Gordon Ritter
VEEVA SYSTEMSAbout Gordon Ritter
Independent director and Chair of the Board at Veeva Systems; age 60; director since 2008. Background includes founding Emergence Capital Partners (2002–present) and multiple operating roles in software and web services; BA in Economics from Princeton University. Core credentials: venture capital expertise, business development, and deep knowledge of Veeva as an early investor; currently Compensation Committee Chair and presides over independent director executive sessions as Board Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emergence Capital Partners | Founder and General Partner | 2002–present | VC expertise; investor and director for numerous private companies |
| Software As Service, Inc. | Co-founder & CEO | 2000–2001 | Web services platform leadership |
| IBM | Vice President, Global Small Business division | 1999–2000 | Enterprise go-to-market leadership |
| Whistle Communications, Inc. | Co-founder & President | 1995–1999 | Built internet appliance/services platform; acquired by IBM in 1999 |
| Tribe, Inc. | Co-founder & President | 1990–1995 | Networking infrastructure leadership |
| Credit Suisse First Boston Inc. | Vice President of Capital Markets | 1986–1990 | Capital markets experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Princeton University Investment Company | Director | Not disclosed | Oversees endowment investments |
| Princeton University | Trustee | Not disclosed | University governance |
| Various private technology companies | Director | Not disclosed | Numerous private boards; breadth of tech exposure |
Board Governance
- Roles and independence: Independent director; Chair of the Board; Compensation Committee Chair; presides over independent executive sessions. Veeva separates Chair and CEO, with the Board currently chaired by Ritter .
- Committee assignments and meeting cadence:
- Compensation Committee (Chair); 6 meetings in FY2025 .
- Board Chair; independent leadership structure outlined in Corporate Governance Guidelines .
- Attendance: Board met 4 times in FY2025; no director attended fewer than 75% of aggregate Board and committee meetings of which they were a member .
- Governance features relevant to director effectiveness: Independent committees (Audit, Compensation, Nominating & Governance, Cybersecurity), regular executive sessions, annual third-party board evaluation, proxy access, special meeting rights, anti-hedging/pledging policy, director education budget up to $12,000 per fiscal year .
Fixed Compensation
| Component | FY2025 Structure/Amount | Vesting/Terms | FY2025 Actual (Ritter) |
|---|---|---|---|
| Annual cash retainer | $50,000 (paid quarterly) | Cash | $50,000 |
| Annual RSU grant | $225,000 value on annual meeting date | Vests quarterly over one year | Included in stock awards |
| Board Chair RSU | +$40,000 value | Vests on same annual schedule | Included in stock awards |
| Compensation Committee Chair RSU | +$20,000 value | Vests on same annual schedule | Included in stock awards |
| Total Stock Awards (reported fair value) | Aggregate grant-date fair value | Computed under ASC 718 | $285,090 |
| Total Director Compensation | Cash + Stock | Standard Non-Employee Director plan; no meeting fees | $335,090 |
Notes:
- RSU grants occur on the date of the annual meeting; directors receive pro-ration for mid-cycle changes. Veeva reimburses director expenses and regulatory filing fees .
- Stock ownership guidelines require holding stock of value ≥3× annual cash retainer; all directors are in compliance as of March 31, 2025 .
Performance Compensation
| Performance Metric Type | Applicability to Directors | Details |
|---|---|---|
| Performance-based equity (PSUs/options) | Not used for director compensation | Non-employee directors receive time-based RSUs; no cash bonus or performance equity specified for directors |
| Meeting/attendance fees | Not used | No meeting fees disclosed for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | None: During FY2025, the Compensation Committee comprised Mark Carges and Gordon Ritter; no executive officer of Veeva served on another entity’s board/comp committee with reciprocal overlap |
| Public company boards | Not disclosed for Ritter; private company boards noted |
| Potential interlocks | Board service at private technology companies; not identified as related parties in Veeva disclosures |
Expertise & Qualifications
| Skill/Experience | Evidence |
|---|---|
| Business development and venture capital | Founder/GP, Emergence; investor/director across private tech companies |
| Technical/software industry exposure | Career in software/web services; early Veeva investor |
| Governance leadership | Board Chair; Compensation Committee Chair; presides over executive sessions |
| Education | BA, Economics, Princeton University |
Equity Ownership
| Holder/Vehicle | Shares Beneficially Owned | % of Common Stock Outstanding | Notes |
|---|---|---|---|
| Gordon Ritter (personal) | 398 | <1% | Personal holdings |
| Ritter-Metzler Revocable Trust | 575,282 | <1% | Ritter trustee/beneficiary; may be deemed to share voting/dispositive power; disclaims beneficial ownership except pecuniary interest |
| GABACOR Holdings LLC | 92,000 | <1% | Ritter controlling person; same disclaimer |
| Emergence Capital Partners II, L.P. | 500,000 | <1% | Through EEP II and EGP; Ritter a partner/member; disclaims beneficial ownership except pecuniary interest |
| Total (Ritter) | 1,167,680 | <1% | Aggregate beneficial ownership |
Additional alignment/governance controls:
- Directors must meet stock ownership guidelines (≥3× retainer); all directors in compliance as of March 31, 2025 .
- Insider Trading Policy prohibits hedging and pledging of Veeva stock and requires pre-clearance; Rule 10b5-1 plan constraints apply .
Governance Assessment
- Board leadership and independence: Separation of Chair/CEO with Ritter as independent Chair strengthens oversight and allows focused executive sessions; committee independence and annual third-party evaluations support board effectiveness .
- Compensation alignment for directors: Low cash retainer, majority equity via time-based RSUs, incremental RSUs for chair roles (Board and Compensation) indicate alignment without short-term meeting fees; stock ownership guidelines enforced and in compliance .
- Engagement and attendance: FY2025 cadence shows active committee work (Compensation met 6 times) and Board met 4 times; no director below 75% attendance threshold .
- Potential conflicts and controls: Ritter’s beneficial ownership through personal, trust, LLC, and venture fund entities is fully disclosed with disclaimers; related-party transaction policies require Audit Committee review; Insider Trading Policy prohibits hedging/pledging, mitigating alignment risks. No related-party transactions disclosed involving Ritter .
- RED FLAGS: None disclosed for Ritter on attendance, related-party transactions, hedging/pledging, or overboarding. Note venture fund holdings and multiple private boards as potential monitoring areas, but no adverse disclosures identified .