VEECO INSTRUMENTS INC

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PROXY STATEMENT SUMMARY

This summary highlights information relating to the items to be acted on at the Veeco Instruments Inc. (“Veeco” or the “Company”) 2025 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, 2024 filed with the U.S. Securities and Exchange Commission (“SEC”) on February 14, 2025 (the “Annual Report”).

Abstentions as to any matter are counted in determining the presence of a quorum at the Annual Meeting but are not included in the vote count for the election of directors. Abstentions will not have an effect on the outcome of the votes for any of the proposals.

Summary of Information Regarding the Board of Directors

Members of Veeco’s Board of Directors (“Board of Directors” or the “Board”) are listed below. Drs. Chand and Miller and Mr. St. Dennis have been nominated for re-election to the Board.

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(1)

Independence determined based on NASDAQ rules.

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AC — Audit Committee

CC — Compensation Committee

GC — Governance Committee

C — Chairperson

M — Member

FE — Audit Committee financial expert (as determined based on SEC rules)

Corporate Governance Specifics

Executive Compensation Highlights

Here’s What We Do…

Pay for Performance. We ensure our executive compensation 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 a revenue perspective.

Performance-based Long-Term Incentives. The majority of the long-term incentives provided to our 2024 named executive officers (“NEOs”, identified in the Summary Compensation Table in this Proxy Statement) are granted in the form of performance-based restricted stock units (“PRSUs”) 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, we incorporated stretch targets in our PRSU 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 two 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 maintain an ownership interest in Veeco stock with a value equal to at least six times his base salary.

Equity Award Grant Practices. The effective grant date for equity awards to members of our Board is typically the day following our Annual Meeting of Stockholders. For grants to our NEOs, the effective date is the day approved by the Compensation Committee, typically in March of each year. Veeco does not currently grant stock options to its employees or Board members. Eligible employees, including our NEOs, may voluntarily enroll in our Employee Stock Purchase Plan (“ESPP”) and receive an option to purchase shares at a discount using payroll deductions accumulated during the prior six-month period. Purchase dates under the ESPP are generally the last trading day in June and December. The Compensation Committee does not grant equity awards in anticipation of the release of material nonpublic information. Similarly, we do not time the release of material nonpublic information based on equity award grant dates.

Responsibly Administered Incentive Compensation Programs. The Board, with support from Veeco management, has consistently exercised negative discretion where appropriate in the case of unintended consequences.

Minimum Vesting Period. Time-based equity awards feature vesting periods typically three years in length, and our 2019 Stock Incentive Plan specifies a one-year minimum vesting period for equity awards, with limited exceptions.

Stock Option Provisions. Our 2019 Stock Incentive Plan prohibits the cash buyout of underwater stock options and the repricing of stock options without stockholder approval. The Company has not engaged in either of these practices.

Double-Trigger Change in Control Arrangements. Our policy requires both a change in control and termination of employment before change in control benefits are triggered.

Clawback Policies. In 2023, our Board of Directors adopted a Compensation Recoupment Policy for Executive Officers, which complies with recently issued SEC regulations and requires the return and forfeiture by our executive officers, in applicable circumstances, of erroneously awarded incentive-based compensation associated with a financial restatement, even where the particular executive officer has not engaged in any wrongdoing. In addition, for Veeco’s non-executive officer employees, Veeco maintains a recoupment policy, providing that all forms of incentive compensation and equity-based compensation awards are subject to recoupment and forfeiture in the event of a financial restatement due to fraud or intentional illegal conduct by the employee.

Annual Bonus. Amounts that can be earned under our annual incentive programs are based solely on performance against corporate financial and individual goals.

Stockholder Engagement. We routinely engage with stockholders and, as appropriate, with proxy advisory firms to better understand their perspectives regarding executive compensation best practices, and we have incorporated many of these practices into our executive compensation programs.

Here’s What We Don’t Do…

No Multi-Year Guarantees. We do not offer multi-year guarantees for salary increases, bonuses or equity awards.

No Overly Generous Change in Control Benefits. We have used change in control protections sparingly and have limited cash payments to 1.5 to 2.0 times base salary and bonus.

No Change in Control Severance Tax Gross-Ups. We do not provide tax gross-ups for benefits that may become payable in connection with a change in control.

No Hedging and/or Pledging. Our Securities Trading Policy prohibits all employees and directors from hedging or pledging their Veeco shares.

Limited Pension Benefits. We do not maintain a defined benefit pension plan or a supplemental executive retirement plan. The Company’s 401(k) savings plan is our only pension benefit.

No Retirement Benefits. We do not offer retirement health and welfare benefits to our employees.

No Excessive Perquisites. We do not provide executives with perquisites such as financial planning, use of corporate aircraft, or the like.