VEECO INSTRUMENTS INC (VECO)
Sector: Information Technology
2026 Annual Meeting Analysis
VEECO INSTRUMENTS INC · Meeting: May 7, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of three nominees named herein as Directors
Director since 2016 with strong financial expertise as Audit Committee Chair; VECO's 3-year TSR of +44% is well ahead of the peer group median, with VECO outperforming peers by +18.1pp — far below the 50pp threshold needed to trigger an against vote; no overboarding, attendance, or independence concerns identified.
Director since 2010 serving as Compensation Committee Chair; VECO's 3-year TSR of +44% outperforms the peer group median by +18.1pp, well within the 50pp threshold for strong-positive TSR, so the TSR trigger does not apply; no overboarding or attendance concerns.
Director since 2022 with relevant technology industry expertise; tenure exceeds 24 months so the new-director exemption does not apply, but VECO's 3-year TSR outperforms peers by +18.1pp, well below the 50pp trigger threshold; no overboarding or attendance concerns.
All three nominees — Bayless, Hunter, and Nicolaides — receive a FOR vote. Veeco's 3-year TSR of +44% outperforms its compensation peer group median by +18.1 percentage points, comfortably within the 50pp threshold applicable to strong-positive TSR, so no TSR trigger fires for any director. The board has a 5-year TSR of +45.3% vs. peer median of +39.6%, confirming consistent performance. No overboarding, attendance deficiencies, independence concerns, or familial relationship issues were identified for any nominee.
Say on Pay
✓ FORCEO
William J. Miller
Total Comp
$4,624,824
Prior Support
97%+%
CEO William J. Miller received total compensation of $4,624,824 for 2025, which is reasonable for a CEO of a $1.9 billion technology company with a track record of strong stock performance; the 2025 figure was materially lower than 2024 ($6.9M) largely due to no annual bonus being earned — the bonus pool was not funded because operating income fell short of the plan threshold, demonstrating genuine pay-for-performance alignment. The pay structure is well-designed: 81% of the CEO's 2025 compensation was performance-based, performance stock awards use a rigorous 3-year relative TSR metric benchmarked against the Russell 2000, there is a meaningful clawback policy, and shareholders have consistently expressed strong support (97%+ in each of the past three years). No red flags on pay mix, incentive design, dilution, or shareholder responsiveness were identified.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,303,000
Non-Audit Fees
$0
For fiscal year 2025, Veeco paid KPMG $2,303,000 in audit fees and zero in non-audit or tax fees, meaning the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns. KPMG's tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire per policy. KPMG is a Big 4 firm fully appropriate for a $1.9B market cap technology company with global operations.
Overall Assessment
Veeco's 2026 annual meeting ballot presents a straightforward set of governance proposals with no significant red flags. All three director nominees receive FOR votes based on solid 3-year peer-relative TSR outperformance, and the Say on Pay program earns a FOR vote for its genuine pay-for-performance structure — exemplified by zero bonuses being paid in 2025 when financial targets were not met. The auditor ratification is also supported given a clean fee structure with no non-audit fees.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing