Veeco Instruments Inc. Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Veeco Instruments Inc. will hold its 2024 hybrid Annual Meeting of Stockholders on May 9, 2024, to vote on director elections, stock incentive plan amendments, auditor ratification, and executive compensation.</b>

AI Summary

VEECO INSTRUMENTS INC (VECO) filed a Proxy Statement (DEF 14A) with the SEC on March 21, 2024. The 2024 Annual Meeting of Stockholders for Veeco Instruments Inc. will be held on May 9, 2024, at 8:30 a.m. ET. The meeting will be a hybrid event, allowing attendance virtually via the internet or in person at the Plainview, NY headquarters. Key voting matters include the election of three directors, an amendment to the 2019 Stock Incentive Plan to increase authorized shares, and ratification of KPMG LLP as the independent auditor for 2024. A non-binding advisory vote to approve the compensation of named executive officers will also be conducted. Veeco is utilizing the SEC rule to furnish proxy materials over the internet to expedite receipt, lower costs, and conserve resources.

Why It Matters

For investors and stakeholders tracking VEECO INSTRUMENTS INC, this filing contains several important signals. The hybrid meeting format offers flexibility for stockholders to participate either virtually or in person. The proposed amendment to the 2019 Stock Incentive Plan could impact future equity compensation and share dilution.

Risk Assessment

Risk Level: low — VEECO INSTRUMENTS INC shows low risk based on this filing. The filing is a routine proxy statement with no immediate financial or operational concerns highlighted.

Analyst Insight

Stockholders should review the proposals regarding director elections, stock incentive plan amendments, and executive compensation before the May 9, 2024 meeting.

Key Numbers

• 8:30 a.m. Eastern Time — Meeting Start Time (2024 Annual Meeting of Stockholders)
• May 9, 2024 — Meeting Date (2024 Annual Meeting of Stockholders)
• 2027 — Director Term End (Directors elected to hold office until the 2027 Annual Meeting)
• 2024 — Fiscal Year End (Company Fiscal Year End)

Key Players & Entities

• Veeco Instruments Inc. (company) — Registrant
• KPMG LLP (company) — independent registered public accounting firm
• May 9, 2024 (date) — 2024 Annual Meeting of Stockholders
• 2019 Stock Incentive Plan (plan) — amendment to increase authorized shares
• Terminal Drive, Plainview, New York 11803 (location) — Veeco's headquarter offices

FAQ

Risk Factors

• SEC Rule for Internet Furnishing of Proxy Materials [low — regulatory]: The company is using SEC rules to furnish proxy materials online, which expedites delivery and lowers costs.

Industry Context

Veeco Instruments Inc. operates in the semiconductor equipment manufacturing industry, providing process equipment solutions.

Regulatory Implications

The filing adheres to SEC regulations for proxy statements, including rules for furnishing materials over the internet.

What Investors Should Do

1. Review the nominees for the Board of Directors and their qualifications.
2. Understand the proposed amendment to the 2019 Stock Incentive Plan and its potential impact.
3. Evaluate the ratification of KPMG LLP as the independent auditor and the advisory vote on executive compensation.

Key Dates

• 2024-05-09: 2024 Annual Meeting of Stockholders — Key date for voting on company matters.

Glossary

DEF 14A

Definitive Proxy Statement (Filed by Veeco Instruments Inc. to provide shareholders with information for the annual meeting.)

Hybrid Meeting

A meeting that can be attended both virtually and in person. (Allows shareholders flexibility in how they participate in the 2024 Annual Meeting.)

Year-Over-Year Comparison

This filing is a proxy statement (DEF 14A) for the upcoming annual meeting, providing details on voting matters.

Filing Documents

• tm242731d2_def14a.htm (DEF 14A) — 2039KB
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Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 5 Delinquent Section 16(a) Reports 6 GOVERNANCE Governance Highlights 7 Governance Policies and Practices 7 Independence of Board 8 Board Leadership Structure 8 Oversight of Risk Management 9 Compensation Risk 9 Board Meetings and Committees 9 Board Composition and Nomination Process 10 Compensation of Directors 11 Stock Ownership Guidelines: Directors 12 Certain Contractual Arrangements with Directors and Executive Officers 13 Corporate Social Responsibility 13 Investor Outreach 14 COMPENSATION Executive Officers 16 Compensation Discussion and Analysis 18 Compensation Committee Report 29 Summary Compensation Table 30 Grants of Plan-Based Awards 32 Outstanding Equity Awards at Fiscal Year End 33 Option Exercises and Stock Vested During 2023 35 Equity Compensation Plan Information 35 Potential Payments Upon Termination or Change in Control 36 Pay Ratio 40 Pay versus Performance 41 AUDIT MATTERS Audit Committee Report 45 Independent Auditor Fees and Other Matters 46 Pre-approval Policies and Procedures 46 Certain Relationships and Related Transactions 47 VOTING PROPOSALS Proposal 1 —Election of Directors Members of the Board 48 Proposal 2 —Amendment to the 2019 Stock Incentive Plan 53 Proposal 3 —Advisory Vote on Executive Compensation 60 Proposal 4 —Ratification of Appointment of KPMG 61 VOTING AND MEETING INFORMATION 62 APPENDIX A: AMENDMENT No. 2 to 2019 STOCK INCENTIVE PLAN A-1 i TABLE OF CONTENTS PROXY STATEMENT SUMMARY This summary highlights information relating to the items to be acted on at the Veeco Instruments Inc. ("Veeco" or the "Company") 2024 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-

Executive Compensation Highlights

Executive Compensation Highlights Here's What We Do Pay for Performance. We ensure that the compensation of our executives tracks the Company's performance and reflects our belief that the ratio of performance-based compensation to fixed compensation should increase with the level of the executive. Annual Say-on-Pay Vote. We conduct an annual Say-on-Pay advisory vote. Peer Group Selection. We review our compensation peer group annually, making adjustments as appropriate to ensure that our peers (1) operate in the semiconductor equipment and adjacent industry segments, (2) are neither excessively large or small compared to Veeco, and (3) reflect a range of companies where Veeco is at or around the median from both a revenue and market cap perspective. Performance-based Long-Term Incentives. The majority of the long-term incentives provided to our 2023 named executive officers ("NEOs", who are identified in the Summary Compensation Table in this Proxy Statement) are granted in the form of performance-based restricted stock units that feature a three-year performance period, are subject to 100% forfeiture, and are earned based on a comparison of Veeco's total shareholder return to that of the Russell 2000 Index ("R2000"). Beginning in 2022, stretch targets were incorporated in the awards; target awards will not be earned unless total shareholder return ("TSR") performance is at or above the 55 th percentile of the peer group. Capped Award Payouts. Cash payments earned under the annual Management Bonus Plan are capped at 2 times target. Stock Ownership Guidelines. Our stock ownership guidelines require our NEOs and members of our Board of Directors to hold Veeco stock in a specified multiple of their base salaries or annual cash retainers, as applicable. Our Chief Executive Officer ("CEO") is required to hold Veeco stock with a value equal to at least 6 times his base salary. Responsibly Administered Incentive Compensation Programs. The Board, with suppo

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information regarding the beneficial ownership of Veeco common stock as of March 13, 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 the Company, (iii) each named executive officer identified in the Summary Compensation Table in this Proxy Statement, and (iv) all directors and named executive officers as a group. Unless otherwise indicated, Veeco believes that each of the persons or entities named in the table exercises sole voting and investment power over the shares of Veeco common stock that each of them beneficially owns, subject to community property laws where applicable. Shares of Common Stock Beneficially Owned (1) Percentage of Total Shares Outstanding (1) Shares Options Total 5% or Greater Stockholders: BlackRock, Inc. (2) 8,694,097 — 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

View Full Filing

View this DEF 14A filing on SEC EDGAR