Richard D’Amore
VEECO INSTRUMENTSAbout Richard A. D’Amore
Independent Chairman of the Board at Veeco Instruments Inc., age 71, director since 1990. General Partner at North Bridge Venture Partners since its inception in 1994; prior roles at Hambro International Equity Partners, Bain & Company (consultant), and Arthur Young & Company (CPA). Current external roles include Director at Everbridge, Inc., Director at Pomona Investment Fund, and Chairman of the Board of Trustees at Northeastern University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Bridge Venture Partners | General Partner | Since 1994 | Venture capital leadership; oversight of diverse organizations |
| Hambro International Equity Partners | Various roles | Not disclosed | Investment leadership |
| Bain & Company | Consultant | Not disclosed | Strategic advisory |
| Arthur Young & Company | Certified Public Accountant | Not disclosed | Financial/accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Everbridge, Inc. | Director | Not disclosed | Public company board |
| Pomona Investment Fund | Director | Not disclosed | Registered investment fund board |
| Northeastern University | Chairman, Board of Trustees | Not disclosed | Academic/non-profit governance |
Board Governance
- Independent Chairman of the Board; duties include setting agendas with CEO, moderating executive sessions, coordinating independent directors, attending committee meetings by invitation, and overseeing CEO performance evaluation with Compensation Chair .
- Committee assignments: Compensation Committee member (Comp Committee consists of Bayless, D’Amore, Hunter (Chair), St. Dennis) .
- Independence: Board 88.9% independent; D’Amore is independent; all committee members independent .
- Attendance and engagement: Board held 7 meetings in 2024; Audit met 5x; Compensation 5x; Governance 4x; “Percentage of Directors who attended all Board Meetings: 100%” (D’Amore included). Only the CEO attended the 2024 Annual Meeting of Stockholders .
| Governance Attribute | Detail |
|---|---|
| Board role | Independent Chairman |
| Independence status | Independent (NASDAQ standards) |
| Committee membership | Compensation Committee (member) |
| 2024 meeting cadence | Board: 7; Audit: 5; Compensation: 5; Governance: 4 |
| Attendance | 100% of directors attended all Board meetings |
| Executive sessions | Board/committees hold executive sessions without management |
Fixed Compensation
| Component | Terms | 2024 Amount (D’Amore) |
|---|---|---|
| Quarterly Board retainer | $17,500 per quarter | Included in total fees |
| Quarterly Chairman retainer | $12,500 per quarter | Included in total fees |
| Committee retainer (Comp Committee, non-chair) | $2,000 per quarter (increased from $1,875 effective July 1, 2024) | Included in total fees |
| Meeting fees | None (no fees for attending meetings) | N/A |
| Fees earned or paid in cash (2024) | Sum of quarterly retainers | $127,500 |
Performance Compensation
Directors receive annual time-based restricted stock grants; no performance metrics apply to director equity.
| Grant Detail | Value |
|---|---|
| Annual director equity grant (2024) | $140,000 per director, amended to $165,000 effective July 1, 2024 |
| D’Amore 2024 stock award (grant date 5/10/2024) | 3,677 shares; grant date fair value $38.07/share; total $139,983 |
| Vesting | Restrictions lapse on earlier of first anniversary of grant or immediately before next annual meeting |
| Outstanding stock awards at 12/31/2024 (D’Amore) | 3,677 shares; options: none |
Other Directorships & Interlocks
| Company | Industry | Role | Notes |
|---|---|---|---|
| Everbridge, Inc. | Software/SaaS (critical event management) | Director | Public company board |
| Pomona Investment Fund | Registered investment fund | Director | Investment oversight |
| Northeastern University | Higher education | Chairman, Board of Trustees | Non-profit governance |
| Overboarding check (Chairman) | — | 1 other public company board | Board metric reports “Number of Other Public Company Boards Served by Board Chairman: 1” |
| Comp Committee interlocks | — | None | No interlocks/insider participation in 2024 |
Expertise & Qualifications
- Venture capital leadership and oversight experience (General Partner at North Bridge) .
- Financial and strategic background (CPA at Arthur Young; consultant at Bain & Company) .
- Board skills matrix flags Human Capital Management and Risk Management competencies among directors (matrix-based categorizations) .
- Extensive knowledge of Veeco’s business and operations per Board leadership structure discussion .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Beneficial ownership (D’Amore) | 145,059 shares; options: none |
| Ownership as % of shares outstanding | Less than 1% |
| Outstanding director equity awards at FY-end | 3,677 stock awards; options: none |
| Stock ownership guideline (Directors) | 3x annual cash retainer; all directors compliant or within phase-in |
| Anti-hedging/pledging policy | Hedging and pledging prohibited for employees/directors |
| Section 16(a) compliance | All filings timely in 2024 |
Governance Assessment
- Positive signals: Independent Chairman; 88.9% independent board; 100% board meeting attendance; robust committee activity; no related party transactions in 2024; anti-hedging/anti-pledging; director stock ownership guidelines with compliance; and strong say-on-pay support (e.g., 2025 advisory vote For 48,619,366 vs Against 599,772; 2024 For 45,116,400 vs Against 1,185,955) .
- Potential watch items: Very long tenure (director since 1990) can raise board refreshment concerns; however, board reports annual self-evaluations, majority independence, and an independent chair structure to mitigate entrenchment risk .
- Engagement note: Only the CEO attended the 2024 Annual Meeting of Stockholders (directors are welcome to attend); board meeting attendance remained 100% .
- Compensation committee governance: Committee comprised of independent, non-employee directors; uses independent compensation consultant (Compensation Strategies, Inc.); no interlocks; annual peer group review for benchmarking—supportive of best-practice compensation oversight .
Say-on-Pay & Shareholder Feedback
| Year/Measure | For | Against | Abstained | Broker Non-votes |
|---|---|---|---|---|
| 2025 Advisory Vote on Executive Compensation | 48,619,366 | 599,772 | 19,389 | 3,163,109 |
| 2024 Advisory Vote on Executive Compensation | 45,116,400 | 1,185,955 | 29,422 | 3,540,872 |
| Historical context (2022–2024) | Approx. 97% approval (proxy narrative) | — | — | — |
Compensation Committee Analysis
| Attribute | Details |
|---|---|
| Composition | Bayless, D’Amore, Hunter (Chair), St. Dennis; all independent |
| Consultant | Compensation Strategies, Inc. (independent) |
| Practices | Annual peer group review; performance-based LTI for NEOs (PRSUs tied to 3-year TSR vs Russell 2000); clawback policy updated to align with SEC rules |
| Interlocks | None in 2024 |
Related Party Transactions
- Audit Committee reviews and pre-approves related party transactions; none engaged in 2024 .
Director Compensation Mix (2024)
| Component | D’Amore Amount |
|---|---|
| Cash fees | $127,500 |
| Stock awards | $139,983 |
| Total | $267,483 |
| Grant specifics | 3,677 shares at $38.07/share; vest earlier of 1 year or pre-2025 AGM |
RED FLAGS
- Board refreshment: Long tenure (since 1990) merits continued focus on succession and refreshment processes; mitigated by independent chair, majority independence, and annual evaluations .
- Annual meeting attendance: Only the CEO attended 2024 Annual Meeting; directors’ board-level attendance remained 100% .
Overall, D’Amore’s independent chair role, committee service, lack of related-party ties, compliance with ownership policies, and strong shareholder support for compensation indicate high governance quality and alignment with investor interests, with refreshment vigilance warranted due to tenure .