Keith Jackson
VEECO INSTRUMENTSAbout Keith D. Jackson
Keith D. Jackson (age 69) is an independent Class III director of Veeco Instruments, serving since 2012 and currently chairs the Governance Committee while also serving on the Audit Committee as an audit committee financial expert . He previously served as President and CEO of ON Semiconductor (2002–2020) and held senior roles at Fairchild Semiconductor, Tritech Microelectronics, National Semiconductor, and Texas Instruments; he served on the Semiconductor Industry Association board from 2008–2020 and was the 2020 SIA Chairman . Veeco’s proxy identifies him as independent under NASDAQ rules and confirms all committee members are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ON Semiconductor Corporation | President & Chief Executive Officer | Nov 2002–Dec 2020 | Led semiconductor solutions provider; extensive international operating experience |
| Fairchild Semiconductor | EVP & GM, Analog/Mixed Signal/Configurable Products; later head of Integrated Circuits Group | 1998–1996+ | Senior P&L leadership in analog/mixed signal; industry operating depth |
| Tritech Microelectronics | President; Board Member | 1996–1998 | Analog/mixed signal manufacturer leadership |
| National Semiconductor | VP & GM, Analog and Mixed Signal | 1986–1996 | Division leadership in analog/mixed signal |
| Texas Instruments | Engineering and management positions | 1973–1986 | Early career technical and managerial roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Semiconductor Industry Association (SIA) | Board Member; Chairman in 2020 | 2008–2020 | Industry advocacy and sector leadership |
- No other current public company directorships are disclosed for Mr. Jackson in Veeco’s proxy .
Board Governance
| Category | Detail |
|---|---|
| Committee assignments | Audit Committee member (financial expert); Governance Committee Chair |
| Committee meeting frequency (2024) | Audit Committee: 5 meetings; Governance Committee: 4 meetings; Compensation Committee: 5 meetings (Jackson not a member) |
| Board meetings and attendance | Board held 7 meetings in 2024; 100% of directors attended all board meetings |
| Annual Meeting attendance (2024) | Only the CEO (Dr. Miller) attended the Annual Meeting; independent directors were welcome but did not attend |
| Independence status | Independent under NASDAQ rules; all committee members independent |
| Board leadership | Independent Chairman: Richard A. D’Amore |
| Executive sessions | Policy to hold executive sessions without management at Board and committee meetings |
Fixed Compensation
| Component | Detail |
|---|---|
| Quarterly Board retainer (non-employee directors) | $17,500 per quarter; no meeting fees |
| Quarterly committee retainers (non-chair) | Audit: $2,500; Compensation: $2,000 (increased from $1,875 effective July 1, 2024); Governance: $1,250 |
| Quarterly committee chair retainers | Audit Chair: $6,250; Compensation Chair: $4,125 (increased from $3,750 effective July 1, 2024); Governance Chair: $2,500 |
| Board Chairman additional quarterly retainer | $12,500 |
| Annual director equity grant value | $140,000 per director, amended to $165,000 effective July 1, 2024 (restricted stock) |
| Annual cap on director compensation | $400,000 under 2019 Stock Incentive Plan |
| 2024 Director Compensation (Keith D. Jackson) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $90,000 |
| Stock Awards (grant date fair value) | $139,983 |
| All Other Compensation | $0 |
| Total | $229,983 |
Performance Compensation
| Equity Award Detail (2024) | Info |
|---|---|
| Grant date and form | Restricted stock; 3,677 shares granted on May 10, 2024 |
| Grant date per-share fair value | $38.07 per share |
| Vesting | Earlier of first anniversary of grant or the date immediately preceding the next annual meeting |
| Options to directors | Veeco does not currently grant stock options to board members |
| Performance Metrics Tied to Director Compensation | Disclosure |
|---|---|
| TSR, revenue, EBITDA, ESG metrics | Not applicable to director equity awards (time-based restricted stock only) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation Committee interlocks | None; no Veeco executive officers served on boards with executives on Veeco’s Compensation Committee |
| Other public company boards (Jackson) | None disclosed in proxy |
| Over-boarding policies and approvals | Service on other boards must be approved to manage conflicts and over-boarding risks |
Expertise & Qualifications
| Skill/Qualification | Indicated in Board Matrix |
|---|---|
| Cybersecurity | Yes |
| Environment, Climate & Sustainability | Yes |
| Human Capital Management | Yes |
| Risk Management | Yes |
| Audit Committee Financial Expert | Yes (FE designation) |
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Shares beneficially owned (as of March 12, 2025) | 74,918 shares; less than 1% of outstanding |
| Outstanding stock awards (FY-end 2024) | 3,677 stock awards; 0 options |
| Treatment in beneficial ownership | Includes unvested restricted stock; excludes unvested RSUs |
| Stock ownership guidelines (directors) | Minimum 3x annual cash retainer; 5-year phase-in; all directors compliant or within time to comply |
| Hedging/pledging policy | Prohibited for all employees and directors |
Governance Assessment
- Board effectiveness: Jackson’s chair role on Governance and FE-qualified Audit membership position him centrally in oversight of governance, ESG, risk, and financial reporting; committee meeting cadence (Audit: 5; Governance: 4) and Board meeting frequency (7) suggest regular engagement, with 100% director attendance at Board meetings in 2024 supporting robust oversight .
- Alignment: Director pay mix balances cash and equity (restricted stock with time-based vesting), with ownership guidelines at 3x cash retainer and policy prohibiting hedging/pledging, strengthening alignment with shareholder interests .
- Independence and conflicts: Jackson is independent; all committee members independent; no compensation committee interlocks; service on other boards is pre-approved to manage conflicts; Veeco reports timely Section 16 compliance in 2024 .
- Shareholder signals: Recent Say-on-Pay votes received ~97% support (for executives), indicating broader investor confidence in compensation governance at Veeco; while not director-specific, it reflects positive governance sentiment .
RED FLAGS and Watch Items
- Annual Meeting attendance optics: Only the CEO attended the 2024 Annual Meeting; independent directors (including Jackson) did not attend, which some investors may view as a minor engagement concern despite 100% Board meeting attendance .
- Compensation structure changes: Mid-2024 increases to Compensation Committee retainers could draw scrutiny on board cash compensation trending, though amounts remain modest and within a $400,000 annual cap .
- Options/repricing and pledging risks: Company prohibits option repricing/cash buyouts without shareholder approval and bans hedging/pledging, mitigating common governance red flags .
Overall, Jackson’s deep semiconductor operating background, independence, governance chair role, and audit FE designation are positives for board effectiveness and investor confidence; no related-party transactions or interlocks are disclosed, and ownership/anti-hedging policies support alignment .