledge of international markets, marketing, research and development and other areas relevant to the Company’s Name Fees Earned Stock All Other Total ($) Kathleen A. Bayless 72,500 119,973 — 192,473 Richard A. D’Amore 89,750 119,973 — 209,723 Gordon Hunter 86,250 119,973 — 206,223 Keith D. Jackson 82,500 119,973 — 202,473 Peter J. Simone 91,250 119,973 — 211,223 Thomas St. Dennis 71,875 119,973 — 191,848 2023. In accordance with SEC rules, the amounts shown reflect the grant date fair value of the award, which was share for the awards made on May 12, 2023. All Directors are currently in compliance with our Stock Ownership Guidelines or have a period of time remaining to meet the required ownership level. William J. Miller, Ph.D. William J. Miller, Ph.D.has been CEO and a Director since October 2018. Prior thereto, he served as President Audit Senior Manager at Ernst & Young 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. demand patterns. Our executive compensation programs are designed to peer group; Performance-based: Stockholder-aligned: Fair and Competitive: consultant. The Company considers the executive compensation practices of the companies in levels, reflecting the strong linkage between pay and performance and performance results below expectations. 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 Name April 2016 April 2017 Percent Increase J. Peeler $ 700,000 $ 700,000 No Change(1) W. Miller $ 460,000 $ 474,000 3.0% S. Maheshwari $ 430,000 $ 443,000 3.0% J. Kiernan $ 300,000 $ 300,000 No Change the period to which the bonus relates. performance after adjusting for Adjusted Operating Income results. Awards for individual performance Performance Level Operating Income Award Percentage Maximum $ 91.8 200 % Target $ 45.8 100 % Actual $ 42.0 91.6 % Threshold $ 2.0 26.6 % Name Target Bonus Financial Financial Individual Individual Final Bonus J. Peeler $805,000/115% $ 737,380 $ 553,035 $ 184,345 50%/$92,173 $645,208 / 80.2% W. Miller $474,000/100% $ 434,184 $ 325,638 $ 108,546 75%/$81,410 $407,048 / 85.9% S. Maheshwari $354,400/80% $ 324,631 $ 243,473 $ 81,158 75%/$60,868 $304,341 / 85.9% J. Kiernan $150,000/50% $ 137,400 $ 103,050 $ 34,350 90%/$30,915 $133,965 / 89.3% Target salary, are as follows: currently granted in the form of PRSU awards. shares actually earned for achieving greater than target performance. Members of the executive leadership team, including the NEOs, received 65% of their 2023 long-term incentive in performance-based awards. Performance-based Restricted Stock Time-based Restricted Stock Name Date of Amount Fair Total Value Amount Fair Total J. Peeler 06/16/2017 17,300 $ 29.05 502,565 16,620 $ 29.05 482,811 W. Miller 06/16/2017 14,930 $ 29.05 433,717 14,340 $ 29.05 416,577 S. Maheshwari 06/16/2017 10,540 $ 29.05 306,187 10,130 $ 29.05 294,277 J. Kiernan 06/16/2017 3,520 $ 29.05 102,256 3,380 $ 29.05 98,189 section below. retain the executive talent needed for the successful operation and transformation of the Company. proposals. In February 2019, the Company amended the Clawback Policy to, among other things, also apply to stock-based awards. In October 2023, the Company further amended the Clawback Policy to comply with newly issued SEC regulations, further expanding the potential clawback obligations of our executive officers. 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 level stock, including short sales, derivatives, put options, swaps and collars. (Chair) Name and Principal Year Salary Bonus Stock Option Non- All Total ($) John R. Peeler 2017 700,000 — 985,376 — 645,208 72,298 2,402,882 Chairman and CEO 2016 700,000 — 1,962,487 — — 81,364 2,743,851 2015 700,000 — 1,324,428 — 576,539 79,263 2,680,230 William J. Miller, 2017 470,231 — 850,294 — 407,048 17,310 1,744,883 Ph.D., President 2016 459,039 — 1,401,980 — 115,000 17,160 1,993,179 2015 429,616 — 789,768 — 249,229 16,890 1,485,503 Shubham Maheshwari 2017 439,500 — 600,464 — 304,341 17,310 1,361,615 EVP and CFO 2016 427,308 — 999,719 — 94,600 17,160 1,538,787 2015 414,615 — 738,684 — 244,835 191,256 1,589,390 John P. Kiernan, 2017 300,000 — 200,445 — 133,965 18,922 653,332 SVP, Finance, CAO and Treasurer 2016 300,000 — 284,423 — 41,250 17,592 643,265 2015 298,328 — 209,038 — 103,676 29,212 640,254 Grant Date Grant Date Name Number of 06/12/2015(b) $ 31.34 J. Peeler 42,260 06/12/2015 W. Miller 25,200 06/12/2015 S. Maheshwari 23,570 06/12/2015 J. Kiernan 6,670 01/04/2016(c) $ 20.56 W. Miller 12,159 06/14/2016(d) $ 16.79 J. Peeler 96,040 06/14/2016 W. Miller 56,700 06/14/2016 S. Maheshwari 50,610 06/14/2016 J. Kiernan 16,940 12/14/2016(e) $ 29.15 J. Peeler 12,006 12/14/2016 W. Miller 6,861 12/14/2016 S. Maheshwari 5,145 06/16/2017(f) $ 29.05 J. Peeler 33,920 06/16/2017 W. Miller 29,270 06/16/2017 S. Maheshwari 20,670 06/16/2017 J. Kiernan 6,900 date. Name Car 401(k) Premium Relocation Total J. Peeler 18,000 8,100 3,564 42,634 (a) 72,298 W. Miller 8,400 8,100 810 17,310 S. Maheshwari 8,400 8,100 810 17,310 J. Kiernan 8,400 8,100 2,322 18,922 (b) Estimated Future Payouts All Other All Other Exercise Market Grant Date Name Grant Threshold Target Maximum or Units Options Awards Grant Awards J. Peeler 06/16/2017 33,920 985,376 W. Miller 06/16/2017 29,270 850,294 S. Maheshwari 06/16/2017 20,670 600,464 J. Kiernan 06/16/2017 6,900 200,445 2023. units that vest over three years. Option Awards Stock Awards Name Number of Number of Option Option Number of Market J. Peeler 84,400 34.13 06/10/2020 165,878 2,463,288 31,700 51.70 06/08/2021 80,000 33.00 05/24/2022 60,330 30.47 12/12/2023 26,180 32.67 06/11/2021 W. Miller 41,000 34.13 06/10/2020 116,386 1,728,332 12,900 51.70 06/08/2021 35,000 33.00 05/24/2022 16,000 30.47 12/12/2023 12,410 32.67 06/11/2021 S. Maheshwari 54,000 33.32 06/01/2024 89,797 1,333,485 J. Kiernan 11,734 34.13 06/10/2020 27,160 403,326 7,000 51.70 06/08/2021 18,500 33.00 05/24/2022 8,000 30.47 12/12/2023 4,620 32.67 06/11/2021 follows (PRSU amounts assume target achievement): PRSU awards. As of December 31, 2023, the unvested PRSU award amounts were as follows: for Dr. Miller, 81,250 shares; for Mr. Kiernan, 17,550 shares; for Dr. Devasahayam, 15,600 shares; for Dr. Porshnev, 15,600 shares; and for Ms. Wilkerson, 15,600 shares. Name Option Option Awards Stock Awards Name Number of Value Realized Number of Value Realized J. Peeler — — 50,582 1,248,065 W. Miller — — 29,577 679,379 S. Maheshwari — — 23,055 690,343 J. Kiernan — — 12,804 254,654 Name Number of Weighted average Number of securities Equity compensation plans approved by security holders 1,944,506 $ 34.97 4,103,687 Equity compensation plans not approved by security holders 147,921 $ 37.70 — Total 2,092,427 4,103,687 2023. 2, in the case of Dr. Miller, and 1.5, in the case of Mr. Kiernan, Drs. Devasahayam and Porshnev, and Ms. Wilkerson; 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; Stock Options Name Event Salary & Accelerated Extension of Accelerated Total J. Peeler Termination without Cause or resignation for Good Reason or upon Death or Disability (4) 2,577,386 0 0 2,463,288 5,040,675 W. Miller Termination without Cause or resignation for Good Reason 494,552 0 0 0 494,552 Termination without Cause or resignation for Good Reason following a Change of Control (5) 1,679,552 0 0 1,728,332 3,407,884 S. Maheshwari Termination without Cause or resignation for Good Reason or upon Death or Disability 700,503 0 0 0 700,503 Termination without Cause or resignation for Good Reason following a Change of Control (5) 1,409,303 0 0 1,333,485 2,742,788 J. Kiernan Termination without Cause or resignation for Good Reason 474,963 0 0 403,326 878,289 Termination without Cause or resignation for Good Reason following a Change of Control (5) 774,963 0 0 403,326 1,178,289 performance, given the assumed event date of December 31, 2023. 2023. 2023. $4,611,004. 2024. evaluations of the Company’s internal control over financial reporting, and the overall quality of the Company’s financial reporting. The Audit Committee held 2023. (Chair) 2024. For the For the Audit Fees(1) $ 2,798 $ 1,394 Audit-related Fees 38 0 Tax Fees(2) 476 152 Total $ 3,312 $ 1,546 KPMG demonstrated its independent judgment, objectivity and professional skepticism; and (vi) the appropriateness of KPMG’s fees. 2024. Name Name William J. Miller, Ph.D. Lena Nicolaides, Ph.D. Director Committee Membership Name Age since Independent (1) AC CC GC SPC Kathleen A. Bayless 61 2016 Yes M/FE Richard A. D’Amore 64 1990 Yes (Lead Independent Director) M M Gordon Hunter 66 2010 Yes C M M Keith D. Jackson 62 2012 Yes M/FE C John R. Peeler 63 2007 No C Peter J. Simone 70 2004 Yes C/FE M M Thomas St. Dennis 64 2016 Yes M M Young for 15 years. Ms. Bayless currently serves on the Boards of Ballard Power Systems, a developer and manufacturer of proton exchange membrane fuel cell products, and Amprius Technologies, Inc., a leading manufacturer of high-energy, high power lithium-ion battery cells. Ms. Bayless also served, within the past five years, on the Board of Energous Corporation, which specializes in the advancement of wireless charging technology. 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. manufacturer of sensors, actuators and electronic components. companies. (“SIA”) from 2008 to 2020, and was appointed as the 2020 SIA Chairman. (516) 677-0200. Proposal Annual Meeting; Annual Meeting; Annual Meeting. Proposal: (516) 677-0200. 2023. of the Company or the independence or lack of independence of such proposed nominee.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
the Securities Exchange Act of 1934 (Amendment No. Filed by the Registrant xFiled by a Party other than the RegistrantoCheck the appropriate box:oPreliminary Proxy StatementoConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))xDefinitive Proxy StatementoDefinitive Additional MaterialsoSoliciting Material under §240.14a-12Veeco 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):xNo fee required.oFee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.(1)Title of each class of securities to which transaction applies:(2)Aggregate number of securities to which transaction applies:(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):(4)Proposed maximum aggregate value of transaction:(5)Total fee paid:oFee paid previously with preliminary materials.oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.(1)Amount Previously Paid:(2)Form, Schedule or Registration Statement No.:(3)Filing Party:(4)Date Filed:
1 Terminal Drive· Plainview, New York 11803 U.S.A.· Phone (516) 677-0200· Fax (516) 677-0380· www.veeco.com![[MISSING IMAGE: lg_veeco-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/lg_veeco-4c.jpg)
19, 2018201821, 2024Itmyour pleasure to invite you to join me at the 2018our 2024 Annual Meeting of Stockholders, of Veeco Instruments Inc. to be held on Thursday, May 3, 2018, at 8:30 a.m. Eastern Time on Thursday, May 9, 2024.333 South Service Road,Veeco’s headquarter offices located at Terminal Drive, Plainview, New York 11803.this year’s meeting,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:twothree directors named in the attached proxy statement to hold office until the 2027 Annual Meeting of Stockholders and onuntil their successors are duly elected and qualified;firm. firm for 2024.Thus,As such, we are mailing to many stockholders a Notice of Internet Availability of Proxy Materials (“Notice”), rather than copies of the Proxy Statement and our 20172023 Annual Report to Stockholders on Form 10-K. The Notice contains instructions on how to access the proxy materials online, vote online and obtain youra copy of our proxy materials.IWe encourage you to sign and return your proxy card, or use the available telephone, internet or internetvirtual Annual Meeting voting prior to the meeting,options, so that your shares will be represented and voted at the meeting.John R. PeelerChairman and
Chief Executive Officer
NOTICE OF 20182024 ANNUAL MEETING OF STOCKHOLDERSDATE AND TIME: Thursday, May 3, 2018,9, 2024, 8:30 a.m., Eastern Time PLACE: PLACE: 333 South Service Road,Virtually at www.virtualshareholdermeeting.com/VECO2024 and in person at Veeco’s headquarter offices located at Terminal Drive, Plainview, New York 11803 twothree directors named in the proxy statement to hold office until the 20212027 Annual Meeting of Stockholders; holdapprove an amendment to Veeco’s 2019 Stock Incentive Plan to increase the authorized shares of Veeco’s common stock thereunder by 3,500,000 shares;vote on 2017basis, the compensation of our named executive officer compensation;3. officers;2018;2024; and4. You must be a stockholder of record at the close of business on March 12, 201813, 2024 to vote at the Annual Meeting. We are using the internet as our primary means of furnishing proxy materials to most of our stockholders. Rather than sending thoseour stockholders a paper copy of our proxy materials, we are sending them a noticeNotice of Internet Availability of Proxy Materials (“Notice”) with instructions for accessing the materials and voting via the internet. Thistheir shares. The Proxy Statement and our 20172023 Annual Report on Form 10-K are available free of charge at www.veeco.com. We cordially invite you to participate in the Annual Meeting, either by attending and votingMeeting. You may vote in person or by voting through other acceptable means. Your participation is important, regardless ofat the number of shares you own. You may voteAnnual Meeting or by telephone, through the internet or by mailing your completed proxy card.card, following the instructions in the Notice and in the Proxy Statement. Gregory A. RobbinsSenior
Vice President, General Counsel and Secretary19, 2018
Plainview, New York Table of Contents 1 STOCK OWNERSHIP 4 5 5 6 GOVERNANCE 7 66 7 7 8 7 8 8 9 8 9 9 9 10 10 11 11 12 11 13 13 14 12 16 13 18 27 29 28 30 30 32 30 33 33 35 33 35 35 36 39 40 41 AUDIT MATTERS 41 45 42 46 43 46 43 47 VOTING PROPOSALS 4445 48 53 48 60 49 61 50 62 A-1 proposalsitems to be acted uponon at the Veeco Instruments Inc. (“Veeco” or the “Company”) 20182024 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, 2023 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 16, 2024 (the “Annual Meeting”Report”), we call your attention to the following information about the proposals and voting recommendations, the Company’s director nominees, and highlights of the Company’s corporate governance and executive compensation. The following description is only a summary. For more complete information about these topics, please review the complete proxy statement.Proposals and Voting Recommendations Voting Matters and Board Recommendations Board VoteRecommendation Proposal Required Vote Board Vote Recommendation Proposal 1:
Election of twothree nominees named herein as directors Each nominee must receive a majority of the votes cast. FOR each nominee Proposal 2:2
Approval of an Amendment to the 2019 Stock Incentive Plan. This proposal will be considered approved if more votes are cast in favor than against. FOR Proposal 3
Advisory vote to approve the compensation of our Named Executive Officers,named executive officers, or “Say on Pay”Pay.” This non-binding proposal will be considered approved if more votes are cast in favor than against. FOR Proposal 3:
Ratification of the appointment of our independent registered public accounting firm for 2018 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 ![[MISSING IMAGE: ic_inter-4clr.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ic_inter-4clr.jpg)
![[MISSING IMAGE: ic_phone-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ic_phone-bw.jpg)
![[MISSING IMAGE: ic_mail-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ic_mail-bw.jpg)
![[MISSING IMAGE: ic_meet-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ic_meet-bw.jpg)
www.proxyvote.com Call 1-800-690-6903 Follow the instructions on your proxy/voting instruction card Director
since Committee Membership Name Age AC CC GC Kathleen A. Bayless 67 2016 Yes C/FE M Sujeet Chand, Ph.D. 66 2021 Yes M Richard A. D’Amore 70 1990 Yes (Chair) M Gordon Hunter 72 2010 Yes C M Keith D. Jackson 68 2012 Yes M/FE C William J. Miller, Ph.D. 55 2018 No Lena Nicolaides, Ph.D. 53 2022 Yes M Mary Jane Raymond 63 2019 Yes M/FE Thomas St. Dennis 70 2016 Yes M/FE M AC — Audit CommitteeC — ChairpersonCC — Compensation CommitteeM — MemberGC — Governance CommitteeFE — Audit committee financial expert (as determined based on SEC rules)SPC — Strategic Planning CommitteeHighlightsSpecifics Board and Other Governance Information As of March 19, 201821, 2024 Size of Board as Nominated 7 9 Average Age of Director Nominees and Continuing Directors 64 64.9 years Average Tenure of Director Nominees and Continuing Directors 8.7 9.4 years Standard Deviation of Director Tenure 9.0 years Percentage of Continuing Directors and Nominees who are Independent 85.7% 88.9% Percentage of Directors who attended all Board Meetings 100% 88.9% 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 (3 times(3x annual cash retainers) Yes Annual Election of Directors No Voting Standard MajorityBoard and Other Governance Information As of March 19, 2018 Plurality Voting Carve-out for Contested Elections Yes Separate Independent Chairman and CEO No Yes Lead Independent Director Yes Yes Annual Board, Committee and Individual Director Self-Evaluations Including Use of External Governance Advisor at Least Every 3 Years Yes Annual Independent Director Evaluation of CEOChief 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% the Chief Executive Officer (“CEO”) and the other named executive officers listed in the Summary Compensation Table below (collectively, the “NEOs”)our executives tracks the Company’s performance. Our compensation programs reflectperformance and reflects our belief that the ratio of performance-based compensation to fixed compensation should increase with the level of the executive, with the greatest amount of performance-based compensation at the CEO level.made changesreview our compensation peer group annually, making adjustments as appropriate to ensure that our Peer Group for 2017peers (1) operate in the semiconductor equipment and adjacent industry segments, (2) are neither excessively large or small compared to more appropriatelyVeeco, and (3) reflect our industry and size as measured bya range of companies where Veeco is at or around the median from both a revenue and market capitalization. As a result, certain of the companies previously included in our peer group were removed for 2017 based on their much larger size.Long TermLong-Term Incentives. The majority of the long term incentive compensationlong-term incentives provided to our CEO and other NEOs is awarded2023 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 minimum three-year target performance period, are capped at 150% of target, and are subject to 100% forfeiture.Minimum Vesting. Our 2010 Stock Incentive Plan specifiesforfeiture, and are earned based on a one year minimum vesting period for all equity awards (including, beginning in 2017, stock option awards), except for upcomparison of Veeco’s total shareholder return to 5%that of the maximum number of shares available orRussell 2000 Index (“R2000”). Beginning in 2022, stretch targets were incorporated in the event of certain circumstances (e.g., death, disability, corporate transactions). Time-basedawards; target awards granted to executives feature vesting periods ranging from three to four years.Stock Option Provisions. Our 2010 Stock Incentive Plan prohibitswill not be earned unless total shareholder return (“TSR”) performance is at or above 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 Senior Executive Change in Control Policy features a narrow change in control definition, requiring an actual change in control and termination of employment before change in control benefits are triggered. The situations where an executive is eligible to resign with “good reason” are limited to: (i) reductions in base salary, (ii) relocation by more than 50 miles, (iii) significant reductions in total benefits, for Messrs. Peeler and Maheshwari only, and (iv) for Mr. Peeler only, a diminution in position.These provisions are not triggered by bankruptcy. See “Potential Payments Upon Termination or Change in Control” below for more information.Clawback Policy. Our Compensation Recoupment Policy provides that in the event of a financial restatement due to fraud or intentional illegal conduct as determined by the independent members55Board of Directors, a culpable executive officer may be required to reimbursepeer group.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.subject to a phase-in period. For example, Veeco’s CEOas applicable. Our Chief Executive Officer (“CEO”) is required to hold Veeco stock with a value equal to at least four6 times his base salary. Pursuantthese guidelines, covered individuals are requiredrecoupment and forfeiture in the event of a financial restatement due to hold at least 50% offraud or intentional illegal conduct by the net after-tax shares realized upon vesting or exercise until the ownership guidelines are met.Hedging and Pledging Restrictions. Our insider trading policy prohibits all employees and directors from hedging or pledging their Veeco shares. Awards under the programs are not guaranteed and are capped at 200% of target.Annual Say-on-Pay Vote. We conduct an annual Say-on-Pay advisory vote.perspectiveperspectives regarding executive compensation best practices, and we have incorporated many of these practices ininto our executive compensation programs.3.02.0 times base salary and bonus.itsour only pension benefit.etc.or the like.12, 201813, 2024 (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,the Company, (iii) each NEO,named executive officer identified in the Summary Compensation Table in this Proxy Statement, and (iv) all directors and named 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.
Beneficially Owned (1)
Total Shares
Outstanding
Beneficially Owned(1)
Total Shares
Outstanding(1) Shares Options Total 5% or Greater Stockholders: BlackRock, Inc.(2) 8,694,097 — 8,694,097 15.4% The Vanguard Group(3) 6,739,727 — 6,739,727 11.9% Invesco Ltd.(4) 3,663,825 — 3,663,825 6.5% Neuberger Berman Group LLC(5) 3,423,251 — 3,423,251 6.1% Directors: Kathleen A. Bayless 56,667 — 56,667 * Sujeet Chand, Ph.D. 18,166 — 18,166 * Richard A. D’Amore 141,382 — 141,382 * Gordon Hunter 75,041 — 75,041 * Keith D. Jackson 71,241 — 71,241 * William J. Miller, Ph.D. 500,077 — 500,077 * Lena Nicolaides, Ph.D. 10,559 — 10,599 * Mary Jane Raymond 24,320 — 24,320 * Thomas St. Dennis 52,184 — 52,184 * Named Executive Officers: William J. Miller, Ph.D. 500,077 — 500,077 * John Kiernan 79,560(6) — 79,560 * Adrian Devasahayam, Ph.D. 72,278 — 72,278 * Peter Porshnev, Ph.D. 113,686 10,000 123,686 * Susan Wilkerson 43,675 — 43,675 * All Directors and Executive Officers as a Group (13 persons) 1,258,836 10,000 1,268,836 2.2%
8, 2018.13, 2024. The address of this holder is 55 East 52nd Street, New York, New York 10055.(3)100 Vanguard Boulevard, Malvern, Pennsylvania 19355.2018.2024. The address of this holder is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.(4)1331 Spring Street NW, Suite 2500, Atlanta, Georgia 30309.9, 2018.12, 2024. The address of this holder is Building One, 6300 Bee Cave Road, Austin, Texas 78746.(5) Share ownership information is based on information contained1290 Avenue of the Americas, New York, New York 10104.Schedule 13G/A filed with the SEC on February 7, 2018. The address of this holder is 99 Summer Street, Boston, Massachusetts 02110.proxy statementProxy Statement anyone who filed a required report late or failed to file a required report. BasedWe note that two Form 4 reports, pertaining to sales of Veeco stock by our Chief Executive Officer and Chief Financial Officer under their 10b5-1 trading plans, were inadvertently filed five days late. Other than these two late filings, based on our review of forms we received, or written representations from reporting persons, we believe that during 20172023 all Section 16(a) filing requirements were satisfied on a timely basis.Thethe NASDAQ Stock Market LLC (“NASDAQ”).providerequire that at least two-thirds of the Board of Directors must be independent in accordance with the NASDAQ listing standards. In fact, 85.7%eight of Veeco’s seven continuingnine directors and nominees are independent (88.9%), and none serve on more than two other public company boards. AllWith one director/one meeting exception, all of Veeco’s directors attended each Board meeting held in 2017, and at least 75% of2023, together with all applicable committee meetings.meetings, for which they were eligible to attend. Veeco undergoes an annualcompletes a Board, committee and individual director self-evaluation process annually, and the independent directors, guided by the independent Lead Director,Chairman, meet regularly without management and perform an annual performance assessment of the Chief Executive Officer. - — Veeco adheres to written Corporate Governance Guidelines, adopted by the Board and reviewed by the Governance Committee from time to time.on a periodic basis. The Corporate Governance Guidelines govern director qualifications, conflicts of interest, succession planning, periodicannual board self-assessment and other governance matters. The Board has used an outside governance advisor to facilitate the board self-assessment at least every three years.Business Conduct - — Veeco maintains written standards of business conduct applicable to all of its employees worldwide. - — 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.Chief Executive Officer, President, Chief Financial Officerfifth Sustainability Report, documenting Veeco’s commitment to building and Chief Accounting Officer.Environmental, Health & Safetyexecuting an enduring sustainability strategy. - — Veeco maintains and enforces a written policy that applies to allthe Conflict Minerals rule of its employees with regard to environmental, healththe 2010 Dodd-Frank Wall Street Reform and safety matters. - — Veeco has adopted a written policy underpursuant to which it encourages directors to attend, and provides reimbursement for the cost of attending, director education programs. A majorityAll of Veeco’s Board members hashave attended one or more director education programs within the past five years. - — Veeco maintains a written policy that applies to all of its employees with regard toregarding the proper dissemination of Company information. - — Each of Veeco’sthe Board’s Audit, Compensation Governance and Strategic PlanningGovernance Committees has and maintains a written charter adopted by Veeco’sthe Board thatwhich establishes practices and procedures for each committee in accordance with applicable corporate governance rules and regulations.(www.veeco.com)(www.veeco.com) via the “Investors” page.providerequire 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, is reviewed when evaluating suitabilitypossible conflicts of individual directors for election.Veeco’s Board With the exception of Directors has determined thatDr. Miller, the Company’s CEO, all of the Company’s directors are “independent” within the meaning of the applicable NASDAQ listing standards, except Mr. Peeler, the Company’s Chairman and Chief Executive Officer.required to be and are independent“independent” in accordance with NASDAQ listing standards.2017,2023, 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 Ms. Bayless and Messrs. D’Amore, Hunter and St. Dennis.CommitteeBoard committee deems necessary.The Veeco’s Corporate Governance Guidelines providerequire that a director shall submit his or her resignation if he or she (i) changes his or her principal employment from what it was when he or she was elected as a director, or(ii) undergoes a change affecting his or her qualification as a director, or (iii) fails to receive the required number of votes for re-election. Upon receipt of such submission,notice, the Board shallis 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 also inform the Board of any other action it recommends be taken.Peeler,D’Amore, who the Company’s Chief Executive Officer, also servesBoard has determined to be independent. Mr. D’Amore 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.Board. We have a separate,full Board;Lead Director. Although we do not have a formal policy addressing the topic, we believe that when the Chairmandirectors;an employee of the Company or otherwise not independent, it is important to have a separate Lead Director, who is an independent director.Mr. D’Amore serves as the Lead Director. In that role, he presides over the Board’s executive sessions, during which our independent directors meet without management, and he serves as the principle liaison between management and the independent directors of the Board. The Lead Director also:· Confers with the Chairman of the Board regarding Board meeting agendas;· Has the authority to call meetings of the independent directors;· Chairs meetings of the independent directors including, where appropriate, setting the agenda and briefing the Chairman of the Board on issues discussed during the meeting;· Overseesmember;CEO;· ConsultsCEO and conveying to the CEO, together with the GovernanceChair of the Compensation Committee, the results of the CEO’s performance evaluation;Chairmansubject matter, determining the appropriate body, among the Board and any of the Board regarding assignment ofcommittees, to evaluate and assess each such proposal;membersproviding reports to various committees;the Board on the Chairman’s activities; and· Performsfunctionsduties as the Board may require.Mr. D’Amore has served as Lead Director since 2016.We believe the combination of Mr. Peeler as our Chairman of the Board and an independent director as our Lead Director is an effective structure for the Company. The division of duties and the additional avenues of communication between the Board and our management associated with this structure provide the basis for the proper functioning of our Board and its oversight of management.operations, as well as the risks associated with each.operations. The Audit Committee is responsible for oversight of Companythe 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 suchthe particular area, including the Company’s chief accounting officer,Chief Financial Officer (“CFO”), General Counsel, and internal auditor, and general counsel, 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, and potential conflicts of interest.interest, Board member succession planning, and the development and implementation of the Company’s corporate governance principles. The Company’s 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 thetheir management, of such risks, the entire Board is regularly informed about such risks through committee reports.our compensation programs and practices, 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,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.2017, Veeco’s2023, the Board of Directors held eightsix meetings. It is the policy of the Board to hold, as appropriate, executive sessions without management at every regularly scheduled board meetingand committee meetings and as requested by a director. The Lead DirectorChairman of the Board or Committee Chairperson,Chair, as appropriate,applicable, presides over these executive sessions. All members of the Board are welcome to attend the Annual Meeting of Stockholders. In 2017, Mr. Peeler was the only director who2023, no directors attended the Annual Meeting. The Board has established the following committees: an Audit Committee, a Compensation Committee and a Governance Committee and a Strategic Planning Committee.Ms. Bayless and Messrs. Jackson and Simone (Chairman)St. Dennis 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 eachall members of Ms. Bayless and Messrs. Jackson and Simone is anthe Audit Committee are “audit committee financial expert”experts” as defined by applicable SEC rules. During 2017,2023, the Audit Committee met fiveseven times.(within(within the meaning of Rule 16b-3 of the Exchange Act), and “outside directors” (within(within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended). None of the members of the Compensation Committee hashave interlocking relationships as defined by the SEC. The Compensation Committee consists of Ms. Bayless and Messrs. D’Amore, St. Dennis and Hunter (Chairman)(Chair). During 2017,2023, the Compensation Committee met ninefive times.committeeGovernance 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 (Chairman)(Chair). During 2017,2023, the Governance Committee met four times.Strategic Planning Committee. The Company’s Strategic Planning Committee oversees the Company’s strategic planning process. The Strategic Planning Committee consists of Messrs. D’Amore, Hunter, Simone, St. Dennis and Peeler (Chairman). During 2017, strategic planning matters were addressed by the full Board and, as a result, the Strategic Planning Committee did not meet in 2017.Board, takingBoard. 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 considering the general qualifications of the potential nominees including those characteristicsas described in theour Corporate Governance Guidelines as in effect from time to time.Guidelines. In selecting the director nominees, the Board endeavors to establish a diversitybalance of backgroundexperience and experiencebackground 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,business. Under our Corporatebusinesses. The Governance Guidelines,Committee will consider diversity among the Board periodically conducts a critical self-evaluation, including an assessmentmembers, in terms of business experience, professional expertise, geography, gender, sexual orientation, age, ethnicity and race, when recommending nominees to serve as members of the make-up of the Board as a whole.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. Board Skills & Experience Matrix as of March 21, 2024 DIRECTOR
SKILLS &
EXPERIENCE Bayless Chand D’Amore Hunter Jackson Miller Nicolaides Raymond St. Dennis Cybersecurity • • • • Environment,
Climate &
Sustainability • • • • Human Capital
Management • • • • • • • • • Risk Management • • • • • • • • • Board Diversity Matrix as of March 21, 2024 Total Number of Directors: 9 Female Male Non-Binary Did Not Disclose
Gender Part I: Gender Identity Directors 3 6 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 5 0 0 Two or More Races or Ethnicities 0 0 0 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 providedprovides that members of the Board of Directors who are not employees of Veeco shall be paid quarterly retainers as follows: for service as a Board member, $17,500; as chair of the Audit Committee, $5,000; as chair of the Compensation Committee, $3,750; as chair of the Governance Committee, $2,500; as chair of the Strategic Planning Committee, $2,500; and as Lead Director, $4,250. Changes to Veeco’s Director Compensation Policy were approved by the Board at a meeting held on August 1, 2017. In particular, effective as of October 1, 2017: (i) the quarterly retainer for service as Lead Director increased to $5,125, and (ii) quarterly retainers are now paid for certain non-chair committee membership, specifically in the amount of $2,500$17,500. Additional quarterly retainers are paid for Audit Committeecommittee membership, $1,875as follows: Board Committee Quarterly
Retainer for
Non-Chair
Membership ($) Quarterly
Retainer
for Chair
Membership ($) Audit 2,500 6,250 Compensation 1,875 3,750 Governance 1,250 2,500 Compensation Committee membership, and $1,250 for Governance Committee membership.service as the Board Chairman. Board members do not receive fees for attending meetings either in person or telephonically.2017, 2023,$120,000$140,000 per director. The restrictions on these shares lapse on the earlier of the first anniversary of the date of grant andor the date immediately preceding the date of the next annual meeting of stockholders. In addition, the Company’s Director Compensation Policy in effect for 2017 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 $400,000. Directors who are employees, such as Mr. Peeler,currently only Dr. Miller, do not receive additional compensation for serving as directors.2017.
or Paid in
Cash ($)(1)
Awards
($)(2)(3)
Compensation
($) Name
or Paid in
Cash ($)(1)
Awards
($)(2)(3) All Other
Compensation
($) Total ($) Kathleen A. Bayless 100,172 140,000 — 240,172 Sujeet Chand 75,000 140,000 — 215,000 Richard A. D’Amore 127,500 140,000 — 267,500 Gordon Hunter 90,000 140,000 — 230,000 Keith D. Jackson 90,000 140,000 — 230,000 Lena Nicolaides 73,750 70,000 — 143,750 Mary Jane Raymond 80,000 140,000 — 220,000 Peter J. Simone(4) 42,500 — — 30,824 Thomas St. Dennis 84,396 140,000 — 224,396
2017.3,5926,760 shares of restricted stock to each director on May 5, 2017.12, 2023 with the exception of Dr. Nicolaides, who received a pro-rata award of 3,380 shares of restricted stock on May 12, 2023 in accordance with the Company’s Board Compensation Policy. 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.$33.40$20.71 per share.2017,2023, there were outstanding the following aggregate numbernumbers of stock awards and option awards held by each non-employee director of the Company:Outstanding Equity Awards at Fiscal Year EndNameStock
Outstanding Equity Awards (#)OptionAwards (#) Name Stock
Awards (#) Option
Awards (#) Kathleen A. Bayless 3,592 — 6,760 — Sujeet Chand 6,760 — Richard A. D’Amore 3,592 — 6,760 — Gordon Hunter 3,592 — 6,760 — Keith D. Jackson 3,592 — 6,760 — Peter J. Simone 3,592 — 3,380 — Mary Jane Raymond 6,760 — Thomas St. Dennis 3,592 — 6,760 — lead directorofficers and anticipates that it will enter into similar agreements with any future directors and executive officers. Generally, the indemnification agreements are designed to provide the maximum protection permitted under Delaware law with respect tofor the indemnification of a director or executive officer.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 as a director or executive officer ofto 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 director or executive officercovered 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.12, 2018,13, 2024, are as follows:NameAge Age Position John R. Peeler 63Chairman and Chief Executive Officer 49 President Chief Executive Officer Shubham Maheshwari 46 Executive 61 Senior Vice President, and Chief Financial Officer John P. Kiernan 55 53 Senior Vice President, Finance, Chief Accounting Officer and TreasurerProduct Line Management Peter Porshnev, Ph.D. 60 Senior Vice President, Unified Engineering Susan Wilkerson 63 Senior Vice President, Global Sales & Services ![[MISSING IMAGE: ph_williammiller-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ph_williammiller-4c.jpg)
John R. Peeler has been Chief Executive Officer and a Director of Veeco since July 2007, and Chairman since May 2012. Prior thereto, Mr. Peeler was Executive Vice President of JDS Uniphase Corp. (“JDSU”) and President of the Communications Test & Measurement Group of JDSU, which he joined upon the closing of JDSU’s merger with Acterna in August 2005. Before joining JDSU, Mr. Peeler served as President and Chief Executive Officer of Acterna. Mr. Peeler joined a predecessor of Acterna in 1980 and served in a series of increasingly senior leadership roles including Vice President of Product Development, Executive Vice President and Chief Operating Officer, and President and CEO of TTC, a communications test equipment company. Mr. Peeler also serves on the board of IPG Photonics Corporation.sincebeginning 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. Prior thereto, Dr. Miller was Senior Vice President and General Manager of Veeco’s MOCVD business beginning in January 2009. From January 2006 tounit from January 2009 Dr. Miller wasto July 2010, and Vice President, General Manager of Veeco’s Data Storage equipment business.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.Shubham (Sam) Maheshwari ![[MISSING IMAGE: ph_johnkiernan-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ph_johnkiernan-4c.jpg)
ExecutiveSenior Vice President, and Chief Financial Officer of Veeco since May 2014. Mr. Maheshwari oversees Veeco’s Finance, Information Technology, Supply Chain and Global Manufacturing functions. FromJanuary 2020. Beginning in December 2011, to 2014, Mr. Maheshwarihe served as Chief Financial Officer of OnCore Manufacturing LLC, a global manufacturer of electronic products in the medical, aerospace, defense and industrial markets. From 2009 to 2011, he held various finance roles including Senior Vice President Finance, Treasury, Tax and Investor Relations at Spansion, Inc., a global leader in flash memory based embedded system solutions. Mr. Maheshwari helped lead Spansion’s emergence from bankruptcy to become a successful public company. From 1998 to 2009, he was with KLA-Tencor Corporation, a global semiconductor capital equipment manufacturing company, in various senior level corporate development and finance roles, including Vice President of Corporate Development and Corporate Controller. Mr. Maheshwari also serves on the board of Kateeva, Inc.John P. Kiernan has been Senior Vice President, Finance, Chief Accounting Officer and Treasurer, since December 2011, and also served as Corporate Controller from December 2011 through December 2017. From July 2005 to November 2011, Mr. Kiernan was Senior Vice President, Finance, Chief Accounting Officer and Corporate Controller. Prior thereto, he was Vice President, Finance and Corporate ControllerHe has held leadership positions of increasing responsibility in finance since joining Veeco from April 2001 to June 2005, Vice President and Corporate Controller from November 1998 to March 2001, and Corporate Controller fromin February 1995 to November 1998.1995. Prior to joininghis tenure with Veeco, Mr. Kiernan was anLLPLLP.
![[MISSING IMAGE: ph_adriandevasahayam-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ph_adriandevasahayam-4c.jpg)
![[MISSING IMAGE: ph_peterporshnev-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ph_peterporshnev-4c.jpg)
October 1991 through January 19952015 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 audit staffacademic positions, with Ernstincluding a professorship at his alma mater, Belarusian State University in Minsk, Belarus.![[MISSING IMAGE: ph_susanwilkerson-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ph_susanwilkerson-4c.jpg)
Young LLP from June 1984 through September 1991.supportsAnalysis describes Veeco’s current compensation programs and policies, which are subject to change.to meet the demandsthat solves an array of key global trends, such as enhancing mobility, increasing connectivity, and improving energy efficiency.challenging materials engineering problems for our customers. Our primary technologies includecomprehensive collection of ion beam, laser annealing, metal organic chemical vapor deposition (“MOCVD”), chemical vapor deposition (“CVD”), advanced packaging lithography, single wafer wet etch and clean, laser annealing, ion beam,processing, molecular beam epitaxy wafer inspection,(“MBE”), and atomic layer deposition systems. These(“ALD”) technologies play an integral role in producing light emitting diodesthe fabrication of key devices that are enabling the 4th industrial revolution of all things connected. Such devices include leading advanced node application processors for AI chips, mobile devices, high-speed data communications, and radio frequency (“LEDs”RF”) filters and power amplifiers for solid-state lightingfifth generation (“5G”) networks and mobile electronics, photonics devices for 3D sensing, advanced displays, and thin film magnetic heads for hard disk drives in the fabricationdata storage. In close partnership with our customers, we combine decades of applications and packagingmaterials know-how with leading-edge systems engineering to deliver high-volume manufacturing solutions with competitive cost of advanced semiconductor devices. Weownership. Serving a global and highly interconnected customer base, we have comprehensive sales and service operations across the Asia-Pacific, region, Europe, and North America regions to address our customers’ needs.We are focused on:· Providing differentiatedensure real-time close collaboration and responsiveness.to address customers’ current production requirementsindustries comprising Veeco’s served markets are highly cyclical and next generation product development roadmaps;· Investing to win through focused research and development in markets that we believe provide significant growth opportunities or are at an inflection point in semiconductor process equipment requirements, including LED, power electronics, photonics, front-end semiconductor, and advanced packaging technologies;· Leveraging our sales channel and local process applications support teams to build strong strategic relationships with technology leaders;· Expanding our services portfolio to improve the performance of our systems, including spare parts, upgrades, and consumables to drive growth, reduce our customers’ cost of ownership, and improve customer satisfaction;· Cross-selling our product portfolio across our broad customer base and end markets to both maximize sales opportunities and diversify our business;· Utilizing a combination of outsourced and internal manufacturing strategies to flex manufacturing capacity through industry investment cycles without compromising quality or performance; and· Pursuing partnerships and acquisitions to expand our product portfolio into new and adjacent markets to drive sales growth.Our products are sold to semiconductor and advanced packaging device manufacturers in the following four markets: Advanced Packaging, MEMS & RF Filters; LED Lighting, Display & Compound Semiconductor; Front-End Semiconductor; and Scientific & Industrial.2017 Business Highlights· We completed the acquisition of Ultratech, Inc. in May 2017. With the addition of Ultratech, we diversified our business, establishing ourselves as a leading equipment supplier in the advanced packaging market and greatly increasing our critical mass in the front-end semiconductor equipment market.· We increased sales to $484.8 million, a 46% increase over 2016, driven in part by improvements in LED industry conditions and sales into the front-end semiconductor and advanced packaging markets.· We achieved non-GAAP gross margins of 40.6%, delivering on our objective to realize gross margins of 40% or better.· We increased non-GAAP Operating Income to $31.3 million, as compared to a loss of $8.5 million in 2016.· We increased bookings to $571 million, an improvement of 53% over 2016.· We built our backlog to $334 million (the highest in 6 years), providing good first half 2018 visibility.· We continued to strengthen our MOCVD product portfolio with the successful launch of the EPIK 868 MOCVD system, a higher productivity tool with a superior cost of ownership for our customers.· We consolidated manufacturing in our New Jersey facility to improve efficiency and reduce costs.· We announced a share repurchase program of up to $100 million to be completed over the next two years.2017 Business ChallengesDespite the accomplishments and steps taken as described under “2017 Business Highlights” above, our stock price performance has been disappointing. We attribute this, in part, to the highly-specialized, cyclical nature of our business, which is characterized by periods of significant volatility and is oftenthat may be difficult to predict. Also, during 2017, we faced three specific challenges, among others:1.Ultratech Cyclicality. Following the Ultratech acquisition, orders from advanced packaging customers decreased, as customers delayed adoptionOur products require significant R&D investment sustained over long periods of new technologies. We maintainedtime, and our market share through this period but were negatively impacted by a down cycle in the advanced packaging lithography market.2.Increased Chinese Competition. We saw the emergence of Chinese MOCVD competitors who benefitted from Chinese “buy local” sourcing initiativescustomers’ buying decisions are highly dependent on technology trends and government incentives which allowed them to sell MOCVD equipment at significantly lower prices which, in turn, had a negative effect on Veeco’s financial performance.3.Patent Disputes. During 2017, we were engaged in intellectual property disputes with a Chinese competitorindustry supply and a domestic supplier. These disputes were settled in February 2018 but were expensive and added uncertainty to our business.facealign with these challenges, to align our costs with prevailing market conditions, to balance both the short- and long-term interests of both stockholders and executives, and, at the same time, attract and retain and continue to attract executives throughout inherentthrough extended business downturns, motivating them for our longer termlong-term success.the achievement ofachieving performance targets that are important to our stockholders and the success of the Company and its stockholders. This Compensation Discussion and Analysis describes Veeco’s current compensation programs and policies, which are subject to change.We structure ourCompany’s success. Our executive compensation program each yearis structured so that a meaningful percentage of compensation is tied to the achievementachieving objectives considered challenging in light of objectives that,anticipated market conditions at the time they are established, are considered challengingestablished.lightresponse to discussions with our stockholders. In particular, Veeco:then anticipated market conditions.delivercreate opportunities for competitive performance-based total compensation that reflects our culture, and the markets we serve.serve and our performance. The primary objectivesobjective of Veeco’sour executive compensation programs arestrategy is to attract, retain and motivate executives critical to the Company’sachieve long-term growth and success. The Company’s executive compensation programs are designed to reward executivessuccess 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. Additionally, theThe ratio of performance-based compensation to fixed compensation shouldshall increase with the executive’s 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. A significant portion of potential compensation should be performance- and equity-basedtime-based equity to more closely align the interests of executives with those of our stockholders. Compensation levels should be fair, internally and externally, and competitive with overall compensation levels at other companies with whichwhere we compete for talent. Our compensation programs should promote our ability to both attract and retain our employees, including our executives. performance-based restricted stock unit (“PRSU”)PRSU awards, time-based equity awards and an annual target bonus.bonus opportunity. As illustrated in the following charts, 71.9%83% and 68.5%63% of the target2023 compensation packages for our CEO and our other named executive officers (“NEOs”),NEOs, respectively, arewas comprised of equity-based and performance-based compensation. (Veeco’s NEOs are identified in the Summary Compensation Table.)CEO Compensation Elements Other NEO Compensation Elements 
![[MISSING IMAGE: pc_ceo-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/pc_ceo-4c.jpg)
![[MISSING IMAGE: pc_neo-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/pc_neo-4c.jpg)
(hereinafter in(in this Compensation Discussion and Analysis, section, 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 threefour independent directors, who are appointedannually. The Committee works closely with the Company’s CEO and the Senior Vice President,Head of Human Resources, and has access to, and relies on information provided by, Compensation Strategies, Inc., the Company’s independent compensation consultants.with which we competewhere Veeco competes for talent. To this end, the Company utilizes a number ofseveral resources, which during 2017, included: meetings with Compensation Strategies, Inc., an independent compensation consultant;2023 included compensation surveys prepared by Radford; andRadford, together with executive compensation information compiled by Compensation Strategies, Inc. from the proxy statements of other companies, including a peer group. the companies that closely resemble Veeco based on industry, and competition for talent. The Peer Group has been comprised of companies smaller than, similar totalent, and larger than Veeco.size. In 2017,April 2022, the Compensation Committee reviewed our Peer Group strategy and made changes to more closely align with Veeco’s market segments anddetermined that, based on theserevenue and market capitalization. This resulted in a 2017revenue), the Peer Group consistingconsisted of the following seventeen companies:22 companies, which was utilized for 2023 compensation planning:3D Systems Corporation*MACOM Technology Solutions*Advanced Energy Industries,Corporation
ACM Research, Inc.MKS Instruments,
Ambarella, Inc.
Axcelis Technologies, Inc.
Azenta, Inc.
Badger Meter, Inc.*
CMC Materials, Inc.
Cohu, Inc.
Enphase Energy, Inc.
FARO Technologies, Inc.
FormFactor, Inc. Ichor Holdings Ltd.
Lattice Semiconductor Corporation
NeoPhotonics Corporation
nLIGHT, Inc.
Onto Innovation, Inc.
OSI Systems, Inc.*Brooks Automation, Inc.
Photronics, Inc.*Cabot Microelectronics Corporation*
Quantum Corporation
Rambus Inc.
Universal Display Corporation
Vishay Precision Group, Inc.Pure Storage, Inc.*Cray Inc.*Rudolph Technologies, Inc.Entegris, Inc.*Semtech Corporation*FormFactor, Inc.*Kulicke and Soffa Industries, Inc.Xperi Corporation (formerly Tessera HoldingCorporation)**New member of the Peer Group following the Committee’s 2017 review.Applied Materials, Inc., Axcelis Technologies, Inc., Cohu, Inc., KLA Tencor Corporation, Lam Research Corporation, Nanometrics Incorporated, Newport Corporation, Teradyne, Inc., Ultratech, Inc., and Xcerra Corporation were removed from our Peer Group in 2017 as these companies were either no longer independent entities or did not align with Veeco’s market segments and size as measured by revenue and market capitalization.itsthe Peer Group and the Radford survey (hereinafter collectively, the “market data”) as one ofamong several other factors used inwhen setting compensation. The Company’s compensation consultant uses statistical regression techniques to adjust market data toWe construct representative 50th-75th percentile market pay levels that are reflectiverepresentative of Veeco’s size based on revenues.the 50th percentile of the market data. Although the Committee considers the executive compensation practices of the Peer Group companies and broader market data in setting compensation, it does not benchmark compensation to any specific percentile or ranking within our Peer Group.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.2017,2023, total target compensation opportunities of Veeco’s NEOs and other executives werewas generally reflective ofaround 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 20172023 was below targeted opportunity levels.Senior Vice President,Head of Human Resources to consider recommendations with respect tohisCEO compensation without him present.Prior toBefore each meeting, the Committee ismembers 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 Senior Vice President,Head of Human Resources are regularly invited to attend Committee meetings but the Committee meets privately in executive sessionssession to consider certain matters including, but not limited to, the compensation of the CEO.ElementDescription / CharacteristicsPrimary��ObjectivesBase Salary· Annual cash compensation
· Attract and retain highly qualified talentAnnual Cash Incentive· 100% performance-based cash compensation· Mix of annual financial and individual goals· Awards range from 0% to 200% of targets established for each executive· Align executive compensation with annual goals important to the success of the Company· Promote a pay-for-performance cultureEquity-based Compensation· Combination of time- and performance-based awards (performance-based comprising the majority)· Long-term (typically 3 — 4 years) stock-based compensation· PRSU awards granted with target performance period of 3 years· PRSU awards earned based on financial metrics and subject to forfeiture· Incentivize long-term performance· Serve as a retention incentive· Align the interests of executives with stockholders in the creation of long-term value· Foster a culture of stock ownershipBenefits & Perquisites· Senior Executive Change in Control Policy· Company-subsidized health and welfare benefits· 401(k) savings plan· Encourage executives to act in the best interests of stockholders· Promote productivity, remain competitive, and increase employee loyalty to the Company![[MISSING IMAGE: tbl_program-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/tbl_program-4c.jpg)
below describe the process for determining each of the four elements of the executive compensation program.process.and compensation review processes. In 2017,March 2023, following a review of the market data and in conjunction with management’s recommendations, the Committee increased base salaries as follows:(1) Mr. Peeler’s base salary has not been increased since April 2011. Name 2022
Base Salary 2023
Base Salary Percent
Change W. Miller $ 633,400 $ 633,400 0.0% J. Kiernan $ 418,400 $ 418,400 0.0% A. Devasahayam $ 383,400 $ 383,400 0.0% P. Porshnev $ 418,400 $ 418,400 0.0% S. Wilkerson $ 408,400 $ 408,400 0.0% Planthe achievement ofachieving 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 Company performance objectives that,which are, in turn, are linked to the creation of stockholder value. The Company utilizes profitability as measured by adjusted operating income, as the financial element of its bonus plan. To help achieve our goalThe total bonus award for an individual was capped at 200% of retaining key talent, executivestarget bonus. Executives must generally be employeesemployed at the time awards are paid to be eligible to receive a bonus for that period.8, 2017,6, 2023, the Committee approved the 20172023 Management Bonus Plan (the “2017“2023 Plan”) and the specific metrics thereof. Under the 2017The 2023 Plan the bonus iswas 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 2023 Plan because it closely aligns operating performance with earnings per share, a key driver of shareholder value. If 2023 Adjusted Operating Income exceeded $30 million (the “Threshold” performance level), a bonus pool would be funded with a fixed percentage of Adjusted Operating Income; the bonus pool would not be funded and bonus awards would not be earned if Adjusted Operating Income results were below this Threshold. If the pool is funded, bonus awards to participants would be made from this fixed pool in accordance with the participants’ target bonus amounts. For 2023, the Committee established a stretch bonus target that would fund 63.1% of target bonuses for achievement of the 2023 business plan. The Committee further established an accelerated bonus pool funding rate that would fund 100% of target bonuses for achievement of 130% of the 2023 business plan. These measures were adopted in anticipation of a challenging year and out of a desire to balance the interests of shareholders and employees. The Adjusted Operating Income level required to earn a target award in 2023 represented a 14% increase over the 2022 target level and a 39% increase over 2022 actual performance. ��� Performance Level Adjusted
Operating Income
($ million) Funded Percent of
Bonus Targets Maximum $ 265.5 200% Target $ 162.1 100% Business Plan $ 124.0 63.1% Actual $ 122.4 62.3% Threshold $ 30.0 15.3% the cost of bonuses,bonus expenses, interest, taxes and amortization, adjusted to exclude share-based compensation expense,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 andcosts.stepped-up cost of goods sold associated with the purchase accounting of acquired inventory.The Committee elected to use Operating Income as the 20172023 Plan, financial metric since it closely aligns operating performance to earnings per share, a key driver of shareholder value. If 2017 Operating Income is greater than $2 million (the threshold performance level), a bonus pool is funded with a fixed percentage of Operating Income. The bonus pool is not funded and bonus awards will not be earned if Operating Income results are less than the threshold performance level. The bonus pool would be fully funded and awards paid at 100% of target for Operating Income equal to $45.8 million. Awards to participants will be made from this fixed pool in accordance with their target bonus amounts. 25% of aeach participant’s target bonus after adjustment for Operating Income results, will be modifiedwas based on 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.On May 26, 2017, the Company acquired Ultratech, Inc. Shortly thereafter, the Committee approved a proposal to exclude Ultratech operating income from the 2017 Plan financial results. However, following a review of year-end financial results, the Committee decided to include Ultratech results in the 2017 Plan financial results, which had the effect of reducing 2017 bonus awards as a result of losses incurred at Ultratech during 2017.For 2017, Operating Income of $42.0 million exceeded the threshold and the bonus pool was funded at 91.6% of target, as follows:
($ million)Under the 2017 Plan, 25% of the adjusted target may be adjusted based on individual performance measured against pre-established performance goals (the “Individual Element”), provided the minimum level of Operating Income required to fund the bonus is achieved. Actual awards for individual performance will bewere then paid from a fixed pool and may rangeranged from zero50% to 150% of the target for individual performance. the NEOs other than Mr. Peeler,Dr. Miller, actual awards for NEO individual performance were based on results compared to goals set by Mr. PeelerDr. Miller at the beginning of the year in connection with the Company’s performance management process. The individual performance goals for these NEOs included functional objectivesincluded: (1) financial goals incorporating revenue, gross margin, bookings and individual objectives related to specific initiatives. The goals were not weightedexpenses; (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. After evaluating the award was considered on the totality of the individual performance results for each executive. After evaluation, Mr. Peeler madeof the NEOs, Dr. Miller proposed, and the Committee approved, awards for individual performance recommendationsranging from 90% to the Committee for each105% against a target of these NEOs, as set forth in the table below, reflecting the challenges faced during 2017.Mr. Peeler’s individual performance goals for 2017 were set by the Board at the beginning of the year100% and included: (1) increasing revenue versus a specific goal, (2) improving profitability versus a specific goal, (3) executing the Company’s acquisition strategy, (4) developing the Company’s organization and leadership, and (5) leading the Company through unexpected adversity and opportunity to maximize shareholder value. Following the plan year, it was determined that: (1) excluding acquisition results, revenue increased by 26%; (2) profit increased eleven-fold; (3) the Company completed the Ultratech acquisition in May 2017; (4) leaders in all of the Company’s businesses and key functions are performing well; and (5) an intellectual property dispute with a Chinese competitor was successfully resolved. The Committee discussed Mr. Peeler’s overall performance in executive session and awarded 50% ($92,173) (out of a maximum of 150%) of the value for the Individual Element of his bonus in recognition of his strong leadership during this challenging year but acknowledging, nonetheless, disappointment in the stock price.Messrs. Peeler, Maheshwari and Kiernan and . 2023 Goals Miller Kiernan Porshnev Devasahayam Wilkerson ✓ ✓ ✓ ✓ n/a Bookings ![[MISSING IMAGE: ic_cross-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ic_cross-bw.jpg)
Semi Penetration ✓ n/a ✓ ✓ ✓ Product Development ✓ n/a ✓ ✓ n/a Customer Satisfaction & Quality ✓ n/a ✓ n/a ✓ Culture / Leadership Development ✓ ✓ ✓ ✓ ✓ ESG ✓ ✓ ✓ n/a n/a
Goal Met: ✓
Goal Missed: 20172023 Plan awards as follows:
(Total Amount /
% of Base
Salary)
Performance
Adjusted Target
(91.6% of
Target)
Performance
Award
(75% of Adjusted
Target)
Performance
Target
(25% of
Adjusted
Target)
Performance
Award
% / $
Award
(Total Amount /
% of Target) Name
(Total Amount /
% of Base Salary) Financial
Performance
Adjusted
Target
(62.3% of
Target) Financial
Performance
Award
(75% of
Adjusted
Target) Individual
Performance
Target
(25% of
Adjusted
Target) Individual
Performance
Award
% / $
Award
(% of Target/
Total Amount) W. Miller $696,740 / 110% $ 434,069 $ 325,552 $ 108,517 100.0% / $108,517 62.3% / $434,069 J. Kiernan $313,800 / 75% $ 195,498 $ 146,623 $ 48,874 100.0% / $ 48,874 62.3% / $195,498 A. Devasahayam $230,040 / 60% $ 143,315 $ 107,486 $ 35,829 105.0% / $ 37,620 63.1% / $145,107 P. Porshnev $251,040 / 60% $ 156,398 $ 117,299 $ 39,100 105.0% / $ 41,055 63.1% / $158,353 S. Wilkerson $306,300 / 75% $ 190,825 $ 143,119 $ 47,706 90.0% / $ 42,936 60.7% / $186,054 6, 2018,5, 2024, the Committee approved the 2018 Bonus2024 Annual Incentive Plan (the “2018“2024 Plan”). Under, which is similar to the 20182023 Plan in most respects. For 2024, the Committee established a stretch bonuswill be based onfor achieving the 2024 business plan. The Committee further established an accelerated bonus pool funding rate that would fund 100% of target bonuses once the Company achieves approximately 115% of the 2024 business plan. These measures were adopted in anticipation of a challenging year and out of a desire to balance the interests of shareholders and employees. The Committee elected to retain Adjusted Operating Income as the financial performance ofmetric for the Company, as measured by Operating Income. If Operating Income exceeds a predetermined threshold, which is increased to $10.02024 Plan and the $30 million in 2018, a bonus pool will be funded with a predetermined fixed percentage of Operating Income. Thethreshold. Accordingly, the bonus pool will not be funded and bonus awards will not be earned if Adjusted Operating Income results areis less than $30 million. If the threshold performance level. Awardspool is funded, awards to participants will be made from this fixed pool in accordance with theiraccording to the participants’ target bonus amounts. 25%Twenty-five percent (25%) of a participant’s target bonus, adjustedafter adjustment for Adjusted Operating Income results, will be modified based on individual performance.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 zero0% to 150%.Operating Income would need to nearly double over 2017 results for the NEOs to earn target bonuses under the 2018 Plan. The total bonus award for an individual will beis capped at 200% of target bonus.bonus awards under the 2018 Planbonuses for 2024 for each NEO areof the NEOs were neither increased nor decreased and, expressed as a percentagepercent of base salary. For 2018, the annual target bonus for Messrs. Peeler, Maheshwari and Kiernan is 115%, 80% and 50%, respectively, and 100% for Dr. Miller. Name Target Bonus
for 2024 W. Miller 110% J. Kiernan 75% A Devasahayam 60% P. Porshnev 60% S. Wilkerson 75% therefore actingin 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 majority of long-term incentivesincentive value for higher-level executives, including the NEOs, should take the form of performance-based equity compensation, and is committed to this principle on a going forward basis.certain other key employees in 2017 to create a clear and meaningful alignment between compensation and stockholder return. These awards include restricted stock or restricted stock units (hereinafter collectively, “restricted stock”) and performance-based restricted stock units.The Company considered several factors in2023: Performance-based Restricted Stock Units Time-based Restricted Stock Name Date of
Grant Amount Fair
Market
Value Per
Share
Value ($)(1) Amount Fair
Market
Value
Per Share Total
Value
($) W. Miller 03/13/2023 81,250 $ 20.82 $ 1,691,625 43,750 $ 20.82 $ 910,875 J. Kiernan 03/13/2023 17,550 $ 20.82 $ 365,391 9,450 $ 20.82 $ 196,749 A. Devasahayam 03/13/2023 15,600 $ 20.82 $ 324,792 8,400 $ 20.82 $ 174,888 P. Porshnev 03/13/2023 15,600 $ 20.82 $ 324,792 8,400 $ 20.82 $ 174,888 S. Wilkerson 03/13/2023 15,600 $ 20.82 $ 324,792 8,400 $ 20.82 $ 174,888 design of the 2017 equity award process. Long-term incentive compensation guidelines, denominated as a dollar value and based on the market data (as discussed above), were developed for each of the NEOs and the other executives. Stock awards were valued atgrant date fair market value of the target number of shares subject to the award and not discountedthe grant date fair value as determined under generally accepted accounting principles, which is reflected in the Summary Compensation Table.reflectdetermine 2023 equity awards. Upside for participants could be realized based on an increase in stock price and, for PRSU award recipients,impactnumber of vesting. actual value of stock awards granted to each individual wasrecipients were based on several factors including, but not limited to: (i) the Company’sCompany guidelines (as described above), (ii) the individual’sbased on position and level of responsibility, (iii)(ii) past performance and ability to affect future Company performance, (iv)and (iii) noteworthy achievements and (v)achievements. Grants were awarded from a pre-determined fixed budget for awards.budget. The CEO used these factors to arrive at a recommendation for each of his direct reports. This recommendation was divided into performance-the recipients and time-based awards, such that more of the award was designated as performance-based. The CEO then discussed the rationale for his recommendations with the Committee.CEO presented2023 PRSU awards are based on the final recommendationsCompany’s 3-year TSR as compared to the Committee3-year TSR of the Russell 2000 Index (the “PRSU Peer Group”) and may be earned as illustrated below. Any units which are not earned will be forfeited. The 2023 TSR performance metrics included a stretch target requiring the achievement of the 55th percentile of the PRSU Peer Group to earn a target award. Performance Range Percentile Rank of
Russell 2000 Index Maximum 200% Target 100% Threshold 50% Below Threshold 0% approval.On June 16, 2017,2024, the “PRSU Peer Group”) in accordance with the following table. Any units which are not earned will be forfeited. Performance Range Percentile Rank of
Russell 2000 Index Maximum 200% Target 100% Threshold 50% Below Threshold 0% appropriate values of annual equity awards for Dr. Miller and Mr. Maheshwari were $1,056,000 and $735,000, respectively. At that time, however, the Committee decided to grant equity awards to Dr. Miller and Mr. Maheshwari valued at approximately $850,000 and $600,000, respectively. The Committee agreed to consider granting the balance of the equity awards at the end of the year subject to a review of Company performance (including total shareholder return and other financial metrics) and individual performance. The June 2017 awards were split into performance- and time-based restricted stockthree-year TSR target associated with a ratio of approximately 51% to 49%, respectively; see discussion regarding Performance-based Restricted Stock Unit Awards below. The Committee also approved an equity award package to Mr. Kiernan in the amount of approximately $200,000, with a performance-based to time-based ratio of 51% to 49%.In December 2017, based on Mr. Peeler’s recommendation and a review of Company performance, the Committee elected to forego granting any portion of the balance of the equity awards previously approved for, but not granted to, Dr. Miller and Mr. Maheshwari in June 2017. As a result, Dr. Miller and Mr. Maheshwari were awarded equity compensation for 2017 in the amounts of approximately $850,000 and $600,000, respectively, and forwent the remaining $206,000 and $135,000 in awards, respectively.The Committee determined Mr. Peeler’s 2017 equity award in conjunction with an analysis of his total compensation package, a review of market data and his performance during 2017 and a review of the stockholder advisor quantitative pay-for-performance methodology. The Committee reviewed a tally sheet setting forth the components of compensation for Mr. Peeler, including base salary, annual incentive bonus, prior stock option and restricted stock grants, potential stock option and restricted stock gains, and the dollar value to Mr. Peeler and cost to the Company of all perquisites and other personal benefits. Based on its review, the Committee concluded that Mr. Peeler’s compensation, in the aggregate, is reasonable and appropriate in light of our desire to retain him, the stated objectives of the Company’s compensation programs and the Company’s financial and operating performance. On June 16, 2017, the Committee approved an equity award to Mr. Peeler valued at approximately $1,642,000, and granted equity valued at approximately $985,000, which was split into performance- and time-based restricted stock with a ratio of 51% to 49%, respectively (see discussion regarding Performance-based Restricted Stock Unit Awards below). The Committee agreed to consider granting the balance of the award, approximately $657,000, at the end of the year, subject to a review of Company performance (including total shareholder return and other financial metrics) and individual performance.In December 2017, based on Mr. Peeler’s recommendation and a review of Company performance, the Committee elected to forego granting any portion of the balance of the equity award approved for, but not granted to, Mr. Peeler in June 2017. As a result, Mr. Peeler’s 2017 equity-based compensation was approximately $985,000, and he forwent the remaining $657,000 in awards.Mr. Peeler’s performance-based and time-based restricted stock awards carry the same terms as awards granted to the other NEOs, as described below.During 2017, the Committee granted equity awards to the NEOs specifically as follows:
Grant
Market
Value Per
Share
($)
Market
Value Per
Share
Value
($)Performance-based Restricted Stock Unit AwardsA majority of the total long term incentive awards granted in 2017 may be earned subject to the achievement of designated financial performance criteria. If the applicable performance criteria are not achieved within the designated time, the PRSU awards granted to the NEOs will be completely forfeited.2017 PRSU AwardsOne-halfNEO’s in March of 2020 had been exceeded. The Company’s 3-year TSR was at the 72.8th percentile of the PRSUs may be earned based on cumulative revenue (the “Revenue Units”) and one-halfRussell 2000 3-year TSR, resulting in an award of the PRSUs may be earned based on cumulative adjusted EBITDA (the “EBITDA Units”), expressed as a percentage191.2% of cumulative revenuetarget for the same period, each based on a target performance period of three years. We use cumulative targets because they encourage our executives to focus on longer-term targets that will serve to benefit shareholders over a period of years, rather than simply focusing on a series of shorter-term results. Up to an additional 50% of Revenue Units (the “Above-Level Revenue Units”) and EBITDA Units may be earned as a result of exceeding the respective targets. We define adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, adjusted to exclude share-based compensation expense, 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 and the stepped-up cost of goods sold associated with the purchase accounting of acquired inventory.The Revenue Units (other than the Above-Level Revenue Units) will be earned if the cumulative revenue targets established at the beginning of the performance period are met as set forth in the table below:Revenue Unit AwardTarget Achievedduring…Percentage of RevenueUnits EarnedQ2 2020 to Q1 2021100%Q2 202190%Q3 202180%Q4 202170%Q1 202260%Q2 202250%Q3 202240%Q4 202230%After Q4 20220%If the cumulative revenue target is achieved prior to Q2 2020, the Above-Level Revenue Units will be earned, calculated as an additional 12.5% of the Revenue Units for each quarter achieved prior to Q2 2020. Above-Level Revenue Units will be capped at 50%. Revenue Unit Awards, including Above-Level Revenue Unit awards, will vest on the date on which it is determined that the applicable target has been achieved.EBITDA Units will be earned if, following the three-year performance period, the Company meets an adjusted EBITDA target, expressed as a percentage of three-year cumulative revenue. The number of EBITDA Units earned will range from 0%-150%. The EBITDA units will vest, if earned, at the time of the filing of the Form 10-Q for the second quarter of 2020.EBITDA Performance vs. GoalEBITDA Units EarnedMaximum150%Target100%Threshold50%Below Threshold0%Performance against the cumulative revenue target and the cumulative EBITDA target will first be assessed upon the filing of the Form 10-Q for the second quarter of 2020, three years after the grant date. The EBITDA Units earned will be determined at that time with awards ranging from 0% to 150%.2014 PRSU AwardsOn June 12, 2014, the Committee granted PRSUs to the NEOs and other executives that may be earned based on the length of time required to achieve cumulative revenue and EBITA targets (the “Performance Targets”), each applicable to one half of the award. Under the terms of the grant, 100% of the PRSUs would be earned if the Performance Targets were achieved within three years of the grant date. The number of PRSUs earned would be reduced if the Performance Target is achieved later than three years after the grant date and fully forfeited if the Performance Targets are not achieved within four and one half years from the grant date.In February 2018, the Committee determined that the cumulative revenue target ($1,359,290,000) was achieved during the fourth quarter of 2017, three and one half years after the grant date. The number of units earned was reduced by 25% in accordance with the terms of the grant. One half of the units earned became vested upon such determination; the remaining half shall vest, subject to the executive’s continued service, one year later.2016 Critical Priorities PRSU AwardsOn June 14, 2016, the Committee granted PRSUs to the NEOs and other executives which were based on achieving specific Critical Priorities directly relating to long-term performance including: (i) reducing costs, (ii) consolidating manufacturing sites, (iii) completing a significant acquisition, (iv) executing plans for success in the MOCVD business, and (v) reducing losses associated with the ALD business. The balance of the 2016 PRSU award was based on the achievement of three-year cumulative revenue and EBITDA goals. The Critical Priorities PRSU awards were subject to full forfeiture and offered no opportunity for upside.In July 2017, the Committee determined that the objectives relating to consolidating manufacturing sites and plans for success in the MOCVD business were not fully achieved. As a result, a portion of the award was forfeited and 82% of the Critical Priorities performance targets were determined to have been achieved.55grants,award, 191.2% of the Awards were further reduced bytarget award was earned, and 100% of the value of awards earned under the 2016 Management Bonus Plan. The resulting Critical Priorities PRSUs becameunits vested immediately.upon such determination. the benefits and perquisites to its executive officers, thatwhich it believes are required to remain competitive with the goal of promoting enhanced employee productivity and loyalty to the Company. The Committee periodically reviews the levels of benefits and perquisites provided to executive officers. TheCompany’s NEOs participate in the Company’s 401(k) savings plan and other benefit plans on the same basis as other similarly-situatedsimilarly situated employees. The Company provides Committee periodically reviews the benefits and perquisites provided to its executive officers who, for 2023, included eligibility for the following:an eligible employeea participant contributes, up to 6% of such employee’s eligible compensation, up to a maximum of $8,100.$9,900. The plan calls for the vesting of Company contributions over the initial five years of a participant’s employment with the Company. The Company also provides Company;insuranceinsurance; its employees, including the NEOs. The amounts of the Company’s 401(k) matching contributions, and group term life insurance premiums, for the NEOsand wellness incentives are included under the caption “All Other Compensation” in the Summary Compensation Table below. TheNote that the Company also provides adiscontinued its practice of providing car allowance for each of the NEOs. Such amounts are also included under the caption “All Other Compensation”allowances to its executive officers in the Summary Compensation Table. 2023.In addition, the Company reimburses Mr. Peeler’s reasonable housing and related transportation expenses. On June 12, 2017, the Company amended its employment agreement with Mr. Peeler solely for the purpose of extending the Company’s existing obligation to reimburse Mr. Peeler for his reasonable housing expenses in the Plainview, New York area, and his transportation expenses to/from the Plainview area from/to his home in Maryland through June 12, 2020 (provided that such amounts shall not exceed $75,000 per year). For 2017, the actual expenses associated with Mr. Peeler’s housing and transportation allowance were approximately $42,634 (57% of the maximum). No tax gross-up is provided to Mr. Peeler in connection with this reimbursement.Policy. This policy was designed to provide specified executives, including Dr. Miller and Messrs. Maheshwari and Kiernan, with severance benefitsPolicy which is described in the event that their employment is terminated under qualifying circumstances related to a change in control. Mr. Peeler is not covered by the Senior Executive Change in Control Policy (see Potential Payments Upon Termination or Change in Control below for an explanation of benefits payable to Mr. Peeler in connection with his termination, including in connection with a change in control). The Committee recognizes that, as is the case for most publicly held companies, the possibility of a change in control exists, and the Company wishes to ensure that the NEOs are not disincentivized from discharging their duties with respect to a proposed or actual transaction involving a change in control. Accordingly, through the adoption of the Senior Executive Change in Control Policy, the Company has provided additional inducement for such NEOs to remain in the employ of the Company in the event of a proposed change in control. Committee acknowledges that the Company’s financial performance has lagged in certain respects, as reflected in the Company’s lower stock price and reduced stockholder value. The use of performance-based compensation has had the intended effect of reducing compensation for our executives, subjecting them to the same diminished value felt by our stockholders.Nevertheless, the success of our Company hinges upon our ability to effectively compete for talent. Given the environment in which we operate, the Committee believes that our compensation practices are balanced and competitive and have enabled Veeco to attract andTheIncreases 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.The impact of the Company’s performance-based compensation strategy includes the following:· Cash bonus awards to the NEOs have been below target in each of 2015, 2016 and 2017.· 2017 cash bonus awards reflect an increase over 2016 bonuses based on an approximately eleven-fold increase in profit.· In 2016, Mr. Peeler forfeited 100% of his cash bonus award on a discretionary basis; cash bonuses to the other NEOs were awarded at less than 30% of target, reflecting the Company’s underperformance.· 2017 equity awards to the NEOs, including Mr. Peeler, were reduced significantly from 2016, with reductions ranging in value from 30% to 50% (as in the case of Mr. Peeler).· From 2016 to 2017, total compensation for Mr. Peeler, Dr. Miller and Messrs. Maheshwari and Kiernan has decreased by 9%, 11%, 10% and 2%, respectively.stockholders. We have determined thatstockholders, including their opinions on our executive compensation. Accordingly, each year we ask our stockholders should vote, and do in factto vote on a say-on-pay proposal on executive officer compensation each year.compensation. At the 2015, 20162023, 2022 and 20172021 annual meetings of stockholders, approximately 97%, 86%97% and 76%96%, respectively, of votes were cast in favor of our say-on-pay proposal.NEO’sNEOs and Other Key EmployeesGuidelines.·Guidelines, as follows:holdmaintain 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;·salary);PresidentCFO is required to holdmaintain a Veeco stock with a value equal to at least three times his base salary;· Executive Vice Presidents are required to hold Veeco stockinterest with a value equal to at least two times theirhis base salaries;salary; and·holdmaintain a Veeco stock interest with a value equal to at least their base salaries.of the covered individuals wereare either in compliance with our Stock Ownership Guidelines or have a period of time remaining to meet the required ownership level.an insider trading policy whicha Securities Trading Policy that 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.Compensation Committee takes into accountconsiders the financial impact and tax effects that each element of compensation will or may have on the Company and the executives.iswas repealed and the $1 million deduction limit generally applies to (i) anyone serving as our chief executive officerCEO or our chief financial officerCFO at any time during athe taxable year, and(ii) our top three other highest compensated executive officers serving at fiscal year-end. Theseyear-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 generally apply to taxable years beginning after December 31, 2017, but generally 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. Compensation Committee will continue to monitor developments under the TCJA and will continue to consider steps that might be in our best interests to comply with Section 162(m), including the impact fromof the TJCA. The Compensation Committee’s present intention isTJCA, but presently intends to structure executive compensation so that it will be predominantly deductible, while maintainingretain flexibility to take actions whichthat 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.20172023 compensation program met these objectives and that the Company’s 20182024 compensation program is appropriate in light of the challenges facing the Company and its employees.2017.2023. Based on theupon this review and thethese discussions, the Committee recommended to the Board of Directors, (andand the Board approved),approved, that the Compensation Discussion and Analysis be included in Veeco’s proxy statementProxy Statement for its 20182024 Annual Meeting of Stockholders.
Richard A. D’Amore
Gordon Hunter (Chairman)
Thomas St. Dennis20172023 to (a) the principal executive officer of Veeco, (b) the principal financial officer of Veeco, and (c) each of the three next most highly compensatedhighly-compensated executive officers (as defined in Rule 3b-7 under the Exchange Act) of Veeco serving at the end of the year of which there were two as of December 31, 2017 (the “NEOs”).
Position
($)
($)
Awards
($) (1)
Awards
($)
Equity
Incentive
Plan
Compensation
($) (2)
Other
Compensation
($) (3) Name and Principal Position Year Salary
($) Bonus
($)
Awards
($)(1) Option
Awards
($)
Incentive
Plan
Compensation
($)(2)
Other
Compensation
($)(3) Total ($) William J. Miller 2023 633,400 — 3,531,188 — 434,069 12,347 4,611,004 CEO 2022 618,077 — 4,741,020 — 535,990 19,797 5,914,884 2021 590,385 — 3,122,580 — 793,459 20,077 4,526,501 John P. Kiernan 2023 418,400 — 762,737 — 195,498 13,664 1,390,299 SVP, CFO 2022 404,231 — 1,580,340 — 251,228 22,394 2,258,193 2021 379,231 — 910,753 — 338,250 21,332 1,649,566 Adrian Devasahayam 2023 383,400 — 677,988 — 145,107 11,142 1,217,637 SVP, Product Line Mgmt. 2022 371,539 — 987,713 — 179,230 19,572 1,558,054 2021 356,539 — 780,645 — 255,698 19,902 1,412,784 Peter Porshnev 2023 418,400 — 677,988 — 158,353 13,739 1,268,480 SVP, Unified Engineering 2022 406,539 — 987,713 — 195,958 20,802 1,611,012 2021 392,693 — 780,645 — 280,558 20,105 1,474,001 Susan Wilkerson 2023 408,400 — 677,988 — 186,054 31,576 1,304,018 SVP, Global Sales &
Services 2022 396,539 — 987,713 — 245,100 22,119 1,651,471 2021 382,692 — 780,645 — 341,819 17,901 1,523,057
stock.stock with time-based vesting and performance-based restricted stock units (“PRSUs”). The vesting of the PRSUs awarded in 2023 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. Theawards computed in accordance with ASC Topic 718 which, in the case of the 2023 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 13 to our audited financial statements for the fiscal year ended December 31, 2023, which are included in our Annual Report on Form 10-K. For 2023, the amounts shown in the table above relate to the following stock awards:Restricted Stock Awards
Fair Value
Shares(a)
Restricted Stock Awards Grant Date Grant Date
Fair Value Name Number of
Shares 03/13/2023(a) $ 32.25 W. Miller 81,250 03/13/2023 J. Kiernan 17,550 03/13/2023 A. Devasahayam 15,600 03/13/2023 P. Porshnev 15,600 03/13/2023 S. Wilkerson 15,600 03/13/2023(b) $ 20.82 W. Miller 43,750 03/13/2023 J. Kiernan 9,450 03/13/2023 A. Devasahayam 8,400 03/13/2023 P. Porshnev 8,400 03/13/2023 S. Wilkerson 8,400 Includes both performance-based and time-based restricted stockas described below.(b) Certain of the restricted stock awards granted on June 12, 2015 to Messrs. Peeler, Maheshwari and Kiernan and to Dr. Millerthat are subject to the achievement of designated performance criteria. Such performance-based sharescriteria, based on three-year total shareholder return. These PRSU awards are invalued based upon the following amounts: for Mr.Peeler, 26,620 shares; for Mr. Maheshwari, 12,020 shares; for Mr. Kiernan, 3,400 shares; and for Dr. Miller, 12,850 shares.(c)Monte Carlo simulation method. a time-based restricted stock award in connectionawards, with Dr. Miller’s promotionvesting to President, which will vest uponoccur one-third per year on each of the first, second and third anniversaryanniversaries of the grant date subject to Dr. Miller’s continued employment with the Company.(d) Certain of the restricted stock awards granted on June 14, 2016 to Messrs. Peeler, Maheshwari and Kiernan and to Dr. Miller are subject to the achievement of designated performance criteria. Such performance-based shares are in the following amounts: for Mr. Peeler, 60,110 shares; for Mr. Maheshwari, 30,570 shares; for Mr. Kiernan, 10,720 shares; and for Dr. Miller, 35,280 shares. In July 2017 it was determined that certain of the performance criteria for these awards had been achieved, resulting in share vestings in the following amounts: for Mr. Peeler, 18,623 shares; for Mr. Maheshwari, 4,566 shares; for Mr. Kiernan, 1,996 shares; and for Dr. Miller, 6,515 shares.(e) Certain of the restricted stock awards granted on December 14, 2016 to Messrs. Peeler and Maheshwari and to Dr. Miller are subject to the achievement of designated performance criteria. Such performance-based shares are in the following amounts: for Mr. Peeler, 6,123 shares; for Mr. Maheshwari, 2,624 shares; and for Dr. Miller, 3,499 shares.(f) Certain of the restricted stock awards granted on June 16, 2017 to Messrs. Peeler, Maheshwari and Kiernan and to Dr. Miller are subject to the achievement of designated performance criteria. Such performance-based shares are in the following amounts: for Mr. Peeler, 17,300 shares; for Mr. Maheshwari, 10,540 shares; for Mr. Kiernan, 3,520 shares; and for Dr. Miller, 14,930 shares.paidearned 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. All20172023 consists of, car allowances,as applicable, 401(k) matching contributions, premiums for group term life insurance, and relocation\housing allowances (for which tax gross ups are not provided).
Allowance
($)
Matching
Contribution
($)
for Group
Term Life
Insurance
($)
\ Housing
Allowance
($)
Other
Compensation
($)(a) For Mr. Peeler, the Relocation\Housing Allowance includes amounts paid for housing, commuting and utilities.(b) For Mr. Kiernan, the amount includes a $100 Wellness Incentive payment madewellness incentives under the Company’s health benefit plans. Name 401(k) Matching
Contribution
($) Premium for
Group Term
Life Insurance
($) Wellness Incentive
($)
Compensation
($)(a) W. Miller 9,900 2,322 125 12,347 J. Kiernan 9,900 3,564 200 13,664 A. Devasahayam 9,900 1,242 — 11,142 P. Porshnev 9,900 3,564 275 13,739 S. Wilkerson 9,900 3,564 125 31,576(a) 20172023 of shares of restricted stock and restricted stock units made under the Company’s 20102019 Stock Incentive Plan (as amended, the “2010(the “2019 Plan”). In 2017,2023, no stock options were awarded to the NEOs. The restricted stock unit awards made to the NEOs in 20172023 are also included in the Stock Awards column of the Summary Compensation Table.
Under Non-Equity
Incentive Plan Awards (1)
Stock
Awards:
Number
of
Shares
of Stock
Option
Awards:
Number of
Securities
Underlying
or Base
Price of
Option
Price
on
Date of
Fair Value
of Stock
and Option
Date
($)
($)
($)
(#) (2)
(#)
($/Sh)
($/Sh)
($)(1) The Company made bonus awards under its 2017 Planfollowing table also reflects annual cash incentive opportunities for the NEOs that were set by the Compensation Committee in the first quarter of 2023. Name Grant Date
Under Non-Equity
Incentive Plan Awards(1)
Under Equity
Incentive Plan Awards(2)
Other
Stock
Awards:
Number
of
Shares of
Stock or
Units
(#)(3) All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#) Exercise or
Base Price
of Option
Awards
($/Sh) Market
Price on
Date of
Grant
($/Sh) Grant
Date
Fair
Value
of Stock
and
Option
Awards
($) Threshold
($) Target
($) Maximum
($) Threshold
(#) Target
(#) Maximum
(#) W. Miller
02/06/2023
03/13/2023 106,601 696,740 1,393,480 40,625 81,250 162,500 43,750 3,531,188 J. Kiernan
02/06/2023
03/13/2023 48,011 313,800 627,600 8,775 17,550 35,100 9,450 762,737 A. Devasahayam
02/06/2023
03/13/2023 35,196 230,040 460,080 7,800 15,600 31,200 8,400 677,988 P. Porshnev
02/06/2023
03/13/2023 38,409 251,040 502,080 7,800 15,600 31,200 8,400 677,988 S. Wilkerson
02/06/2023
03/13/2023 46,864 306,300 612,600 7,800 15,600 31,200 8,400 677,988 2017. These bonuses, which were earned during 2017 and paid in 2018,2023 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 2017. Includes both performance-basedawards.2017,2023 concerning unexercised options and stock awards including those 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, 2017, which is assumed to be the closing price on December 29, 2017, the last trading day in 2017,2023, which was $14.85$31.03 per share.
Securities
Underlying
Unexercised
Options (#)
Exercisable
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
Exercise
Price ($)
Expiration Date
Shares or
Units of
Stock That
Have Not
Vested
(#) (1)
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($) Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable Option
Exercise
Price ($) Option
Expiration Date
Shares or
Units of
Stock That
Have Not
Vested
(#)(1) Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units
or Other
Rights That
Have Not
Vested
(#)(1) Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($) W. Miller — — — — 85,750 2,660,823 237,250 7,361,868 J. Kiernan — — — — 25,268 784,066 66,300 2,057,289 A. Devasahayam — — — — 17,734 550,286 51,350 1,593,391 P. Porshnev 10,000 — 37.26 06/30/2024 17,734 550,286 51,350 1,593,391 S. Wilkerson — — — — 17,734 550,286 51,350 1,593,391 The20172023. These awards are scheduled to vest as follows: The June 2, 2014MaheshwariKiernan on January 2, 2020 in the amount of 12,000 shares, which is scheduled to vest one third per year on each of the second, third and fourth anniversaries ofin 20% increments at specified times over a four-year period following the grant date. Of the June20142021 included time-based restricted stock awards to Messrs. Peeler, Miller and Kiernan, certain of these sharesthat are scheduled to vest one third per year on each of the second, third and fourth anniversaries of the grant date, specifically as follows: for Mr. Peeler, 7,070 shares; for Mr. Kiernan, 1,240 shares; for Dr. Miller, 3,350 shares. The remaining shares were granted in the form of performance restricted stock awards, and are subject to the achievement of designated performance criteria (which was partially achieved as described in footnote (1) to the Summary Compensation Table above).(c) Of the June 12, 2015 restricted stock awards to all NEOs, certain of these shares are scheduled to vest one third per year on each of the second, third and fourth anniversaries of the grant date, specifically as follows: for Mr. Peeler, 15,640 shares; for Dr. Miller, 12,350 shares; for Mr. Maheshwari, 11,550 shares; and for Mr. Kiernan, 3,270 shares. The remaining shares were granted in the form of performance restricted stock awards, and are subject to the achievement of designated performance criteria.(d) The January 4, 2016 restricted stock award to Dr. Miller is scheduled to vest upon the third anniversary of the grant date.(e) Of the June 14, 2016 restricted stock awards to all NEOs, certain of these shares are scheduled to vest one quarterone-third per year on each of the first, second third and fourththird anniversaries of the grant date, specificallydate. The total restricted stock award amounts were as follows: for Dr. Miller, 42,000 shares; for Mr. Peeler, 35,930Kiernan, 12,250 shares; for Dr. Miller, 21,420Devasahayam, 10,500 shares; for Mr. Maheshwari, 20,040Dr. Porshnev, 10,500 shares; and for Mr. Kiernan, 6,220Ms. Wilkerson, 10,500 shares. The remainingAdditional shares were granted in the form of performancePRSU awards. As of December 31, 2023, 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.and are subject to the achievement of designated performance criteria (which was partially achieved as described in footnote (1) to the Summary Compensation Table above).(f) Of the December 14, 2016 restricted stock awards to Messrs. Peeler, Miller and Maheshwari, certain of these sharesthat are scheduled to vest one quarter per year on each of the first,second, third and fourth anniversaries of the grant date, specifically as follows: for Mr. Peeler, 5,883 shares; for Dr. Miller, 3,362 shares; and for Mr. Maheshwari, 2,521 shares. The remaining shares were granted in the form of performance restricted stock awards, and are subject to the achievement of designated performance criteria.(g) Of the June 16, 2017 restricted stock awards to all NEOs, certain of these shares are scheduled to vest one quarterone-third per year on each of the first, second third and fourththird anniversaries of the grant date, specificallydate. The total restricted stock award amounts were as follows: for Dr. Miller, 42,000 shares; for Mr. Peeler, 16,620Kiernan, 14,000 shares; for Dr. Miller, 14,340Devasahayam, 8,750 shares; for Mr. Maheshwari, 10,130Dr. Porshnev, 8,750 shares; and for Mr. Kiernan, 3,380Ms. Wilkerson, 8,750 shares. The remainingAdditional shares were granted in the form of performancePRSU awards. As of December 31, 2023, 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.awards,units that are scheduled to vest one-third per year on each of the first, second and are subject tothird anniversaries of the achievementgrant date. The total restricted stock unit amounts were as follows: for Dr. Miller, 43,750 shares; for Mr. Kiernan, 9,450 shares; for Dr. Devasahayam, 8,400 shares; for Dr. Porshnev, 8,400 shares; and for Ms. Wilkerson, 8,400 shares. Additional shares were granted in the form of designated performance criteria.except as otherwise specified,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, 20172023 are as follows: Option Awards Stock Awards Name Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable Option
Exercise
Price
($)OptionGrantDate
Grant
Date
Shares That
Have Not
Vested (#)(1)RestrictedStockGrantDateRestricted
Stock
Grant
Date J. Peeler W. Miller 20,027 06/12/2014 92,000 03/12/2021 37,047 06/12/2015 106,000 03/17/2022 64,348 06/14/2016 125,000 03/13/2023 J. Kiernan 10,536 12/14/2016 2,400 01/02/2020 33,920 06/16/2017 26,834 03/12/2021 35,334 03/17/2022 W. Miller 9,487 06/12/2014 27,000 03/13/2023 A. Devasahayam 21,084 06/12/2015 23,000 03/12/2021 12,159 01/04/2016 22,084 03/17/2022 38,365 06/14/2016 24,000 03/13/2023 P. Porshnev 6,021 12/14/2016 23,000 03/12/2021 29,270 06/16/2017 22,084 03/17/2022 24,000 03/13/2023 S. Maheshwari S. Wilkerson 9,001 06/02/2014 23,000 03/12/2021 19,721 06/12/2015 22,084 03/17/2022 35,890 06/14/2016 4,51524,000 12/14/2016 03/13/2023 20,67006/16/2017J. Kiernan3,53406/12/20145,58106/12/201511,14506/14/20166,90006/16/2017
performance-based and time-based restricted stock awards.with time-based vesting (restricted stock awards and restricted stock units) and PRSUs.the last fiscal year2023 for each of the NEOs.
Shares
Acquired on
Exercise (#) (1)
on Exercise ($)
Shares
Acquired on
Vesting (#) (1)
on Vesting ($) Name Option Awards Stock Awards
Shares
Acquired on
Exercise (#)(1) Value Realized
on Exercise ($)
Shares
Acquired on
Vesting (#)(1) Value Realized
on Vesting ($) W. Miller — — 196,386 4,091,384 J. Kiernan — — 72,085 1,512,121 A. Devasahayam — — 51,000 1,061,793 P. Porshnev — — 50,000 1,041,283 S. Wilkerson — — 28,639 544,299
Name Number of Shares Withheld and/or
Sold for Tax Withholding (#) J. Peeler 26,089 100,339 W. Miller 15,256 34,655 S. Maheshwari 10,860 19,571 J. Kiernan 4,730 18,358 S. Wilkerson 10,093 2017.
securities to be
issued upon
exercise of
outstanding
options, warrants,
and rights
(a)
exercise price of
outstanding
options, warrants,
and rights (1)
(b)
remaining available for
future issuance under
equity compensation
plans (excluding
securities reflected in
column (a))
(c) Number of
securities to be
issued upon
exercise of
outstanding
options, warrants,
and rights
(A)
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 1,137,554 $ 37.42 3,679,950 Equity compensation plans not approved by security holders — — — Total 1,137,554 3,679,950
20102019 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, or remain outstanding, under such plans, although past awards under these plans may still be outstanding.plans. A brief description of the security holder approved plans follows.20102019 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. The 2010This Plan, aswhich was subsequently amended10,550,00017,800,000 shares of common stock pursuant to stock options, restricted stock, restricted stock units, stock appreciation rights, and dividend equivalent rights (collectively, the “awards”). The Company is currently seeking stockholder approval to increase the number of authorized shares under the 2019 Plan by an additional 3,500,000 shares (see Proposal 2 below for a full description of the proposed changes to the 2019 Plan). As of December 31, 2017, 1,391,6332023, 10,350 option shares, 1,206,072779,974 restricted stock awards, 139,9671,127,204 restricted stock units, and 412,906557,050 performance share units were outstanding under the 20102019 Plan. The term of any award granted under the 20102019 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 20102019 Plan may establish in its discretion.During750,0002,250,000 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 percent85% 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 ESPP Plan was approved by the Company’s shareholders. The Company issued 163,473258,153 shares in 2017 under the ESPP Plan.Plans Not Approved by Security HoldersIn 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 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 RSUs under this plan. Stock options under this plan vest over a three year period and have a 10-year term, and RSUs under this plan vest over a two or four year period. At December 31, 2013, the Inducement Plan was merged into the 2010 Plan and is considered an inactive plan with no further shares available for grant. At December 31, 2017, there were 2,000 option shares and no RSUs outstanding under the Inducement Plan.In connection with the Company’s acquisition of Ultratech, Inc. in 2017, the Company assumed certain restricted stock units (the “Assumed RSUs”) available and outstanding under the Ultratech, Inc. 1993 Stock Option/Stock Issuance Plan, as amended (the “Ultratech Plan”). The Assumed RSUs remain subject to the terms set forth in the award agreement governing the award and the Ultratech Plan, except that (i) the Assumed RSUs relate to shares of Veeco common stock and (ii) the number of restricted stock units was adjusted pursuant to the Agreement and Plan of Merger dated February 2, 2017 to reflect the difference in the value of a share of Veeco common stock and a share of Ultratech common stock prior to the closing. The Assumed RSUs were converted into 338,144 restricted stock units of Veeco, and generally vest over 50 months. After the closing of the acquisition of Ultratech and notwithstanding any other provisions of the Ultratech Plan, no further grants will be made under the Ultratech Plan, and the Company is solely maintaining the Ultratech Plan with respect to the Assumed RSUs. At December 31, 2017, there were 145,921 RSUs outstanding under the Ultratech Plan.an employment or letter agreementagreements with each of the NEOs.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. to the executive in the event: (i) the executive’s employment is terminated by Veeco without “cause”; or (ii) the executive resigns for “good reason”; or (iii) in the case of Mr. Peeler, in the event of death or disability.. “Cause” is defined in the employmentagreements for Dr. Miller and letter agreementsMr. Kiernan as specified instances of serious misconduct, and “goodmisconduct. “Good reason” is defined for Dr. Miller as (a) a salary reduction, other than pursuant to a management-wide salary reduction program, (b) in the case of Messrs. Peeler and Maheshwari, a significant reduction in base salary (except for a reduction program affecting similarly situated employees); (b) a significant reduction in the total benefits available (other thanunder incentives or other benefit plans (except for a reduction program affecting employees generally)similarly situated employees); and (c) in the case of Mr. Peeler, an involuntarya relocation of his primaryprincipal place of work by more than 50 miles from its then current location, an involuntarymiles; or (d) a diminution in position, title, responsibilities, authority or reporting responsibilities, or involuntarily ceasing to be a member of the Board. The nature and extent of the benefits payable vary from executive to executive. The specific benefits payable to each individual under these agreements are described below. Payment of these severance and other benefitsFor Mr. Kiernan, “good reason” is conditioned on the executive’s release of claims against the Company and on non-competition and non-solicitation provisions applicable during the perioddefined as a significant reduction in which the executive is entitled to severance payments, as described below. If the termination isbase salary (except for “cause” or by the executive without “good reason,” the severance obligations do not apply. These agreements contain provisions intended to ensure that payments under the agreement 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 agreements. The description of the employment agreements and letter agreements contained herein is a summary only. Reference is made to the full text of these agreements which have been filed previously with the SEC.Peeler Agreement. The Company has entered into an employment agreement with Mr. Peeler dated July 1, 2007 and amendments thereto dated June 12, 2008, December 31, 2008, June 11, 2010, April 25, 2012, July 24, 2013, June 12, 2014 and June 12, 2017. reduction program affecting similarly situated employees).theDr. Miller’s agreement, in the event of a specified termination as described above, Mr. PeelerDr. Miller will be entitled to severance pay in an amount equal to 3624 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) Mr. Peelerany outstanding equity shall vest immediately except for PRSU awards, which shall vest after first being earned; and (ii) Dr. Miller will have 3624 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) to exercise options to purchase common stock of Veeco which are or become vested and are held by Mr. Peeler at the time of such termination; (ii) the vesting of any options held by Mr. Peeler at the time of such termination will be accelerated; and (iii) the vesting of any shares of restricted stock or restricted stock units held by Mr. Peeler at the time of such termination will be accelerated and restrictions with regard thereto shall lapse.. In addition, if Mr. Peeler elects to continue healthcare coverage under COBRA, his contributions will be at the same Company-subsidized rates which Mr. Peeler would have paid had his employment not been terminated.Miller Agreement. The Company has entered into a letter agreement with Dr. Miller dated January 30, 2012, and an amendment thereto dated December 22, 2015. Under the agreement, in the event of a specified termination as described above, Dr. Miller will be entitled to severance in an amount equal to 12 months of base salary. In addition, upon any such termination: (i) Dr. Miller will have 12 months (or until the end of the original term of the options, if earlier) to exercise vested options to purchase common stock of Veeco which are held by Dr. Miller at the time of such termination; and (ii) if Dr. Miller elects to continue healthcare coverage under COBRA, his contributions during thefor a period in which he is receiving severance under the agreementof up to 18 months will be at the same Company-subsidized rates which Dr. Miller would have paid had his employment not been terminated.Maheshwari Agreement. The Company has entered into a letter agreement withMaheshwari dated April 8, 2014. Under theKiernan’s agreement, in the event of a specified termination as described above, Mr. Maheshwari will be entitled to severance in an amount equal to 12 months of base salary. In addition, upon any such termination, if Mr. Maheshwari elects to continue healthcare coverage under COBRA, his contributions during the period in which he is receiving severance under the agreement will be at the same Company-subsidized rates which Mr. Maheshwari would have paid had his employment not been terminated.Kiernan Agreement. The Company has entered into a letter agreement with Mr. Kiernan dated January 21, 2004, and amendments thereto dated June 9, 2006, December 29, 2008 and June 19, 2009. Under the agreement, in the event of a specified termination as 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 vestoptionswhich are or become vested and are held by himMr. Kiernan at the time of such timetermination (or until the end of the original term of the options, if earlier) and the vesting of any shares of restricted stock or restricted stock units held by Mr. Kiernan at such time will be accelerated and all restrictions with regard thereto shall lapse.. 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.“Policy”“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 Dr. Miller and Messrs. Maheshwari and Kiernan. The Policy does not apply to Mr. Peeler.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 employmentletter agreements and letter agreementspolicies described above. The description of the CICReferenceIt is madequalified 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:Changechange in Controlcontrol (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.then currentthen-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 1.5;employeeexecutive’sEligible 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.Potential Payments Upon Termination or Change in Control.2017.2023. These amounts would be incrementalin 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, 2017, which is assumed to be the closing price on December 29, 2017, the last trading day in 2017,2023, which was $14.85$31.03 per share. The actual compensation and benefits the executive would receive at any subsequent date would likely vary from the amounts set forth below as a result of certain factors, such as a change in the price of the Company’s common stock and any additional benefits the officer may have accrued as of that time under applicable benefit or compensation plans.
Other
Continuing
Payments
($) (1)
Vesting of
Stock
Options
($)
Post-
Termination
Exercise
Period
($) (2)
Vesting of
Stock
Awards
($) (3)
($) Stock Options Name Event
Other
Continuing
Payments
($)(1) Accelerated
Vesting of
Stock
Options
($)
Post-
Termination
Exercise
Period
($)(2)
Vesting of
Stock
Awards
($)(3) Total
($) W. Miller Termination without
Cause or resignation
for Good Reason 2,013,286 0 0 2,660,823 4,674,109 Termination without
Cause or resignation
for Good Reason
following a Change of
Control(4) 3,406,766 0 0 10,022,690 13,429,456 J. Kiernan Termination without
Cause or resignation
for Good Reason 627,600 0 0 784,066 1,411,666 Termination without
Cause or resignation
for Good Reason
following a Change of
Control(4) 1,449,587 0 0 2,841,355 4,290,942 A. Devasahayam Qualifying Termination
under the Severance
Benefits Policy 287,550 0 0 0 287,550 Termination without
Cause or resignation
for Good Reason
following a Change of
Control(4) 1,150,200 0 0 2,143,677 3,293,877 P. Porshnev Qualifying Termination
under the Severance
Benefits Policy 332,537 0 0 0 332,537 Termination without
Cause or resignation
for Good Reason
following a Change of
Control(4) 1,292,687 0 0 2,143,677 3,436,364 S. Wilkerson Qualifying Termination
under the Severance
Benefits Policy 258,430 0 0 0 258,430 Termination without
Cause or resignation
for Good Reason
following a Change of
Control(4) 1,395,674 0 0 2,143,677 3,539,351 employmentletter agreement or the Policy,policy, pro-rated bonus and COBRA subsidy. Pro-rated bonus amounts assume 612 months of bonus at 100% of target performance.2017,2023, of options to purchase Veeco common stock which were vested as of, or which wouldemploymentletter agreement or the Policy,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 29, 2017,31, 2023, which was $14.85$31.03 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, 2017.2017,2023, of unvested stock awards (restricted stock and restricted stock units) which would vest upon the specified event where provided under the applicable employmentletter agreement or the Policy.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 NEONEOs as of December 31, 2017. The agreement for Mr. Peeler does not distinguish between Change of Control and non-Change of Control scenarios.(5) granted after January 1, 2014, assumes termination occurs during the period commencing three months prior to, and ending 18 months following, the Change in Control.As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, weMr. Peeler,Dr. Miller, our Chief Executive Officer.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.2017,2023, our last completed fiscal year:· the$108,356. For the purposes of calculating our CEO pay ratio, using the methodology described below, the$116,262.for 2017 was $141,390; and· the$112,373.$2,402,882.20172023 the ratio of the total annual compensation of Mr. Peeler, our CEO to the median of the total annual compensation of all employeesthe median employee was 17.041.0 to 1.2017,2023, our employee population consisted of approximately 1,0311,209 individuals working at Veeco and its subsidiaries, with 70%subsidiaries. 893 of these individuals located in the United States.2. Our employee population, after taking into consideration the adjustments permitted by SEC rules (as described below), consisted of approximately 726 individuals.a) Of these 726 employees, 556(approximately 74%) are located in the United States, and 7191,198 are full-time (or full-time equivalent) employees, with the remainder employed on a part-time (less than 30 hours per week) basis.b) We excluded 305 employees of Ultratech, Inc., which we acquired in a transaction that closed on May 26, 2017.3.2017,2023, as reflected in our payroll records, together with the target amounts of any bonuses for 20172023 and the grant date fair market value of equity awards granted in 20172023 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 20172023 but did not work for us or our subsidiaries for the entire fiscal year.4.full-time, salaried employee located in our Somerset, New JerseySan Jose, California office, with aggregate salary for the year ending December 31, 20172023 and target bonus for 20172023 in the aggregate amount of $108,356.5.$116,262.20172023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, which includes relocation assistance benefits that were provided to the “median employee”, resulting in total annual compensation of $141,390.6.$112,373.2017.2023. Year
Compensation
Table (SCT)
Total for PEO
($)(1)
Actually Paid
to PEO ($)(1)(3)
SCT
Total for
Non-
PEO
NEOs
($)(2)
Compensation
Actually Paid
to Non-PEO
NEOs
($)(2)(3) Value of Initial
Fixed $100
Investment based on: Net
Income
(Loss)
($ thousands) Adjusted
Operating
Income
($ thousands)
TSR(4)
Group
TSR(4) 2023 4,611,004 13,124,880 1,295,109 3,300,891 211.30 38.89 (30,368) 122,410 2022 5,914,884 894,752 1,769,683 409,560 126.48 36.09 166,942 116,577 2021 4,526,501 13,102,240 1,514,852 2,755,988 193.81 81.82 26,038 104,367 2020 2,610,509 5,331,974 1,138,308 1,483,327 118.18 132.76 (8,391) 66,873 2023 2022 2021 2020 PEO ($) Average for
Non-
PEO
NEOs
($) PEO ($) Average for
Non-
PEO
NEOs
($) PEO ($) Average for
Non-
PEO
NEOs
($) PEO ($) Average for
Non-
PEO
NEOs
($) Total Compensation from SCT 4,611,004 1,295,109 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 (3,531,188) (699,175) (4,741,020) (1,135,870) (3,122,580) (813,172) (1,121,618) (460,253)
of equity awards
granted in covered
year that were
outstanding and
unvested as of the
end of the covered
fiscal year(a)(b) 5,828,750 1,154,093 2,517,420 603,132 4,362,540 1,136,078 2,140,579 780,839
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) 5,341,740 1,348,802 (2,779,460) (737,886) 4,456,145 828,795 1,868,289 56,706
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) 874,573 202,063 (17,073) (89,499) 2,879,634 89,435 (165,785) (32,272) Compensation Actually Paid 13,124,880 3,300,891 894,752 409,560 13,102,240 2,755,988 5,331,974 1,483,327 Date Stock Price 12/31/2019 $ 14.69 12/31/2020 $ 17.36 12/31/2021 $ 28.47 12/31/2022 $ 18.58 12/31/2023 $ 31.03 Per Share Fair Value at… Award Grant Date Grant Date 12/31/2019 12/31/2020 12/31/2021 12/31/2022 12/31/2023 10/1/2018 $ 15.58 $ 25.01 $ 31.99 3/14/2019 $ 14.46 $ 20.36 $ 24.81 $ 56.29 3/17/2020 $ 10.59 $ 18.92 $ 43.47 $ 29.82 3/12/2021 $ 27.81 $ 40.60 $ 24.76 $ 60.39 3/17/2022 $ 45.28 $ 22.27 $ 48.42 3/13/2023 $ 32.25 $ 55.03 ![[MISSING IMAGE: lc_ceoneopay-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/lc_ceoneopay-4c.jpg)
![[MISSING IMAGE: lc_relatpaynetin-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/lc_relatpaynetin-4c.jpg)
its 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)(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, 20172023 and the quarterly financial statements for 20172023 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.AS 1301.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.2017,2023, 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 20172023 Annual Report on Form 10-K, as well as the Reports of Independent Registered Public Accounting Firm (included in the 20172023 Annual Report on Form 10-K). These reports relate to itsthe 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 managements’management’s preparations for the evaluations in 2018.fiveseven meetings during 2017.2017 2023
Keith D. JacksonPeter J. Simone (Chairman)
Mary Jane Raymond
Thomas St. Dennis2018.out of pocketout-of-pocket expenses) billed for professional services rendered by KPMG to the Company and its subsidiaries for the calendar years 20162023 and 2017.
Year Ended
December 31, 2017
(in thousands)
Year Ended
December 31, 2016
(in thousands) For the
Year Ended
December 31, 2023
(in thousands) For the
Year Ended
December 31, 2022
(in thousands) Audit Fees(1) $ 2,516 $ 2,158 Audit-related Fees — — Tax Fees(2) 23 263 Total $ 2,539 $ 2,421
Audit fees for 2017 include fees for services provided in connection with the issuance of Veeco’s Convertible Senior Notes, as well as registration statements issued in connection with the acquisition of Ultratech, Inc.20172023 were pre-approved by the Audit Committee.five percent5% of the Company’s voting common stock (a “significant stockholder”); andor (iv) any immediate family member of a significant stockholder.···theirhis, her or its position or relationship with, or ownership of, any entity that is a party to or has an interest in the transaction;···2017,2023, the Company did not engage in any related party transactions.sevennine members. The Class III Directors are upwill stand for re-electionelection in 2018.Name Nominated for
Election to: For a Term Expiring
at the Annual Meeting
of Stockholders in: Richard A. D’Amore Class III 2021 2027 Keith D. Jackson Class III 2021 2027 Mary Jane Raymond Class III 2027 Name Continuing in: Term Expires at
the Annual
Meeting of
Stockholders in: Sujeet Chand, Ph.D. Class I 2025 John R. Peeler Class I 2019 2025 Thomas St. Dennis Class I 2019 2025 Kathleen A. Bayless Class II 2020 2026 Gordon Hunter Class II 2020 2026 Peter J. Simone Class II 2020 2026 12, 2018,21, 2024, are as follows: Director since Committee Membership Name Age AC CC GC Kathleen A. Bayless 67 2016 Yes C/FE M Sujeet Chand, Ph.D. 66 2021 Yes M Richard A. D’Amore 70 1990 Yes (Chair) M Gordon Hunter 72 2010 Yes C M Keith D. Jackson 68 2012 Yes M/FE C William J. Miller, Ph.D. 55 2018 No Lena Nicolaides, Ph.D. 53 2022 Yes M Mary Jane Raymond 63 2019 Yes M/FE Thomas St. Dennis 70 2016 Yes M/FE M
AC — Audit CommitteeC — ChairpersonCC — Compensation CommitteeM — MemberGC — Governance CommitteeFE — Audit committee financial expert (as determined based on SEC rules)SPC — Strategic Planning Committee![[MISSING IMAGE: ph_kathleenbayless-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ph_kathleenbayless-4c.jpg)
, currently retired, was served as Senior Vice President, Chief Financial OfficerCFO and Treasurer of Synaptics Incorporated, a leader in human interface technology, including touch, display and biometric semiconductor products used in the mobile, PC and automotive industries, from 2009 tountil her retirement in 2015. Before Synaptics, Ms. Bayless spent 13 yearsserved as Executive Vice President, CFO and Secretary at Komag Incorporated, a leading supplier of thin-film disks to the hard disk drive industry, where she served as Executive Vice President, Secretary and Chief Financial Officer. Priorheld other financial leadership positions during her tenure with Komag from 1994 to joining Komag,2008. Ms. Bayless served 15 yearswas previously with the public accounting firm of Ernst & Young.![[MISSING IMAGE: ph_sujeetchand-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ph_sujeetchand-4c.jpg)
![[MISSING IMAGE: ph_richarddamore-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ph_richarddamore-4c.jpg)
aan early-stage venture capital and growth equity firm, since its inception in 1994.experience as a certified public accountant and gained substantial experience in overseeing the management of diverse organizations, having served as a board member on other public company boards and numerous private company boards. As a result of this service, Mr. D’Amore has a broad understanding of the operational, financial and strategic issues facing public companies. Hecompanies, and has served on our Board for over 27 years and through that service has developed an extensive knowledge of our business.![[MISSING IMAGE: ph_gordonhunter-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ph_gordonhunter-4c.jpg)
Chief Executive OfficerCEO of Littelfuse from 2005 to January 2017,December 2016, and Chief Operating OfficerCOO 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 Communications GroupCorporation and served as General Manager of Intel’s Optical Products Group. AtPrior to joining Intel, Mr. Hunter was responsible for Intel’s access and optical communications business segments within the Intel Communications Group. Prior to joiningIntel in February 2002, he served as President of Elo TouchSystems, a subsidiaryworldwide leader in the manufacturing and sale of Raychem Corporation.computer touch screens. Prior to Elo TouchSystems, Mr. Hunter also served in a variety of positions during a 20 year career at Raychem Corporation, including Vice President of Commercial Electronics and a variety of sales, marketing, engineering and management positions.Electronics. In addition to his current Board service for Littelfuse, Mr. Hunter also servesserved, within the past five years, on the boardsBoard of CTS Corporation, a designer and Shure Incorporated.Chief Executive OfficerCEO 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 to the Board as a result of his service on other public and private boards.![[MISSING IMAGE: ph_keithjackson-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ph_keithjackson-4c.jpg)
has been served as President and Chief Executive Officer and a director of ON Semiconductor Corporation, sincea leading supplier of semiconductor-based solutions, from November 2002. Mr. Jackson has over 30 years of semiconductor industry experience.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 more recently, wassubsequently as head of its Integrated Circuits Group. From 1996 to 1998, he served as President and a member of the board of directors of Tritech Microelectronics, in Singapore, a manufacturer of analog and mixed signal products. From 1986 to 1996, Mr. Jackson worked for National Semiconductor Corporation, most recently asculminating in the role of Vice President and General Manager of the Analog and Mixed Signal division. He also held various positions at Texas Instruments Incorporated, including engineering and management positions, from 1973 to 1986. Mr. Jackson has served on the board of directors of the Semiconductor Industry Association since 2008.in our industry. In addition, Mr. Jackson brings to the Board his perspectiveand as a director of other corporate boards.John R. Peelerboards in our industry.Chief Executive OfficerCEO of Veeco and a Director since October 2018. Prior thereto, he served as President of Veeco since July 2007,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 Chairman since May 2012. Prior thereto, Mr. Peeler was Executive Vice President, Compound Semiconductor from July 2010 until December 2011. Dr. Miller was Senior Vice President and General Manager of JDSUVeeco’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 Communications Test & Measurement Group of JDSU, whichengineering and operations organizations since he joined uponVeeco in November 2002. Prior to joining Veeco, Dr. Miller held engineering and operations leadership positions at Advanced Energy Industries, Inc.closingBoard significant senior leadership, manufacturing and operations, industry, technical, and global experience, as well as a unique perspective of JDSU’s mergerour 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.![[MISSING IMAGE: ph_lenanicolaides-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ph_lenanicolaides-4c.jpg)
Acterna, Inc.over twenty years of experience in August 2005. Before joining JDSU, Mr. Peelersemiconductor capital equipment. Dr. Nicolaides has served as Senior Vice President and Chief Executive OfficerGeneral Manager of Acterna. Mr. Peeler joined a predecessorpattern inspection process control division for KLA Corporation since 2019, and as Vice President and General Manager of Acterna in 1980 andthis division from 2015 to 2019. At KLA, Dr. Nicolaides has served in a seriesrange of increasingly seniorexecutive leadership and general management roles, including roles in technology supply chain. Prior to joining KLA, Dr. Nicolaides served as Vice President of Product Development, Executive Vice PresidentMarketing and Chief Operating Officer, and President and CEO of TTC, a communications test equipment company. Mr. Peeler also serves on the board of IPG Photonics Corporation.Mr. Peeler has substantial industry and management experience, having served in senior management positionsApplications for the last 30 years culminating in his appointment as our Chief Executive Officer in 2007. He has experience in managing diversified global companies and has a broad understanding of the challenges and opportunities facing public companies.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,Therma Wave, Inc., a semiconductor equipment company which was acquired by Novellus Systems, Inc. From August 2000KLA 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.February 2001, Mr. Simone was President and a directorthe Veeco Board.![[MISSING IMAGE: ph_maryjaneraymond-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ph_maryjaneraymond-4c.jpg)
and from January 2000 to August 2000 was a consultant to, Active Control eXperts,Coherent, Inc., formerly II-VI Incorporated, a supplier of precision motion controlleader in engineered materials and smart structures technology. Fromoptoelectronic components, from March 2014 through September 2023. 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 January 2000, Mr. Simone served as PresidentApril 2002, andChief Executive Officer and a director of Xionics Document Technologies, Inc. Prior thereto, Mr. Simone spent 17 years with GCA Corporation, for Cummins Engine Company, a manufacturer of semiconductor photolithography capital equipment, where he held variousengines, filtration, and power generation products, from July 1988 to June 1997, in each case in positions of increasing responsibility.positions, including President and director. Mr. Simone is alsoleadership 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 directorresult of Monotype Imaging, Inc. Additionally, during the past five years, he servedher service as a directorsenior executive of Cymer, Inc., Inphi Corporationleading international corporations and Newport Corporation.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 broadher comprehensive understanding of the operational, financial and strategic issues facing public and private companies. He bringscomplex business matters, Ms. Raymond is uniquely qualified to make significant financial and operational management,contributions as well as financial reporting, experience to thea member of our Board.![[MISSING IMAGE: ph_thomasdennis-4c.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ph_thomasdennis-4c.jpg)
Chairman and Chief Executive OfficerCEO from September 2010 to December 2014, and 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 roleposition 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 Boardboard of FormFactor, Mr. St. Dennis serves on the Boardboard of Axcelis Technologies, Inc., a provider of equipment and services to the semiconductor manufacturing industry. Additionally, during the past five years, he served as a director of Mattson Technology, Inc., a supplier of dry strip and rapid thermal processing equipment. ![[MISSING IMAGE: ic_box-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/ic_box-bw.jpg)
Awards are merit-based as part of our overall compensation program. An independent committee of the Board of Directors administers the Plan. Awards other than stock options and stock appreciation rights are charged against the Plan share reserve at the rate of 1.5 shares for each share actually granted. Awards may be in the form of stock options, SARs, restricted stock, restricted stock units and dividend equivalents. Stock options and SARs may not be re-priced without prior approval of our stockholders. Stock options and SARs may not be granted below fair market value. Shares tendered or withheld in payment of a stock option exercise or for taxes on an award, and shares repurchased by the Company generally are not available again for grant under the Plan. The Plan reserve is reduced by the full amount of shares granted as SARs, regardless of the number of shares upon which payment is made. Dividends and dividend equivalents on awards are not paid unless and until the award vests. the acquisition of 30% or more of the Company’s stock by any individual or entity including by tender offer or a reverse merger; a sale, transfer or other disposition of all or substantially all of the assets of the Company; a merger or consolidation in which the Company is not the surviving entity; a complete liquidation or dissolution; or a change in the composition of the Board such that a majority of the Board members ceases, by reason of one or more contested elections for Board membership, to be comprised of individuals who are either current Board members or Board members who were elected or nominated for election by at least two-thirds of the current members of the Board. Name and Title of Individual, or Group Number
of
Performance
Share Awards
and PRSUs
granted (A) Number of
Restricted
Stock
Awards
granted Number
of RSUs
granted Number of
shares
underlying
Options
granted William J. Miller, CEO 978,737 351,763 43,750 132,310 John P. Kiernan, SVP, CFO 168,021 92,522 9,450 55,720 Adrian Devasahayam, SVP, Product Line Mgmt. 99,944 88,099 13,800 18,640 Peter Porshnev, SVP, Unified Engineering 105,160 97,840 13,400 30,530 Susan Wilkerson, SVP, Global Sales & Services 51,350 85,917 8,400 0 All current executive officers, as a group 1,403,212 716,141 88,800 237,200 All non-executive directors, as a group 0 504,072 0 0 All employees, other than current executive officers, as
a group 1,034,537 5,873,489 2,109,461 2,462,097 proxy statementProxy Statement in accordance with the SEC’s rules.20172023 compensation of our named executive officers.20182024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 20172023 Summary Compensation Table and the other related tables and disclosures.”proxy statementProxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.2018.2024. Although the Audit CommitteeBoard 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 will contemplate whether tomay 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 2015.34 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.2018.2024.proxy statementProxy Statement and our 20172023 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 19, 2018,21, 2024, 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.12, 2018,13, 2024, the record date for the meeting. At such time, 48,125,90756,312,564 shares of Veeco common stock were both issued and outstanding. You are entitled to one vote for each share that you own. (1) marking, signing, dating and mailing each proxy card in the envelope provided, (2) by telephone or (2)via the internet in advance of the meeting using the described means, (3) by attending the meeting and voting in person.person, or (4) by participating in the meeting virtually through our designated website — www.virtualshareholdermeeting.com/VECO2024 — 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 333 South Service Road,Veeco’s headquarter offices located at Terminal Drive, Plainview, New York 11803 at 8:30 a.m. (Eastern Time) on Thursday, May 3, 2018.9, 2024. For security reasons, please be prepared to show photo identification.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 1-516-677-0200.(that(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 2.3. However, your broker does have discretion to vote your shares on routine matters such as3.4. 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.2018.2024. If any other matter is properly presented at the meetingAnnual 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.NYNew York 11219, in writing at any time before the meeting;meeting;meeting;Annual Meeting; ormeeting.meetingAnnual 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.meetingAnnual Meeting to be held. A “quorum” will be present if stockholders holding at least a majority of the outstanding shares are present at the meeting 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.Proposal: Vote Required: Broker Discretionary
Voting Allowed? Proposal 1 —– Election of TwoThree Directors Majority of the Shares Cast for Each Director Nominee No No Proposal 2 —– Amendment to the 2019 Stock Incentive Plan Majority of the Votes Cast No Proposal 3 – Advisory Vote on Executive Compensation Majority of the Shares Entitled to Vote and Present in Person or Represented by ProxyVotes Cast No No Proposal 3 —4 – Ratification of Auditors for Fiscal Year 20182024 Majority of the Shares Entitled to Vote and Present in Person or Represented by ProxyVotes Cast Yes Yes 3,4, you may vote FOR, AGAINST or ABSTAIN. If you ABSTAIN from voting on either of these Proposals, the abstention will have the same effect as an AGAINST vote.bothall nominees, WITHHOLD your vote as to bothall nominees, or vote a portion FOR bothall nominees except the specific nomineenominees from whom you WITHHOLD your vote. A properly executed proxy marked WITHHOLD with respect to the election of one or more directors will notshall be votedincluded in calculating the total votes cast with respect to the director or directors indicated. Proxies may not be voted for more than twothree directors and stockholders may not cumulate votes in the election of directors.ProposalProposals 1, 2, 3 or 4, the abstention will not have an effect on the outcome of the vote.proxy statement,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 R. Peeler,P. Kiernan, Veeco’s Chairman and Chief Executive Officer, and Shubham Maheshwari, Veeco’s Executive Vice President and Chief Financial Officer,CFO, to vote on such matters at their discretion.www.veeco.com.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.1-516-677-0200.20192025 Annual Meeting due?20192025 Annual Meeting must submit their proposals so that they are received by the Corporate Secretary, Veeco Instruments Inc., Terminal Drive, Plainview, NYNew York 11803 by November 19, 2018.21, 2024. Any such proposal must comply with theFifthSeventh 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.20192025 Annual Meeting, but does not intend to have included in the proxy materials prepared by the Company in connection with the 20192025 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 20192025 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 20192025 Annual Meeting.FebruaryJanuary 10, 2016.NYNew 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. In addition, theThe 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, including the following:· The candidate’s name, age, address, principal occupation or employment, the number of shares of common stock such candidate beneficially owns,nominee. This submission shall include a briefdescription of any direct or indirect relationships with the Company, and the information that would be required in a proxy statement soliciting proxies for the election of the candidate as a director;· Anwritten agreement byfrom the recommending stockholder to indemnify the Company forrepresenting that such nominee:loss arising from falseagreement with any person: (i) with respect to how the nominee will act or misleading informationvote 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;submittednot 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 nomination;· A signed consentCompany; andcooperate with reasonable background checks, requests forfurnish such other information as the Company may reasonably request, including: (i) as may be required by the Company’s directors’ and personal interviews,officers’ questionnaire, (ii) as may reasonably be required by the Company to be named indetermine the proxy statement as aqualifications of such nominee and to serve as a director if elected;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· A description (iv) that could be material to a reasonable stockholder’s understanding of all relationships or arrangements between the recommending stockholder and the candidate and any other person or persons (including their names) pursuantqualifications of such nominee to which the recommendation is being made, as well as a list of all other companies that the stockholder has recommended the candidate to for electionserve as a director in that year.NYNew 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.MacKenzie Partners,MacKenzie PartnersD.F. King may contact stockholders by mail, telephone, fax and personal interviews. Veeco has agreed to indemnify MacKenzieD.F. King against certain liabilities and expenses in connection with such solicitation,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.ANNUAL MEETING
TO THE
VEECO INSTRUMENTS INC.
2019 STOCK INCENTIVE PLAN2018 GO GREEN e-Consent makes2019;easy to go paperless. With e-Consent, yoube in the best interests of the Company and its stockholders to amend the Plan further to increase the aggregate number of shares available for sale under the 2019 Plan by 3,500,000 shares, to a total of 21,300,000 shares; and
2019 STOCK INCENTIVE PLAN
(amended, restated and renamed effective May 3, 2019)quickly access yourbe effective under Applicable Laws. Unless determined otherwise by the Administrator or as may otherwise be required to comply with Code Section 409A, a Grantee’s Continuous Service shall be deemed to have terminated either upon an actual termination of Continuous Service or upon the entity for which the Grantee provides services ceasing to be a Related Entity. Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Related Entity, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company, a Related Entity, or a successor in any capacity of Employee, Director or Consultant; provided, however, that, except as otherwise determined by the Administrator or provided in the Award Agreement or other agreement, any change in status from Employee to Consultant shall cause Continuous Service to be interrupted. Notwithstanding the foregoing, whether a change in status causes a “separation from service” under Code Section 409A shall be determined under rules applicable under Code Section 409A, to the extent applicable. An approved leave of absence shall include sick leave, military leave, or any other authorized personal leave. For purposes of each Incentive Stock Option granted under the Plan, if such leave exceeds three (3) months, and reemployment upon expiration of such leave is not guaranteed by statute or contract, then the Incentive Stock Option shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day following the expiration of such three (3) month period.materials, statementsstatement of the corporation in which such person is named as a nominee for director, without written objection to such nomination) shall be deemed to be an Incumbent Director; provided, however that no individual initially elected or nominated as a director of the corporation as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;eligible documents online, while reducing costs, clutterterms and paper waste. Enroll today via www.astfinancial.comconditions as established by the Administrator.enjoy online access. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 3, 2018: The Notice, Proxy Statement and Annual Report to Stockholders are available at www.veeco.com. Please sign, date and mail your proxy cardShares or cash compensation, as established by the Administrator, measured by appreciation in the envelope providedvalue of Common Stock.soondefined in Section 424(f) of the Code.possible. Please detach along perforated lineone and mailone-half (1.5) Shares for every one (1) Share issued in connection with such Award (and shall be counted as one and one-half (1.5) Shares for every one (1) Share returned or deemed not have been issued from the Plan pursuant to Section 3(b) below in connection with Awards other than Options and SARs). The Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common Stock.envelope provided. 20230300000000001000 3 050318 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE changesPlan to the registered name(s)contrary, Shares issued pursuant to replacement Awards granted under Section 6(d) shall not reduce the number of Shares available for issuance pursuant to Awards under the Plan.submitted via Note: Please sign exactlysold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Grantee, only by the Grantee. Notwithstanding the foregoing, the Grantee may designate one or more beneficiaries of the Grantee’s Award in the event of the Grantee’s death on a beneficiary designation form provided by the Administrator.your nameis determined by the Administrator.names appearDisability, (iii) replacement Awards granted pursuant to Section 6(d) in connection with acquisitions or other transactions, provided such replacement Awards do not reduce the vesting period of the award being replaced, or (iv) Awards granted after May 5, 2016 covering a maximum of five percent (5%) of the Shares authorized for issuance under the Plan.Proxy. WhenSection 7(a), in the case of an Award issued pursuant to Section 6(d), above, the exercise or purchase price for the Award shall be determined in accordance with the provisions of the relevant instrument evidencing the agreement to issue such Award.held jointly,Assumed in connection with the Corporate Transaction.holder should sign. When signingAward that is neither Assumed nor Replaced, such portion of the Award shall automatically become fully vested (and, as executor, administrator, attorney, trusteeapplicable, exercisable and released from any repurchase or guardian, please give full titleforfeiture rights (other than repurchase rights exercisable at Fair Market Value)) for all of the Shares (or other consideration) at the time represented by such portion of the Award, immediately prior to the specified effective date of such Corporate Transaction, provided that the Grantee’s Continuous Service has not terminated prior to such date, and (ii) for the portion of each Award that is Assumed or Replaced, any service-based vesting conditions shall not automatically be accelerated as such. Ifa result of the signerCorporate Transaction, but any performance-based vesting conditions shall be deemed achieved based on the greater of (A) assumed achievement of target performance and (B) actual performance as determined by the Administrator through the date of the Corporate Transaction (unless the Administrator determines that measurement of actual performance cannot be reasonably assessed, in which case the performance condition shall be deemed achieved based on assumed achievement of target performance). For purposes of clause (i) of this Section 11(b), if vesting of the Award is subject to the achievement of one of more performance conditions, the portion of such Award that shall become fully vested (and, as applicable, exercisable and released from any repurchase or forfeiture rights (other than repurchase rights exercisable at Fair Market Value)) shall be based on the greater of (A) assumed achievement of target performance and (B) actual performance as determined by the Administrator through the date of the Corporate Transaction (unless the Administrator determines that measurement of actual performance cannot be reasonably assessed, in which case vesting shall be based on assumed achievement of target performance).corporation, please sign full corporate nameCorporate Transaction shall remain exercisable as an Incentive Stock Option under the Code only to the extent the $100,000 dollar limitation of Section 422(d) of the Code is not exceeded.duly authorized officer, giving full titlethe stockholders of the Company at the Company’s 2019 Annual Meeting of Stockholders. It shall continue in effect until the 10th anniversary of the Amendment and Restatement Effective Date, unless sooner terminated. Subject to Section 17, below, and Applicable Laws, Awards may be granted under the Plan upon its becoming effective. Notwithstanding anything in the Plan to the contrary, to the extent any amendment to the Plan made after November 2, 2017 would cause any Award (or portion thereof) that was intended to qualify as such. If signerperformance-based compensation for purposes of Section 162(m) of the Code to fail to so qualify, such amendment shall not apply to such Award (or portion thereof).partnership, please signGrantee.partnership namerespect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.authorized person. THE BOARDits determination that the Grantee’s Continuous Service has been terminated for Cause for the purposes of this Plan.![[MISSING IMAGE: px_24veecoproxy1pg01-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/px_24veecoproxy1pg01-bw.jpg)
"FOR" THE ELECTION OF ALL DIRECTOR NOMINEES AND "FOR" PROPOSALS 2 AND 3. PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTEBLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN HERE x 1. ELECTION OF DIRECTORS: NOMINEES:FOLLOWS: KEEP THIS PORTION FOR ALL NOMINEESO Richard A. D'Amore Class III director O Keith D. JacksonClass III director WITHHOLD AUTHORITY FOR ALL NOMINEES FOR ALL EXCEPT (See instructions below) INSTRUCTIONS:YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY V35678-P05066 ! ! ! For All Withhold All For All Except For Against Abstain ! ! ! To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT”"For All Except" and fillwrite the number(s) of the nominee(s) on the line below. VEECO INSTRUMENTS INC. TERMINAL DRIVE PLAINVIEW, NEW YORK 11803 01) Richard A. D'Amore 02) Keith D. Jackson 03) Mary Jane Raymond Nominees: 1. To elect three directors named in the circle nextproxy statement to each nominee you wishhold office until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified; 3. To approve, on a non-binding advisory basis, the compensation of our named executive officers; 2. To approve an amendment to withhold, as shown here: FOR AGAINST ABSTAIN 2. APPROVAL OF THE ADVISORY VOTE ON EXECUTIVE COMPENSATION FOR AGAINST ABSTAIN 3. RATIFICATION OF THE APPOINTMENT OFVeeco's 2019 Stock Incentive Plan to increase the authorized shares of Veeco's common stock thereunder by 3,500,000 shares; 4. To ratify the appointment of KPMG LLP AS COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2018 In their discretion, the proxies are authorized to vote uponas our independent registered public accounting firm for 2024; and 5. To consider such other business as may properly come before the meeting. VEECO INSTRUMENTS INC. The Board of Directors recommends you vote FOR the following proposals: 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. ! ! ! ! ! ! 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/VECO2024 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.![[MISSING IMAGE: px_24veecoproxy1pg02-bw.jpg]](https://capedge.com/proxy/DEF 14A/0001104659-24-037293/px_24veecoproxy1pg02-bw.jpg)
Meeting. ThisMeeting: The Notice and Proxy Statement and Annual Report are available at www.veeco.com.VEECO INSTRUMENTS INC.Annual Meeting of StockholdersMay 9, 2024 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 the Annual Meeting of Stockholders to be held at 8:30 AM, EDT on May 9, 2024, at Terminal Drive, Plainview, New York 11803, and any adjournment or postponement thereof.This proxy, when properly executed, will be voted asin the manner directed herein by the undersigned stockholder.herein. If no such direction is made, this proxy will be voted FOR ALL NOMINEES in Proposal 1 and FOR Proposals 2 and 3. MARK “X” HERE IF YOU PLAN TO ATTEND THE MEETING. To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that this method. Signature of Stockholder Date: Signature of StockholderDate:
- 0 VEECO INSTRUMENTS INC. Proxy for Annual Meeting of Stockholders on May 3, 2018 Solicited on Behalf ofaccordance with the Board of Directors The undersigned hereby appoints John R. Peeler and Shubham Maheshwari, or either of them, each with full power of substitution and re-substitution, proxies to vote at the Annual Meeting of Stockholders of Veeco Instruments Inc. to be held on May 3, 2018 at 8:30 a.m. (ET) at 333 South Service Road, Plainview, New York 11803 and at all adjournments or postponements thereof, all shares of common stock of Veeco Instruments Inc. which the undersigned is entitled to vote as directed on the reverse side, and in their discretion upon such other matters as may come before the meeting or any adjournment or postponement thereof. (ContinuedDirectors' recommendations.Continued and to be signed on the reverse side) 14475 1.1