Mary Lynne Hedley
VEEVA SYSTEMSAbout Mary Lynne Hedley
Independent director at Veeva Systems since 2019; age 62 (2025). PhD in Immunology (UT Southwestern), BS in Microbiology (Purdue), with two postdoctoral fellowships at Harvard. Career spans founding and leading multiple life sciences companies and senior executive roles across oncology-focused biopharma; she currently serves as Venture Partner at Third Rock Ventures and Senior Scientific Fellow at the Broad Institute. She chairs Veeva’s Nominating and Governance Committee and is classified as independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TESARO, Inc. | Co‑founder, President & COO | 2010–2020 | Oncology company acquired by GSK in 2019 |
| Abraxis BioScience, Inc. | EVP, Operations & Chief Scientific Officer | 2009–2010 | Acquired by Celgene in 2010 |
| Eisai Corporation of North America | EVP | 2008–2009 | Global pharmaceutical operations |
| MGI PHARMA, Inc. | EVP & Chief Scientific Officer | 2004–2008 | Acquired by Eisai Co. Ltd. in 2008 |
| ZYCOS, Inc. | Co‑founder, President & CEO | 1996–2004 | Biotech acquired by MGI PHARMA in 2004 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eli Lilly and Company | Director (Public) | 2022–present | Current public company directorship |
| Centessa Pharmaceuticals plc | Director (Public) | 2021–present | Current public company directorship |
| Millendo Therapeutics, Inc. | Director (Public) | 2017–2021 | Prior public board |
| bluebird bio, Inc. | Director (Public) | 2017–2019 | Prior public board |
| Receptos, Inc. | Director (Public) | 2014–2015 | Acquired by Celgene in 2015 |
| Helsinn Healthcare SA | Board role | 2021–2023 | Private company board experience |
| Third Rock Ventures | Venture Partner | 2023–present | Healthcare venture firm |
| Broad Institute of MIT & Harvard | Senior Scientific Fellow & Strategic Advisor | 2021–present | Biomedical research organization |
Board Governance
- Committee assignments: Chair, Nominating & Governance; not shown as a member of Audit, Compensation, Cybersecurity, or Transaction committees in FY2024 committee matrix . Independence: Board determined all directors except Messrs. Cabral and Gassner are independent; Hedley is independent .
- Board leadership: Separate Chair and CEO; Chair (Gordon Ritter) presides over regular executive sessions of independent directors .
- Attendance: Board met 4 times in FY2024; no director attended fewer than 75% of Board and applicable committee meetings; FY2024 committee meetings—Audit (8), Compensation (4), Governance (4), Cybersecurity (5), Transaction (0) .
- Tenure/age benchmarks: Years on Board listed as 4 in 2024; age 61 in 2024; age 62 in 2025; director since 2019 .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Annual cash retainer ($) | 50,000 | 50,000 |
| Standard annual RSU grant value ($) | 225,000 (policy) | 225,000 (policy) |
| Committee RSU—Nominating & Governance Chair ($) | 20,000 (policy) | 20,000 (policy) |
| Total stock awards reported ($) | 245,040 | 245,053 |
Notes
- Non‑employee director compensation structure: $50,000 cash retainer; RSUs valued at $225,000 granted on the annual meeting date, vesting quarterly over one year; additional RSUs for committee roles (Governance Chair +$20,000) .
Performance Compensation
- Directors do not have performance‑conditioned equity; RSUs are time‑based and vest quarterly over one year .
- Outstanding RSUs as of fiscal year end:
| RSUs Outstanding | FY2024 (as of Jan 31, 2024) | FY2025 (as of Jan 31, 2025) |
|---|---|---|
| Shares issuable upon vesting (count) | 604 | 685 |
Other Directorships & Interlocks
- Compensation Committee interlocks: None. In FY2024, Compensation Committee consisted of Messrs. Carges and Ritter; no executive officers of Veeva served on another entity’s board or compensation committee with reciprocal relationships; Hedley is not listed as a member of the Compensation Committee .
- Potential interlocks/conflicts: Veeva serves life sciences customers broadly; no related‑party transactions disclosed involving Hedley .
Expertise & Qualifications
- Scientific and operational leadership across drug discovery, clinical development, regulatory, medical affairs, quality, manufacturing, supply, and commercial operations; founder of multiple life sciences companies .
- Education: BS Microbiology (Purdue), PhD Immunology (UT Southwestern), two postdoctoral fellowships at Harvard .
- Board skills matrix indicates governance, risk, and compliance expertise; public company board experience; life sciences operational expertise .
Equity Ownership
| Metric | Mar 29, 2024 | Mar 31, 2025 |
|---|---|---|
| Beneficially owned shares (count) | 4,430 | 5,760 |
| % of shares outstanding | <1% | <1% |
| Ownership guidelines compliance | Directors must own ≥3x annual cash retainer; all in compliance as of Mar 29, 2024 | Policy continued; compliance not restated in 2025 proxy |
| Anti‑hedging/pledging policy | Policy prohibits hedging/pledging under insider trading policy | Policy in effect |
Governance Assessment
- Strengths: Independent director with deep life sciences operating experience; chairs Governance committee; strong independence posture and regular executive sessions; clear anti‑hedging/pledging and stock ownership guidelines; time‑based equity that aligns with shareholder interests without performance target gaming .
- Alignment: Holds Veeva shares and RSUs; complies with director ownership guidelines (≥3x cash retainer) as of FY2024; no pledging disclosed .
- Engagement: No director fell below 75% attendance in FY2024; committee workload transparent; Governance committee met 4 times, indicative of active oversight .
- Potential risks/RED FLAGS: None disclosed regarding related‑party transactions, hedging/pledging, or compensation anomalies; multiple external commitments (Eli Lilly, Centessa, Third Rock, Broad) appear within Veeva’s overboarding policy framework (differentiated limits for executives; policy updated in 2023) .