Mark Carges
VEEVA SYSTEMSAbout Mark Carges
Independent director since 2017 (age 63), with deep enterprise software and cybersecurity leadership. He chairs Veeva’s Cybersecurity Committee and serves on the Compensation Committee, bringing CTO-level experience from eBay (2008–2014) and senior product leadership at BEA Systems (1996–2008). Education: BA Computer Science (UC Berkeley) and MS Computer Science (NYU) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Generation Investment Management | Senior Advisor | 2017–present | Sustainable investing advisory; technology expertise applied to governance oversight |
| eBay Inc. | Chief Technology Officer; prior executive roles | 2008–2014 | Led internet-scale platforms; relevant to cybersecurity oversight |
| BEA Systems, Inc. | EVP, Products; GM, Business Interaction Division; prior senior tech roles | 1996–2008 | Enterprise software product leadership; operations experience |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Splunk Inc. | Director | Public (acquired by Cisco 2024) | 2014–2024 |
| Capture One A/S | Director | Private | 2019–present |
| Magnet Systems, Inc. | Director | Private | 2012–2023 |
| SteelSeries, Inc. | Director | Private | 2020–2022 |
| Phase One A/S | Director | Private | 2019–present (disclosed in 2024 proxy) |
Board Governance
- Committee assignments: Compensation Committee (member) and Cybersecurity Committee (Chair) .
- Committee meeting cadence FY2025: Compensation (6), Cybersecurity (4), Audit (8), Nominating & Governance (4) .
- Attendance: Board met 4 times in FY2025; no director attended fewer than 75% of aggregate Board and committee meetings .
- Independence: Board majority independent; all standing committees comprised of independent directors per NYSE standards .
- Compensation Committee interlocks: None; Veeva executives did not serve on boards/comp committees of companies with cross-directors in FY2025 .
- Director education: Up to $12,000 reimbursed per director annually for continuing education; management provides ongoing governance and industry updates .
- Executive sessions: Regular sessions of independent directors per Corporate Governance Guidelines .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly in arrears |
| Annual RSUs (base grant) | $225,000 | Granted at annual meeting; time-based vesting |
| Committee RSUs – Compensation (member) | $10,000 | Additional RSUs for members |
| Committee RSUs – Cybersecurity (Chair) | $20,000 | Additional RSUs for chair |
| Reported stock awards (aggregate fair value) | $255,062 | FY2025 proxy total for Carges |
| Total reported director compensation | $305,062 | Fees + stock awards |
| RSUs outstanding at 1/31/2025 | 713 | Shares issuable upon vesting |
Performance Compensation
| Feature | Structure | Performance Metric(s) |
|---|---|---|
| Director equity | RSUs vest quarterly over one year | None disclosed (time-based only) |
| Options | Not part of director program | N/A (no options for directors disclosed) |
- Ownership alignment policies: Stock ownership guideline requires directors to hold stock equal to 3× annual cash retainer; all directors in compliance as of 3/31/2025 .
- Anti-hedging/pledging: Insider Trading Policy prohibits hedging and pledging by directors .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in 2025 proxy (prior Splunk directorship ended with acquisition) |
| Interlocks with Veeva committees | None in FY2025 |
| Related-party transactions | None disclosed involving Carges; sole disclosed family employment relates to another director’s sibling |
Expertise & Qualifications
- Technical software expertise; cybersecurity expertise; business executive experience; public company board experience; governance, risk, and compliance oversight (per Board skill matrix) .
- Tenure: 8 years on Veeva’s Board as of May 5, 2025; age 63 .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Vehicle |
|---|---|---|---|
| Mark Carges | 11,512 | <1% | The Mark Carges Revocable Trust dated Jan 30, 2019 |
- Ownership guidelines: 3× annual cash retainer; compliant as of March 31, 2025 .
- Pledging/hedging: Prohibited by policy .
- RSUs outstanding: 713 shares issuable upon vesting at FY2025 year-end .
Governance Assessment
- Strengths: Independent director with CTO-level credentials; chairs Cybersecurity Committee, aligning oversight with Veeva’s data- and cloud-centric risk profile; Compensation Committee service without interlocks; robust director education and ownership alignment; anti-hedging/pledging safeguards .
- Engagement: Board/committee attendance thresholds met; structured committee oversight and regular executive sessions bolster independence .
- Compensation signals: Director pay is modest cash plus time-based RSUs; committee chair/member RSUs reflect responsibility without performance gaming; no options, bonuses, or meeting fees disclosed .
- Conflicts/RED FLAGS: No related-party transactions or pledging/hedging; no compensation committee interlocks; prior external board commitments appear manageable post-Splunk acquisition (no overboarding concerns disclosed for Carges) .