Thomas St. Dennis
VEECO INSTRUMENTSAbout Thomas St. Dennis
Independent director since 2016, age 71 as of March 20, 2025. Former semiconductor equipment executive with extensive leadership roles at Applied Materials, Wind River Systems, Novellus Systems, and currently non-executive Chairman of FormFactor, Inc. Designated Audit Committee Financial Expert and member of Veeco’s Audit and Compensation Committees, bringing deep operating, technology, and governance expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Applied Materials, Inc. | Senior Vice President & GM, Silicon Systems Group; various positions | 1992–1999; 2005–2009 | Led key semiconductor equipment business; deep industry knowledge |
| Wind River Systems, Inc. | President & CEO | 1999–2003 | Grew embedded software business; operational leadership |
| Novellus Systems, Inc. | EVP, Sales & Marketing | 2003–2005 | Commercial leadership in deposition/thermal processing equipment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| FormFactor, Inc. | Non-executive Chairman; formerly CEO and Executive Chairman | CEO: 2010–2014; Exec Chair: 2015–2016; Non-exec Chair: since Feb 2016 | Semiconductor wafer test; extensive board leadership |
| Axcelis Technologies, Inc. | Director | Current | Semiconductor equipment; industry adjacency to Veeco |
| Mattson Technology, Inc. | Director | Prior five years (historical) | Dry strip/rapid thermal processing equipment (historical service) |
Board Governance
- Independence: Board determined St. Dennis is independent under NASDAQ rules; all Audit/Compensation/Governance committee members are independent .
- Committee assignments (2024/2025): Audit Committee member (Bayless—Chair; Jackson; Raymond; St. Dennis) and Compensation Committee member (Hunter—Chair; Bayless; D’Amore; St. Dennis) .
- Attendance and engagement: In 2024, 100% of directors attended all Board meetings; Veeco states all directors attended each Board meeting and applicable committee meetings in 2024 . In 2023, with one director/one meeting exception, all directors attended each Board meeting; Board held 6 meetings, Audit Committee held 7, Compensation Committee 5, Governance Committee 4 .
- Governance practices: Independent Chairman (D’Amore); regular executive sessions without management; annual Board/Committee/individual self-evaluations; director resignation policy upon change in employment or failure to receive votes; conflicts checked/approved before service on other boards .
- ESG oversight: Primary ESG oversight assigned to Governance Committee; biannual updates to Board .
Fixed Compensation
| Component | Policy (as of 2024) | FY 2023 Amount (St. Dennis) | FY 2024 Amount (St. Dennis) |
|---|---|---|---|
| Board cash retainer | $17,500 per quarter | $84,396 | $87,750 |
| Committee retainer – Audit (member/chair) | $2,500 / $6,250 per quarter | Included above | Included above |
| Committee retainer – Compensation (member/chair) | $1,875 / $3,750 per quarter; non-chair increased to $2,000 and chair to $4,125 effective Jul 1, 2024 | Included above | Included above; increase effective mid-2024 |
| Committee retainer – Governance (member/chair) | $1,250 / $2,500 per quarter | Included above | Included above |
| Chairman retainer (if applicable) | $12,500 per quarter | N/A (not Chairman) | N/A |
Notes: Board members do not receive meeting fees; director compensation capped at $400,000 annually under 2019 Stock Incentive Plan .
Performance Compensation
| Grant Year | Grant Date | Instrument | Shares | Grant-Date Fair Value per Share | Total Grant Value | Vesting |
|---|---|---|---|---|---|---|
| 2023 | May 12, 2023 | Restricted stock | 6,760 | $20.71 | $140,000 | Restrictions lapse on earlier of first anniversary or date immediately preceding next AGM |
| 2024 | May 10, 2024 | Restricted stock | 3,677 | $38.07 | $139,983 | Same as above; annual award value increased from $140,000 to $165,000 effective Jul 1, 2024 (policy change) |
Additional director equity policy: Annual restricted stock value determined by Compensation Committee; minimum one-year vesting; no stock options granted to directors currently .
Other Directorships & Interlocks
| Company | Sector | Relationship to Veeco | Potential Conflict Considerations |
|---|---|---|---|
| FormFactor, Inc. | Semiconductor test | Industry adjacency; potential information flow on customers and cycles | Veeco requires advance approval for other board service; conflicts reviewed by Governance Chair or General Counsel; overboarding monitored; none serve on >2 other public boards |
| Axcelis Technologies, Inc. | Semiconductor equipment | Industry adjacency; potential overlap in talent/customer ecosystem | Same governance controls as above; committee independence maintained |
Expertise & Qualifications
- Audit Committee Financial Expert designation (SEC definition), indicating strong financial literacy for Audit oversight .
- Deep semiconductor equipment operating experience (Applied Materials, Novellus) and CEO experience (Wind River, FormFactor), relevant for strategy, risk, and technology oversight .
- Skills matrix highlights risk management and human capital management among board competencies; Board maintains director education and encourages attendance at programs .
Equity Ownership
| As-of Date | Beneficially Owned Shares | % of Outstanding Shares | Notes |
|---|---|---|---|
| Mar 13, 2024 | 52,184 | <1% | Shares include restricted stock awards; excludes unvested RSUs; Section 16 filings largely timely in 2023 (two late filings related to executive 10b5-1 plans, not directors) |
| Mar 12, 2025 | 51,861 | <1% | Directors subject to stock ownership guidelines (≥3x annual cash retainer); all directors in compliance or within phase-in period |
Alignment policies: Anti-hedging and anti-pledging policy prohibits any director from hedging or pledging Veeco stock; minimum vesting standards; ownership guidelines enforced .
Governance Assessment
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Strengths:
- Independent director with AC financial expert designation; sits on Audit and Compensation Committees that met 5–7 times in 2023 and remained fully independent .
- Strong attendance and engagement in 2024 (100% of directors attended Board meetings; company states all directors attended applicable committees) .
- Director compensation structure balanced between fixed cash retainers and time-based equity; annual RS awards vest on a one-year timeline or pre-AGM date; no options, no meeting fees, and an annual cap under plan governance .
- Robust governance architecture: independent Chairman; executive sessions; annual evaluations; conflicts-of-interest screening before external board service .
- Investor confidence signal via consistent high Say-on-Pay support (~97% approval in 2022–2024) .
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Watch-outs / potential conflicts:
- External roles at FormFactor and Axcelis, both in adjacent semiconductor equipment/test markets, may create perceived interlocks or information flow concerns; mitigated by Veeco’s pre-approval process, independence standards, and limits on multiple board service (none over three boards) .
- Equity grants to directors are purely time-based (no performance metrics), which is conventional but limits direct pay-for-performance linkage for directors; however, stock ownership guidelines and anti-hedging/pledging enhance alignment .
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Compensation Committee analysis:
- Committee composed solely of independent directors (Hunter—Chair; Bayless; D’Amore; St. Dennis), with no interlocks; uses an independent compensation consultant (Compensation Strategies, Inc.) supporting best practices .
- Committee increased CC retainers in 2024 (non-chair to $2,000; chair to $4,125), modestly raising fixed cash for committee service .
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Related-party transactions:
- Proxy includes a “Certain Relationships and Related Transactions” section; no specific transactions involving Thomas St. Dennis are disclosed in the excerpts reviewed. Veeco maintains indemnification agreements for directors consistent with Delaware law .