Marshall Mohr
VEEVA SYSTEMSAbout Marshall Mohr
Marshall L. Mohr, age 69, has served as an independent director of Veeva Systems since 2022 and is the Board-designated Audit Committee Financial Expert. He is Chair of the Audit Committee and a member of the Cybersecurity Committee. Mohr previously served as EVP, Global Business Services (2021–2024) and EVP & CFO (2006–2021) at Intuitive Surgical; earlier roles include CFO of Adaptec and Managing Partner of PwC’s West Region Technology Industry Group. He holds a BBA in Accounting and Finance from Western Michigan University .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Intuitive Surgical, Inc. | EVP, Global Business Services | 2021–2024 | Senior operating leader post-CFO tenure |
| Intuitive Surgical, Inc. | EVP & Chief Financial Officer | 2006–2021 | Led finance; deep public company operating/finance experience |
| Adaptec, Inc. | VP & Chief Financial Officer | 2003–2006 | Public company finance leadership |
| PricewaterhouseCoopers LLP | Managing Partner, West Region Technology Industry Group | 1981–2003 | Led technology industry group; audit/accounting expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pacific Biosciences of California, Inc. | Director (Public) | 2012–present | Life sciences tools; public company board experience |
| SRI International | Director | 2025–present | Research institute; governance experience |
| Atheros Communications, Inc. | Director (Public) | 2003–2011 | Acquired by Qualcomm in 2011 |
| Plantronics, Inc. (now part of HP) | Director | 2005–2022 | Acquired by HP Inc. in 2022 |
Board Governance
- Independence: Identified by the Board as independent under NYSE rules; 8 of 9 continuing directors are independent .
- Committees: Audit Committee Chair; Cybersecurity Committee member. Transaction Committee existed in 2024 (Mohr a member) and was disbanded March 2025 .
- Financial expert designation: The Board determined Mohr qualifies as an Audit Committee financial expert and meets NYSE financial sophistication requirements .
- Attendance: Board met 4 times in fiscal 2025; committees met Audit (8), Compensation (6), Governance (4), Cybersecurity (4). No director attended fewer than 75% of aggregate Board and committee meetings of which they were a member .
- Oversight scope: As Audit Chair, Mohr oversees financial reporting, internal controls, ERM/compliance, ESG disclosures, IT systems suitability, auditor oversight, and related-party transaction approvals; he co-signed the Audit Committee Report .
- Overboarding: Company policy limits board seats; as of the proxy, none of the directors exceed the policy, indicating Mohr’s commitments are within limits .
Fixed Compensation
| Component (Director) | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Cash retainer | $50,000 | $50,000 | Flat annual retainer |
| Annual RSUs (base) | $225,000 value | $225,000 value | Granted at annual meeting; quarterly vest over 1 year |
| Audit Chair RSUs | $40,000 value | $40,000 value | Committee chair incremental RSUs |
| Cybersecurity member RSUs | $10,000 value | $10,000 value | Committee member incremental RSUs |
| Total Stock Awards (reported) | $275,037 | $275,081 | ASC 718 grant date fair value |
| Total Compensation | $325,037 | $325,081 | Cash + stock awards |
Director Compensation Plan: Non-employee directors receive a $50,000 cash retainer and annual RSUs valued at $225,000; incremental RSUs for committee roles (Audit Chair $40k; Audit member $20k; Comp member $10k/Chair $20k; Cyber member $10k/Chair $20k; Governance member $10k/Chair $20k). RSUs vest quarterly over one year .
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director equity grants | Time-based RSUs; quarterly vesting across one year | None disclosed; no performance-vested director awards |
Other Directorships & Interlocks
- Current public company board: Pacific Biosciences (2012–present) .
- Other roles: SRI International (2025–present); prior boards include Atheros (acquired by Qualcomm) and Plantronics (acquired by HP) .
- Interlocks/related parties: No compensation committee interlocks disclosed involving Veeva’s executives; Compensation Committee interlocks section notes none for fiscal 2025 . No related party transactions involving Mohr disclosed; the only related-person disclosure concerns employment of a relative of another director .
Expertise & Qualifications
- Financial leadership: Former public company CFO (Intuitive Surgical; Adaptec) and PwC technology audit leader; designated Audit Committee financial expert .
- Industry exposure: Healthcare, technology, and financial services leadership experience .
- Public company governance: Decade-plus public board experience (e.g., PacBio) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 4,436 shares of Veeva common stock; <1% of outstanding |
| Unvested/outstanding RSUs (as of 1/31/2025) | 769 RSUs issuable upon vesting |
| Ownership guidelines | Directors must hold stock equal to 3x annual cash retainer; all directors in compliance as of 3/31/2025 |
| Hedging/pledging | Prohibited for directors under Insider Trading Policy |
| Pledging status | No pledging disclosed in the proxy |
Governance Assessment
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Strengths
- Deep finance and audit credentials (SEC “financial expert”) in a sector-relevant operator (Intuitive Surgical), enhancing audit quality, ERM, and ESG disclosure oversight .
- Significant board workload as Audit Chair and Cybersecurity member aligns with Veeva’s risk profile (software, data, privacy/cyber), supporting investor confidence in controls and resilience .
- Strong alignment: Director equity paid in RSUs vesting over time; stock ownership guidelines met; hedging/pledging prohibited .
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Potential Watch Items
- Multiple commitments (Veeva + PacBio + SRI), though within Veeva’s overboarding policy and far below thresholds flagged for overcommitment; company states no director exceeds policy limits .
- Beneficial ownership is modest (<1%); mitigated by guideline compliance and ongoing RSU grants .
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Conflicts/Related Parties
- No related-party transactions involving Mohr disclosed; Audit Committee (which he chairs) must pre-approve significant related-party transactions, providing an additional safeguard .
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Engagement/Attendance
- Board and committees met regularly in FY2025, and no director fell below 75% attendance; Mohr signed the Audit Committee Report as Chair, indicating active engagement .