Priscilla Hung
VEEVA SYSTEMSAbout Priscilla Hung
Priscilla Hung, age 58, has served as an independent director of Veeva Systems since 2022 and is a member of the Audit Committee. She brings senior operating experience in enterprise software (Guidewire, Ariba, Sun, Oracle), public company board expertise, and governance/cybersecurity skills, with an M.Eng. in Operations Research and IE (Cornell) and a B.A. in Computer Science (Mills College) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Guidewire Software, Inc. | Senior Advisor | Jan 2024–present | Senior software executive perspective |
| Guidewire Software, Inc. | President & COO | 2017–2023 | Scaled cloud ops; business development |
| Guidewire Software, Inc. | CAO / SVP Corporate Development | 2014–2017 | Corporate development leadership |
| Ariba Technologies Inc. | Director roles incl. Ops & Global Alliances | 2000–2005 | Alliance management in software |
| Sun Microsystems, Inc. | Global OEM Channel Manager | 1996–2000 | Channel leadership |
| Oracle Corporation | Channel Manager (Minicomputer Products) | 1989–1996 | Go-to-market execution |
External Roles
| Company | Board/Role | Tenure | Notes |
|---|---|---|---|
| Xerox Holdings Corporation | Director | 2024–present (Public) | Current public company board |
| Waystar Holding Corp. | Director | 2024–present (Public) | Current public company board |
| Ethos Technologies Inc. | Director | 2020–present | Private company |
| Vonage Holdings Corp. | Director | 2019–2022 (Public) | Acquired by Ericsson in 2022 |
Board Governance
- Committee assignments: Audit Committee member; Audit is fully independent; Audit oversight includes financial reporting, internal controls, ERM/compliance, ESG disclosure controls, and IT systems performance reviews .
- Independence: Determined independent under NYSE standards; all standing committees limited to independent directors .
- Attendance: Board met 4 times in fiscal 2025; Audit met 8 times; no director attended fewer than 75% of Board and applicable committee meetings .
- Board leadership: Independent Chair (Gordon Ritter); regular executive sessions of independent directors .
- Skills: Governance, risk, and compliance; cybersecurity; public board experience; business executive expertise, per Board skills matrix .
| Committee | Role | Meetings FY2025 |
|---|---|---|
| Audit | Member | 8 |
Fixed Compensation
| Component | FY2025 Amount | Structure/Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly |
| Annual director RSUs | $225,000 grant-date value | Granted at annual meeting; vests quarterly over one year |
| Audit Committee member RSUs | $20,000 grant-date value | Additional RSUs for committee service |
| Total FY2025 stock awards reported | $245,053 (grant-date fair value) | Reflects base + committee RSUs |
| Total FY2025 compensation | $295,053 | Cash + stock awards |
Stock ownership guidelines for directors: 3x annual cash retainer; all directors compliant as of March 31, 2025 .
Performance Compensation
- Veeva does not use performance-based cash bonuses or option grants for non-employee directors; equity is time-based RSUs with quarterly vesting over one year and incremental RSUs for committee service. No director meeting fees are paid, and no performance metrics (e.g., revenue/TSR targets) are tied to director pay .
Other Directorships & Interlocks
- Current public boards: Xerox Holdings Corp. and Waystar Holding Corp. .
- Compensation Committee interlocks: None; Veeva’s Compensation Committee members were Carges and Ritter in FY2025, and the company disclosed no interlocks with Veeva executives .
- Overboarding policy compliance: Veeva limits directors to ≤4 public boards (≤3 for public-company executive officers); Hung’s current commitments are within policy .
Expertise & Qualifications
- Governance, risk, and compliance oversight; cybersecurity expertise; public company board experience; senior business executive experience, per Board skills matrix .
- Education: M.Eng., Operations Research & IE (Cornell); B.A., Computer Science (Mills College) .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (shares) | 3,966 |
| Ownership as % outstanding | <1% (per proxy table) |
| Unvested RSUs outstanding (as of Jan 31, 2025) | 685 |
| Hedging/Pledging | Prohibited by Insider Trading Policy |
| Director ownership guidelines | 3x cash retainer; in compliance |
Governance Assessment
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Strengths
- Independent director on Audit Committee with governance, risk, and cybersecurity expertise—aligned with Veeva’s committee mandates and oversight scope .
- Attendance above required threshold; Board/committees fully independent; independent Chair with regular executive sessions—supports robust oversight .
- Compensation mix balanced: modest cash retainer plus time-based RSUs (including committee service RSUs), with director ownership guidelines and anti-hedging/pledging—supports alignment without undue risk .
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Potential Risks/RED FLAGS
- Multi-board commitments (Veeva + two current public boards) increase time demands—currently within Veeva’s overboarding policy but warrants monitoring for workload and attendance continuity .
- No performance-based components in director pay (typical for governance best practice, but less explicit pay-for-performance linkage at the board level) .
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Conflicts/Related-Party Exposure
- Proxy’s related party section discloses employment of Matthew Wallach’s brother; no related-party transactions involving Hung are disclosed .