Independent
Tenure on this board
9.9 yrs
Also a director at
Amprius Technologies Inc (AMPX)
3 nominees · 4 ballot items.
Election of three directors; approval to increase authorized shares under the 2019 Stock Incentive Plan by 3,500,000 shares; advisory (non-binding) vote to approve named executive officer compensation; and ratification of KPMG LLP as independent registered public accounting firm for 2026.
Elect three nominees (Kathleen A. Bayless, Gordon Hunter, and Lena Nicolaides, Ph.D.) to hold office until the 2029 Annual Meeting of Stockholders.
Approve an amendment to the 2019 Stock Incentive Plan to increase the number of authorized shares by 3,500,000 shares (to a total of 24,800,000 shares).
This management proposal requests stockholder approval to amend Veeco's 2019 Stock Incentive Plan to add 3,500,000 shares to the plan reserve, increasing the total authorized shares under the plan to 24,800,000. Management explains that the additional shares are needed to continue granting equity-based awards used for compensation and retention, and anticipates the additional shares will support grants for about two years. The Board and the Compensation Committee administer the plan and emphasize governance features: a 1.5-for-1 charge for full-value awards, limits on annual grants per participant, no repricing of options/SARs without stockholder approval, and adjustments for corporate transactions. The proposal is routine for equity plan refreshes but has governance safeguards (individual award limits, non-repricing provisions, clawback policy, and committee administration). Approving this amendment will dilute current shareholders modestly — management estimates a maximum overhang of approximately 12% post-amendment — but aims to balance dilution against the retention and incentive benefits of equity compensation. The Board recommends a FOR vote, arguing that continuing to grant equity awards is critical to attract and retain talent and align management with shareholder interests. Potential stockholder concerns include dilution, the adequacy of share usage controls and historical burn rates; the company notes its three-year average value-adjusted burn rate (2.28%) is below ISS benchmark and plans to limit future burn rates to the ISS VABR benchmark.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
The management-sponsored advisory 'say-on-pay' proposal asks shareholders to ratify, on a non-binding basis, the executive compensation program described in the proxy, including the Compensation Discussion and Analysis and related tables. Management frames its pay program as performance-oriented with a high proportion of variable compensation (PRSUs and time-based RSUs), clawback and stock ownership guidelines, and compensation committee oversight; changes have been made over time in response to investor feedback (e.g., clawback updates, increased CEO ownership requirement). The Board recommends a FOR vote and will consider shareholder feedback if support is not strong. While advisory, the vote signals investor sentiment and can influence future compensation design and committee decisions.
Ratify the appointment of KPMG LLP as Veeco's independent registered public accounting firm for 2026 and approve their appointment for audit services.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 12.0% | 7,343,570 | $249M |
| 2 | BlackRock, Inc. | 10.9% | 6,666,834 | $226M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 7.7% | 4,683,726 | $159M |
| 4 | Neuberger Berman Group LLC | 5.7% | 3,450,662 | $117M |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 2,644,633 | $90M |
| 6 | STATE STREET CORP | 4.1% | 2,478,686 | $84M |
| 7 | MANUFACTURERS LIFE INSURANCE COMPANY, THE | 4.0% | 2,471,801 | $84M |
| 8 | DIMENSIONAL FUND ADVISORS LP | 3.7% | 2,260,370 | $77M |
| 9 | Fisher Asset Management, LLC | 3.6% | 2,169,509 | $73M |
| 10 | WESTWOOD HOLDINGS GROUP INC | 3.5% | 2,107,647 | $71M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.