Independent
Tenure on this board
10.0 yrs
Also a director at
Amprius Technologies Inc (AMPX)
Meeting calendar
VECO · Annual meeting · Thursday, May 7, 2026
Veeco Instruments Inc
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.
Market cap
$3.3B
1Y TSR
+214.0%
Board grade
A-
Record date
Mar 11, 2026
Filing
DEF 14A
Meeting concluded · May 7, 2026
Follow how the vote landed and what changed on Veeco Instruments Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot4
- 1
Election of Directors
ManagementBoard: FORElect three nominees (Kathleen A. Bayless, Gordon Hunter, and Lena Nicolaides, Ph.D.) to hold office until the 2029 Annual Meeting of Stockholders.
- 2
Amendment to the 2019 Stock Incentive Plan
ManagementBoard: FORApprove 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).
More detail
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.
- 3
Advisory Vote on Executive Compensation (Say-on-Pay
ManagementBoard: FORNon-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
More detail
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.
- 4
Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm for 2026
ManagementBoard: FORRatify the appointment of KPMG LLP as Veeco's independent registered public accounting firm for 2026 and approve their appointment for audit services.
Director elections
Nominees on the ballot3
Independent
Tenure on this board
24.1 yrs
Also a director at
Littelfuse Inc (LFUS)
Independent
Tenure on this board
3.6 yrs
Ownership
Latest 13F quarterTop institutional holders10
| # | 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 |
Peers
Nearest market capOther Technology sector meetings6
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Reference
Frequently asked questions
- When is the Veeco Instruments Inc 2026 annual meeting?
- Veeco Instruments Inc (VECO) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.
- What is the record date for the Veeco Instruments Inc 2026 meeting?
- The record date for the Veeco Instruments Inc 2026 meeting is Wednesday, March 11, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Veeco Instruments Inc's 2026 meeting?
- The board is presenting 3 director nominees at the Veeco Instruments Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Veeco Instruments Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Veeco Instruments Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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