Peter Gassner

About Peter Gassner

Peter P. Gassner is Veeva’s co‑founder and CEO (director since 2007), age 60, with prior senior roles at Salesforce (SVP Technology), PeopleSoft (Chief Architect/GM), and IBM (Staff Developer). He holds a B.S. in Computer Science from Oregon State University and serves on Zoom’s board; he previously served on Guidewire’s board . Performance context: Veeva’s 5‑year TSR implied $100 invested grew to $159.10 vs $194.28 for the S&P 1500 Application Software peer index, and FY2025 net income was $714.1 million (values in thousands per SEC “pay versus performance”) .

Past Roles

External Roles

Fixed Compensation

• Base salary only; no annual cash bonus. Salary rose from $425,000 to $450,000 during FY2025, with a committee‑approved increase to $475,000 effective April 1, 2025 .

Performance Compensation

Veeva compensates the CEO primarily via long‑term, premium‑priced stock options with market‑based vesting conditions; no annual RSUs or cash incentives .

Equity Ownership & Alignment

• Total beneficial ownership: 15,107,968 shares (9.1% of outstanding), including 12,187,333 shares held, 2,838,635 options exercisable within 60 days, and 82,000 shares held by family members (as of March 31, 2025) .
• Ownership guidelines: CEO required to hold ≥3× salary; all executive officers in compliance as of March 31, 2025 .
• Hedging/pledging prohibited; 10b5‑1 plans permitted subject to cooling‑off and blackout rules .

Insider selling pressure indicators:

• FY2024: 1,404,458 shares acquired on option exercise with $245.36 million value realized; FY2025: no CEO exercises reported .
• 2024 CEO options include a 2‑year post‑exercise holding period, which reduces near‑term sale pressure even if vesting/performance conditions are met .

Employment Terms

• No severance, no change‑in‑control benefits; CEO options lack acceleration provisions (including on involuntary termination or change‑in‑control) .
• Clawback: adopted Sept 2023 under SEC/NYSE rules for accounting restatements; applies to current/former executive officers .
• Insider Trading Policy: prohibits hedging, pledging, and margin accounts; structured blackout and 10b5‑1 plan guidelines .
• Corporate philosophy: executives (incl. CEO) have modest, uniform base salaries; equity‑driven incentives; no non‑compete agreements across employees, with public advocacy against non‑competes .

Board Governance

• Board leadership: roles separated; independent Chair (Gordon Ritter), CEO is not independent .
• Committee memberships: CEO is not a member of standing committees; transaction committee formed in 2024 (CEO served) and disbanded in March 2025 .
• Independence/structure: 8 of 9 continuing directors independent; all standing committees fully independent; regular executive sessions .
• Attendance: Board met 4 times in FY2025; no director <75% attendance .

Brief director compensation note (for dual‑role context):

• CEO receives no additional compensation for board service; non‑employee directors receive a $50,000 cash retainer plus RSUs (board/committee roles) .

Compensation & Incentive Program Details (CEO and NEO context)

Pay‑for‑Performance and Shareholder Context

• Veeva discloses “pay versus performance” with stock price as the sole financial performance measure linked to compensation actually paid under SEC rules; CEO CAP in FY2025 reflects year‑end fair value of 2024 CEO options and is not actual realized pay .
• FY2025 CEO pay ratio: ~1,250.8:1 due to grant‑date accounting for 2024 CEO options; alternative annualized view ~253:1 if grant value is spread over 5 years (explanatory disclosure) .

Compensation Peer Group (Benchmarking)

• FY2025 peer group updated to include HubSpot and MongoDB; peer revenue $653mm–$6.5bn or market‑cap $8bn–$129bn; committee uses data as reference, not to target percentiles .
• Prior year added Snowflake; similarly used for benchmarking .

Equity Ownership Guidelines & Pledging

• Director guideline: ≥3× board retainer; all directors in compliance as of March 31, 2025 .
• Prohibitions: hedging, pledging, margin accounts by directors/executives .

Related Party & Risk Indicators

• No CEO‑specific related party transactions disclosed; standard indemnification in place .
• No tax gross‑ups; no parachute gross‑ups; no repricing; no severance/change‑in‑control entitlements for CEO .
• Insider trading safeguards: blackout windows, 10b5‑1 cooling‑off; policy compliance required .

Board Service History, Committees, and Dual‑Role Implications

• Board service: Director since 2007; non‑independent due to CEO role .
• Committees: None currently; served on Transaction Committee in 2024 (committee later disbanded) .
• Dual‑role implications: Separation of Chair and CEO mitigates concentration of power; all committees are independent, and executive sessions are held, addressing independence concerns with CEO as a director .

Investment Implications

• Alignment: 9.1% ownership and premium‑priced options with sustained price hurdles and 2‑year post‑exercise hold align CEO outcomes with long‑term TSR and reduce near‑term selling pressure .
• Retention: Five‑year option cadence (next vesting tranches through 2030) plus service‑based vesting supports continuity of leadership through strategic goals (e.g., 2030 revenue run‑rate) .
• Governance: Separation of Chair/CEO and independent committees reduce dual‑role risk; anti‑hedging/pledging and clawback policies strengthen alignment and risk controls .
• Optics: The FY2025 CEO pay ratio spike is an accounting artifact of the option grant; nonetheless, headline pay optics could draw scrutiny even as realized pay depends on creating shareholder value above a high strike price .