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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, nine of Veeco’s ten directors are independent, and none serve on more than two other public company boards. Veeco undergoes an annual Board, committee and individual director self-evaluation process, and the independent directors, guided by the independent Chairman, meet regularly without management and perform an annual performance assessment of the Chief Executive Officer.

Corporate Governance Policies and Practices

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 and its Board of Directors have determined that all of the directors are “independent” within the meaning of the applicable NASDAQ listing standards, except Dr. Miller, the Company's Chief Executive Officer. This determination includes Dr. Lena Nicolaides, who was appointed to the Veeco Board on November 21, 2022. Dr. Nicolaides, who currently serves as Senior Vice President and General Manager of a pattern inspection process control division for KLA Corporation, has never been employed by Veeco, and there have been no transactions (per Item 404a of Regulation S-K) between Dr. Nicolaides, KLA Corporation, or Dr. Nicolaides’ immediate family members’ current employers, and Veeco in the last fiscal year.

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 2019, 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. Richard D’Amore, General Partner of North Bridge Venture Partners, serves as Chairman of the Board. The board has determined that Mr. D’Amore is independent.

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 Chairman also:

  • confers with 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, and the CEO regarding assignment of Board members to various committees; and
  • performs such other functions as the Board may require.

Mr. D’Amore became Chairman of the board in 2020.

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