Exhibit 97

Veeco Instruments Inc.

Compensation Recoupment Policy for Executive Officers
(as amended and restated, effective October 2, 2023)

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The Board of Directors (the “Board”) of Veeco Instruments Inc. (the “Company”) previously determined that it was in the best interests of the Company and its shareholders to adopt, and has adopted and amended and restated from time to time, a policy to provide for the recovery of specified types and amounts of incentive compensation from certain of the Company’s executives in the event of the occurrence of identified accounting events (as in effect on the day immediately before the Effective Date of the amendment and restatement set forth herein , the “Legacy Policy”). In light of the recent adoption by the United States Securities and Exchange Commission (the “SEC”) of Rule 10D-1 (“Rule 10D-1”) under Section 10D of the Securities Exchange Act of 1934, as amended (“Section 10D” of the “Exchange Act”) and the concomitant adoption by The Nasdaq Stock Market (the “Nasdaq Market”) of Listing Rule 5608 (the “Listing Rule”) as part of its Listing Standards (the “Listing Standards”) to which the Company is subject, the Board now finds that it is in the best interests of the Company and its shareholders to amend and restate the Legacy Policy (as so amended and restated, the “Policy”). The Policy was developed to promote high standards of, and increase executive accountability for, honest and ethical business conduct and compliance with applicable laws, rules and regulations and to support high quality financial reporting, consistent with the actions of the SEC and Nasdaq Market. It is designed to comply with, and shall be interpreted and applied consistent with, Section 10D, Rule 10D-1, the Listing Rule and other Listing Standards as each is interpreted by the SEC and the Nasdaq Market (the “Guidance”) and with other applicable laws, rules, regulations and interpretations, as each is in effect from time to time. Capitalized terms used herein have the meanings ascribed to them in the text of this Policy or in the Glossary attached hereto and incorporated herein by reference.

(a)This Policy shall be administered by the Compensation Committee of the Board, unless the Board (i) designates a different standing committee, or a newly designated committee, of the Board, in each case at least a majority of the members of which meet the definition of “Independent Director” under Rule 5605(a)(2) of the Listing Standards or (ii) elects to administer this Plan directly (the Board or such committee charged with administration of this Policy, the “Administrator”).

(b)The Administrator shall interpret and construe, and make all determinations necessary, appropriate or advisable, for the administration of, this Policy, consistent herewith, in each case to the extent permitted under the Listing Rule and in compliance with (or pursuant to an exemption from the application of) the Exchange Act, other applicable laws (including the Code) the Guidance and with any other applicable rule or regulation. Any determination made by the Administrator shall be final and binding on all persons affected thereby, including the Company, its affiliates, its shareholders and Executive Officers and no such determination shall be deemed a waiver of any rights the Company may have against any Executive Officer other than as set forth in this Policy.

(c)In the administration of this Policy, the Administrator is authorized and directed to consult with the full Board or such other committees of the Board including, without limitation, the Audit Committee and the Compensation Committee, or such individual Board members, as may be necessary or appropriate to assist the Administrator in addressing matters within the scope of such other committees’ or directors’ expertise, responsibility or authority. Subject to any limitation imposed by applicable law, the Administrator may authorize and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).

In the event the Company is required to prepare an Accounting Restatement, the Company shall reasonably promptly recoup the amount of any Erroneously Awarded Compensation received by any Executive Officer in accordance with the terms of this Policy. Except as otherwise provided herein, the Company’s obligation to recover Erroneously Awarded Compensation is unconditional, not subject to the discretion of the Company, the Board or the Administrator and not dependent on particular factors or circumstances including, without limitation, whether or when the Company files financial statements reflecting the Accounting Restatement, or a finding of misconduct by the subject Executive Order or of the responsibility of such Executive Officer for the accounting error leading to the Accounting Restatement.

The Board intends that this Policy be applied to the fullest extent permitted by applicable law. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights that may be available to the Company under applicable law, rule or regulation or pursuant to the terms of any other Company policy, any employment or equity award agreement, compensatory plan, agreement or other arrangement or to any other rights or remedies that may be available to the Company at law or in equity. Any such employment or equity award agreement, compensatory plan, or other agreement or arrangement with an Executive Officer shall be deemed to include, as a condition to the grant of any benefit thereunder, an agreement by the Executive Officer to abide by the terms of this Policy.

Nothing contained in this Policy, and no recoupment or recovery as contemplated hereby, shall limit any claims,

damages or other legal remedies the Company or any of its affiliates may have against an Executive Officer arising out of or resulting from any actions or omissions by such Executive Officer.

Notwithstanding the terms of any indemnification or insurance policy or any contractual arrangement with any Executive Officer that may be interpreted to the contrary, the Company shall not indemnify any Executive Officer against (a) the loss of any Erroneously Awarded Compensation repaid or returned to or recovered by the Company pursuant to the terms of this Policy or (b) any claim relating to the Company’s enforcement of its rights under this Policy, in each case including any payment or reimbursement for the cost of third-party insurance purchased by any Executive Officer to fund potential repayment obligations under this Policy or legal and other expenses in connection with any action by the Company for repayment, return or recovery pursuant hereto.

No member of the Administrator, or of the Board who assists in the administration of this Policy, shall be personally liable for any action, determination or interpretation made with respect to this Policy and each such member shall be indemnified by the Company to the fullest extent permitted under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Board under applicable law or Company policy.

The Company shall file such disclosures with respect to this Policy as are required by applicable law and the rules and regulations of the SEC and the Nasdaq Market, including the Listing Standards, in each case as in effect from time to time.

This Policy shall be effective as of October 2, 2023 (the effective date of the Listing Rule) (the “Effective Date”). This Policy shall apply to all Incentive-Based Compensation received by Executive Officers on or after the Effective Date, even if such Incentive-Based Compensation was approved, awarded, granted or paid to Executive Officer prior to the Effective Date.

The Board may amend, modify, supplement, rescind or replace all or any portion of this Policy at any time and from time to time in its discretion, and shall amend this Policy as it deems necessary to comply with applicable law, rules or regulations, any amendment to the Listing Rule or any other rules or standards adopted by a Stock Exchange. Notwithstanding the foregoing, the Board shall not adopt any amendment, modification, recession, enforcement or termination if the effect thereof, taking into account any contemporaneous actions taken by the Company, would cause the Company to be in violation of any federal securities laws, SEC rule or regulation or rule or regulation of The Nasdaq Market.

To the extent that any provision of this Policy is found by a court of competent jurisdiction to be unenforceable or invalid under applicable law, such provision shall be applied to the maximum extent permitted, and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any legally required limitations.

This Policy shall be binding upon and enforceable against all Executive Officers and, to the extent required by applicable law, governmental rules or regulations and rules or regulations of the Nasdaq Market or any other national securities exchange on which the Company’s securities are listed, shall be binding upon and enforceable against their respective beneficiaries, permitted assigns, heirs, executors, administrators and other legal representatives.

This Policy and all rights and obligations hereunder are governed by and construed in accordance with the laws of the State of Delaware without regard to principles of conflicts of laws. All actions arising out of or relating to this Policy shall be heard and determined exclusively in the Court of Chancery of the State of Delaware and its related appellate courts or,

if such court declines to exercise jurisdiction or if subject matter jurisdiction over the matter that is the subject of any such legal action or proceeding is vested exclusively in the U.S. federal courts, the U.S. District Court for the District of Delaware and its related appellate courts.

Each Executive Officer shall, within forty-five (45) days following the later of (i) the Effective Date of this Policy or (ii) the date such Executive Officer first becomes an Executive Officer, sign, date and return to the Company the Acknowledgement Form attached hereto as Exhibit A. For the avoidance of doubt, failure to execute and return the Acknowledgement Form shall not affect the enforceability of this Policy as to an Executive Officer.

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Glossary

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“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.

“Accounting Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board, or the officer or officers of the Company authorized to take such action if the Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; and (ii) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement.

“Administrator” has the meaning given in Section 2(a) of the Policy.

“Board” means the Board of Directors of the Company.

“Company” means Veeco Instruments Inc., a Delaware corporation.

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and regulations thereunder, or any successor thereto.

“Erroneously Awarded Compensation” means, in the event of an Accounting Restatement, the amount of Incentive-Based Compensation previously received that exceeds the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts in such Accounting Restatement, and must be computed without regard to any taxes paid by the relevant Executive Officer; provided, however, that for Incentive-Based Compensation based on stock price or total stockholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (i) the amount of Erroneously Awarded Compensation must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total stockholder return upon the Incentive-Based Compensation received; and (ii) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to the Stock Exchange.

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and in effect from time to time.

“Executive Officer” means the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the Company. An executive officer of the Company’s parent or subsidiary is deemed an “Executive Officer” if the executive officer performs such policy making functions for the Company.

“Financial Reporting Measure” means any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure; provided, however, that a Financial Reporting Measure is not required to be presented within the Company’s financial statements or included in a filing with the SEC to meet the definition of a “Financial Reporting Measure.” For purposes of this Policy, “Financial Reporting Measure” includes, but is not limited to, stock price and total shareholder return.

“Guidance” means Section 10D, Rule 10D-1, the Listing Rule and other Listing Standards as each is interpreted by the SEC and the Nasdaq Market, as applicable to the Company and the Policy.

“Incentive-Based Compensation” means any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.

“Legacy Policy” has the meaning given in Section 1 of the Policy.

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“Listing Rule” means Listing Rule 5608 of the Listing Standards.

“Listing Standards” means the Listing Standards promulgated by the Nasdaq Market, as in effect from time to time.

“Policy” means the Company’s Compensation Recoupment Policy for Executive Officers as in effect on and after the Effective Date, as it may thereafter be amended or restated from time to time. “Rule 10D-1” means Rule 10D-1 promulgated by the SEC under Section 10D of the Exchange Act, as in effect from time to time.

“Nasdaq Market” means The Nasdaq Stock Market or any successor thereto.

“SEC” means the United States Securities and Exchange Commission or any successor agency thereto.

“Section 10D” means Section 10D of the Exchange Act, as in effect from time to time.

“Stock Exchange” means the national stock exchange (including the Nasdaq Market) on which the Company’s common stock is listed at a specified time.

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Exhibit A

Veeco Instruments Inc.

Compensation Recoupment Policy for Executive Officers

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Acknowledgement

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Capitalized terms used in this Acknowledgement and not otherwise defined have the meanings ascribed to them in the text of the Veeco Instruments Inc. Compensation Recoupment Policy for Executive Officers (“Policy”) of which this Acknowledgement is a part.

By signing this Acknowledgement, the undersigned acknowledges and confirms that:

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Signature

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Print Name

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Date

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