Kathleen Bayless
VEECO INSTRUMENTSAbout Kathleen A. Bayless
Independent director since 2016 (Class II) and Audit Committee Chair at Veeco Instruments Inc.; age 68 as of March 20, 2025. Former CFO/SVP at Synaptics (2009–2015), prior EVP/CFO/Secretary at Komag (1994–2008), and 15 years at Ernst & Young; designated Audit Committee financial expert under SEC rules. Current outside directorships include Ballard Power Systems and Amprius Technologies; previously served on Energous Corporation within the past five years. Bayless is independent under NASDAQ rules and serves on Veeco’s Compensation Committee as a member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synaptics Incorporated | Senior Vice President, Chief Financial Officer & Treasurer | 2009–2015 | Led finance for human interface technology leader; deep semiconductor-adjacent experience . |
| Komag Incorporated | Executive Vice President, Chief Financial Officer & Secretary | 1994–2008 | Financial leadership at a thin-film disk supplier to HDD industry . |
| Ernst & Young | Professional roles in public accounting | 15 years (prior to Komag) | Foundation in audit/accounting; informs financial oversight expertise . |
External Roles
| Organization | Role | Status/Timing | Notes |
|---|---|---|---|
| Ballard Power Systems | Director | Current | PEM fuel cell products; non-overlapping industry with VECO . |
| Amprius Technologies, Inc. | Director | Current | High-energy lithium-ion battery cells; non-overlapping industry with VECO . |
| Energous Corporation | Director | Within past five years | Wireless charging technology; prior service noted . |
Board Governance
- Independence: Independent director under NASDAQ standards; all committee members are independent .
- Committee assignments: Audit Committee Chair (financial expert); member, Compensation Committee .
- Board structure: Classified board; Bayless is Class II, term expires at 2026 annual meeting .
- Attendance: 100% of directors attended all Board and applicable committee meetings in 2024; the Annual Meeting was attended only by the CEO (Bayless did not attend) .
- Governance practices: Independent Chairman; executive sessions held; annual board/committee/self-evaluations; risk oversight distributed across committees .
Fixed Compensation
| Component | Policy Detail | 2024 Cash Earned |
|---|---|---|
| Board retainer (non-employee director) | $17,500 per quarter ($70,000/yr) . | Included in fees below . |
| Audit Committee Chair retainer | $6,250 per quarter ($25,000/yr) . | Included in fees below . |
| Compensation Committee member retainer | $2,000 per quarter ($8,000/yr; effective July 1, 2024) . | Included in fees below . |
| Meeting fees | None (no per-meeting fees) . | N/A . |
| 2024 fees earned (Bayless) | — | $102,750 . |
Performance Compensation
- Directors do not receive performance-based cash or PRSUs; equity is granted as time-based restricted stock only (no bonus, no options) .
| Equity Grant (2024) | Grant Date | Shares | Grant-Date Fair Value/Share | Total Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Annual restricted stock (Bayless) | May 10, 2024 | 3,677 | $38.07 | $139,983 | Lapses on the earlier of first anniversary or immediately before next annual meeting . |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Other public boards | Ballard Power Systems; Amprius Technologies; prior five-year service at Energous . |
| Overboarding check | 0 directors serve on more than three public company boards; Chairman serves on one other board . |
| Conflict vetting | Outside board service must be pre-approved by Governance Chair or General Counsel; conflicts assessed . |
| Related-party transactions | None in 2024; Audit Committee reviews/approves any proposed related-party transactions >$120,000 . |
Expertise & Qualifications
- Audit committee financial expert; extensive CFO experience in semiconductor-related industries .
- Board skills matrix indicates competencies in Cybersecurity, Human Capital Management, and Risk Management .
- Independently oversees audit firm engagement and independence as Audit Chair; KPMG fees oversight documented .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Kathleen A. Bayless | 60,344 | Less than 1% | Includes unvested restricted stock; outstanding 3,677 stock awards at FY-end . |
Stock ownership guidelines: Directors must hold at least 3x annual cash retainer; all Directors are compliant or within phase-in period . Anti-hedging/anti-pledging: Company prohibits hedging and pledging by employees and directors .
Governance Assessment
- Strengths: Independent Audit Chair and SEC-defined financial expert; 100% meeting attendance; no related-party transactions; robust anti-hedging/pledging; strong say-on-pay support (~97% approval in 2022–2024) .
- Alignment: Director equity via time-based restricted stock; stock ownership guidelines enforced; directors do not receive per-meeting fees (limits pay inflation risk) .
- Compensation Committee oversight: Independent composition; no interlocks; uses independent consultant (Compensation Strategies, Inc.) in executive pay governance .
- Potential red flags: Did not attend 2024 Annual Meeting (only CEO attended), though Board/committee meeting attendance was 100% .
- Overboarding/conflict controls: Explicit pre-approval for external boards and conflict policies; no directors exceed three public boards, mitigating overboarding risk .