Lena Nicolaides
VEECO INSTRUMENTSAbout Lena Nicolaides
Independent Class II director of Veeco Instruments Inc. since 2022; age 54; Ph.D. with 20+ years in semiconductor capital equipment, including senior general management roles at KLA Corporation and prior leadership at Therma Wave (acquired by KLA in 2007) . She is recognized for P&L management, technology leadership, and holds 38 issued U.S. patents in semiconductor-related fields . In 2024, all directors (including Nicolaides) attended every Board and applicable committee meeting, and the Board’s independent directors constitute 88.9% of the nine-member board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KLA Corporation | Senior Vice President & General Manager, Pattern Inspection Process Control Division | 2019–present | Led division P&L; executive leadership and technology supply chain roles |
| KLA Corporation | Vice President & General Manager, Pattern Inspection Process Control Division | 2015–2019 | General management; profitable growth track record |
| Therma Wave, Inc. (acquired by KLA in 2007) | Vice President of Marketing & Applications | ~2003–2007 | Roles of increasing responsibility; industry technology expertise |
External Roles
| Organization | Role | Public company board? | Notes |
|---|---|---|---|
| KLA Corporation | Senior VP & GM (current) | Not disclosed | Executive leadership, technology supply chain roles |
| Therma Wave, Inc. | VP Marketing & Applications (past) | Not applicable | Acquired by KLA in 2007 |
No other public-company directorships for Nicolaides are disclosed in Veeco’s proxy .
Board Governance
- Independence: Independent under NASDAQ rules .
- Committees: Member, Governance Committee; committee met 4 times in 2024; ESG oversight assigned to Governance Committee .
- Chair roles: None; Board is chaired by independent director Richard A. D’Amore .
- Attendance: 100% of directors attended all Board meetings in 2024; directors attended applicable committee meetings .
- Tenure/Term: Director since 2022; Class II, term expires at the 2026 annual meeting .
Fixed Compensation
| Component | Structure/Amount | 2024 Nicolaides Amount ($) | Notes |
|---|---|---|---|
| Board cash retainer | $17,500 per quarter for non-employee directors | Included in total | Policy detail |
| Committee membership retainer (Governance) | $1,250 per quarter (non-chair) | Included in total | Policy detail |
| Committee chair retainers (for reference) | Audit $6,250; Compensation $4,125; Governance $2,500 per quarter | N/A (not chair) | Policy detail |
| Fees earned or paid in cash (Nicolaides) | Total cash fees for 2024 | $75,000 | Sum of quarterly retainers |
| Meeting fees | None (no per-meeting fees) | N/A | Policy detail |
Performance Compensation
| Equity Component | Grant Date | Shares (#) | Grant-Date Fair Value ($/sh) | Total Grant-Date Fair Value ($) | Vesting/Restrictions | Outstanding at 12/31/2024 |
|---|---|---|---|---|---|---|
| Annual restricted stock (Nicolaides) | May 10, 2024 | 3,677 | $38.07 | $139,983 | Restrictions lapse on earlier of first anniversary or immediately before next annual meeting | 3,677 |
Director annual equity value set at $140,000 for 2024, amended to $165,000 effective July 1, 2024 (policy level; Nicolaides’ 2024 grant at $139,983) .
Veeco does not currently grant stock options to directors; equity awards for directors are time-based restricted stock (not PSUs/options) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Nicolaides |
| Committee interlocks | None; proxy states no compensation committee interlocks in 2024 |
| Shared directorships with competitors/suppliers/customers | Not disclosed; related-party transactions policy in place; none in 2024 |
Expertise & Qualifications
- Semiconductor capital equipment executive with 20+ years experience; strategic P&L leadership and technology supply chain expertise .
- 38 issued U.S. patents in semiconductor and related fields .
- Governance Committee member; ESG oversight is under Governance Committee remit .
- Skills matrix indicates risk management and human capital experience at Board level (matrix summary) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Lena Nicolaides, Ph.D. | 14,236 | <1% | Includes direct and indirect holdings per SEC rules |
| Director stock ownership guidelines | 3x annual cash retainer; 5-year phase-in | Applies to all directors | All directors in compliance or within phase-in |
| Anti-hedging/pledging | Hedging and pledging prohibited for directors | Policy prohibits both | Alignment safeguard |
| Unvested director equity | 3,677 restricted shares (Nicolaides) | — | Outstanding at FY-end 2024 |
Governance Assessment
- Strengths: Independent director with deep semiconductor process control expertise; member of Governance Committee overseeing ESG; 100% Board and committee attendance in 2024; robust anti-hedging/anti-pledging and director ownership guidelines; no related-party transactions in 2024; Compensation Committee free of interlocks .
- Alignment: Director pay mix balances fixed cash retainers and time-based equity; director ownership guideline (3x retainer) promotes skin-in-the-game; Nicolaides beneficially owns 14,236 shares; no pledging allowed .
- Potential Conflict Watch: Concurrent KLA senior executive role implies industry proximity; Veeco’s policy requires approval for other board services and reviews conflicts; no related-party transactions disclosed and Nicolaides is not on Audit or Compensation committees (mitigates interlock risk) .
- Investor Signals: Say-on-Pay approvals ~97% in 2022–2024 indicate broad investor support for Veeco’s pay practices, contributing to overall governance confidence, though focused on executives rather than directors .
No legal proceedings, hedging/pledging, tax gross-ups, or option repricings are disclosed; change-in-control benefits are double-trigger for executives, and the company prohibits option repricing without shareholder approval .