Gordon Hunter
VEECO INSTRUMENTSAbout Gordon Hunter
Gordon Hunter, age 73, is an independent Class II director of Veeco Instruments Inc., serving since 2010 and currently Chair of the Compensation Committee and a member of the Governance Committee . He is the former Chairman, Executive Chairman, President and CEO of Littelfuse; prior executive roles include Vice President/GM at Intel’s Optical Products Group, President of Elo TouchSystems, and multiple leadership positions at Raychem Corporation . The board is majority independent (8 of 9), consistent with NASDAQ rules; all committee members are independent, and Veeco maintains an independent Chairman structure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Littelfuse Inc. | Chairman; Executive Chairman (2017); President & CEO (2005–2016); COO (2003–2005) | Chairman since 2005; Director since June 2002 | Led growth, operational, financial and strategic oversight |
| Intel Corporation | Vice President; GM, Optical Products Group | Prior to Littelfuse | Technology leadership; industry expertise |
| Elo TouchSystems | President | Prior to Intel | Led touch-screen manufacturing and sales |
| Raychem Corporation | Various leadership roles incl. VP Commercial Electronics | 20-year tenure | Broad operational leadership in electronics |
External Roles
| Organization | Role | Public/Private | Tenure/Status |
|---|---|---|---|
| Littelfuse Inc. | Chairman; Director | Public | Chairman since 2005; Director since 2002 |
| CTS Corporation | Director (within past five years) | Public | Served within past five years |
Board Governance
- Committee assignments: Compensation Committee Chair; Governance Committee member .
- Independence: Hunter and all non-CEO directors are independent under NASDAQ rules; all committee members are independent .
- Attendance: Board met 7 times in 2024; all directors attended all Board and applicable committee meetings; directors attendance rate 100% .
- Leadership: Independent Chairman (Richard A. D’Amore) with defined responsibilities; independent directors meet without management .
- Overboarding: Zero directors serve on more than three public company boards (including Veeco) .
- Ownership policy: Directors must hold Veeco stock equal to 3x annual cash retainer; all directors are compliant or within phase-in .
- Anti-hedging/pledging: Company prohibits hedging and pledging by directors and employees .
- Related parties: Audit Committee oversees related-party transactions; no related-party transactions in 2024 .
Fixed Compensation
| Item | Policy Detail | Amounts (2024) |
|---|---|---|
| Board Retainer (non-employee) | $17,500 per quarter | Policy |
| Committee Retainers (quarterly) | Audit: $2,500 (member), $6,250 (chair); Compensation: $2,000 member (raised from $1,875 on Jul 1, 2024), $4,125 chair (raised from $3,750 on Jul 1, 2024); Governance: $1,250 member, $2,500 chair | Policy |
| Board Chairman Retainer | $12,500 per quarter (additional) | Policy |
| Gordon Hunter — Cash Fees | Board/member + CC Chair + GC member | $90,750 (sum of quarterly retainers) |
Performance Compensation
| Item | Grant Detail | Vesting |
|---|---|---|
| Annual Director Equity (2024) | Restricted stock grant of 3,677 shares to each director on May 10, 2024; grant-date fair value $139,983 (at $38.07/share) | Restrictions lapse on earlier of first anniversary of grant or immediately before next annual meeting |
| Director Equity Policy Value | Annual award value set at $140,000; increased to $165,000 effective July 1, 2024 | Policy |
| Gordon Hunter — Equity (2024) | Stock awards $139,983 | As above |
| Gordon Hunter — Equity (2025) | Form 4 reported non-open-market stock award of 8,291 shares (post-annual meeting director grant) | Company director grant program; reported filed May 9, 2025 |
Other Directorships & Interlocks
| Company | Relationship to Veeco | Notes |
|---|---|---|
| Littelfuse Inc. | External board service | Current Chairman; no Veeco related-party transactions disclosed for 2024 |
| CTS Corporation | External board service | Served within past five years; no Veeco related-party transactions disclosed for 2024 |
- Potential conflicts: Veeco requires prior approval for service on other boards to assess conflicts and time commitments; no related-party transactions recorded in 2024 .
Expertise & Qualifications
- Leadership in electronics and semiconductors (Littelfuse, Intel, Elo, Raychem), bringing operational, financial, and strategic insight to Veeco’s Board .
- Governance and compensation oversight experience as Compensation Committee Chair; Board emphasizes independent oversight and evaluations .
- Board skills matrix highlights risk management, human capital, sustainability among directors; Hunter marked for several areas in matrix overview page, with Board diversity reported .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership — Shares | 78,718 shares (less than 1% of outstanding) |
| Outstanding Director Stock Awards at FY-end 2024 | 3,677 restricted stock awards (unvested) |
| Ownership Guidelines Compliance | Directors subject to 3x annual retainer; all in compliance or within phase-in |
| Anti-Hedging/Pledging | Prohibited by policy |
Insider Trades (recent)
| Date | Type | Shares | Source |
|---|---|---|---|
| May 9, 2025 | Form 4 — Acquisition (non-open market stock award) | 8,291 | |
| May 9, 2024 | Form 4 — Stock Award (director grant) | 3,677 |
Compensation Committee Analysis
- Composition: Kathleen A. Bayless, Richard A. D’Amore, Thomas St. Dennis, Gordon Hunter (Chair) .
- Meetings: Compensation Committee met five times in 2024 .
- Interlocks: None; no Veeco executive served on boards whose executives served on Veeco’s Compensation Committee .
- Independent consultant: Compensation Strategies, Inc.; Committee also references Radford surveys and proxy peer data .
- Peer group oversight: 18-company peer group used for 2024 planning; emphasis around 50th percentile with performance linkages .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support historically ~97% in 2022–2024 .
- 2025 annual meeting voting results: Say-on-Pay For 48,619,366; Against 599,772; Abstain 19,389; broker non-votes 3,163,109 .
- Director elections (2025): Sujeet Chand For 48,569,028; William J. Miller For 48,766,097; Thomas St. Dennis For 48,676,378; all elected .
- ESPP amendment approved; auditor ratification passed (KPMG) .
Governance Assessment
- Strengths: Independent board and chair, fully independent committees, 100% meeting attendance, robust ownership guidelines, anti-hedging/pledging, no related-party transactions, and strong shareholder support on compensation .
- Watchpoints: Multiple external board roles (e.g., Littelfuse) require continued oversight for any potential commercial interlocks, but Veeco’s prior-approval policy and 2024 absence of related-party transactions mitigate conflict risk .
- Compensation alignment: Director pay is primarily cash retainer plus time-based restricted stock with short vesting aligned to annual meeting cadence; no options, no performance metrics for directors; policy increased annual equity value in mid-2024, but awards remained below plan limit .