Sujeet Chand
VEECO INSTRUMENTSAbout Sujeet Chand
Independent director of Veeco Instruments Inc. since 2021; age 67; Ph.D.; currently retired. Former Senior Vice President and Chief Technology Officer at Rockwell Automation (2005–2021), with prior leadership roles at Rockwell Scientific, XAP Corporation, and Rockwell Automation; nominated for re‑election as a Class I director for a term ending at the 2028 annual meeting. Current public company boards: Proto Labs, Inc. and Flowserve Corporation. Independence determined under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockwell Automation | Senior Vice President & Chief Technology Officer | 2005–2021 | Technology leadership; industry relationships in semiconductor capital equipment (noted by Veeco) |
| Rockwell Automation | Vice President, Control Systems | 2001–2005 | Control systems leadership |
| XAP Corporation | Chief Operating Officer | 1999–2001 | Operations leadership |
| Rockwell Scientific Company (subsidiary of Rockwell International) | Led R&D | 1988–1999 | Research & development leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Proto Labs, Inc. | Director | Not disclosed | Not disclosed |
| Flowserve Corporation | Director | Not disclosed | Not disclosed |
- Over‑boarding risk: The board reports zero directors serving on more than three public company boards (including Veeco). Chand’s two outside boards plus Veeco total three, within policy.
Board Governance
- Committee assignments: Governance Committee member; no chair roles disclosed. Audit and Compensation committees show no assignment for Chand.
- Independence: Independent director under NASDAQ listing standards. All board committees are composed of independent directors.
- Attendance: Board met seven times in 2024; 100% of directors attended all board meetings. Governance Committee met four times in 2024.
- Board leadership: Independent Chairman (Richard A. D’Amore). Independent directors meet without management. Annual board, committee, and individual director self‑evaluations; annual independent director CEO evaluation.
- Election/tenure: Classified board; Chand is Class I, nominated for re‑election with term through 2028.
- ESG oversight: Governance Committee has primary oversight of sustainability and ESG; Chand serves on this committee.
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Quarterly Board Retainer | $17,500 per quarter | For non‑employee directors |
| Governance Committee Member Retainer | $1,250 per quarter | Non‑chair membership |
| Total Cash Fees Paid (2024) | $75,000 | Reported for Chand |
- No meeting fees; Chairman of the Board (not Chand) receives additional $12,500 per quarter.
Performance Compensation (Director)
| Grant Type | Grant Date | Shares/Units | Grant‑Date Fair Value per Share | Total Grant‑Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Restricted Stock | May 10, 2024 | 3,677 | $38.07 | $139,983 | Lapse on earlier of first anniversary of grant or immediately before next annual meeting |
- Outstanding equity awards at FY‑end (12/31/2024): Restricted stock/RSUs 3,677; no options outstanding.
- Plan limits: 2019 Stock Incentive Plan caps total director compensation at $400,000 annually. No stock options granted to directors; no option repricing or cash buyouts.
- Performance metrics: No director‑level performance metrics tied to equity vesting (time‑based only).
Other Directorships & Interlocks
| Company | Sector/Notes | Potential Interlock with Veeco |
|---|---|---|
| Proto Labs, Inc. | Digital manufacturing/parts (3D printing, CNC, injection molding) | None disclosed by Veeco |
| Flowserve Corporation | Industrial/environmental machinery supplier | None disclosed by Veeco |
- Compensation Committee interlocks: None reported for Veeco’s Compensation Committee (Chand is not on this committee).
Expertise & Qualifications
- Technology and industry ties: More than 30 years of leadership; strong technology background and relationships in semiconductor capital equipment.
- Board skills matrix: Cybersecurity, Human Capital Management, Risk Management competencies attributed to Chand.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 21,843 | Less than 1% of outstanding; includes unvested restricted stock awards but excludes unvested RSUs |
| Outstanding director stock awards (12/31/2024) | 3,677 | As per director award table |
| Hedging/Pledging | Prohibited | Company‑wide securities trading policy prohibits hedging and pledging by directors |
| Director ownership guidelines | 3x annual cash retainer | 5‑year phase‑in; all directors compliant or within time to comply |
Governance Assessment
-
Positive signals:
- Independent status; service on ESG‑oversight Governance Committee aligns expertise with board needs.
- Full board attendance reported for 2024; structured independent oversight and evaluations; independent chair.
- No related‑party transactions in 2024; anti‑hedging/pledging policy enhances alignment; director ownership guidelines in place.
- Over‑boarding risk mitigated; board reports zero directors exceeding three boards.
-
Watch items:
- Director equity retainer increased mid‑2024 from $140,000 to $165,000 per director; monitor pay inflation versus peer practices and overall governance cap ($400,000).
- Annual meeting attendance: only CEO attended in 2024; while not a violation, investors may prefer visible director presence at AGMs.
-
Shareholder sentiment:
- Say‑on‑pay support ~97% in 2022–2024 indicates broad shareholder approval of compensation governance; though focused on executives, it signals overall confidence in board oversight.
Appendix: Board and Committee Reference
| Board Meetings (2024) | Audit Committee | Compensation Committee | Governance Committee |
|---|---|---|---|
| 7 | 5 | 5 | 4 |
- Chand Committee Role: Governance Committee Member (independent).
- Board Structure/Policies: Independent chairman; majority voting; no poison pill; independent directors meet without management; robust governance policies (codes, ESG oversight, director education).