VEECO INSTRUMENTS INC Stock Compensation Disclosure

Note 13 — Stock Plans

​

Share-based incentive awards are provided to employees under the terms of the Company’s equity incentive compensation plans (the “Plans”), which are administered by the Compensation Committee of the Board of Directors. The 2019 Plan originated as the 2010 Stock Incentive Plan and was originally approved by the Company’s shareholders in May 2010. This Plan was subsequently amended, as approved by shareholders, in 2013, 2016, 2019 (at which time the Plan was renamed the 2019 Stock Incentive Plan), 2022, and 2024 (as amended to date, the “2019 Plan”). The Company’s employees, non-employee directors, and consultants are eligible to receive awards under the 2019 Plan, which can include non-qualified stock options, incentive stock options, RSAs, RSUs, PSAs, PSUs, share appreciation rights, dividend equivalent rights, or any combination thereof.

​

The Company is authorized to issue up to 21.3 million shares under the 2019 Plan. Option awards are granted with an exercise price equal to the closing price of the Company’s common stock on the trading day prior to the date of grant; option awards generally vest over a three-year period and have a seven or ten year term. RSAs and RSUs generally vest over one to five years. Certain option and share awards provide for accelerated vesting if there is a change in control, as defined in the 2019 Plan. At December 31, 2025, there are no option shares outstanding and 2.5 million RSUs and PSUs outstanding under the 2019 Plan.

​

The Company is authorized to issue up to 3.0 million shares under the approved 2016 employee stock purchase plan (“ESPP”), including additional shares authorized under plan amendments approved by shareholders in 2019, 2021, and 2025. Under the ESPP, substantially all employees in the U.S. may purchase the Company’s common stock through payroll deductions at a price equal to 85 percent of the lower of the fair market value of the Company’s common stock at the beginning or end of each six-month offer period, as defined in the ESPP, and subject to certain limits. The ESPP was approved by the Company’s shareholders.

​

Shares Reserved for Future Issuance

​

At December 31, 2025, the Company has 5.5 million shares reserved to cover exercises of outstanding stock options, vesting of RSUs, and additional grants under the 2019 Plan. At December 31, 2025, the Company has 0.7 million shares reserved to cover future issuances under the ESPP Plan.

​

Share-Based Compensation

​

The Company recognized share-based compensation in the following line items in the Consolidated Statements of Operations for the periods indicated:

​

​

The Company recognized a tax benefit of approximately $5.4 million, $7.9 million, and $3.9 million associated with share-based compensation for the years ended December 31, 2025, 2024, and 2023, respectively. The Company capitalized an immaterial amount of share-based compensation into inventory for the years ended December 31, 2025, 2024, and 2023.

​

Unrecognized share-based compensation costs at December 31, 2025 are summarized below:

​

​

Stock Option Awards

​

Stock options are awards issued to employees that entitle the holder to purchase shares of the Company’s stock at a fixed price. The following table summarizes the equity activity related to stock options:

​

​

At December 31, 2025, there were no stock option shares outstanding.

​

The following table summarizes information on options exercised for the periods indicated:

​

​

​

RSAs, RSUs, PSAs, PSUs

​

RSAs are stock awards issued to employees and directors that are subject to specified restrictions and a risk of forfeiture. RSUs are stock awards issued to employees that entitle the holder to receive shares of common stock as the awards vest. PSAs and PSUs are awards that result in an issuance of shares of common stock to employees if certain performance or market conditions are achieved. All of these awards typically vest over one to four years and vesting is subject to the employee's continued service with the Company and, in the case of performance awards, meeting certain performance or market conditions. The fair value of the awards is determined and fixed based on the closing price of the Company’s common stock on the trading day prior to the date of grant, or, in the case of performance awards with market conditions, fair value is determined using a Monte Carlo simulation.

​

The following table summarizes the equity activity of non-vested restricted shares and performance shares:

​

​

The total fair value of shares that vested during the years ended December 31, 2025, 2024, and 2023 was $25.9 million, $43.7 million, and $30.3 million, respectively. For performance awards, the final number of shares earned will vary depending on the achievement of the actual results relative to the performance or market conditions. Each performance award is included in the table above at the grant date target share amount until the end of the performance period if not previously forfeited.

​

The fair value of performance awards with market conditions is estimated on the date of grant using a Monte Carlo simulation. Estimates of fair value are not intended to predict actual future events or the value ultimately realized by employees who receive these awards. The weighted average fair value and the assumptions used in calculating such values during fiscal years 2025, 2024, and 2023 for performance awards with market conditions were based on estimates at the date of grant as follows:

​

​

Employee Stock Purchase Plan

​

For the years ended December 31, 2025, 2024, and 2023 the Company received cash proceeds of $5.2 million, $5.3 million, and $4.6 million, and issued shares of 251,480, 182,809, and 258,153, respectively, under the ESPP Plan. The weighted average estimated values of employee purchase rights as well as the weighted average assumptions that were

used in calculating such values during fiscal years 2025, 2024, and 2023 were based on estimates at the date of grant as follows:

​