Matthew Wallach
VEEVA SYSTEMSAbout Matthew J. Wallach
Independent director of Veeva Systems (VEEV) since 2020; age 52. Co‑founder and former President of Veeva (2007–2019), with prior leadership roles at Health Market Science (CMO), IntelliChem (VP Marketing & Product), and Siebel Systems (GM, Pharma & Biotech). The Board has affirmatively determined he is independent under NYSE rules despite his co‑founder status, citing no employment since 2019, no close ties to current management, and a robust annual independence review process .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Veeva Systems Inc. | Co‑founder and President | 2007–2019 | Deep knowledge of Veeva’s customers and markets; contributes to strategy, risk, and governance . |
| Health Market Science, Inc. | Chief Marketing Officer | 2005–2007 | Healthcare data solutions domain experience . |
| IntelliChem, Inc. | VP, Marketing & Product Management | 2004 | Scientific content management exposure . |
| Siebel Systems, Inc. | GM, Pharmaceuticals & Biotechnology | 1998–2003 | Life sciences CRM leadership . |
External Roles
| Organization | Role | Tenure | Public/Private | Committees/Notes |
|---|---|---|---|---|
| HealthVerity, Inc. | Director | 2016–present | Not labeled “Public” in proxy (implies private) | Not disclosed . |
Board Governance
- Current committee assignment: Nominating & Governance Committee (member; not chair). N&G oversees director nominations, corporate governance guidelines, Board evaluations and composition, conflict-of-interest matters, and PBC objectives/disclosures .
- Attendance and engagement: Board met 4 times in FY2025; N&G met 4 times. No director attended fewer than 75% of applicable Board/committee meetings; six directors attended the 2024 annual meeting (individual annual-meeting attendance not specified) .
- Independence: Board determined Wallach is independent under NYSE standards despite co‑founder label; not employed since June 2019; no close social/financial ties with current management; conduct supports independent judgment .
- Board leadership: Independent Chair (Gordon Ritter); regular executive sessions of independent directors .
Fixed Compensation (Non‑Employee Director)
| Component | FY2025 Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly . |
| Annual equity retainer (RSUs) | $225,000 grant-date value | Vests quarterly over one year . |
| Committee membership equity (N&G) | $10,000 RSUs | Members receive RSUs valued at $10,000; chairs $20,000 . |
| Chair/Lead independent director add-on | N/A for Wallach | Chair receives additional $40,000 RSUs . |
| Reimbursements/perks | Filing fees, reasonable meeting expenses | No other fees disclosed . |
Director-specific FY2025 compensation:
- Fees earned: $50,000; Stock awards (aggregate grant-date fair value): $235,043; Total: $285,043 .
Performance Compensation
- Non-employee director equity uses time-based RSU vesting (no performance metrics). Annual director grants vest quarterly over one year; committee RSU add-ons also time-based .
- Veeva has a clawback policy for executive incentive-based pay (mandatory recovery upon accounting restatement), but this applies to executive officers; directors’ RSUs are time-based and not subject to separate performance metrics .
Other Directorships & Interlocks
- Public company directorships: None disclosed beyond Veeva.
- Compensation Committee interlocks: FY2025 Compensation Committee members were Mark Carges and Gordon Ritter; no interlocks disclosed involving Wallach .
Expertise & Qualifications
- Qualifications: Deep Veeva and life sciences technology domain knowledge; executive leadership; customer/market relationships supporting strategy, risk, and governance .
- Education: B.A., Economics, Yale University; M.B.A., Harvard Business School .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 355,593 shares (<1% of outstanding) . |
| Ownership breakdown | 105,591 shares directly; 100,000 shares (Matt Wallach 2012 Irrevocable Trust); 100,002 shares (Matt Wallach 2013 Irrevocable Trust); 50,000 shares (Matt Wallach 2012 Non‑Grantor Trust) . |
| Unvested RSUs outstanding (as of Jan 31, 2025) | 657 RSUs for Wallach (director cohort disclosure) . |
| Stock ownership guidelines | Directors must hold 3x annual cash retainer; all directors in compliance as of Mar 31, 2025 . |
| Hedging/pledging | Prohibited by Insider Trading Policy; pre‑clearance required for trades . |
Related-Party & Conflicts Review
- Related-party employment: Wallach’s brother (Theodore Wallach) is a Veeva principal product manager; FY2025 total comp ≈ $360,000 (including ≈$130,000 grant-date fair value of RSUs/options). Company states compensation comparable to similarly situated employees and subject to related-party review/approval processes .
- Independence concern signal: 66% support for Wallach’s 2024 re‑election vs. 99% in 2023; Board engaged shareholders and detailed independence rationale, emphasizing his lack of employment since 2019 and absence of close ties to management .
- Policy mitigants: Related-party transactions require Audit Committee review/approval; material items require Board approval; anti‑hedging/pledging in place .
Director Compensation Structure Analysis
- Mix and design: Equity-heavy with time‑based RSUs; no meeting fees; committee service compensated via additional RSUs. The approach fosters alignment but lacks performance conditions for directors (typical for U.S. boards) .
- Ownership alignment: Mandatory ownership guideline (3x cash retainer) with full compliance; anti‑hedging/pledging strengthens alignment .
- Year-over-year context: FY2025 director equity values reflect policy schedule ($225k base RSUs + committee add‑ons), indicating stable structure rather than increased guaranteed cash .
Governance Assessment
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Strengths:
- Formal independence determination with clear rationale despite co‑founder status .
- Active role on Nominating & Governance, which also oversees PBC objectives; supports governance breadth beyond standard nominating functions .
- Strong alignment policies (ownership guidelines; anti‑hedging/pledging); no director fell below 75% attendance; independent Chair and regular executive sessions .
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Watch items/RED FLAGS to monitor:
- Related-party employment (brother) — disclosed and reviewed; modest in scale but remains a potential perceived conflict; monitor ongoing approvals and any compensation changes .
- Shareholder support dipped to 66% in 2024 due to independence perceptions; Board’s outreach mitigates risk, but continued engagement and transparent independence assessments remain important .
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Net view for investors: Wallach brings valuable customer and domain insight as a Veeva co‑founder while serving as an independent director under NYSE rules. Compensation and ownership structures support alignment; governance processes and policies mitigate key risks, though the family employment relationship and prior vote signal merit ongoing monitoring .