Corporate Governance Overview

Veeco’s Board of Directors and management are committed to responsible corporate governance to ensure that Veeco is managed for the long-term benefit of its stockholders. To that end, the Board of Directors and management review published guidelines and recommendations of institutional stockholder organizations and current best practices of similarly situated public companies. The Board and management periodically evaluate and, when appropriate, revise Veeco’s corporate governance policies and practices in light of these guidelines and practices and to comply with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and listing standards issued by the Securities and Exchange Commission (“SEC”) and The Nasdaq Stock Market, Inc. (“Nasdaq”).

Veeco’s Corporate Governance Guidelines provide that at least two-thirds of the Board of Directors must be independent in accordance with the NASDAQ listing standards.  Currently, 75% of Veeco’s eight continuing directors and nominees are independent, and none serve on more than two other public company boards. All of Veeco’s directors attended each Board meeting held in 2018, and at least 75% of applicable committee meetings. Veeco undergoes an annual Board, committee and individual director self-evaluation process, and the independent directors, guided by the independent Lead Director, meet regularly without management and perform an annual performance assessment of the Chief Executive Officer.

Corporate Governance Policies and Practices

Veeco has instituted a variety of policies and practices to foster and maintain corporate governance, including the following:

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Corporate Governance Guidelines

Veeco adheres to written Corporate Governance Guidelines, adopted by the Board and reviewed by the Governance Committee from time to time. The Corporate Governance Guidelines relate to director qualifications, conflicts of interest, succession planning, annual board and committee 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.

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Code of Business Conduct

Veeco maintains written standards of business conduct applicable to all of its employees worldwide.

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Code of Ethics for Senior Officers

Veeco maintains a Code of Ethics that applies to its Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer.

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Director Education Policy

Veeco has adopted a written policy under which it encourages directors to attend, and provides reimbursement for the cost of attending, director education programs.

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Disclosure Policy

Veeco maintains a written policy that applies to all of its employees with regard to the dissemination of information.

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Environmental and Social Policies and Practices

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Environmental & Social Responsibility Statement

Veeco has adopted a Environmental & Social Responsibility Statement, which applies across Veeco and to its suppliers, to help improve social, ethical, safety and environmental conditions across the Veeco organization.

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Conflict Minerals Policy

Veeco maintains a written policy that applies to the Conflict Minerals rule within the 2010 Dodd-Frank Wall Street and Consumer Protection Act.

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Board Committee Charters

Each of Veeco’s Audit, Compensation and Governance Committees has a written charter adopted by Veeco’s Board that establishes practices and procedures for each committee in accordance with applicable corporate governance rules and regulations.

Independence of the Board 

Veeco’s Corporate Governance Guidelines provide that at least two-thirds of the Board of Directors must be independent in accordance with the NASDAQ listing standards.  In addition, service on other boards must be consistent with Veeco’s conflict of interest policy and the nature and time involved in such service is reviewed when evaluating suitability of individual directors for election.

Independence of Current Directors.  Veeco’s Board of Directors has determined that all of the directors are “independent” within the meaning of the applicable NASDAQ listing standards, except Mr. Peeler, the Company’s Chairman and Dr. Miller, the Company's Chief Executive Officer. 

Independence of Committee Members.  All members of Veeco’s Audit, Compensation and Governance Committees are required to be and are independent in accordance with NASDAQ listing standards.  

Compensation Committee Interlocks and Insider Participation.  During 2018, none of Veeco’s executive officers served on the board of directors of any entity whose executive officers served on Veeco’s Compensation Committee.  No current or past executive officer of Veeco serves on our Compensation Committee.  The members of our Compensation Committee are Messrs. D’Amore, Hunter and St. Dennis.

Board Access to Independent Advisors.  The Board members have full and free access to the officers and employees of Veeco and are permitted to retain independent legal, financial or other advisors as the Board or a Committee deems necessary.

Director Resignation Upon Change in Employment.  The Corporate Governance Guidelines provide that a director shall submit his or her resignation if he or she changes his or her principal employment, from what it was when he or she was elected as a director, or undergoes a change affecting his or her qualification as a director or fails to receive the required number of votes for re-election.  Upon such submission, the Board shall 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.

Board Leadership Structure

Mr. Peeler, formerly the Company's Chief Executive Officer, serves as Chairman of the Board.  We have a separate, independent Lead Director.  Although we do not have a formal policy addressing the topic, we believe that when the Chairman of the Board is an employee or former 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.  He also 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 and the CEO regarding Board meeting agendas;
  • has the authority to call meetings of the independent directors;
  • chairs executive sessions of the independent directors including, where appropriate, setting the agenda and later briefing the CEO on issues discussed during the session;
  • oversees the annual performance evaluation of the CEO;
  • consults with the Governance Committee, the Chairman of the Board and the CEO regarding assignment of Board members to various committees; and
  • performs such other functions as the Board may require.

Mr. D’Amore has served as Lead Director since 2016.  

We believe the combination of Dr. Miller as our Chief Executive Officer, Mr. Peeler as our Chairman and Mr. D'Amore, 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.

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