Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 2, 2020, Veeco Instruments Inc. announced that John P. Kiernan, 57,
was promoted to Senior Vice President and Chief Financial Officer (CFO),
effective January 1, 2020. Mr. Kiernan succeeds Shubham Maheshwari, who recently
announced his resignation from Veeco. A copy of the press release relating to
this appointment is furnished as Exhibit 99.1 to this report.
Mr. Kiernan has served as Senior Vice President, Finance, Chief Accounting
Officer (CAO) and Treasurer of Veeco since December 2011 and also served as
Corporate Controller from December 2011 through December 2017. From July 2005 to
November 2011, Mr. Kiernan was Senior Vice President, Finance, CAO and Corporate
Controller. Prior thereto, he was Vice President, Finance and Corporate
Controller of Veeco from April 2001 to June 2005, Vice President and Corporate
Controller from November 1998 to March 2001, and Corporate Controller from
February 1995 to November 1998. Prior to joining Veeco, Mr. Kiernan was an Audit
Senior Manager at Ernst & Young LLP from October 1991 through January 1995 and
held various audit staff positions with Ernst & Young LLP from June 1984 through
September 1991.
In connection with his appointment, Veeco provided Mr. Kiernan with a letter
describing certain adjustments to his compensation, effective January 1, 2020.
The letter provides:
• Mr. Kiernan will be paid an annual base salary of $360,000.
• Mr. Kiernan will be eligible to participate in a performance-based management
bonus plan, with a target bonus of 65% of base salary. Awards under the plan
will be based on measures of both corporate financial performance and
individual goals and objectives.
• Mr. Kiernan will be granted an award of restricted stock under Veeco's 2019
Stock Incentive Plan in the amount of 12,000 shares of Veeco common stock. The
restrictions on these shares will lapse over four years, as follows: (i) 20%
on the date which is twelve (12) months from the award date, (ii) 20% on the
date which is eighteen (18) months from the award date, (iii) 20% on the date
which is thirty (30) months from the award date, (iv) 20% on the date which is
forty-two (42) months from the award date, and (v) 20% on the date which is
forty-eight (48) months from the award date.
• Mr. Kiernan will be eligible to participate in Veeco's 2020 equity award
program with the understanding that Veeco presently intends that 100% of this
award will be granted in the form of performance-based restricted stock units
that will vest, subject first to being earned, on the third anniversary of the
award date.
A copy of the letter is furnished as Exhibit 99.2 to this report.
Mr. Kiernan succeeds Shubham Maheshwari, who joined Veeco in May 2014 as
Executive Vice President and Chief Financial Officer. On December 11, 2019, Mr.
Maheshwari notified Veeco of his intention to resign from Veeco, in conjunction
with Veeco's general efforts to reduce cost and de-layer the organization and
his desire to return to the west coast with his family. Mr. Maheshwari's
resignation was not a result of any disagreement with Veeco; Mr. Maheshwari will
remain available to assist with the completion of Veeco's year-end audit and the
filing of its 2019 annual report on Form 10-K to facilitate a smooth transition.
In exchange for agreeing to stay for the transition period, Mr. Maheshwari will
be eligible to receive the non-change-in-control separation benefits described
in the letter agreement between him and Veeco dated April 8, 2014, as amended
August 29, 2018 and March 22, 2019.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
99.1 Press release issued by Veeco dated January 2, 2020
99.2 Letter dated January 1, 2020 from Veeco to John P. Kiernan
104 Cover Page lnteractive Data File (embedded within the lnline XBRL document).
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