DEF 14A of Veeco Instruments Inc, Mar 19, 2026

DEF 14A of Veeco Instruments Inc

Filed Mar 19, 2026 · FY20250001104659-26-032085

Open on EDGAR

  1. Summary of Information Regarding the Board of Directors

    Summary of Information Regarding the Board of Directors Members of Veeco’s Board of Directors (“Board of Directors” or the “Board”) are listed below. Ms. Bayless, Mr. Hunter and Dr. Nicolaides have been nominated for re-election to the Board.

  2. Summary of Information Regarding the Board of Directors

    | | | Director since | Independent(1) | Committee Membership | | | | Name | Age | | | AC | CC | GC | | Kathleen A. Bayless | 69 | 2016 | Yes | C/FE | M | | | Sujeet Chand, Ph.D. | 68 | 2021 | Yes | | | M | | Richard A. D’Amore | 72 | 1990 | Yes (Chair) | | M | | | Gordon Hunter | 74 | 2010 | Yes | | C | M | | Keith D. Jackson | 70 | 2012 | Yes | M/FE | | C | | William J. Miller, Ph.D. | 57 | 2018 | No | | | | | Lena Nicolaides, Ph.D. | 55 | 2022 | Yes | | | M | | Mary Jane Raymond | 65 | 2019 | Yes | M/FE | | | | Thomas St. Dennis | 72 | 2016 | Yes | M/FE | M | |

  3. Summary of Information Regarding the Board of Directors

    Independence determined based on NASDAQ rules. AC — Audit Committee CC — Compensation Committee GC — Governance Committee C — Chairperson M — Member FE — Financial Expert (as determined based on SEC rules)

  4. Corporate Governance Specifics

    Corporate Governance Specifics

  5. Corporate Governance Specifics

    | Board and Other Governance Information | As of March 19, 2026 | | Size of Board as Nominated | 9 | | Average Age of Director Nominees and Continuing Directors | 66.9 years | | Average Tenure of Director Nominees and Continuing Directors | 11.4 years | | Standard Deviation of Director Tenure | 9.0 years | | Percentage of Continuing Directors and Nominees who are Independent | 88.9% | | Percentage of Directors who attended all Board Meetings (which they were eligible to attend) | 88.9% | | Number of Director Nominees and Continuing Directors Who Serve on More Than Three Public Company Boards (total, including the Company) | 0 | | Number of Other Public Company Boards Served by Board Chairman | 1 | | Directors Subject to Stock Ownership Guidelines (3x annual cash retainers) | Yes | | Annual Election of Directors | No | | Voting Standard | Majority | | Plurality Voting Carve-out for Contested Elections | Yes | | Independent Chairman | Yes | | Independent Directors Meet Without Management Present | Yes | | Annual Board, Committee and Individual Director Self-Evaluations | Yes | | Annual Independent Director Evaluation of Chief Executive Officer | Yes | | Risk Oversight by Full Board and Committees | Yes | | Board Orientation/Education Program | Yes | | Code of Conduct Applicable to Directors | Yes | | Stockholder Ability to Call Special Meetings | 50% of Outstanding Shares | | Stockholder Ability to Act by Written Consent | No | | Poison Pill | No | | Percentage of Multiple Voting Rights or Voting Certificates Relative to Total Voting Rights | 0% | | Percentage of Issued Share Capital Composed of Non-Voting Shares | 0% |

  6. Compensation of Directors

    Compensation of Directors Veeco’s Director Compensation Policy provides that members of the Board of Directors who are not employees of Veeco shall be paid a quarterly retainer in the amount of $17,500. Additional quarterly retainers are paid for committee membership, as follows:

  7. Compensation of Directors

    | Board Committee | Quarterly Retainer for Non-Chair Membership ($) | Quarterly Retainer for Chair Membership ($) | | Audit | 2,625(1) | 6,250 | | Compensation | 2,500(2) | 5,000(3) | | Governance | 1,250 | 2,500 |

  8. Compensation of Directors

    (1) The quarterly retainer for service as an Audit Committee non-Chair was increased from $2,500 to $2,625 effective July 1, 2025. (2) The quarterly retainer for service as Compensation Committee non-Chair was increased from $2,000 to $2,500 effective July 1, 2025. (3) The quarterly retainer for service as Compensation Committee Chair was increased from $4,125 to $5,000 effective July 1, 2025. An additional quarterly retainer in the amount of $13,750 is paid for service as the Board Chairman (increased from $12,500 per quarter effective July 1, 2025). Board members do not receive fees for attending meetings either in person or telephonically. Each non-employee Director shall also receive an annual grant of shares of restricted stock having a fair market value in the amount determined by the Compensation Committee from time to time. For 2025, the Compensation Committee determined that the value of this annual award should be $165,000 per Director, which amount was amended to $170,000 per Director effective July 1, 2025. The restrictions on these shares lapse on the earlier of the first anniversary of the date of grant or the date immediately preceding the date of the next annual meeting of stockholders. In addition, the Company’s Director Compensation Policy gives the Board the authority to compensate Directors who perform significant additional services on behalf of the Board or a Committee. Such compensation is to be determined by the Board in its discretion, taking into consideration the scope and extent of such additional services. The Company’s 2019 Stock Incentive Plan places an annual limit on total Director compensation in the amount of $400,000. Directors who are employees, currently only Dr. Miller, do not receive additional compensation for serving as Directors. The following table provides information on compensation awarded or paid to the non-employee Directors of Veeco for the fiscal year ended December 31, 2025.

  9. Compensation of Directors

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | All Other Compensation ($) | Total ($) | | Kathleen A. Bayless | 104,000 | 164,991 | — | 268,991 | | Sujeet Chand | 75,000 | 164,991 | — | 239,991 | | Richard A. D’Amore | 131,500 | 164,991 | — | 296,491 | | Gordon Hunter | 93,250 | 164,991 | — | 258,241 | | Keith D. Jackson | 90,250 | 164,991 | — | 255,241 | | Lena Nicolaides | 75,000 | 164,991 | — | 239,991 | | Mary Jane Raymond | 80,250 | 164,991 | — | 245,241 | | Thomas St. Dennis | 89,250 | 164,991 | — | 254,241 |

  10. Compensation of Directors

    (1) Represents the sum of quarterly retainers paid for Board service during 2025. (2) Reflects awards of 8,291 shares of restricted stock to each Director on May 9, 2025. These restricted stock awards vest on the earlier of (i) the first anniversary of the date of grant, and (ii) the date immediately preceding the date of the next annual meeting of stockholders. In accordance with SEC rules, the amounts shown reflect the grant date fair value of the award, which was $19.90 per share for the awards made on May 9, 2025. (3) As of December 31, 2025, there were outstanding the following aggregate numbers of stock awards and option awards held by each non-employee Director of the Company:

  11. Compensation of Directors

    | Outstanding Equity Awards at Fiscal Year End | | | | Name | Stock Awards (#) | Option Awards (#) | | Kathleen A. Bayless | 8,291 | — | | Sujeet Chand | 8,291 | — | | Richard A. D’Amore | 8,291 | — | | Gordon Hunter | 8,291 | — | | Keith D. Jackson | 8,291 | — | | Lena Nicolaides | 8,291 | — | | Mary Jane Raymond | 8,291 | — | | Thomas St. Dennis | 8,291 | — |

  12. Certain Contractual Arrangements with Directors and Executive Officers

    Certain Contractual Arrangements with Directors and Executive Officers Veeco has entered into indemnification agreements with each of its Directors, executive officers and certain senior officers. Generally, the indemnification agreements are designed to provide the maximum protection permitted under Delaware law for the indemnification of a covered individual. The indemnification agreements provide that Veeco will indemnify such persons against certain liabilities that may arise by reason of their status or service to the Company and that the Company will advance expenses incurred as a result of proceedings against them as to which they may be indemnified. Under the indemnification agreements, a covered individual will receive indemnification if he or she is found to have acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of Veeco and with respect to any criminal action, if he or she had no reasonable cause to believe his or her conduct was unlawful.

  13. Executive Compensation Highlights

    Executive Compensation Highlights The semiconductor and thin-film process equipment industries, which comprise Veeco’s served markets, are highly cyclical and marked by periods of volatility that can be difficult to predict. Our products require significant R&D investment sustained over long time periods, and our customers’ buying decisions are highly dependent on technology trends and industry supply and demand patterns. Our executive compensation programs are designed to align with these market conditions, balance the short- and long-term interests of stockholders and executives, and, at the same time, attract and retain executives through extended business downturns, motivating them for our long-term success. Veeco seeks to foster a performance-oriented culture by linking a significant portion of each executive’s compensation to the achievement of performance targets that are important to our stockholders and the Company’s success. Our executive compensation program is structured so that a meaningful percentage of compensation is tied to objectives that are considered challenging in light of anticipated market conditions at the time they are established. We have implemented several changes over the years, many in response to discussions with our stockholders. In particular, Veeco: • in 2023, updated our Compensation Recoupment Policy to conform to SEC requirements; • in 2023, eliminated car allowances for our executives; • in 2022, increased the level of performance required to earn target awards under our performance-based restricted stock units (“PRSUs”) from the 50th percentile to the 55th percentile of the peer group; • in 2020, increased the stock ownership requirement for the Company’s CEO from four times base salary to six times base salary; • increased the portion of annual long-term incentives delivered to NEOs in the form of PRSUs from a simple majority in 2018 to 60% in 2019 and to 65% in 2020; • in 2019, adopted a negative TSR cap that limits PRSU awards to 100% if the Company’s 3-year TSR is negative, regardless of the Company’s relative performance; • in 2019, expanded the Company’s Compensation Recoupment Policy to include equity in the compensation subject to recuperation; • in 2018, adopted a relative performance metric for PRSU awards based on TSR over a 3-year period, comparing the Company’s performance to that of the Russell 2000 Index; • in 2018, adopted different metrics under short- and long-term incentives; • in 2015, established full 3-year vesting for PRSU awards; and • in 2015, amended the Company’s stock incentive plan to (i) specify that any dividends earned shall be subject to the same vesting provisions as for the underlying award, (ii) define the treatment of performance-based equity awards in the event of a change in control, and (iii) specify a minimum vesting period of one year for equity awards with limited exceptions.

  14. Executive Compensation Strategy and Objectives

    Our target pay mix places significant emphasis on variable compensation, comprising PRSU awards, time-based equity awards, and an annual bonus opportunity. As shown in the charts below, 81% and 58% of the 2025 compensation for our CEO and other NEOs, respectively, was performance-based. Due to stretch targets, no bonuses were earned under the 2025 annual bonus plans.

  15. Executive Compensation Governance and Procedures

    Executive Compensation Governance and Procedures The Compensation Committee (in this Compensation Discussion and Analysis, the “Committee”) administers the Company’s compensation programs under a charter adopted by the Board. The charter authorizes the Committee to administer and interpret the Company’s compensation and equity plans and to establish rules for their implementation and administration. The Committee, consisting of four independent Directors, works closely with the Company’s CEO and the Head of Human Resources, and relies on information provided by Compensation Strategies, Inc., the Company’s independent compensation consultant. When making compensation decisions, the Committee considers compensation practices and the competitive market for executives at companies where Veeco competes for talent. To this end, the Company utilizes several resources, which in 2025 included compensation surveys prepared by Radford and executive compensation information compiled from the proxy statements of other companies, including our peer group. Veeco’s peer group (the “Peer Group”) reflects companies that closely resemble Veeco based on industry, competition for talent, and size. In April 2024, the Committee determined that, based on these considerations (including, without limitation, size as measured by revenue), the Peer Group consisted of the following 20 companies, which were used for 2025 compensation planning:

  16. Executive Compensation Governance and Procedures

    The Company considers the Peer Group’s executive compensation practices and the Radford survey (hereinafter, collectively, the “market data”), among other factors, when setting compensation. We set market pay levels representative of the 50th percentile of the market data. Although the Committee considers the Peer Group’s executive compensation practices and broader market data when setting compensation, it does not benchmark compensation to any specific percentile or ranking within the market data. Individual compensation levels may vary within a range around market due to Veeco’s financial and operating performance, personal performance, experience, criticality, and competitive factors. For 2025, the total target compensation for Veeco’s NEOs and other executives was generally around the 50th percentile of the market. Given the performance emphasis in Veeco’s executive compensation program, actual compensation earned or received can vary significantly with results. Actual cash compensation for 2025 was below targeted opportunity levels, reflecting the strong linkage between pay and performance and results below expectations. In addition to reviewing market data, the Committee meets with the Company’s CEO and Head of Human Resources to consider recommendations on compensation for the NEOs and other executives. These recommendations include base salary levels, cash bonus targets and awards, and equity compensation awards. The Committee considers these recommendations, along with other factors, in determining specific compensation levels for the NEOs. The Committee discusses the elements of the CEO’s compensation with him but makes the final decisions on CEO compensation without him present. Decisions regarding the Company’s compensation program elements are made by the Committee at regularly scheduled and ad hoc meetings. Issues of significant importance are often discussed over several Committee meetings. This practice allows the Committee to raise and address concerns before reaching a decision. Before each meeting, Committee members receive the written materials, information, and analyses required to support the Committee’s decision-making process. To the extent possible, Committee meetings are held in person. When this is not possible, meetings are held via video conference or telephone. The CEO and the Head of Human Resources are regularly invited to Committee meetings, and the Committee also meets privately in an executive session to consider certain matters, including, but not limited to, the CEO’s compensation.

  17. Elements of Our Executive Compensation Program

    Annual Cash Bonus The Company offers the opportunity, but not the guarantee, of cash bonuses under its annual bonus plan to attract and reward executives, consistent with the belief that a significant portion of executive compensation should be performance-based. As a result, individuals are compensated for achieving specific financial and individual performance goals that are closely aligned with stockholder value. The Company believes that the opportunity to earn cash bonuses motivates executives to meet performance objectives linked to creating stockholder value. The Company uses profitability as the financial element of its bonus plan. The total bonus award for an individual was capped at 200% of target bonus. Executives must generally be employed at the time awards are paid to receive a bonus for the period to which the bonus relates. 2025 Management Bonus Plan On February 5, 2025, the Committee approved the 2025 Management Bonus Plan (the “2025 Plan”) and its specific metrics. The 2025 Plan was based on the Company’s financial performance, as measured by adjusted operating income (“Adjusted Operating Income”). The Committee elected to use Adjusted Operating Income as the financial metric for the 2025 Plan because it closely aligns operating performance with earnings per share, a key driver of shareholder value. The 2025 Plan provided funding for a bonus pool only if Adjusted Operating Income exceeded $96.7 million, or 110% of the business plan for operating income (the “Threshold” performance level); the pool would not be funded, and bonus awards would not be earned, if Adjusted Operating Income fell below this Threshold. If the pool is funded, bonus awards to participants would be made from this fixed pool in accordance with participants’ target bonus amounts. The Committee established a stretch bonus target that would fund 25% of target bonuses for achievement of 110% of the 2025 business plan. The Committee further established an accelerated bonus pool funding rate that would fund 100% of target bonuses for achievement of 150% of the 2025 business plan. These measures were adopted in anticipation of a challenging year and to balance the interests of shareholders and employees. For 2025, Adjusted Operating Income of $84.3 million fell short of the plan threshold and, as a result, the bonus pool was not funded and no awards were earned. 2026 Annual Incentive Plan On December 18, 2025, the Committee approved the 2026 Annual Incentive Plan (the “2026 Plan”). For 2026, the Committee established a bonus plan to fund target bonuses for achievement of the 2026 business plan. These measures were adopted to balance the interests of shareholders and employees. The Committee elected to retain Adjusted Operating Income as the financial metric for the 2026 Plan and to set a threshold of approximately 25% of the business plan. Accordingly, the bonus pool will not be funded, and bonus awards will not be earned if Adjusted Operating Income is below the threshold. If the pool is funded, awards will be made to participants from this fixed pool based on their target bonus amounts. Twenty-five percent (25%) of a participant’s target bonus, after adjustment for Adjusted Operating Income results, will be modified based on individual performance against goals established at the beginning of the year. Awards for individual performance will be paid from this fixed pool and may range from 0% to 150%. The total bonus award for an individual is capped at 200% of target bonus. Target bonuses for 2026 for each of the NEOs were neither increased nor decreased and, expressed as a percent of base salary, are as follows:

  18. Elements of Our Executive Compensation Program

    | Name | Target Bonus for 2026 | | W. Miller | 110% | | J. Kiernan | 75% | | A Devasahayam | 60% | | P. Porshnev | 60% | | S. Wilkerson | 75% |

  19. Elements of Our Executive Compensation Program

    Equity-Based Compensation The Company believes that a substantial portion of an executive’s compensation should be awarded in equity because equity-based compensation is directly aligned with stockholder interests. Equity awards vest over time, first subject to performance-based eligibility, and then to the recipient’s continued employment. As such, they serve as both a significant performance and retention incentive. Equity awards also help build stock ownership among the Company’s executives. The Committee also believes that a significant portion of the long-term incentive value for higher-level executives, including the NEOs, should be performance-based equity compensation, currently granted as PRSU awards. 2025 Long-term Incentive Awards The Company granted equity-based awards to the NEOs and other key employees in 2025:

  20. Elements of Our Executive Compensation Program

    | | | Performance-based Restricted Stock Units | | | Time-based Restricted Stock | | | | Name | Date of Grant | Amount | Fair Market Value Per Share | Total Value ($)(1) | Amount | Fair Market Value Per Share | Total Value ($) | | W. Miller | 03/14/2025 | 91,000 | $21.30 | $1,938,300 | 49,000 | $21.30 | $1,043,700 | | J. Kiernan | 03/14/2025 | 26,000 | $21.30 | $553,800 | 14,000 | $21.30 | $298,200 | | A. Devasahayam | 03/14/2025 | 15,600 | $21.30 | $332,280 | 8,400 | $21.30 | $178,920 | | P. Porshnev | 03/14/2025 | 15,600 | $21.30 | $332,280 | 8,400 | $21.30 | $178,920 | | S. Wilkerson | 03/14/2025 | 15,600 | $21.30 | $332,280 | 8,400 | $21.30 | $178,920 |

  21. Elements of Our Executive Compensation Program

    | Performance Range | Percentile Rank of Russell 2000 Index | Percentage of Units Earned(1) | | Maximum | 75th Percentile | 200% | | Target | 55th Percentile | 100% | | Threshold | 25th Percentile | 50% | | Below Threshold | Less than 25th Percentile | 0% |

  22. Elements of Our Executive Compensation Program

    (1) With linear interpolation between percentile ranks to apply. The terms of the 2025 PRSU awards also included a negative TSR cap that limits awards to 100% if the Company’s TSR is negative, even if the Company is above the 55th percentile of the comparison group. The 2025 time-based restricted stock awards granted under the Company’s annual award program are subject to ratable vesting over a three-year period. 2026 Annual Awards The 2026 annual awards to our NEOs will consist entirely of time-based RSUs, as required by the Merger Agreement. The 2026 time-based restricted stock awards are subject to ratable vesting over a 3-year period. Earned PRSU Awards In March 2025, the Committee determined that the three-year TSR threshold associated with the PRSU awards granted to the NEO’s in March of 2022 had been exceeded but fell short of the target. The Company’s 3-year TSR was at the 48th percentile of the Russell 2000 3-year TSR, resulting in an award of 88.3% of target. Under the terms of the award, 88.3% of the target award was earned, and 100% of the earned units vested upon such determination. Treatment of RSUs and PRSUs in the Merger Under the Merger Agreement, each unvested RSU and unvested PRSU, including awards granted to our named executive officers following the date of the Merger Agreement, will be assumed by Axcelis and converted into time-based RSUs covering a number of shares of Axcelis common stock equal to the number of unvested shares subject to such RSU or PRSU (with performance measured at the greater of target or actual performance for PRSUs), multiplied by the exchange ratio (as set forth in the Merger Agreement). Benefits and Perquisites The Company provides benefits and perquisites to its executive officers, which it believes are required to remain competitive to promote employee productivity and loyalty to the Company. The Company’s NEOs participate in the benefit plans on the same basis as other similarly situated employees. The Committee periodically reviews the benefits and perquisites provided to its executive officers who, for 2025, included eligibility for the following: • a 401(k) savings plan under which it provides matching contributions of fifty cents for every dollar a participant contributes, up to 6% of such employee’s eligible compensation, up to a maximum of $10,500. The plan calls for the vesting of Company contributions over the initial five years of a participant’s employment with the Company; • group health and term life insurance; • wellness incentives; and • an Employee Stock Purchase Plan. Amounts for 401(k) matching contributions, group term life insurance premiums, and wellness incentives are included under “All Other Compensation” in the Summary Compensation Table below. Note that the Company discontinued its practice of providing car allowances to its executive officers in 2023. The Company does not maintain other perquisite programs, such as post-retirement health and welfare benefits or defined or supplemental pension benefits, for its employees. In 2009, the Company adopted the Senior Executive Change in Control Policy, which is described in the Potential Payments Upon Termination or Change in Control section below. Summary of Executive Compensation The Committee believes that our compensation practices are balanced and competitive, and have enabled Veeco to attract and retain the executive talent needed for the Company’s successful operations and transformation. Increases in financial performance and stock price have resulted in corresponding increases in executive compensation, reflecting the effective alignment of interests between the Company’s executives and its stockholders. Accordingly, the Committee further believes that the total compensation for our NEOs is fair and reasonable and is consistent with the Company’s executive compensation philosophies.

  23. Summary Compensation Table

    Summary Compensation Table The following table sets forth a summary of annual and long-term compensation awarded to, earned by, or paid for the fiscal year ended December 31, 2025 to (a) the principal executive officer of Veeco, (b) the principal financial officer of Veeco, and (c) each of the three next most highly-compensated executive officers (as defined in Rule 3b-7 under the Exchange Act) of Veeco serving at the end of the year (the “NEOs”).

  24. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | William J. Miller | 2025 | 680,961 | — | 3,931,130 | — | 0 | 12,733 | 4,624,824 | | CEO | 2024 | 660,146 | — | 5,742,360 | — | 451,265 | 12,847 | 6,866,618 | | | 2023 | 633,400 | — | 3,531,188 | — | 434,069 | 12,347 | 4,611,004 | | John P. Kiernan | 2025 | 442,308 | — | 1,123,180 | — | 0 | 14,102 | 1,579,590 | | SVP, CFO | 2024 | 430,531 | — | 1,546,020 | — | 204,885 | 14,114 | 2,195,550 | | | 2023 | 418,400 | — | 762,737 | — | 195,498 | 13,664 | 1,390,299 | | Adrian Devasahayam | 2025 | 415,962 | — | 673,908 | — | 0 | 12,822 | 1,102,692 | | SVP, Product Line | 2024 | 399,185 | — | 1,461,120 | — | 158,327 | 11,592 | 2,030,224 | | Mgmt. | 2023 | 383,400 | — | 677,988 | — | 145,107 | 11,142 | 1,217,637 | | Peter Porshnev | 2025 | 442,308 | — | 673,908 | — | 0 | 14,352 | 1,130,568 | | SVP, Unified | 2024 | 430,531 | — | 1,461,120 | — | 159,810 | 14,139 | 2,065,600 | | Engineering | 2023 | 418,400 | — | 677,988 | — | 158,353 | 13,739 | 1,268,480 | | Susan Wilkerson | 2025 | 424,894 | — | 673,908 | — | 0 | 29,530 | 1,128,332 | | SVP, Global Sales & | 2024 | 414,986 | — | 1,461,120 | — | 187,664 | 3,764 | 2,067,534 | | Services | 2023 | 408,400 | — | 677,988 | — | 186,054 | 31,576 | 1,304,018 |

  25. Summary Compensation Table

    Reflects awards of restricted stock with time-based vesting and performance-based restricted stock units (“PRSUs”). The vesting of the PRSUs awarded in 2025 to the NEOs is based on three-year total shareholder return. In accordance with SEC rules, the amounts shown above reflect the grant date fair value of the stock awards computed in accordance with ASC Topic 718 which, in the case of the 2025 PRSUs with vesting based on three-year total shareholder return, was determined using the Monte Carlo simulation method. Assumptions used in the calculation of these amounts are included in Note 13 to our audited financial statements for the fiscal year ended December 31, 2025, which are included in our Annual Report on Form 10-K. For 2025, the amounts shown in the table above relate to the following stock awards:

  26. Summary Compensation Table

    | Restricted Stock Awards | | | | | Grant Date | Grant Date Fair Value | Name | Number of Shares | | 03/14/2025(a) | $31.73 | W. Miller | 91,000 | | 03/14/2025 | | J. Kiernan | 26,000 | | 03/14/2025 | | A. Devasahayam | 15,600 | | 03/14/2025 | | P. Porshnev | 15,600 | | 03/14/2025 | | S. Wilkerson | 15,600 | | 03/14/2025(b) | $21.30 | W. Miller | 49,000 | | 03/14/2025 | | J. Kiernan | 14,000 | | 03/14/2025 | | A. Devasahayam | 8,400 | | 03/14/2025 | | P. Porshnev | 8,400 | | 03/14/2025 | | S. Wilkerson | 8,400 |

  27. Summary Compensation Table

    Reflects PRSU awards that are subject to the achievement of designated performance criteria, based on three-year total shareholder return. These PRSU awards are valued based upon the Monte Carlo simulation method. (b) Reflects time-based restricted stock awards, with vesting to occur one-third per year on each of the first, second and third anniversaries of the grant date. (2) Reflects cash bonuses earned under the Company’s Management Bonus Plan. Bonuses listed for a particular year represent amounts earned with respect to such year even though all or part of such amounts may have been paid during the following year. (3) As detailed in the table below, all Other Compensation for 2025 consists of, as applicable, 401(k) matching contributions, premiums for group term life insurance, wellness incentives under the Company’s health benefit plans, and other compensation noted below.

  28. Summary Compensation Table

    | Name | 401(k) Matching Contribution ($) | Premium for Group Term Life Insurance ($) | Wellness Incentive ($) | Total Other Compensation ($)(a) | | W. Miller | 10,500 | 2,233 | — | 12,733 | | J. Kiernan | 10,500 | 3,427 | 175 | 14,102 | | A. Devasahayam | 10,500 | 2,322 | — | 12,822 | | P. Porshnev | 10,500 | 3,427 | 425 | 14,352 | | S. Wilkerson | 9,066 | 3,427 | 50 | 29,530(a) |

  29. Summary Compensation Table

    For Ms. Wilkerson, this total includes disqualifying distributions totaling $16,987 arising in connection with sales of stock acquired under the Company’s Employee Stock Purchase Plan prior to the conclusion of the applicable holding period. The amount reported here represents the difference between the fair market value on the date of purchase and the cost paid by Ms. Wilkerson, and is treated as ordinary income.

  30. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information concerning grants to each NEO during 2025 of shares of restricted stock units made under the Company’s 2019 Stock Incentive Plan (the “2019 Plan”). In 2025, no stock options were awarded to the NEOs. The restricted stock unit awards made to the NEOs in 2025 are included in the Stock Awards column of the Summary Compensation Table. The following table also reflects annual cash incentive opportunities for the NEOs that were set by the Compensation Committee in the first quarter of 2025.

  31. Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($/Sh) | Market Price on Date of Grant ($/Sh) | Grant Date Fair Value of Stock and Option Awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | | W. Miller | 02/05/2025 03/14/2025 | 188,375 | 753,500 | 1,507,000 | 45,500 | 91,000 | 182,000 | 49,000 | | | | 3,931,130 | | J. Kiernan | 02/05/2025 03/14/2025 | 83,438 | 333,750 | 667,500 | 13,000 | 26,000 | 52,000 | 14,000 | | | | 1,123,180 | | A. Devasahayam | 02/05/2025 03/14/2025 | 63,000 | 252,000 | 504,000 | 7,800 | 15,600 | 31,200 | 8,400 | | | | 673,908 | | P. Porshnev | 02/05/2025 03/14/2025 | 66,750 | 267,000 | 534,000 | 7,800 | 15,600 | 31,200 | 8,400 | | | | 673,908 | | S. Wilkerson | 02/05/2025 03/14/2025 | 81,094 | 324,375 | 648,750 | 7,800 | 15,600 | 31,200 | 8,400 | | | | 673,908 |

  32. Grants of Plan-Based Awards

    (1) Reflects the annual cash incentive opportunities approved by the Compensation Committee in the first quarter of 2025. No cash bonuses were earned nor paid for performance in 2025, and the Company did not grant long-term cash or other non-equity incentive plan awards in 2025. (2) The equity incentive plan awards include PRSUs granted on March 14, 2025 to Drs. Miller, Devasahayam and Porshnev, and to Mr. Kiernan and Ms. Wilkerson, with vesting based on three-year total shareholder return (the “TSR Awards”). If threshold performance is achieved, the TSR Awards are earned at 50% of target. If maximum performance is achieved, the TSR Awards are earned at 200% of target. Performance outcomes will be determined following the conclusion of the respective performance period. Each of the awards is subject to 100% forfeiture if threshold performance is not achieved. In addition, the TSR Awards include a negative TSR cap that limits awards to the target amount if the Company’s TSR is negative, notwithstanding that the Company may be above the 55th percentile of the comparison group. Reflects time-based restricted stock units that vest over three years.

  33. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table provides certain information as of December 31, 2025 concerning unexercised options and stock awards that had been granted but had not yet vested as of such date for each of the NEOs. The value of stock awards shown below is based upon the fair market value of the Company’s common stock on December 31, 2025, which was $28.58 per share.

  34. Outstanding Equity Awards at Fiscal Year End

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | W. Miller | — | — | — | — | 93,918 | 2,684,176 | 256,750 | 7,337,915 | | J. Kiernan | — | — | — | — | 25,317 | 723,560 | 66,300 | 1,894,854 | | A. Devasahayam | — | — | — | — | 16,534 | 472,541 | 55,200 | 1,577,616 | | P. Porshnev | — | — | — | — | 16,534 | 472,541 | 55,200 | 1,577,616 | | S. Wilkerson | — | — | — | — | 16,534 | 472,541 | 55,200 | 1,577,616 |

  35. Outstanding Equity Awards at Fiscal Year End

    (1) Reflects awards of restricted stock with time-based vesting (restricted stock awards and restricted stock units) and PRSUs which were not vested as of December 31, 2025. These awards are scheduled to vest as follows (PRSU amounts assume target achievement):

  36. Options Exercises and Stock Vested During 2025

    Options Exercises and Stock Vested During 2025 The following table sets forth certain information concerning the exercise of stock options and the vesting of shares of restricted stock during 2025 for each of the NEOs.

  37. Options Exercises and Stock Vested During 2025

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#)(1) | Value Realized on Vesting ($) | | W. Miller | — | — | 112,623 | 2,393,206 | | J. Kiernan | — | — | 34,858 | 740,416 | | A. Devasahayam | — | — | 22,732 | 482,988 | | P. Porshnev | — | — | 22,732 | 482,988 | | S. Wilkerson | — | — | 22,732 | 482,988 |

  38. Options Exercises and Stock Vested During 2025

    (1) Includes the following shares of stock surrendered to the Company and/or sold to satisfy tax withholding obligations due upon the exercise of options and/or the vesting of restricted stock:

  39. Options Exercises and Stock Vested During 2025

    | Name | Number of Shares Withheld and/or Sold for Tax Withholding (#) | | W. Miller | 49,171 | | J. Kiernan | 17,320 | | A. Devasahayam | 8,432 | | P. Porshnev | 9,851 | | S. Wilkerson | 5,771 |

  40. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The Company has entered into letter agreements with each of the NEOs addressing the terms of their employment with Veeco. These letter agreements were executed on the following dates: (i) for Dr. Miller, on August 29, 2018; (ii) for Mr. Kiernan, on January 21, 2004, with amendments thereto dated June 9, 2006, December 29, 2008, and January 1, 2020; (iii) for Dr. Devasahayam, on March 20, 2019; (iv) for Dr. Porshnev, on August 4, 2017; and (v) for Ms. Wilkerson, on March 9, 2020. Miller and Kiernan Agreements. The agreements for Dr. Miller and Mr. Kiernan provide for the payment of severance and certain other benefits in the event: (i) the executive’s employment is terminated by Veeco without “cause”; or (ii) the executive resigns for “good reason”. “Cause” is defined in the agreements for Dr. Miller and Mr. Kiernan as specified instances of serious misconduct. “Good reason” is defined for Dr. Miller as (a) a significant reduction in base salary (except for a reduction program affecting similarly situated employees); (b) a significant reduction in the total benefits available under incentives or other benefit plans (except for a reduction program affecting similarly situated employees); (c) a relocation of principal place of work by more than 50 miles; or (d) a diminution in position, title, responsibilities, authority or reporting responsibilities, or involuntarily ceasing to be a member of the Board. For Mr. Kiernan, “good reason” is defined as a significant reduction in base salary (except for a reduction program affecting similarly situated employees). Under Dr. Miller’s agreement, in the event of a specified termination described above, Dr. Miller will be entitled to severance pay in an amount equal to 24 months of base salary and he will be entitled to a payment equal to his target bonus for the year of termination, pro-rated for the period of his service during such year. In addition, upon any such termination: (i) any outstanding equity shall vest immediately except for PRSU awards, which shall vest after first being earned; and (ii) Dr. Miller will have 24 months to exercise options to purchase Veeco common stock which are or become vested and are held by Dr. Miller at the time of such termination (or until the end of the original term of the options, if earlier). In addition, if Dr. Miller elects to continue healthcare coverage under COBRA, his contributions for a period of up to 18 months will be at the same Company-subsidized rates which Dr. Miller would have paid had his employment not been terminated. Under Mr. Kiernan’s agreement, in the event of a specified termination described above, Mr. Kiernan will be entitled to severance pay in an amount equal to 18 months of base salary. In addition, upon any such termination, (i) any outstanding equity shall vest immediately except for PRSU awards, which shall vest after first being earned; and (ii) Mr. Kiernan will have 12 months to exercise options to purchase Veeco common stock which are or become vested and are held by Mr. Kiernan at the time of such termination (or until the end of the original term of the options, if earlier). If such termination occurs within 12 months of a change of control, the vesting of any options which are held by Mr. Kiernan at the time of such termination will be accelerated. Devasahayam, Porshnev and Wilkerson Agreements. Severance pay and related benefits for Drs. Devasahayam and Porshnev and for Ms. Wilkerson are governed by the terms of the Company’s Severance Benefits Policy effective May 1, 2009. Under the terms of the Severance Benefits Policy, an executive is eligible for benefits if, among other requirements, his or her employment is involuntarily terminated by the Company for one of the following reasons: (i) due to a change in operations, a facility relocation or closing, or a reduction in staff for other economic reasons, and the executive does not refuse or otherwise fail to accept another position which may be available with the Company; or (ii) as a result of a sale or merger of all or part of the Company’s business or assets, or other form of corporate reorganization, including an outsourcing of the executive’s position, and the executive is not offered a position by the acquiring or resulting company. Benefits payable under the Severance Benefits Policy are calculated based on the executive’s years of service with Veeco and pay at the time of termination (as such terms are defined and described in the Severance Benefits Policy). In the event of a qualifying termination under the Severance Benefits Policy, Drs. Devasahayam and Porshnev and Ms. Wilkerson will be entitled to receive: (a) “primary” severance pay calculated at a rate of one (1) week of severance pay plus an additional one (1) week of severance pay for each completed full year of service, with a minimum of two (2) weeks and a maximum of twenty-six (26) weeks of primary severance pay; (b) an additional twenty-eight (28) weeks of severance pay, supplementing the primary severance pay, up to a maximum of thirty-nine (39) weeks of total severance pay; and (c) for the number of weeks of severance payments above, if the executive is enrolled in the Company’s healthcare plans at the time of termination and elects to continue coverage in accordance with the continuation of benefits requirements of COBRA, the executive’s contribution amount will be the normal employee contribution rate. Thereafter, the executive’s contribution amount will be the full COBRA rate. For all of the NEOs, the receipt of severance payments and other benefits is conditioned on the Company’s receipt of a general release of claims satisfactory to the Company. In addition, the NEO letter agreements and policy documents, as applicable, contain provisions intended to ensure that payments comply with Section 409A of the Internal Revenue Code of 1986, as amended. Such provisions may have the effect of delaying or accelerating certain payments under the letter agreements and policy documents. The description herein of the NEO letter agreements and of the Severance Benefits Policy is a summary only. These descriptions are qualified in their entireties by reference to the full text of these documents, which have been filed previously with the SEC. Change in Control Policy. Veeco adopted a Senior Executive Change in Control Policy (the “CIC Policy”) in 2008, which was amended and restated as of January 1, 2014 and as of July 29, 2025. The CIC Policy provides certain severance and other benefits to designated senior executives in the event of a change in control of Veeco. The CIC Policy was implemented to ensure that the executives to whom the CIC Policy applies remain available to discharge their duties in light of a proposed or actual transaction involving a change in control that, if consummated, might result in a loss of such executive’s position with the Company or the surviving entity. The CIC Policy was not adopted or amended with any particular change in control in mind. The CIC Policy applies to designated senior executives of Veeco (“Eligible Employees”), including the NEOs. Benefits under the CIC Policy are intended to supplement, but not duplicate, benefits to which the covered executive may be entitled under the letter agreements and policies described above. The description of the CIC Policy herein is a summary only. It is qualified in its entirety by reference to the full text of the CIC Policy, which has been filed previously with the SEC. The principal terms of the CIC Policy are: Upon the consummation of a change in control (as defined in the CIC Policy), any outstanding stock options then held by the Eligible Employee shall remain exercisable until the earlier of (x) 12 months following the date of termination of the employee’s employment and (y) the expiration of the original term of such options. (b)

  41. Potential Payments Upon Termination or Change in Control

    If an Eligible Employee’s employment shall be terminated by the Company without Cause (as defined in the CIC Policy), or by the Eligible Employee for Good Reason (as defined in the CIC Policy), during the period commencing three months prior to, and ending 18 months following, a Change in Control: (i) The Company shall pay to the Eligible Employee in a lump sum an amount equal to the sum of (A) his or her then-current annual base salary and (B) the target bonus payable to the Eligible Employee pursuant to the Company’s performance-based compensation bonus plan with respect to the fiscal year ending immediately prior to the date of termination, multiplied by 2, in the case of Dr. Miller, and 1.5, in the case of Mr. Kiernan, Drs. Devasahayam and Porshnev, and Ms. Wilkerson; (ii) The vesting of equity awards granted after January 1, 2014 will be accelerated and any outstanding stock options then held by the Eligible Employee shall remain exercisable until the earlier of (x) 12 months following the date of termination of the employee’s employment and (y) the expiration of the original term of such options; (iii) The Company shall continue to provide the Eligible Employee with all health and welfare benefits which he or she was participating in or receiving as of the date of termination until the 18-month anniversary of the date of termination; and (iv) The Company shall pay to the Eligible Employee a pro-rated amount of the Eligible Employee’s bonus for the fiscal year in which the date of termination occurs. Payment of the benefits described above is conditioned on the Eligible Employee’s release of claims against the Company and on acceptance of non-competition and non-solicitation provisions applicable during the 18-month period following termination of executive’s employment. The following table shows the estimated, incremental amounts that would have been payable to the NEOs upon the occurrence of the indicated event, had the applicable event occurred on December 31, 2025. These amounts would be in addition to the compensation and benefit entitlements described above that are not contingent upon a termination or change in control. The amounts attributable to the accelerated vesting of stock options, restricted shares and restricted stock units are based upon the fair market value of the Company’s common stock on December 31, 2025, which was $28.58 per share. The actual compensation and benefits the executive would receive at any subsequent date would likely vary from the amounts set forth below as a result of certain factors, such as a change in the price of the Company’s common stock and any additional benefits the officer may have accrued as of that time under applicable benefit or compensation plans.

  42. Potential Payments Upon Termination or Change in Control

    | | | | Stock Options | | | | | Name | Event | Salary & Other Continuing Payments ($)(1) | Accelerated Vesting of Stock Options ($) | Extension of Post- Termination Exercise Period ($)(2) | Accelerated Vesting of Stock Awards ($)(3) | Total ($) | | W. Miller | Termination without Cause or resignation for Good Reason | 2,148,132 | 0 | 0 | 2,684,176 | 4,832,308 | | | Termination without Cause or resignation for Good Reason following a Change of Control(4) | 3,655,132 | 0 | 0 | 10,022,091 | 13,677,223 | | J. Kiernan | Termination without Cause or resignation for Good Reason | 667,500 | 0 | 0 | 723,560 | 1,391,060 | | | Termination without Cause or resignation for Good Reason following a Change of Control(4) | 1,538,499 | 0 | 0 | 2,618,414 | 4,156,913 | | A. Devasahayam | Qualifying Termination under the Severance Benefits Policy | 315,000 | 0 | 0 | 0 | 315,000 | | | Termination without Cause or resignation for Good Reason following a Change of Control(4) | 1,260,000 | 0 | 0 | 2,050,158 | 3,310,158 | | P. Porshnev | Qualifying Termination under the Severance Benefits Policy | 352,062 | 0 | 0 | 0 | 352,062 | | | Termination without Cause or resignation for Good Reason following a Change of Control(4) | 1,371,624 | 0 | 0 | 2,050,158 | 3,421,782 | | S. Wilkerson | Qualifying Termination under the Severance Benefits Policy | 290,334 | 0 | 0 | 0 | 290,334 | | | Termination without Cause or resignation for Good Reason following a Change of Control(4) | 1,476,999 | 0 | 0 | 2,050,158 | 3,527,157 |

  43. Potential Payments Upon Termination or Change in Control

    Reflects salary continuation benefits and, where provided under the applicable letter agreement or policy, pro-rated bonus and COBRA subsidy. Pro-rated bonus amounts assume 12 months of bonus at 100% of target performance, given the assumed event date of December 31, 2025. Reflects the increase in value of the spread, or in-the-money value, as of the end of the extended exercise period provided under the applicable agreement, as compared to the value of the spread at December 31, 2025, of options to purchase Veeco common stock which were vested as of, or which would vest upon the occurrence of, the specified event, where provided under the applicable letter agreement or policy, and assuming that the price of Veeco common stock appreciates at a rate of 5% per annum (without compounding) from the closing price on December 31, 2025, which was $28.58 per share. Does not include the value of out-of-the-money options. Please refer to the Outstanding Equity Awards at Fiscal Year End table above for a listing of vested and unvested stock options held by the NEO as of December 31, 2025. Reflects the value, as of December 31, 2025, of unvested stock awards (restricted stock and restricted stock units) which would vest upon the specified event where provided under the applicable letter agreement or policy. Assumes performance at 100% of target for any performance-based awards. Please refer to the Outstanding Equity Awards at Fiscal Year End table above for a listing of unvested stock awards held by the NEOs as of December 31, 2025. (4) As used in the CIC Policy, “Change in Control” is defined to mean the case where: (i) any person or group acquires more than 50% of the total fair market value or total voting power of the stock of the Company; (ii) any person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) ownership of stock of the Company possessing 30% or more of the total voting power of the stock of the Company; (iii) a majority of the members of Veeco’s Board is replaced during any 12-month period by Directors whose appointment or election is not endorsed by a majority of the members of Veeco’s Board prior to the date of the appointment or election; or (iv) any person or group acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group) substantially all of the assets of the Company immediately prior to such acquisition or acquisitions. However, no Change in Control shall be deemed to occur under this subsection (iv) as a result of a transfer to: (A) A stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to its stock; (B) An entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company; (C) A person or group that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company; or (D) An entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (C) above. For equity awards, assumes termination occurs during the period commencing three months prior to, and ending 18 months following, the Change in Control.

  44. Pay Ratio

    Pay Ratio We are providing the following information about the relationship of the total annual compensation of our employees and the total annual compensation of Dr. Miller, our CEO, as required. The pay ratio included in this information is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. For 2025, our last completed fiscal year: • The median of the total annual compensation of all employees (other than the CEO) was $123,263. • The total annual compensation of the median employee was $118,039. • The total annual compensation of our CEO, as reported in the Summary Compensation Table above, was $4,624,824. Based on this information, for 2025 the ratio of the total annual compensation of our CEO to the total annual compensation of the median employee was 39.2 to 1. The methodology and the material assumptions, adjustments, and estimates that we used to identify the median of the total annual compensation of all our employees, as well as to determine the total annual compensation of the “median employee,” were as follows: We determined that, as of October 1, 2025, our employee population consisted of approximately 1,259 individuals working at Veeco and its subsidiaries. Of these individuals, 921 (approximately 73%) are located in the United States, and 1,249 are full-time (or full-time equivalent) employees, with the remainder employed on a part-time (less than 30 hours per week) basis. 2. To identify the “median employee” from our employee population, we considered the annual base salary paid to our employees as of October 1, 2025, as reflected in our payroll records, together with the target amounts of any bonuses for 2025 and the grant date fair market value of equity awards granted in 2025 to arrive at a consistently applied compensation measure. In making this determination, we annualized the compensation of all permanent employees included in the sample who were hired in 2025 but did not work for us or our subsidiaries for the entire fiscal year. 3. Using this methodology, we determined that the “median employee” was a salaried employee located in our Horsham, Pennsylvania office, with aggregate salary for the year ending December 31, 2025 and target bonus for 2025 in the aggregate amount of $123,623. 4. With respect to the total annual compensation of the “median employee,” we identified and calculated the elements of such employee’s compensation for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in total annual compensation of $118,039. 5. With respect to the total annual compensation of our CEO, we used the amount reported in the “Total” column of the Summary Compensation Table included in this Proxy Statement and incorporated by reference under Item 11 of Part III of our Annual Report on Form 10-K for the year ended December 31, 2025.

  45. Pay Versus Performance

    Pay Versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last five completed calendar years. In determining the “compensation actually paid” to our NEOs, we are required to make various adjustments to amounts that have been reported in the Summary Compensation Table in previous years since the required valuation methods for this section differ from those required in the Summary Compensation Table. The table below summarizes compensation values both previously reported in our Summary Compensation Tables and the adjusted values required in this section for calendar years 2021, 2022, 2023, 2024, and 2025.

  46. Pay Versus Performance

    | Year | Summary Compensation Table (SCT) Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(1)(3) | Average SCT Total for Non- PEO NEOs ($)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment based on: | | Net Income (Loss) ($ thousands) | Adjusted Operating Income ($ thousands) | | | | | | | Company TSR(4) | Peer Group TSR(4) | | | | 2025 | 4,624,824 | 5,667,526 | 1,235,311 | 1,404,040 | 164.63 | 29.4 | 35,390 | 84,267 | | 2024 | 6,866,618 | 2,783,724 | 2,089,727 | 1,116,006 | 182.5 | 40.63 | 73,714 | 129,405 | | 2023 | 4,611,004 | 13,124,880 | 1,295,109 | 3,300,891 | 211.30 | 38.89 | (30,368) | 122,410 | | 2022 | 5,914,884 | 894,752 | 1,769,683 | 409,560 | 126.48 | 36.09 | 166,942 | 116,577 | | 2021 | 4,526,501 | 13,102,240 | 1,514,852 | 2,755,988 | 193.81 | 81.82 | 26,038 | 104,367 |

  47. Pay Versus Performance

    (1) The PEO (principal executive officer) for each year presented was identified as Dr. Miller, the Company’s CEO. The Non-PEO NEOs for each year presented were identified as Mr. Kiernan, Drs. Devasahayam and Porshnev, and Ms. Wilkerson. A reconciliation of Total Compensation per the Summary Compensation Table to Compensation Actually Paid is as follows:

  48. Pay Versus Performance

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | PEO ($) | Average for Non- PEO NEOs ($) | PEO ($) | Average for Non- PEO NEOs ($) | PEO ($) | Average for Non- PEO NEOs ($) | PEO ($) | Average for Non- PEO NEOs ($) | PEO ($) | Average for Non- PEO NEOs ($) | | Total Compensation from SCT | 4,624,824 | 1,235,311 | 6,866,618 | 2,089,727 | 4,611,004 | 1,295,109 | 5,914,884 | 1,769,683 | 4,526,501 | 1,514,852 | | Deduct: Amounts Reported Under “Stock Awards” and “Option Awards” columns in SCT | (3,931,130) | (786,226) | (5,742,360) | (1,482,345) | (3,531,188) | (699,175) | (4,741,020) | (1,135,870) | (3,122,580) | (813,172) | | Add: Year-end value of equity awards granted in covered year that were outstanding and unvested as of the end of the covered fiscal year(a)(b) | 5,670,140 | 1,134,028 | 3,602,300 | 910,863 | 5,828,750 | 1,154,093 | 2,517,420 | 603,132 | 4,362,540 | 1,136,078 | | Add: The amount of change in fair values as of year-end (from end of the prior year) of awards granted in prior years and outstanding at year-end(a)(b) | 382,399 | 72,718 | (2,644,666) | (587,540) | 5,341,740 | 1,348,802 | (2,779,460) | (737,886) | 4,456,145 | 828,795 | | Add: The amount of change in fair values as of the vesting date (from end of the prior year) of awards granted in any prior fiscal year for which vesting conditions were satisfied during the covered fiscal year(a)(b) | (1,078,707) | (251,791) | 701,833 | 185,301 | 874,573 | 202,063 | (17,073) | (89,499) | 2,879,634 | 89,435 | | Compensation Actually Paid | 5,667,526 | 1,404,040 | 2,783,724 | 1,116,006 | 13,124,880 | 3,300,891 | 894,752 | 409,560 | 13,102,240 | 2,755,988 |

  49. Pay Versus Performance

    (a) Each NEO received time-based restricted stock awards in each of the periods presented. The fair value of time-based restricted stock awards is dependent on the Company’s stock price. The Company’s closing stock price as of the dates listed are as follows:

  50. Pay Versus Performance

    | Date | Stock Price | | 12/31/2021 | $28.47 | | 12/31/2022 | $18.58 | | 12/31/2023 | $31.03 | | 12/31/2024 | $26.80 | | 12/31/2025 | $28.58 |

  51. Pay Versus Performance

    Our NEOs received PRSUs during each of the periods presented, that are subject to the achievement of designated performance criteria, based on three-year total shareholder return. These PRSUs are valued based upon the Monte Carlo simulation method. Please see below for the per share fair value as of each respective date:

  52. Pay Versus Performance

    | Award | Grant Date | Per Share Fair Value at | | | | | | | | | | | Grant Date | 12/31/2019 | 12/31/2020 | 12/31/2021 | 12/31/2022 | 12/31/2023 | 12/31/2024 | 12/31/2025 | | 2018 PRSU(c) | 10/1/2018 | $15.58 | $25.01 | $31.99 | | | | | | | 2019 PRSU(d) | 3/14/2019 | $14.46 | $20.36 | $24.81 | $56.29 | | | | | | 2020 PRSU(d) | 3/17/2020 | $10.59 | | $18.92 | $43.47 | $29.82 | | | | | 2021 PRSU(e) | 3/12/2021 | $27.81 | | | $40.60 | $24.76 | $60.39 | | | | 2022 PRSU(e) | 3/17/2022 | $45.28 | | | | $22.27 | $48.42 | $29.48 | | | 2023 PRSU(e) | 3/13/2023 | $32.25 | | | | | $55.03 | $42.91 | $47.09 | | 2024 PRSU(e) | 3/14/2024 | $49.38 | | | | | | $28.20 | $27.76 | | 2025 PRSU(e) | 3/14/2025 | $31.73 | | | | | | | $46.92 |

  53. Pay Versus Performance

    Granted to Dr. Miller only. (d) Granted to Drs. Miller, Devasahayam, and Porshnev, and Mr. Kiernan. (e) Granted to Drs. Miller, Devasahayam, and Porshnev, Mr. Kiernan, and Ms. Wilkerson. (4) The values disclosed in this TSR column represent the measurement period value of an investment of $100 in respective stock or index as of December 31, 2019, and then valued again on each of December 31, 2020, 2021, 2022, 2023, 2024, and 2025.

  54. PROPOSAL 1: ELECTION OF DIRECTORS

    PROPOSAL 1: ELECTION OF DIRECTORS Veeco’s Certificate of Incorporation provides for a Board of Directors elected by the stockholders which is divided into three classes of Directors serving staggered terms. The Board of Directors is currently comprised of nine members. The Class II Directors will stand for election in 2026. Based on the recommendation of the Governance Committee, the Board of Directors has nominated the following Directors for election to the classes noted below:

  55. PROPOSAL 1: ELECTION OF DIRECTORS

    | Name | Nominated for Election to: | For a Term Expiring at the Annual Meeting of Stockholders in: | | Kathleen A. Bayless | Class II | 2029 | | Gordon Hunter | Class II | 2029 | | Lena Nicolaides, Ph.D. | Class II | 2029 |

  56. PROPOSAL 1: ELECTION OF DIRECTORS

    The following Directors will continue in their current positions for the term specified:

  57. PROPOSAL 1: ELECTION OF DIRECTORS

    | Name | Continuing in: | Term Expires at the Annual Meeting of Stockholders in: | | Richard A. D’Amore | Class III | 2027 | | Keith D. Jackson | Class III | 2027 | | Mary Jane Raymond | Class III | 2027 | | Sujeet Chand, Ph.D. | Class I | 2028 | | William J. Miller, Ph.D. | Class I | 2028 | | Thomas St. Dennis | Class I | 2028 |

  58. PROPOSAL 1: ELECTION OF DIRECTORS

    The Company does not anticipate that the nominees for Director will be unable to serve, but if such a situation should arise, it is the intention of the persons named in the accompanying proxy to vote for the election of such other person or persons to fill the vacancy created thereby as the remaining members of the Board of Directors may recommend. The Board of Directors recommends a vote “FOR” the approval of the Director nominees named above.

  59. Members of the Board

    Members of the Board The Directors of Veeco, including their ages, the year they joined the Board, and their committee memberships as of March 19, 2026, are as follows:

  60. Members of the Board

    | | | Director since | | Committee Membership | | | | Name | Age | | Independent(1) | AC | CC | GC | | Kathleen A. Bayless | 69 | 2016 | Yes | C/FE | M | | | Sujeet Chand, Ph.D. | 68 | 2021 | Yes | | | M | | Richard A. D’Amore | 72 | 1990 | Yes (Chair) | | M | | | Gordon Hunter | 74 | 2010 | Yes | | C | M | | Keith D. Jackson | 70 | 2012 | Yes | M/FE | | C | | William J. Miller, Ph.D. | 57 | 2018 | No | | | | | Lena Nicolaides, Ph.D. | 55 | 2022 | Yes | | | M | | Mary Jane Raymond | 65 | 2019 | Yes | M/FE | | | | Thomas St. Dennis | 72 | 2016 | Yes | M/FE | M | |

  61. Members of the Board

    (1) Independence determined based on NASDAQ rules. AC — Audit Committee CC — Compensation Committee GC — Governance Committee C — Chairperson M — Member FE — Financial Expert (as determined based on SEC rules) Kathleen A. Bayless served as Senior Vice President, CFO and Treasurer of Synaptics Incorporated, a leader in human interface technology, from 2009 until her retirement in 2015. Before Synaptics, Ms. Bayless served as Executive Vice President, CFO and Secretary at Komag Incorporated, a leading supplier of thin-film disks to the hard disk drive industry, and held other financial leadership positions during her tenure with Komag from 1994 to 2008. Ms. Bayless was previously with the public accounting firm of Ernst & Young for 15 years. Ms. Bayless currently serves on the Boards of Ballard Power Systems, a developer and manufacturer of proton exchange membrane fuel cell products, and Amprius Technologies, Inc., a leading manufacturer of high-energy, high power lithium-ion battery cells. Ms. Bayless also served, within the past five years, on the Board of Energous Corporation, which specializes in the advancement of wireless charging technology. Ms. Bayless has significant experience in the semiconductor industry and related fields, which has resulted in a broad understanding of the operational, financial and strategic issues facing companies operating in our space. Ms. Bayless has extensive management experience and is well versed on the various challenges and opportunities in our marketplace, offering a unique and valued perspective to the Board. Sujeet Chand, Ph.D., currently retired, served as Senior Vice President and Chief Technology Officer of Rockwell Automation from 2005 until his retirement in 2021. From 2001 to 2005, Dr. Chand served as Rockwell Automation’s Vice President, Control Systems. Prior to joining Rockwell Automation, Dr. Chand served as Chief Operating Officer for XAP Corporation from 1999 to 2001 and, from 1988 to 1999, Dr. Chand led research & development at Rockwell Scientific Company, a subsidiary of Rockwell International. Dr. Chand currently serves on the Boards of Proto Labs, Inc., a company specializing in the manufacture of 3D printed, CNC-machined, sheet metal, and injection-molded custom parts, and Flowserve Corporation, a supplier of industrial and environmental machinery. Dr. Chand brings an exceptional technology background to Veeco’s Board, which includes more than thirty years of leadership experience. This experience, which includes close interactions and long-standing relationships with many companies in the semiconductor capital equipment space, makes Dr. Chand uniquely qualified to serve as a valued member of our Board. Richard A. D’Amore has been a General Partner of North Bridge Venture Partners, an early-stage venture capital and growth equity firm, since its inception in 1994. Prior to starting North Bridge, Mr. D’Amore served in various roles at Hambro International Equity Partners. Previously, Mr. D’Amore worked as a consultant at Bain and Company and as a certified public accountant with Arthur Young and Company. Mr. D’Amore also serves on the boards of Everbridge, Inc. and Pomona Investment Fund, and is currently the Chairman of the Board of Trustees of Northeastern University. Mr. D’Amore brings a strong business background to Veeco, having worked in the venture capital field for over 30 years. Mr. D’Amore has substantial experience in overseeing the management of diverse organizations, having served as a board member on other public and private company boards. Mr. D’Amore has a broad understanding of the operational, financial and strategic issues facing public companies, and has developed an extensive knowledge of our business. Gordon Hunter has been Chairman of Littelfuse Inc., a global electronics company and provider of circuit protection products and solutions, since 2005. Mr. Hunter was Executive Chairman of Littelfuse from January 2017 to December 2017, President and CEO of Littelfuse from 2005 to December 2016, and COO of Littelfuse from 2003 to 2005. Mr. Hunter has been a director of Littelfuse since June 2002. Prior to joining Littelfuse, Mr. Hunter was Vice President of Intel Corporation and served as General Manager of Intel’s Optical Products Group. Prior to joining Intel, Mr. Hunter served as President of Elo TouchSystems, a worldwide leader in the manufacturing and sale of computer touch screens. Prior to Elo TouchSystems, Mr. Hunter served in a variety of positions during a 20 year career at Raychem Corporation, including Vice President of Commercial Electronics. In addition to his current Board service for Littelfuse, Mr. Hunter also served, within the past five years, on the Board of CTS Corporation, a designer and manufacturer of sensors, actuators and electronic components. Mr. Hunter has substantial leadership and management experience, having served as the Chairman, President and CEO of Littelfuse and in various leadership roles at a number of other companies. He has a strong background and valuable experience in the technology industry, gained from his tenure at Littelfuse, Intel, Elo TouchSystems and Raychem. Mr. Hunter brings to the Board a broad understanding of the operational, financial and strategic issues facing both public and private companies. Keith D. Jackson served as President and Chief Executive Officer of ON Semiconductor Corporation, a leading supplier of semiconductor-based solutions, from November 2002 until his retirement in December 2020. Before joining ON Semiconductor, he was with Fairchild Semiconductor Corporation, serving as Executive Vice President and General Manager, Analog, Mixed Signal, and Configurable Products Groups beginning in 1998, and subsequently as head of its Integrated Circuits Group. From 1996 to 1998, he served as President and a member of the board of Tritech Microelectronics, a manufacturer of analog and mixed signal products. From 1986 to 1996, Mr. Jackson worked for National Semiconductor Corporation, culminating in the role of Vice President and General Manager of the Analog and Mixed Signal division. He held various positions at Texas Instruments Incorporated, including engineering and management positions, from 1973 to 1986. Mr. Jackson served on the board of the Semiconductor Industry Association (“SIA”) from 2008 to 2020, and was appointed as the 2020 SIA Chairman. Mr. Jackson has over 30 years of semiconductor industry experience, including extensive international experience in product development, manufacturing, marketing and sales. Mr. Jackson is uniquely qualified to bring strategic insight and industry knowledge to the Board, having served in numerous management positions and as a director of other corporate boards in our industry. William J. Miller, Ph.D. has been CEO of Veeco and a Director since October 2018. Prior thereto, he served as President of Veeco beginning in January 2016, overseeing all of Veeco’s global business units. Dr. Miller was named Executive Vice President, Process Equipment in December 2011, and was Executive Vice President, Compound Semiconductor from July 2010 until December 2011. Dr. Miller was Senior Vice President and General Manager of Veeco’s MOCVD business from January 2009 to July 2010, and Vice President, General Manager of Veeco’s Data Storage equipment business from January 2006 to January 2009. He has held leadership positions of increasing responsibility in both the engineering and operations organizations since he joined Veeco in November 2002. Prior to joining Veeco, Dr. Miller held engineering and operations leadership positions at Advanced Energy Industries, Inc.

  62. Members of the Board

    As our CEO and a senior executive officer with nearly 20 years of service with Veeco, Dr. Miller brings to the Board significant senior leadership, manufacturing and operations, industry, technical, and global experience, as well as a unique perspective of our company. As CEO, Dr. Miller is directly responsible for Veeco’s strategy and operations, including the development of Veeco’s business model and identifying emerging technologies, and plays a critical role in developing top talent at Veeco. Lena Nicolaides, Ph.D. is an internationally recognized senior level executive with over twenty years of experience in semiconductor capital equipment. Dr. Nicolaides has served as Senior Vice President and General Manager of a pattern inspection process control division for KLA Corporation since 2019, and as Vice President and General Manager of this division from 2015 to 2019. At KLA, Dr. Nicolaides has served in a range of executive leadership and general management roles, including roles in technology supply chain. Prior to joining KLA, Dr. Nicolaides served as Vice President of Marketing and Applications for Therma Wave, Inc., which was acquired by KLA in 2007. Dr. Nicolaides has several issued US patents in semiconductor and related fields. Dr. Nicolaides is a strategic thinker with a proven record of P&L management and achievement of profitable growth in the semiconductor industry. Dr. Nicolaides is a strong technology leader with exceptional business acumen, and she brings extensive technology, industry and leadership to the Veeco Board. Mary Jane Raymond served as the EVP and CFO of Coherent Corp. (formerly II-VI Incorporated), an engineered materials company, from 2014 until her retirement in 2024. During this time, Coherent grew from $500M to $5.2B in revenue, with market cap growth from $1B to $14B. This growth included four strategic acquisitions of $11B in total, opening new markets and adding key capabilities. Prior to Coherent, Ms. Raymond was the EVP and CFO of Hudson Global, a $1B market cap global mid-career staffing company, from 2005 to 2013. She was the Principal Accounting Officer and Corporate Controller at Dun and Bradstreet from 2002 to 2005. Prior thereto, Ms. Raymond worked for Lucent Technologies from 1997 to 2002, where she founded and operated the Merger Integration function during its period of $40B of acquisitions. Ms. Raymond started her career at Cummins Engine Company where she spent ten years, holding operating positions of increasing responsibility including General Manager of Consumer Power Generation Products and Executive Director of Strategy. Ms. Raymond currently serves on the board of Comtech Telecommunications Corp., a global communications technology leader. Ms. Raymond brings over 35 years business experience with concentrations in M&A, governance, finance, strategy and operations. Her M&A experience spans both the transaction and the integration sides for over $50B of transactions. She was instrumental in advancing the governance structure in all five public companies in which she served in operating leadership. As a result of her service as a senior executive of leading international corporations and her comprehensive understanding of complex business matters, Ms. Raymond is uniquely qualified to make significant contributions as a member of our Board. Thomas St. Dennis is the non-executive Chairman of FormFactor, Inc., a leading provider of semiconductor wafer test technologies and expertise. Mr. St. Dennis served as FormFactor’s CEO from September 2010 to December 2014, as FormFactor’s Executive Chairman from January 2015 to February 2016, and as FormFactor’s non-executive Chairman since February 2016. Mr. St. Dennis held various positions at Applied Materials, Inc., a semiconductor equipment manufacturer, from 1992 to 1999 and again from 2005 to 2009. His most recent position at Applied Materials was Senior Vice President and General Manager of the Silicon Systems Group. From 1999 to 2003, Mr. St. Dennis was President and CEO of Wind River Systems, Inc., a provider of embedded system software, and from 2003 to 2005, Mr. St. Dennis was Executive Vice President of Sales and Marketing at Novellus Systems, Inc., a supplier of deposition, thermal processing and surface preparation equipment. In addition to serving on the board of FormFactor, Mr. St. Dennis serves on the board of Axcelis Technologies, Inc., a provider of equipment and services to the semiconductor manufacturing industry. Mr. St. Dennis brings to the Board extensive experience in the semiconductor industry and international business, skills which make him an effective advisor to the Board, especially in matters involving strategic and marketing issues. Mr. St. Dennis has served on public and private boards, both domestic and international, which has resulted in a broad understanding of the operational, financial and strategic issues facing public and private companies. Mr. St. Dennis’ knowledge of our industry and his extensive management experience are important aspects of his service on the Board.