Bill Miller
VEECO INSTRUMENTSAbout Bill Miller
William J. Miller, Ph.D., age 56, is Veeco’s Chief Executive Officer (since October 2018) and a member of the Board of Directors; he is not independent under NASDAQ rules . He holds a Ph.D. and spent ~20+ years at Veeco in engineering and operations roles before becoming President in 2016 and then CEO in 2018, with prior leadership roles at Advanced Energy Industries, Inc. . Pay-versus-performance disclosures show Company TSR index rising from 118.18 (2020) to 182.5 (2024) and Adjusted Operating Income increasing from $66,873k (2020) to $129,405k (2024); the 2021 PRSU grant vested at 200% based on Veeco’s 3-year TSR at the 85.8th percentile versus the Russell 2000 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Veeco Instruments Inc. | CEO and Director | Oct 2018–present | Leads strategy and operations; responsible for business model and talent development . |
| Veeco Instruments Inc. | President | Jan 2016–Oct 2018 | Oversaw all global business units . |
| Veeco Instruments Inc. | EVP, Process Equipment | Dec 2011–Jan 2016 | Led process equipment; operations leadership . |
| Veeco Instruments Inc. | EVP, Compound Semiconductor | Jul 2010–Dec 2011 | Led compound semi business . |
| Veeco Instruments Inc. | SVP & GM, MOCVD | Jan 2009–Jul 2010 | Managed MOCVD business unit . |
| Veeco Instruments Inc. | VP & GM, Data Storage | Jan 2006–Jan 2009 | Managed data storage equipment business . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Advanced Energy Industries, Inc. | Engineering & Operations leadership positions | Pre-2002 | Built engineering and operations leadership experience prior to joining Veeco . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 618,077 | 633,400 | 670,000 |
Performance Compensation
Annual Bonus (Management Bonus Plan – FY 2024)
| Item | Detail |
|---|---|
| Financial metric | Adjusted Operating Income (AOI); threshold $30m; business plan $137.3m; target $155.1m; max $208.1m . |
| Actual AOI and pool funding | AOI $129.4m; pool funded at 62.8% of target . |
| CEO target bonus | $737,000 (110% of base salary) . |
| CEO payout | Financial element: $347,127; Individual element: $104,138 (90% of the 25% individual portion); Total: $451,265 (61.2% of target) . |
| Individual goals | Financial (revenue, gross margin, operating income), bookings, growth in front-end semi, customer satisfaction/quality, culture/leadership, ESG . |
Long-Term Equity Awards and Vesting
| Award | Grant date | Structure | Target/Threshold/Max (TSR vs Russell 2000) | CEO target shares | Grant-date fair value per share | Vesting terms |
|---|---|---|---|---|---|---|
| PRSU (2024) | Mar 14, 2024 | 3-year TSR vs Russell 2000; negative TSR cap | 55th pct = 100%; 25th = 50%; 75th = 200% | 84,500 | $49.38 (Monte Carlo, ASC 718) | Earn after 3-year performance; then vest; cap at 100% if TSR negative . |
| Time-based RSU (2024) | Mar 14, 2024 | Time-based | n/a | 45,500 | $34.50 | Ratable 1/3 per year over 3 years . |
| PRSU outcome (2021 grant) | Mar 2021 grant; determined Mar 2024 | 3-year TSR vs Russell 2000 | Achieved 85.8th percentile; payout 200% of target | n/a | n/a | 100% of earned units vested upon determination . |
Equity Ownership & Alignment
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (3/12/2025) | 515,091 shares; <1% outstanding | Includes direct/indirect; no options reported as beneficial . |
| Unvested time-based awards (12/31/2024) | 88,667 shares; $2,376,276 value at $26.80 | Scheduled vesting from 2022–2024 grants . |
| Unvested PRSUs at target (12/31/2024) | 243,750 units; $6,532,500 payout value at $26.80 | Actual payout depends on TSR performance . |
| 2024 stock vested | 198,583 shares; $6,733,603 value realized | 101,443 shares withheld and/or sold to cover taxes . |
| Stock ownership guideline | CEO must hold ≥6x base salary | All covered individuals in compliance or within allowed phase-in . |
| Hedging/pledging | Prohibited for employees and directors | Alignment-positive; reduces leverage/conflict risk . |
| Say-on-pay support | ~97% approval in 2022–2024 | Indicates shareholder support for pay program . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment letter | Executed Aug 29, 2018 . |
| Severance (no cause / good reason) | 24 months base salary; pro-rated target bonus for year of termination; immediate vesting of outstanding equity except PRSUs vest only if earned; 24-month option exercise window; up to 18 months COBRA at subsidized rate . |
| Change-in-control (CIC) policy | Double-trigger; lump sum = 2x (base + target bonus) for CEO; equity vesting accelerated; health and welfare benefits continued for 18 months; pro-rated bonus; 18-month non-compete and non-solicit required for benefits . |
| CIC definition | Ownership/control triggers (>50% FMV/vote; ≥30% vote; board turnover; asset sale with exceptions) . |
| Estimated payouts (as of 12/31/2024) | Termination w/o cause or good reason: $4,489,742 total; CIC + termination: $12,496,242 total . |
| Clawback | Recoupment policy adopted and expanded; compliant with SEC rules (Oct 2023) . |
Board Governance
- Board service: Director since 2018; Class I nominee for term through 2028; not independent .
- Committee roles: None; all committee members are independent; Audit (Bayless, Jackson, Raymond, St. Dennis), Compensation (Bayless, D’Amore, St. Dennis, Hunter (Chair)), Governance (Chand, Nicolaides, Hunter, Jackson (Chair)) .
- Leadership structure: Independent Chairman (Richard A. D’Amore); independent directors meet without management; 100% director attendance at Board meetings in 2024; independent directors annually evaluate CEO .
- Dual-role implications: CEO + Director status mitigated by independent chair, majority-independent board (88.9%), and independent committees and executive sessions without management .
Compensation Structure Analysis
- Pay mix shifted heavily to performance-based (CEO ~88% variable in 2024), with PRSUs tied to 3-year relative TSR and negative TSR cap; time-based equity vests over 3 years .
- Annual incentive based solely on AOI, with individual performance modifier (25%); 2024 AOI undershot plan, leading to 62.8% funding and a 61.2% of target payout for CEO .
- Peer group and market positioning: Peer group of 18 semiconductor equipment/adjacent firms; target compensation generally around market median; Committee does not benchmark to a specific percentile .
- Governance features: Clawback expanded to equity; ownership guideline raised to 6x for CEO; anti-hedging/anti-pledging; double-trigger CIC; no tax gross-ups; no multi-year guarantees; limited perquisites .
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR index (start 2019=100) | 118.18 | 193.81 | 126.48 | 211.30 | 182.5 |
| Peer group TSR index | 132.76 | 81.82 | 36.09 | 38.89 | 40.63 |
| Net Income (Loss) ($000) | (8,391) | 26,038 | 166,942 | (30,368) | 73,714 |
| Adjusted Operating Income ($000) | 66,873 | 104,367 | 116,577 | 122,410 | 129,405 |
Notable: 2021 PRSU cycle paid at max (200%) on 3-year TSR performance at the 85.8th percentile .
Equity Ownership & Vesting Schedules
| Grant | Vehicle | Vesting Schedule |
|---|---|---|
| Mar 17, 2022 | RS (time-based) and PRSUs | RS: 1/3 per year on each of first, second, third anniversaries; PRSUs based on 3-year TSR vs Russell 2000 . |
| Mar 13, 2023 | RSUs (time-based) and PRSUs | RSUs: 1/3 per year; PRSUs based on 3-year TSR . |
| Mar 14, 2024 | RSUs (time-based) and PRSUs | RSUs: 1/3 per year; PRSUs based on 3-year TSR with negative TSR cap . |
Insider activity and selling pressure: In 2024, 198,583 shares vested for Dr. Miller; 101,443 shares were withheld and/or sold to satisfy taxes at vest, indicating periodic liquidity needs around vest dates .
Employment Contracts, Severance & CIC Economics
| Scenario | Cash Multiple | Equity Treatment | Benefits/Other |
|---|---|---|---|
| Termination w/o cause or good reason | 24 months base salary; pro-rated target bonus | Immediate vesting of outstanding equity (PRSUs vest only if earned); 24-month option exercise window | Up to 18 months COBRA at subsidized rate; release required . |
| CIC + termination (double trigger) | 2x (base + target bonus) lump sum | Vesting accelerated; options exercisable up to 12 months or original term | 18 months health/welfare benefits; pro-rated bonus; 18-month non-compete/non-solicit for eligibility . |
Estimated CEO payout as of 12/31/2024: $12.496m total under CIC + termination; $4.490m total under termination w/o cause/good reason .
Director Compensation (for Miller as director)
- Employee directors (currently only Dr. Miller) do not receive additional director fees or equity for Board service .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support ~97% in 2022–2024, suggesting broad investor approval of program design and outcomes .
Risk Indicators & Red Flags
- Anti-hedging and anti-pledging policy in place; no tax gross-ups on CIC; minimum vesting periods; option repricing prohibited; double-trigger CIC—all governance-positive .
- Compensation Committee independent with no interlocks; compensation risk assessment concluded programs do not pose material risk .
Investment Implications
- Alignment: Heavy use of PRSUs tied to relative TSR with negative cap, stringent ownership requirements (6x salary), and anti-hedging/pledging improve alignment and reduce agency risk .
- Retention: Robust severance and CIC protections (24 months salary; 2x CIC multiple) lower near-term turnover risk but create sizable payout on strategic transactions; double-trigger mitigates single-trigger concerns .
- Trading signals: Large annual RSU/PRSU vesting cycles create predictable vest-related selling for tax withholding; monitor Form 4s around March and anniversary dates for incremental liquidity events .
- Performance sensitivity: Annual bonus keyed to AOI drove below-target payouts in 2024 (61.2% of target), evidencing pay-for-performance; continued AOI momentum and TSR vs Russell 2000 will determine PRSU outcomes and future realized pay .
- Governance: CEO is a director but not chair; independent chair and fully independent committees, executive sessions without management, and strong shareholder support (97% SoP) reduce dual-role governance risk .