DEF 14A 1 nc10024207x1_def14a.htm DEF 14A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.  )
Filed by the Registrant ☒
Filed by a party other than the Registrant
Check the appropriate box :

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under Rule 14a-12
VEEVA SYSTEMS INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
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NOTICE OF 2021 ANNUAL MEETING OF SHAREHOLDERS
WHAT: 2021 Annual Meeting of Shareholders. We are furnishing this Proxy Statement in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Veeva Systems Inc., a public benefit corporation under the laws of the State of Delaware, for use at the 2021 Annual Meeting of Shareholders (the “Annual Meeting”) described here. This chart shows the items up for a vote at the Annual Meeting, how votes will be counted, and how management recommends you vote on each item.
Proposal
More
Information
Board
Recommendation
Broker Non-
Votes
Abstentions
Votes Required
for Approval
One
To elect the directors listed in Proposal One to serve as directors until the annual meeting to be held in 2022 or until their successors are duly elected and qualified.
Page 1
FOR
Will have no effect on the outcome
Will have no effect on the outcome
Majority of the votes duly cast; votes “for” exceed votes “against”
Two
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022.
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FOR
Will have no effect on the outcome
Will have no effect on the outcome
Majority of the votes duly cast
Three
To hold an advisory (non-binding) vote to approve named executive officer compensation.
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FOR
Will have no effect on the outcome
Will have no effect on the outcome
Majority of the votes duly cast
Four
To hold an advisory (non-binding) vote on the frequency of future shareholder advisory votes to approve named executive officer compensation.
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THREE YEARS
Will have no effect on the outcome
Will have no effect on the outcome
Plurality of the voting power of votes cast
Five
To amend and restate our Restated Certificate of Incorporation to permit shareholders to call special meetings as specified in our amended and restated Bylaws, which would allow shareholders holding 25% or more of the voting power of our capital stock for at least one year to call special meetings.
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FOR
Will count AGAINST
Will count AGAINST
Affirmative vote of (i) 66 2/3% of the voting power of our capital stock and (ii) majority of the Class B Common Stock, voting as a separate class
Six
To consider and vote upon a shareholder proposal, if properly presented, to enable shareholders holding 15% or more of our common stock to call special meetings.
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AGAINST
Will have no effect on the outcome
Will have no effect on the outcome
Majority of the votes duly cast
WHEN: Wednesday, June 23, 2021, 9:00 a.m. Pacific Time
WHERE: The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/VEEV2021, where you will be able to listen to the meeting live, submit questions, and vote online.
WHO CAN VOTE: You can vote if you were a shareholder of record as of the close of business on April 30, 2021 (the “Record Date”).
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HOW CAN I VOTE:
Shareholders of record can vote in any of these ways:
Internet: www.proxyvote.com until 11:59 p.m. Eastern Time on Tuesday, June 22, 2021;
Telephone: 1-800-690-6903 until 11:59 p.m. Eastern Time on Tuesday, June 22, 2021;
Mail: Sign, date, and mail your proxy card (if you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you instruct); or
Directly at the virtual Annual Meeting: Visit www.virtualshareholdermeeting.com/VEEV2021 and enter your 16-digit control number.
Beneficial Owners of Shares Held in Street Name
Please refer to the voting instructions provided to you by your broker, trustee, or other nominee that holds your shares.
ADDITIONAL VOTING-RELATED INFORMATION:
Adjournments and Postponements
Any action on the items of business described above may be considered at the virtual Annual Meeting or at any time and date to which the Annual Meeting may be properly adjourned or postponed.
Voting
Your vote is very important. We encourage you to read the Proxy Statement and vote your shares over the Internet, by telephone, or by mail. Voting your shares in advance will not prevent you from participating in the Annual Meeting virtually, revoking your earlier submitted proxy, or voting your shares during the virtual Annual Meeting. For specific instructions on how to vote your shares, please see “Frequently Asked Questions and Answers” in the Proxy Statement.
On or about May 10, 2021, a Notice of Internet Availability of Proxy Materials (the “Notice”) has been mailed to shareholders of record as of the Record Date. The Notice contains instructions on how to access our Proxy Statement and our fiscal 2021 Annual Report (together, the proxy materials). The Notice also provides instructions on how to vote and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following Internet address: www.proxyvote.com.
As used in this Proxy Statement, the terms “Veeva,” “the Company,” “we,” “us,” and “our” mean Veeva Systems Inc. and its subsidiaries unless the context indicates otherwise.
By Order of the Board of Directors,

Josh Faddis
SVP, General Counsel and Corporate Secretary
May 10, 2021
An Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 23, 2021: The Notice, Proxy Statement, and 2021 Annual Report is available to shareholders at www.proxyvote.com.
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PROPOSAL ONE: ELECTION OF DIRECTORS
We, the members of the Veeva Systems Inc. Board of Directors, open this Proxy Statement by asking for your voting support. We provide information in this section describing who we are; how we are selected, elected, and evaluated; how we are organized; how we govern and are governed; how we are paid; and how you can communicate with us.
Before we introduce ourselves, we want to highlight just a few of the unique leadership actions we took during the past year that we believe set us apart. Most recently, we asked your support to transition from a traditional Delaware corporation to a Public Benefit Corporation (“PBC”)—allowing us the legal flexibility to appropriately take into account and balance the interests of the stakeholders on whom our success depends, which we believe ultimately benefits shareholders. We were the first large public C corporation to propose this change, and we were pleased that 99% of voting shareholders voted in favor our PBC conversion.
At the same time as our PBC conversion but as a distinct proposal for shareholder vote, we proposed eliminating our classified Board structure. We also made the somewhat uncommon decision to declassify all at once—such that all directors would be immediately up for re-election at the 2021 annual meeting—rather than over a period of years. With our dual-class structure automatically sunsetting in 2023, our adoption of proxy access this year, and our proposal in this proxy statement to adopt a process for shareholders to call a special meeting, we believe we are well positioned as a governance leader across many fronts.
WHO WE ARE
Our Board may establish the authorized number of directors from time to time by resolution, and nine directors are currently authorized. A director serves in office until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation, or removal. Our restated certificate of incorporation (“Certificate”) and amended and restated bylaws (“Bylaws”) that are currently in effect authorize only our Board to fill vacancies on our Board until the next annual meeting of shareholders.
Upon the recommendation of the Nominating and Governance Committee, the Board has nominated eight individuals to be elected at the Annual Meeting, six of whom qualify as independent in accordance with the New York Stock Exchange (“NYSE”) listing standards. Timothy C. Barabe is not standing for re-election following the expiration of his current term at the Annual Meeting. All of the nominees are presently directors of Veeva and have consented to being named in this Proxy Statement and to serving as directors if elected. You cannot vote for a greater number of persons than the eight director candidates, and the authorized number of directors has been set at eight as of immediately prior to the Annual Meeting.
Our Board unanimously recommends a vote “FOR” each of its nominees for director.
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Who We Are
Board Nominees
Our Board reflects a diversity of experience and perspectives and has an appropriate balance of members who have supported Veeva from its beginning and who have joined more recently.
Average Director Age
Average Director Tenure
Board Diversity in Gender and/or Underrepresented Community
57.8 years
7.0 years
25%
Capability
Description
Director
Technical software expertise
Technical product expertise in the software and/or Saas industry, including expertise in product design/management, product development, technology infrastructure, and/or cybersecurity
​4
Life sciences R&D expertise
Experience leading the research and development function of a life sciences company; experience managing the clinical trial process
2
Veeva-specific operational expertise
Deep knowledge and operational experience with Veeva’s business; deep knowledge of Veeva’s customers
2
Business executive expertise
Experience as CEO or other senior executive in a non-financial role at another public company
4
Business development expertise
Experience founding or growing new businesses; experience in venture capital, capital markets, or acquisitions
8
Financial expertise
Deep experience with financial statements and accounting; Audit Committee financial expert
2
Public company board experience
Experience as a director of another public company
6
Governance, risk, and compliance expertise
Operational responsibility or board oversight of governance, risk, or compliance at another public company
6
We next describe individual biographical and qualification information about each nominee. There are no family relationships among any of our directors or executive officers.
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Who We Are
Mark Carges
Age: 59

Director since 2017

Independent Director

Committees
 Audit
 Compensation
Qualifications
 Enterprise and internet software expertise
 Senior technology leadership
 Information and cybersecurity experience

Career Experience
 2017–present: Senior Advisor, Generation Investment Management,
an investment management firm focused on sustainable companies
 2008–2014: Various executive roles, including most recently Chief
Technology Officer, at eBay Inc., an e-commerce company
 1996–2008: Various senior technology leadership roles, including
most recently EVP, Products and General Manager of the Business
Interaction Division, at BEA Systems, Inc., a provider of enterprise
application infrastructure software, acquired by Oracle Corporation

Selected Board Experience
 Splunk Inc. (2014–present) (Public)
 Magnet Systems, Inc. (2012–present)
 Phase One A/S (2019–present)
 SteelSeries, Inc. (2020–present)

Education
Bachelor of Arts, Computer Science, University of California at Berkeley
 Master of Science, New York University
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Who We Are
Paul E. Chamberlain
Age: 57

Director since 2015

Independent Director

Financial Expert

Committees
 Audit
Qualifications
 Experience working with technology and high growth companies
 Leadership experience
 Financial expertise

Career Experience
 2015–present: President, PEC Ventures, a strategic and financial advisory firm
 2018–present: Visiting Professor, Princeton University and Adjunct Lecturer, Santa Clara University
 1990–2015: Various roles, including most recently Managing Director and Co-Head of Global Technology Banking, Morgan Stanley, an investment bank

Selected Board Experience
 ServiceNow, Inc. (2016–present) (Public)
 TriNet Group, Inc. (2015–present) (Public)
 JobTrain, a non-profit vocational and life skills training organization in Menlo Park, California (2003–2014); Chair of its Strategic Advisory Committee (2015–present)

Education
 Bachelor of Arts, History, magna cum laude, Princeton University
 Master of Business Administration, Harvard Business School
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Who We Are
Ronald E.F. Codd
Age: 65

Director since 2012

Independent Director

Financial Expert

Committees
 Audit (Chair)
 Compensation
Qualifications
 Leadership experience within the software industry
 Financial expertise

Career Experience
 2002–present: Independent business consultant
 1999–2002: President and CEO, Momentum Business Applications,
Inc., an enterprise software company
 1991–1998: Senior Vice President of Finance and Administration and
CFO, PeopleSoft, Inc., a provider of enterprise application software

Selected Board Experience
 FireEye, Inc. (2012–present) (Public)
 ServiceNow, Inc. (2012–2019) (Public)
Rocket Fuel Inc. (2012–2017) (Public), acquired by Sizmek Inc. in 2017
 DemandTec, Inc. (2007–2012), acquired by IBM in 2012

Education
 Bachelor of Science, Accounting, University of California, Berkeley
 Master of Management, Finance and Management Information Systems,
Kellogg Graduate School of Management, Northwestern University
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Who We Are
Peter P. Gassner
Age: 56

Director since 2007

Committees
 None
Qualifications
 Deep knowledge of Veeva as co-founder and CEO
 Software and platform technologist
 Expertise within the software industry

Career Experience
 2007–present: Co-founder and CEO, Veeva Systems Inc.
 2003–2005: Senior Vice President of Technology, salesforce.com, inc., a provider of enterprise cloud computing solutions
 1995–2003: Chief Architect and General Manager, PeopleSoft, a provider of enterprise application software
 1989–1994: Staff Developer, International Business Machines Corporation, a multinational technology company and computer manufacturer

Selected Board Experience
 Zoom Video Communications, Inc. (2015–present) (Public)
 Guidewire Software, Inc. (2015–2019) (Public)

Education
 Bachelor of Science, Computer Science, Oregon State University
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Who We Are
Mary Lynne Hedley
Age: 58

Director since 2019

Independent Director

Committees
 Nominating and
  Governance (Chair)
Qualifications
 Founder of multiple life sciences companies
 Scientist and Executive with extensive experience in the discovery and development of new medicines, including the clinical trial process

Career Experience
 2021–present: Senior fellow and strategic advisor, The Broad Institute of Harvard and MIT, a biomedical research organization
 2010–2020: Co-founder, President, and Chief Operating Officer of TESARO, Inc., an oncology-focused pharmaceutical company, acquired by GlaxoSmithKline plc in 2019
 2009–2010: EVP of Operations and Chief Scientific Officer, Abraxis BioScience, Inc., a biotechnology company, acquired by Celgene Corporation in 2010
 2008–2009: EVP, Eisai Corporation of North America, a global pharmaceutical company
 2004–2008: EVP and Chief Scientific Officer, MGI PHARMA, Inc., an oncology focused biopharmaceutical company, acquired by Eisai Co. Ltd. in 2008
 1996–2004: Co-founder, President and CEO of ZYCOS, Inc., a biotechnology company, which was acquired by MGI PHARMA, Inc. in 2004

Selected Board Experience
 Helsinn Healthcare SA (2021–present)
 Centessa Pharmaceuticals Limited (2021–present)
 Millendo Therapeutics, Inc. (2017–2021) (Public)
 TESARO (2010–2019) (Public)
 bluebird bio, Inc. (2017–2019) (Public)
 Receptos, Inc. (2014–2015), acquired by Celgene Corp. in 2015

Education
 Bachelor of Science, Microbiology, Purdue University
 Doctor of Philosophy, Immunology, University of Texas, Southwestern Medical Center
 Two postdoctoral fellowships, Harvard University
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Who We Are
Gordon Ritter
Age: 56

Director since 2008

Chairman of the Board

Independent Director

Committees
 Compensation (Chair)
Qualifications
 Business experience in the software and web services industries
 Expertise in venture capital, including as an investor and director for numerous private companies
 Deep knowledge of Veeva as an early investor

Career Experience
 2002–present: General Partner, Emergence Capital Partners, a venture capital firm founded by Mr. Ritter
 2000–2001: Co-founder and CEO, Software As Service, Inc., a web services platform company
 1999–2000: Vice President, Global Small Business division, IBM
 1995–1999: Co-founder and President, Whistle Communications, Inc., an internet appliance and services platform, which was acquired by IBM
 1990–1995: Co-founder and President, Tribe, Inc., a networking infrastructure company
 1986–1990: Vice President of Capital Markets, Credit Suisse First Boston Inc., an investment bank

Selected Board Experience
 Serves on the boards of directors of numerous private technology companies

Education
 Bachelor of Arts, Economics, Princeton University
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Who We Are
Paul Sekhri
Age: 63

Director since 2014

Independent Director

Committees
 Nominating and
  Governance
Qualifications
 Executive, board member, and investor experience in the life sciences industry
 Leadership experience and technical knowledge of life science companies

Career Experience
 2019–present: President and CEO, eGenesis, Inc., a biotechnology company focused on transplantation
 2015–2019: President and CEO, Lycera Corp., a biopharmaceutical company focused on autoimmune diseases
 2016–2017: Operating Partner, Highline Therapeutics, a biotech incubator launched by Versant Ventures
 2014–2015: SVP, Integrated Care at Sanofi S.A., a multinational pharmaceutical company
 2013–2014: Group EVP, Global Business Development and Chief Strategy Officer, Teva Pharmaceutical Industries, Ltd., a global pharmaceuticals company
 2009–2013: Operating Partner and Head, Biotech Ops Group at TPG Biotech, part of the global private investment firm TPG Capital
 2004–2009: President and CEO, Cerimon Pharmaceuticals, Inc., a pharmaceutical company

Selected Board Experience
 BiomX, Inc. (2020–present) (Public)
 Ipsen S.A. (2018–present) (Public)
 Compugen Ltd. (2017–present) (Public)
 Alpine Immune Sciences, Inc. (2017–2020) (Public)
 Pharming Group N.V. (2015–present) (Public)

Education
 Bachelor of Science, Zoology, University of Maryland
 Post-graduate studies, clinical anatomy and neuroscience, University of Maryland, School of Medicine
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Who We Are
Matthew J. Wallach
Age: 48

Director since 2020

Committees
 None
Qualifications
 Deep knowledge of Veeva as co-founder and former president
 Experience as an executive and business leader in the life sciences technology industry

Career Experience
 2007–2019: Co-founder and President, Veeva Systems Inc.
 2005–2007: Chief Marketing Officer, Health Market Science, Inc., a supplier of healthcare data solutions
 2004: Vice President of Marketing and Product Management, IntelliChem, Inc., a provider of scientific content management solutions
 1998–2003: General Manager, Pharmaceuticals & Biotechnology division, Siebel Systems, Inc., a customer relationship management software company

Selected Board Experience
 HealthVerity, Inc. (2016–present)

Education
 Bachelor of Arts, Economics, Yale University
 Master of Business Administration, Harvard Business School
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How We Are Selected, Elected, and Evaluated
Considerations in Evaluating Director Nominees and Board Diversity
Our Nominating and Governance Committee reviews on at least an annual basis, the composition of the Board, including character, judgment, diversity, independence, expertise, corporate experience, length of service, other commitments, and the like. Our Nominating and Governance Committee considers all aspects of each candidate’s qualifications and skills in the context of the needs of Veeva with a view toward creating a Board with a diversity of experience and perspectives, including diversity with respect to race, gender, geography, and areas of expertise. Accordingly, as set forth in our Corporate Governance Guidelines, when evaluating candidates for nomination as new directors, our Nominating and Governance Committee will consider a set of candidates that includes candidates of different genders.
Diversity is important to us, and we have always had diversity within our management team and across the company. We have had female representation on our Board for much of our history (i.e., from our inception in January 2007 until July 2014 and most recently from August 2019 to present). Our CEO and other Board members have targeted and interviewed several qualified female candidates while identifying and recruiting director candidates in keeping with our qualified diverse candidate pool policy.
Board and Committee Evaluations
Pursuant to its charter, the Nominating and Governance Committee oversees the self-evaluation of the Board, and since 2015, we have engaged a third party to conduct interviews with each director regarding, among other things, Board and Board committee membership, structure, performance, and areas for improvement. These meetings take place during the summer and are reported on during the first cycle of Board meetings in the fall. The purpose of the evaluation is to assess the Board as a whole, and we believe that this process allows Board members to:
Gain a better understanding of what it means to be an effective Board, including identifying strategies to enhance Board performance;
Evaluate overall Board composition;
Assess Board and committee roles and responsibilities;
Provide anonymous feedback on peers;
Clarify the expectations that directors have of themselves and of each other;
Foster effective communications among directors and between the Board and management;
Identify and discuss areas for potential improvement; and
Identify Board goals and objectives for the coming year.
Following the interviews, the results are discussed with the Nominating and Governance Committee, the Chairman of the Board, and, where relevant, with management, and presented to and discussed with the full Board during executive session. Where appropriate, further action is taken consistent with these Board discussions.
Director On-Boarding and Continuing Education
Upon joining our Board, directors are provided with an orientation about us, which includes introductions to members of our senior management and information about our operations, performance, strategic plans, and corporate governance practices.
Our Board believes that our shareholders are best served by a Board comprised of individuals who are up to date on corporate governance and other matters relevant to board service. To encourage those efforts,
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How We Are Selected, Elected, and Evaluated
our Board has adopted a Director Education Policy that encourages all directors to pursue ongoing education and development on topics that they deem relevant given their individual backgrounds and committee assignments on our Board. Our directors are encouraged and provided with opportunities to attend educational sessions on subjects that would assist them in discharging their duties. Pursuant to the Director Education Policy, we will reimburse directors up to $12,000 each fiscal year to pursue education and development. In addition and in order to facilitate ongoing education, our management provides to our directors on a periodic basis pertinent articles and information relating to our business, our competitors, and corporate governance and regulatory issues.
Shareholder Recommendations for Nominations to the Board; Proxy Access
Our Nominating and Governance Committee has adopted Policies and Procedures for Director Candidates. Shareholder recommendations for candidates to our Board must be received by December 31st of the year prior to the year in which the recommended candidates will be considered for nomination must be directed in writing to our principal executive offices, Attention: Corporate Secretary; and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between us and the candidate within the last three years, and evidence of the recommending person’s ownership of our capital stock. Such recommendations must also include a statement from the recommending shareholder in support of the candidate, particularly within the context of the criteria for membership on the Board, including issues of character, judgment, diversity, age, independence, expertise, corporate experience, other commitments and the like, personal references, and an indication of the candidate’s willingness to serve.
In addition, we recently adopted “proxy access,” whereby a shareholder (or a group of up to 20 shareholders) that has held at least 3% of the voting power of our capital stock for three years or more may nominate candidates for up to 20% of the available director seats and have those nominees included in our proxy materials, provided that the shareholder and nominees satisfy the requirements specified in our Bylaws. Any shareholder who intends to use these procedures to nominate a candidate for election to the Board for inclusion in our proxy statement for the 2022 annual meeting of shareholders must satisfy the requirements specified in our Bylaws and must provide notice to our Corporate Secretary, which generally must be received not less than ninety (90) days nor more than one hundred and twenty (120) days prior to the first anniversary of the preceding year’s annual meeting. The notice of proxy access must include information specified in our Bylaws, including information concerning the nominee and information about the shareholder’s ownership of and agreements related to our stock.
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How We Are Organized
Board Leadership Structure
Pursuant to our Corporate Governance Guidelines, our Board may separate or combine the roles of the Chairman of the Board and CEO when and if it deems it advisable and in our best interests and in the best interests of our shareholders to do so. We currently separate the roles of Chairman and CEO. Our Board is currently chaired by Mr. Ritter. Separating the roles of CEO and Chairman allows our CEO to focus on our day-to-day business while allowing the Chairman to lead our Board in its fundamental role of providing independent advice to, and oversight of, management. Our Board believes that having an independent director serve as Chairman is the appropriate leadership structure for us at this time, and the Board will periodically consider the Board’s leadership structure. Mr. Ritter, as our Chairman, presides over separate regularly scheduled executive session meetings at which only independent directors are present. Our Corporate Governance Guidelines are posted on our website.
Director Independence
Our Class A common stock is listed on the NYSE. The listing standards of the NYSE generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing standards of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under the listing standards of the NYSE, a director will only qualify as an “independent director” if, in the opinion of that company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Our Board has determined that none of our directors, who are not employees or former employees, has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the listing standards of the NYSE. Members of our Board and Board committees, who are not employees or former employees, hold separate executive sessions at every quarterly Board or Board committee meeting where only such directors are present.
Board Committees
Our Board has three standing committees: Audit Committee, Compensation Committee, and Nominating and Governance Committee. Our Board and its committees conduct scheduled meetings throughout the year and also hold special meetings and act by written consent from time to time, as appropriate. Our Board has delegated various responsibilities and authority to its committees as generally described below. The committees regularly report on their activities and actions to the full Board. Each member of each committee of our Board qualifies as an independent director in accordance with NYSE listing standards.
Audit Committee
Our Audit Committee assists our Board in its oversight of the quality and integrity of our reported financial statements, our compliance with legal and regulatory requirements, our accounting and financial management processes and the effectiveness of our internal controls over financial reporting, our enterprise risk management and compliance programs, the quality and integrity of the annual audit of our financial statements, and the performance of our internal audit function. In addition, our Audit Committee discusses, at least annually, our cybersecurity and other information technology risks, controls, and procedures and receives periodic updates from our management on the same. Our Audit Committee also discusses the scope and results of the audit with our independent registered public accounting firm, reviews with our management and our independent registered public accounting firm our interim and year-end operating results, and, as appropriate, initiates inquiries into aspects of our financial affairs. Our Audit Committee is responsible for establishing procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters and for the confidential,
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How We Are Organized
anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. In addition, our Audit Committee has sole and direct responsibility for the appointment, retention, compensation, and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. Significant related party transactions will be approved by our Audit Committee before we enter into them, as required by applicable rules and NYSE listing standards.
The members of our Audit Committee are independent, non-employee members of our Board and qualify as independent under Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) and related NYSE listing standards, as determined by our Board. Each member can read and understand fundamental financial statements. Our Board has determined that Messrs. Chamberlain and Codd qualify as audit committee financial experts within the meaning of regulations of the Securities and Exchange Commission (the “SEC”) and meet the financial sophistication requirements of the NYSE. The designation does not impose on them any duties, obligations, or liabilities that are greater than are generally imposed on any other member of our Board.
Compensation Committee
The purpose of our Compensation Committee is to discharge the responsibilities of our Board relating to executive compensation policies and programs, including reviewing, evaluating, recommending, and approving executive officer compensation arrangements, plans, policies, and programs. Among other things, specific responsibilities of our Compensation Committee include evaluating the performance of our Chief Executive Officer and determining our Chief Executive Officer’s compensation. The Compensation Committee also determines the compensation of our other executive officers in consultation with our Chief Executive Officer. In addition, our Compensation Committee administers our equity-based compensation plans, including granting equity awards and approving modifications of such awards. Our Compensation Committee also reviews and approves various other compensation policies and matters and has both the authority to engage its own advisors to assist it in carrying out its function and the responsibility to assess the independence of such advisors in accordance with SEC rules and NYSE listing standards. Our Chief Executive Officer, Chief Financial Officer, Chief People Officer, and General Counsel assist our Compensation Committee in carrying out its functions, although they do not participate in deliberations or decisions with respect to their own compensation.
Our Compensation Committee has delegated to the non-executive equity committee, consisting of our Chief Executive Officer, the authority to approve routine equity award grants to newly hired employees who are not direct reports of our Chief Executive Officer, as well as promotional and refresh equity award grants to employees who are not direct reports of our Chief Executive Officer, all within certain share parameters established and reviewed from time to time by the Compensation Committee.
During fiscal 2021, our Compensation Committee engaged the services of Compensia, Inc., a compensation consulting firm, to advise it regarding the amount and types of compensation that we provide to our executive officers and directors and how our compensation practices compared to the compensation practices of our peer companies. Compensia reports directly to the Compensation Committee. Compensia does not provide any services to us other than the services provided to the Compensation Committee. Our Compensation Committee believes that Compensia does not have any conflicts of interest in advising the Compensation Committee under applicable SEC rules or NYSE listing standards.
The members of our Compensation Committee are “non-employee” directors under Rule 16b-3 of the Exchange Act, “outside directors” under applicable tax rules, and qualify as independent under Rule 10C of the Exchange Act and related NYSE listing standards, as determined by our Board.
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How We Are Organized
Nominating and Governance Committee
The Nominating and Governance Committee oversees the nomination of directors, including, among other things, identifying, considering, and nominating candidates to our Board. Our Nominating and Governance Committee also recommends corporate governance guidelines and policies and advises the Board on corporate governance and Board performance matters, including recommendations regarding the structure and composition of the Board and the Board’s committee. In addition, it oversees the annual evaluation of our Board and individual directors and advises the Board on matters that may involve members of the Board or our executive officers and that may involve a conflict of interest or taking of a corporate opportunity. Our Nominating and Governance Committee also evaluates potential candidates for our Board on an ongoing basis.
The members of our Nominating and Governance Committee are non-employee members of our Board and are independent under the listing standards of the NYSE applicable to Nominating and Governance Committee members.
Compensation Committee Interlocks and Insider Participation
During fiscal 2021, our Compensation Committee consisted of Messrs. Carges, Codd, and Ritter. None of our executive officers serves, or served during fiscal 2021, as a member of the Board or compensation committee of any other entity that has or has had one or more executive officers serving as a member of our Board or our Compensation Committee.
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How We Govern and Are Governed
Overview of Our Corporate Governance Program and Recent Actions
The highlights of our corporate governance program are as follows:
Majority independent Board
Completely independent committees
Separate Chairman and CEO positions
Annual director elections, with majority voting and removal with or without cause
Proxy access for director nominations
Majority of Audit Committee members are “financial experts”
Independent directors meet without management present
Annual Board evaluation (led by third party)
Members of management other than executive officers regularly attend and present at Board meetings
Qualified diverse candidate pool policy in our Corporate Governance Guidelines
Automatic sunset of our dual-class structure in October 2023
Code of Conduct applicable to directors and executive officers
Corporate Citizenship statement posted to our website
Anti-hedging and pledging policies in our Insider Trading Policy
Our 10b5-1 trading plan guidelines follow best practices
Stock ownership guidelines for directors and executive officers
Change in circumstances with director resignation policy in our Corporate Governance Guidelines
Annual review of committee charters and corporate governance policies
Board continuing education program
We regularly review our current corporate governance practices against best practices and peer benchmarks. The following are the most recent actions we have taken to improve our corporate governance program:
In 2021, we were the first public company to convert to a Delaware PBC after an overwhelming shareholder vote in favor. At the same time, we de-classified our Board all at once effective at the 2021 Annual Meeting rather than take a staggered approach. In addition, in 2021, we adopted proxy access for director nominations and are proposing changes to our charter documents to permit shareholders to call special meetings.
In late 2020 and in connection with our proposed conversion to a PBC, members of our Board had numerous engagement meetings with individual shareholders to discuss our contemplated conversion. We proactively sought to arrange meetings with our top twenty holders of Class A shares and had conversations with each shareholder that agreed to meet. We also accepted meetings from a number of smaller shareholders who expressed an interest in discussing our potential conversion.
In 2019 and early 2020, we continued our shareholder engagement with investors to discuss environmental, social, and governance matters. We also added a female director to our Board in August 2019 when Mary Lynne Hedley was appointed.
In March 2019, we reviewed and made changes to our overall compensation program (for both executive officers and employees) with a view toward retention and shareholder alignment (see “Our Pay” for more details). We also adopted stock ownership guidelines for directors and executive officers.
In 2018, the Board adopted a qualified diverse candidate pool policy, which codifies the Board’s effort since 2014 to recruit female candidates for Board membership (see “Considerations in Evaluating Director Nominees and Board Diversity” for more details).
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How We Govern and Are Governed
Board and Committee Meeting Attendance
Our Board met seven times during our fiscal year ended January 31, 2021 (“fiscal 2021”). No director attended fewer than 75%, in the aggregate, of the total number of meetings of the Board and the total number of committee meetings of which he or she was a member during fiscal 2021. It is our policy to invite and encourage our directors to attend our annual meetings of shareholders and have scheduled our Annual Meeting on the same day as a regularly scheduled Board meeting in order to facilitate their attendance. Last year, all our directors attended our 2020 annual meeting of shareholders. The membership of each standing committee and number of meetings held during fiscal 2021 are identified in the table below.
Name
Audit
Compensation
Governance
Peter P. Gassner
Timothy C. Barabe
 
Mark Carges*
Paul E. Chamberlain
 
 
Ronald E.F. Codd
Chair
Mary Lynne Hedley*
 
 
Chair
Gordon Ritter
Chair
Paul Sekhri
 
 
Matthew J. Wallach
Number of meetings held during fiscal 2021
8
6
4
*
Mr. Carges joined the Audit Committee in March 2021, and Dr. Hedley joined the Nominating and Governance Committee in July 2020.
Corporate Governance Policies
Our Board has adopted a Code of Conduct that applies to all of our directors, employees, and officers, including our CEO, CFO, and other executive and senior financial officers. The full text of our Code of Conduct is posted on our website. Each committee of our Board has a written charter approved by our Board. Copies of each charter are also posted on our website. On an annual basis, our Board and its committees review our Corporate Governance Guidelines, the written charters for each of the Board’s committees, and our Code of Conduct against best practices and peer benchmarks. We will disclose any future amendments to, or waiver of, our Code of Conduct, on our website.
Board Oversight of Risk
One of the key functions of our Board is informed oversight of our risk management process. Our Board recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities. Our Board is responsible for assuring that an appropriate culture of risk management exists within Veeva, monitoring and assessing strategic risk exposure, and focusing on how we address specific risks, such as cybersecurity and technology risks, brand and reputation risks, strategic and competitive risks, operational risks, financial risks, and legal and compliance risks. Our executive officers are responsible for the day-to-day management of the material risks we face. On a regular basis, our Board administers its oversight function directly as well as through its various standing committees that address the risks inherent in their respective areas of oversight. For example, our Audit Committee is responsible for overseeing the management of risks associated with our financial reporting, accounting, and auditing matters; our internal audit function; our enterprise risk management and compliance programs; and our cybersecurity and other information technology risks, controls, and procedures. Our Compensation Committee oversees the management of risks associated with our
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How We Govern and Are Governed
compensation policies and programs. Our Nominating and Governance Committee oversees the management of risks associated with director independence, conflicts of interest, composition and organization of our Board, and director succession planning.
Board’s Role in Human Capital Management
Our Board believes that human capital management is an important component of our continued growth and success. Our Board has regular involvement in talent attraction, retention, and development and succession planning, and the Board provides input on important decisions in each of these areas. The Board has primary responsibility for CEO succession planning and the Compensation Committee monitors management’s succession plans for other key executives. While the Board has approved an emergency succession plan for our CEO and certain key executives to prepare for unanticipated events, the Board believes that the establishment of a strong management team is the best way to prepare for an unanticipated executive departure.
In addition, members of our Board regularly engage with employees at all levels of the organization, including before the COVID-19 pandemic, through periodic visits to Veeva’s headquarters in Pleasanton, California and attendance at employee and customer events, to gain insight into a broad range of human capital management topics, including corporate culture, diversity, employee development, and compensation and benefits. Our Board and management consider employee feedback in evaluating employee programs and initiatives and benefits and in monitoring our current practices for potential areas of improvement.
In particular, our Compensation Committee administers and provides oversight of our cash- and equity-based compensation programs and reviews with management our major compensation-related risks, including as they relate to retention of our key executives and employees.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires that our executive officers and directors and persons who own more than 10% of our common stock, file reports of ownership and changes of ownership with the SEC. Such directors, executive officers, and 10% shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.
SEC regulations require us to identify in this Proxy Statement anyone who filed a required report late during the most recent fiscal year. Based on our review of forms we received, or written representations from reporting persons, we believe that during fiscal 2021, all Section 16(a) filing requirements were satisfied on a timely basis except that one Form 4, which reported one transaction, was delinquently filed on behalf of Mr. Faddis.
Certain Relationships and Related Party Transactions
In addition to the compensation arrangements with our directors and executive officers described elsewhere in this Proxy Statement, the following is a description of each transaction since February 1, 2020 and each currently proposed transaction in which:
we have been or are to be a participant;
the amount involved exceeds or will exceed $120,000; and
any of our directors, executive officers, or holders of more than 5% of our capital stock, or any immediate family member of or person sharing the household with any of these individuals (other than tenants or employees), had or will have a direct or indirect material interest.
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How We Govern and Are Governed
Employment Arrangements with Immediate Family Members of Our Executive Officers and Directors
Theodore Wallach, a brother of Matthew J. Wallach, a former executive offer and current director, has been employed by us since September 2010. Theodore Wallach serves as a senior product manager. During fiscal 2021, Theodore Wallach had total cash and other compensation of approximately $315,000, approximately $125,000 of which represents the aggregate grant date fair value of RSUs and options calculated in accordance with FASB ASC Topic No. 718.
Lisa Halsey, a sister-in-law of Timothy S. Cabral, our former Chief Financial Officer, has been employed by us since August 2015. Ms. Halsey serves as a director on our employee success team. During fiscal 2021, Ms. Halsey had total cash and other compensation of approximately $215,000, approximately $70,000 of which represents the aggregate grant date fair value of RSUs and options calculated in accordance with FASB ASC Topic No. 718.
The compensation level for each of Theodore Wallach and Ms. Halsey was comparable to the compensation paid to employees in similar positions that were not related to our executive officers. They also were eligible for equity awards on the same general terms and conditions as other employees in similar positions who were not related to our executive officers.
Indemnification Agreements
We have entered into indemnification agreements with our directors, executive officers, and other key employees. The indemnification agreements provide that we indemnify each of our directors, executive officers, and key employees to the fullest extent permitted by Delaware law, our Certificate, and our Bylaws against expenses incurred by that person because of his or her status as one of our directors, executive officers, or key employees. In addition, the indemnification agreements provide that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by our directors, executive officers, and other key employees in connection with a legal proceeding.
Policies and Procedures for Related Party Transactions
Pursuant to our Code of Conduct and Audit Committee charter, any related party transaction or series of transactions with an executive officer, director, or any of such person’s immediate family members or affiliates, in which the amount, either individually or in the aggregate, involved exceeds $120,000 must be presented to our Audit Committee for review, consideration, and approval. All of our directors and executive officers are required to report to our Audit Committee any such related party transaction. In approving or rejecting the proposed transactions, our Audit Committee shall consider the relevant facts and circumstances available and deemed relevant to the Audit Committee, including, but not limited to the risks, costs, and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products and, if applicable, the impact on a director’s independence. Our Audit Committee shall approve only those transactions that, in light of known circumstances, are not inconsistent with Veeva’s best interests, as our Audit Committee determines in the good faith exercise of its discretion.
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How We Are Paid
Non-Employee Director Compensation Plan
Each non-employee member of the Board receives an annual cash retainer of $50,000, paid in quarterly installments.
Non-employee members of the Board also receive grants of RSUs under our 2013 Equity Incentive Plan on the date of our annual meeting of shareholders. Such annual grants are valued on the date of grant and vest quarterly over one year. On the date of each annual meeting of shareholders, each non-employee director who is serving on the Board as of such date will be issued RSUs valued at $200,000 of our Class A common stock. In addition, the non-executive chairman or lead independent director will receive an additional issuance of RSUs valued at $50,000 of our Class A common stock.
Non-employee members of the Board’s committees are granted additional RSUs as follows.
Audit Committee
Members: RSUs valued at $25,000
Chair: RSUs valued at $50,000
Compensation Committee
Members: RSUs valued at $12,500
Chair: RSUs valued at $25,000
Nominating and Governance Committee
Members: RSUs valued at $5,000
Chair: RSUs valued at $12,500
New directors and new committee members will receive cash and equity compensation on a pro-rated basis to coincide with our annual director compensation period, which begins in the month of our annual meeting of shareholders.
We also have a policy of paying for regulatory filing fees related to ownership of Veeva stock and reimbursing directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.
Director Compensation
The following table sets forth information about the compensation of the non-employee members of our Board who served as a director during fiscal 2021. Other than as set forth in the table and described more fully below, during fiscal 2021, we did not pay any fees to, make any equity awards or non-equity awards to or pay any other compensation to the non-employee members of our Board. Mr. Gassner, our Chief Executive Officer, receives no compensation for his service as a director and, therefore, is not included in the table below.
Name
Fees Earned
or Paid in Cash
($) (1)
Stock Awards
($) (2)(3)(4)
All Other
Compensation
Total
($)
Timothy C. Barabe
50,000
237,530
287,530
Mark Carges
50,000
212,664
262,664
Paul E. Chamberlain
50,000
225,216
275,216
Ronald E.F. Codd
50,000
262,633
312,633
Mary Lynne Hedley
50,000
211,545
261,545
Gordon Ritter
50,000
275,185
45,000 (5)
370,185
Paul Sekhri
50,000
205,086
255,086
Matthew J. Wallach
50,000
300,065
350,065
(1)
Represents the annual cash retainers paid to each director.
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How We Are Paid
(2)
Represents the aggregate grant date fair value of RSUs granted to the director during fiscal 2021, computed in accordance with FASB ASC Topic No. 718. See note 12 of the notes to our consolidated financial statements included in our annual report on Form 10-K filed on March 30, 2021 for a discussion of the assumptions made by us in determining the grant date fair values of our equity awards.
(3)
As of January 31, 2021, the above-listed non-employee directors held outstanding options to purchase shares of our Class A common stock as follows: Mr. Barabe — 0; Mr. Carges — 0; Mr. Chamberlain — 0; Mr. Codd — 40,000; Dr. Hedley — 0; Mr. Ritter — 0; Mr. Sekhri — 20,000; and Mr. Wallach — 0. As of January 31, 2021, Mr. Codd also held an outstanding option to purchase 46,250 shares of Class B common stock which represents the unexercised and vested portion of an option granted in March 2012 under our 2012 Equity Incentive Plan for 312,500 shares of Class B common stock. As of January 31, 2021, Mr. Wallach held an outstanding option to purchase 100,000 shares of Class B common stock, which represents the unexercised and vested portion of an option granted on March 10, 2013 under our 2012 Equity Incentive Plan. Our Compensation Committee unanimously amended the original post-termination exercise period from three months post-termination to the earlier of (i) March 8, 2023 or (ii) the date on which the option pursuant to its original term would expire.
(4)
As of January 31, 2021, the above-listed non-employee directors held outstanding RSUs under which the following number of shares of our Class A common stock were issuable upon vesting: Mr. Barabe — 501; Mr. Carges — 449; Mr. Chamberlain — 475; Mr. Codd — 554; Dr. Hedley — 445; Mr. Ritter — 581; Mr. Sekhri — 433; and Mr. Wallach — 422.
(5)
This reflects regulatory filing fees related to Mr. Ritter’s ownership of Veeva stock.
Stock Ownership Guidelines
To further align the interests of our directors and executive officers with those of our shareholders, our Board adopted stock ownership guidelines. Under these guidelines, each director must own Veeva stock with a value of three times the annual cash retainer for Board service. Our directors may satisfy these guidelines by ownership of shares of our Class A or Class B common stock or vested and unexercised stock options and are required to achieve these ownership levels within three years of the later of March 19, 2019 (the date our Board adopted stock ownership guidelines) or the date of such director’s election or appointment. All of our directors are in compliance with these guidelines as of April 30, 2021.
See “Our Pay—Compensation Discussion and Analysis—Other Compensation-Related Policies—Stock Ownership Guidelines” for information about the guidelines applicable to our executive officers.
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HOW YOU CAN COMMUNICATE WITH US
Our Board, similar to our management, values regular input from shareholders and stakeholders. We, therefore, have several means by which we receive and seek that input. These include:
Shareholder participation in our annual meeting, both via voting and via the opportunity to ask questions or make comments;
Shareholder-director engagement, both initiated by us and by shareholders;
Shareholder participation in our regular earnings calls and during the many conferences and other events at which we offer shareholder dialogue, including our Investor and Analyst Day typically held in the fall;
Using of any of our compliance or hotline reporting functions;
Participating in any of the director education or similar governance events attended by our directors or executives; and
Writing to us either to the address of our physical headquarters or using our dedicated investor relations email address.
Shareholders and other interested parties wishing to communicate in writing with our Board or with an individual member of our Board may do so by mailing to the Board or to the particular member of the Board, care of the Corporate Secretary a letter to our principal executive offices, Attention: Corporate Secretary, Veeva Systems Inc., 4280 Hacienda Drive, Pleasanton, California 94588. The envelope should indicate that it contains a shareholder or interested party communication. All such communications will be forwarded to the director or directors to whom the communications are addressed.
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Our Company
Overview
Veeva is the leading provider of industry cloud solutions for the global life sciences industry. We were founded in 2007 on the premise that industry-specific cloud solutions could best address the operating challenges and regulatory requirements of life sciences companies. Our solutions span cloud software, data, and business consulting and are designed to meet the unique needs of our customers and their most strategic business functions—from research and development (R&D) to commercialization. Our solutions help life sciences companies develop and bring products to market faster and more efficiently, market and sell more effectively, and maintain compliance with government regulations.
Fiscal 2021 Highlights
Total revenues for fiscal 2021 were $1.5 billion, an increase of 33% year-over-year, and subscription services revenues were $1.2 billion, an increase of 32% year-over-year.
Following an overwhelming majority vote, we were the largest-ever and first publicly traded company to become a PBC. As a PBC, Veeva’s legal charter now reflects our commitment to all stakeholders, including customers, employees, and shareholders. The move aligns with Veeva’s long-term mission to help life sciences companies in their crucial work to improve and extend life.
Customer success, product excellence, and the ability to unify clinical operations are also driving rapid growth in Veeva Development Cloud solutions.
We acted quickly at the beginning of the COVID-19 pandemic to introduce new capabilities, data, and programs to help customers quickly move to digital, including:
Veeva CRM Engage Meeting provided free of charge, to enable remote meetings between pharmaceutical reps and the doctors who depend on them for information on the latest research and treatments for their patients.
New Remote Monitoring capabilities in Veeva SiteVault Free to allow clinical trial monitors to remotely review and verify source documents, a process required to keep clinical trials on track.
Remote Sampling added to Veeva CRM Engage Meeting to allow pharmaceutical reps to compliantly fulfill drug sample requests online with physicians.
Telehealth Metrics new in the Crossix Data Platform to provide the industry greater understanding and insights into changing patient and physician engagement patterns.
We announced MyVeeva for Doctors and MyVeeva for Patients, our first applications for consumer use. MyVeeva for Doctors is a website and mobile application that gives healthcare professionals access to contacts, content, and services from across pharma companies and brands—all in a single place. By having quick and easy access to the information they need, doctors can better help their patients. MyVeeva for Patients is an application that helps patients to participate more easily in clinical trials. It currently allows patients to consent electronically to a trial and has planned future capabilities including collecting patient feedback, telehealth visits, trial protocol adherence, and real-time data collection.
We announced Veeva Data Cloud to bring much needed innovation and choice to the life sciences data market. Veeva Data Cloud provides longitudinal U.S. patient data for both retail and specialty distribution channels for commercial use cases such as launch planning, patient segmentation, commercial analytics, artificial intelligence, territory design, and targeting.
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Our Company
Our Executive Officers
The following table provides information concerning our executive officers as of May 10, 2021.
Name
Age
Position(s)
Peter P. Gassner
56
Chief Executive Officer and Director
Thomas D. Schwenger
53
President and Chief Operating Officer
Brent Bowman
54
Chief Financial Officer
E. Nitsa Zuppas
51
Chief Marketing Officer
Alan V. Mateo
59
Executive Vice President, Global Sales
Jonathan “Josh” W. Faddis
49
Senior Vice President, General Counsel and Corporate Secretary
Frederic Lequient
52
Senior Vice President, Global Customer Services
Peter P. Gassner. See biographical information set forth under “Who We Are—Board Nominees.”
Thomas D. Schwenger has served as our President and Chief Operating Officer since September 2019. Prior to joining Veeva, Mr. Schwenger served in various roles at Accenture plc, a global management consulting and professional services firm (previously Andersen Consulting and Arthur Andersen & Co.), where he had served since 1989. At Accenture, Mr. Schwenger served most recently as Senior Managing Director, Northeast U.S. Products Industries Client Service Group Lead since 2016 and previously as Senior Managing Director, North America Life Sciences Client Service Group Lead since 2014. Mr. Schwenger earned a Bachelor of Science degree in Quantitative Business Analysis from Penn State University.
Brent Bowman has served as our Chief Financial Officer since September 2020. Prior to such appointment, Mr. Bowman served as our Executive Vice President, Finance, from June 2020 through August 2020. Prior to Veeva, Mr. Bowman served as Chief Financial Officer for [24]7.ai, where he served in such role since May 2018. From December 2015 to April 2018, Mr. Bowman served as Vice President, Finance for Intel Corporation. Between March 2010 and December 2015, Mr. Bowman held multiple executive roles with Altera Corporation, until it was acquired by Intel Corporation. From April 1994 to October 2010, Mr. Bowman held various roles with Sun Microsystems, Inc. Mr. Bowman began his career with Ernst & Young, in September 1989. Mr. Bowman received a Bachelor of Arts in Business Economics from the University of California, Santa Barbara. Mr. Bowman is also a licensed certified public accountant (“CPA”) in the State of California.
E. Nitsa Zuppas has served as our Chief Marketing Officer since March 2013. Prior to joining Veeva, Ms. Zuppas served as Chief Marketing Officer for First Virtual Group, a diversified holding company with global interests in real estate, agribusiness, philanthropy, and global financial asset management, and Executive Director of the Siebel Foundation from February 2006 to March 2013. From March 1998 to January 2006, Ms. Zuppas served in a number of executive roles at Siebel Systems, including Director, Product Marketing, Senior Director, Investor Relations, General Manager, Siebel Retail, and Vice President, Marketing. Ms. Zuppas earned a Bachelor of Arts degree in Art History from California State University.
Alan V. Mateo has served as our Executive Vice President, Global Sales since April 2015. Prior to joining Veeva, Mr. Mateo served in various executive roles at Medidata Solutions, Inc., a provider of a platform of cloud-based solutions for life sciences, from March 2005 to February 2015, including as Executive Vice President of Field Operations from January 2014 to February 2015. Before Medidata, Mr. Mateo spent 11 years at PeopleSoft, where his responsibilities included product lines sales, sales operations and the integration of JD Edwards into PeopleSoft’s global sales organization. Prior to PeopleSoft, Mr. Mateo was northeast sales director for Red Pepper Software Co., a provider of supply chain management planning application software, and a major account executive at JD Edwards. Mr. Mateo earned a Bachelor of Science in both Computer Science and Marketing from Juniata College.
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Our Company
Josh Faddis has served as our Senior Vice President since April 2016 and General Counsel since September 2012. Mr. Faddis has also served as our Corporate Secretary since May 2013. Prior to joining Veeva, Mr. Faddis served in various roles at Taleo Corporation, a software-as-a-service provider of human capital management solutions, beginning in June 2001 through April 2012, including Senior Vice President, General Counsel, and Corporate Secretary. Prior to joining Taleo, Mr. Faddis conducted intellectual property and business litigation at Fulbright & Jaworski LLP and served as a Judicial Clerk for the Honorable Justice Craig Enoch, Supreme Court of the State of Texas. Mr. Faddis earned a Bachelor of Science in Agricultural Economics from Texas A&M University, magna cum laude, and a Juris Doctor degree from the Georgetown University Law Center.
Frederic Lequient has served as our Senior Vice President, Global Customer Services since February 2016. Prior to joining Veeva, Mr. Lequient served as Vice President, Customer Success at PubMatic, Inc., an advertising software platform company, from April 2015 to December 2015. From April 2014 to January 2015, Mr. Lequient served as Senior Vice President, Customer Success at FollowAnalytics, Inc., a provider of a mobile marketing automation and engagement platform. From April 2012 to April 2014, Mr. Lequient served as Group Vice President, Consulting at Oracle Corporation, an enterprise software company. From September 1999 to April 2012, Mr. Lequient served in various roles at Taleo, including as Vice President, Field Solutions and Business Development. Mr. Lequient earned a Bachelor of Engineering in Industrial Engineering from Université de Montréal - Ecole polytechnique de Montréal.
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Our Company
Our Unique Employment Practices
Our current business operations and future growth depend on having a highly engaged workforce with a diverse set of skills and life experiences operating together with a common vision, values, and ways of working. To attract and retain our workforce we offer competitive compensation and benefits (including comprehensive health and mental health programs globally), but compensation and benefits are not everything. We have also adopted some unique practices that we believe differentiate Veeva.
Focus on vision and values. We are guided by a common vision—Building the Industry Cloud for Life Sciences—and set of core values: Do the Right Thing, Customer Success, Employee Success, and Speed. This statement of vision and values acts as our North Star for decision making and it is emphasized and engrained into our thinking. We begin every important meeting, including each meeting of our Board and all large employee meetings, by reviewing our vision and values. Our employees know and understand what we are trying to accomplish and the values that should guide how we get there.
Broad equity ownership. Many companies, as they mature, limit the issuance of company equity to an ever more narrow group of employees. We have done the opposite. In fiscal 2021, 97% of our employees were issued company equity. We believe this helps to create an ownership and team-first culture that motivates and rewards employees. We generally grant both restricted stock units (which have immediate value to employees at vesting) and stock options (which have value to employees only if we create value for our shareholders).
Work Anywhere. We have also adopted a “Work Anywhere” policy, which generally gives employees the flexibility to work in an office or at home on any given day, with certain job-specific restrictions. Under our policy, employees can also relocate to a place that better suits their individual or family needs if they wish. We believe that our Work Anywhere policy broadens our talent pool by giving employees the freedom to live where it makes the most sense for them, including in places without an office nearby. We also take steps to ensure that remote employees are not treated as second-class citizens and have all of the same opportunities for impact, contribution and career advancement as employees who work at headquarters.
1% Veeva giving program. Our support for charitable causes is entirely employee driven because we think giving is personal and should be directed by the individual. With our 1% Veeva giving program, each employee receives an amount equivalent to 1% of their base salary annually to direct to the non-profit(s) of his or her choice. There is no required employee match. Employees simply make a choice. We never dictate favored corporate causes or ask employees to donate to specific non-profits.
No non-competes. Employee non-compete agreements are bad for employees, bad for innovation, and bad for the economy. We do not require any of our employees anywhere in the world to enter into non-compete agreements, and we have taken legal action to prevent the abusive use of non-compete agreements to restrict employees from working where they choose.
While we experience intense competition for talent, we believe we have been effective in attracting talented employees and our rate of voluntary attrition has been comparatively low historically. We believe the employment practices listed above are, in part, responsible for our success in attracting and retaining great employees, and in fiscal 2021, we increased our employee headcount by 1,005.
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Our Company
Our Workforce Diversity
Diversity is important to us, and we believe diversity comes in many forms. Our Chief Diversity Officer provides strategic leadership and focus towards Veeva’s commitment to fostering a diverse and inclusive workplace. As of January 31, 2021, 42% of our global employee population identified as female and 38% of our managers identified as female. This data uses traditional gender categories of male and female to align with U.S. government reporting requirements. We respect that gender is not binary and this statistic does not reflect our position on gender. The data we collect from our U.S. employees to submit to the Equal Opportunity Employment Commission indicates that, as of December 31, 2020, approximately 38% of our U.S. workforce self-identified as members of underrepresented racial or ethnic groups.
Our Conversion to a PBC
On February 1, 2021, after overwhelming approval by our voting shareholders, we became the first public company to convert to a Delaware PBC. A PBC is a for-profit company operating under subchapter XV of the General Corporation Law of the State of Delaware (i) that has adopted a public benefit purpose intended to provide benefits beyond just shareholder financial returns, and (ii) whose directors have a fiduciary duty to balance the financial interests of shareholders, the best interests of other stakeholders materially affected by the company’s conduct (which we believe includes customers, employees, partners, and the communities in which we operate), and the pursuit of the company’s public benefit purpose. Our public benefit purpose, as reflected in our certificate of incorporation, is “to provide products and services that are intended to help make the industries we serve more productive, and to create high-quality employment opportunities in the communities in which we operate.” We believe that operating as a PBC reflects our core values—Do the Right Thing, Customer Success, Employee Success, and Speed—and helps us maintain alignment with the principal industry we serve, life sciences, and its broad goal to improve health and extend lives. We also consider employees one of our key stakeholder groups whose interest we have committed to take into account in our decision making. We believe our PBC purpose and commitment to consider the interests of employee stakeholders will enhance our relationships with valuable employees and job candidates, thus enabling us to better support our customers and drive results for investors.
Our Board is responsible for setting the objectives and standards by which we will measure and report performance against our PBC purpose. We plan to publish a PBC report annually.
Our Approach to Environmental Sustainability
We are committed to environmental stewardship through our business practices and continually seek ways to lessen our environmental impact. In 2014, we made a strategic investment of more than $24 million to purchase our headquarters building, allowing us to implement a number of sustainability programs not possible in a leased facility, including a solar power array and lighting and water efficiency. Over time, we expect to expand these programs at our headquarters and in our other locations throughout the world. We also expect our vendors to maintain sustainable practices. Our two main computing infrastructure providers—Salesforce and Amazon Web Services—have made commitments to environmental sustainability initiatives.
Our Approach to Internal Audit
The primary focus of our internal audit function is to ensure the integrity, energy, and competence of our leadership team. We recognize that this is a non-traditional approach to internal audit—one that is not easily quantified—and involves dialog and judgment to a greater degree than traditional internal audits. We take this approach based on the view that the root cause of any number of enterprise risks is a failure in one of these areas.
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Our Security and Privacy Programs
Data privacy and data security are part of our corporate DNA. We know that customers have put their trust in us, and we take that very seriously. Our solutions involve the storage and transmission of our customers’ proprietary information, personal information of medical professionals, personal information of patients and clinical trial participants, and other sensitive information. Our ability to maintain the confidentiality, integrity, and availability of our customers’ data is critical to our success. Our Chief Information Officer (“CIO”) & Head of Operations, a member of our executive leadership team, is responsible for the day-to-day cybersecurity and technology risk management. Veeva’s Chief Information Security Officer (“CISO”), who reports to the CIO, oversees our security team.
Veeva maintains a comprehensive Information Security Management System (“ISMS”) to ensure the confidentiality, integrity, and availability of customer data, corporate data (such as intellectual property or source code), employee data, and our systems. Our ISMS is founded on the following industry-leading and regulatory standards:
ISO 9001:2015 – Quality Management Systems
ISO/IEC 27001:2013 – Information Security Management
SOC2 Type II – System and Organization Controls
SEI Capability Maturity Model Integration (v1.3)
IT Infrastructure Library (ITIL) version 3
ICH Q9 – Quality Risk Management
Veeva has achieved ISO (International Organization for Standardization) 27001 certification for our ISMS, which is managed by our CISO to ensure security controls conform to established standards across both product and infrastructure components. As a data processor, we are also the custodian of customer information that can be both confidential and sensitive. We are also certified to ISO 27018 for privacy controls.
Critical elements of our ISMS include:
Operational measures to monitor and respond to data breaches and cyber attacks. We have application, database, network, and resource monitoring in place to identify any vulnerabilities and protect our applications. Our personnel are trained to immediately report any security incident and any such incident is handled in accordance with our Security Incident Management Policy. We provide a trust site that displays upcoming maintenance downtimes, any data center incident, or any security communications.
Vulnerability and penetration testing. Our solutions undergo internal vulnerability testing prior to release. We have built our own internal penetration testing systems and we conduct vulnerability assessments on our software using automated and manual methods, at least annually. In addition, our customer service agreements commit us to commission annual vulnerability and penetration testing of our systems by industry-recognized, third-party security specialists, including those required by ISO and by the Health Insurance Portability and Accountability Act (HIPAA) Security Standards Compliance Assessment. We also obtain independent third-party audit opinions related to security and availability annually, such as SOC2, Type II reports and ISO 27001 attestation reports.
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Training. We require role-based security and security awareness training. All employees receive annual training on our Code of Conduct, which establishes our commitment to protecting the confidential, proprietary, and private information of our customers and partners. In addition, all new hires and contractors must undergo information security awareness training. Subsequent security awareness training is required biennially for all active employees and contractors. Employees in certain roles (e.g., customer support representatives, developers, and hiring managers) receive further and more extensive data security training annually.
Disaster Recovery and Business Continuity. Our solutions are designed to avoid single points of failure to reduce the chance of business disruption. We maintain formally documented recovery processes that may be activated in the event of a significant business disruption for both our corporate IT infrastructure and the production infrastructure that processes Veeva customer data. We conduct testing, at least annually, to verify the validity of the recovery processes and provide reports on the test results for production infrastructure that processes Veeva customer data to customers via access to a customer portal.
Through our Supplier Management Program, we maintain procedures that specify requirements for the assessment of all vendors, suppliers, and contractors who provide services that may impact our product and process quality. These procedures ensure that there is an appropriate level of oversight of our vendors’ quality systems. We perform initial audits and then periodic audits on our suppliers and partners to ensure products and services conform to Veeva established quality standards.
We have implemented several programs to ensure a culture of risk management. For example, we have a Security Points of Contact Program, which embeds our security experts into product development teams. In addition, a Security Council, sponsored by the CEO and chaired by the CISO, meets at least quarterly to discuss the security program, security incidents, and ongoing program objectives. The council is comprised of senior leaders in product development, operations, security, and quality and ensures that security remains a top priority across the enterprise.
We also maintain a global privacy program aligned to applicable laws such as the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), the European Union’s General Data Protection Regulation (“GDPR”), and the U.S. Health Insurance Portability and Accountability Act (“HIPAA”). We have a Chief Privacy Officer, who collaborates with our CISO and business and product leaders throughout our organization. Our Chief Privacy Officer has global responsibility for our privacy program. We also have an EU Data Protection Officer, EU Data Protection Counsel, and a HIPAA Privacy Officer as well as regional privacy champions. Our privacy council meets regularly to track initiatives and minimize privacy risks.
Veeva maintains an active EU-U.S. Privacy Shield certification and a Swiss-U.S. Privacy Shield certification; however, we currently rely on the EU Standard Contractual Clauses as our alternative legal data transfer mechanism. Veeva is also registered as a data broker as required by the California Attorney General.
We provide transparency in our solutions and services, including how they process personal data and how individuals can exercise their rights regarding the control of their data including access, rectification, and deletion. For example, we honor all legal rights to data deletion, and we provide a mechanism via our website where individuals can exercise their deletion rights. In addition, customers using our solutions can delete data at any time through built-in functionality. We embed privacy and security by design into new and existing products and features through impact assessment and controls. We engage external independent auditors at least annually to maintain our ISO 27018 for privacy controls.
We have a data privacy policy that describes our data privacy program and includes a commitment to require customers, partners, and sub-processors who have access to data collected or processed by us to comply with our policy; clear terms involving the collection, use, sharing and retention of user data
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including data transferred to third parties; a process by which we collect and process user data that is limited to the stated purpose; and a process by which we obtain user data through lawful and transparent means, with explicit consent of the data subject where required; and a commitment to notify customers and data subjects in a timely manner in case of policy changes or data breach. We ensure that all employees and contractors engaged in the processing of personal data are informed of our privacy practices and have received appropriate training on their responsibilities. For more information about our privacy practices, please visit veeva.com/privacy.
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Audit Committee Report
The information contained in the following report of Veeva’s Audit Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that Veeva specifically incorporates it by reference.
Role of the Audit Committee
The Audit Committee operates under a written charter adopted by our Board of Directors. Our Audit Committee oversees our accounting practices, system of internal controls, audit processes and financial reporting processes. Among other things, our Audit Committee is responsible for reviewing our disclosure controls and processes and the adequacy and effectiveness of our internal controls. It also discusses the scope and results of the audit with our independent registered public accounting firm, reviews with our management and our independent registered public accounting firm our interim and year-end operating results, discusses critical audit matters and related disclosures with our independent registered public accounting firm, and, as appropriate, initiates inquiries into aspects of our financial affairs. Our Audit Committee is responsible for establishing procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. In addition, our Audit Committee has sole and direct responsibility for the appointment, retention, compensation and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. Material related party transactions will be approved by our Audit Committee before we enter into them, as required by applicable rules and listing standards. A more detailed description of the functions and responsibilities of the Audit Committee can be found in Veeva’s Audit Committee charter, published on the Investors portion of Veeva’s website at ir.veeva.com.
The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management is responsible for our internal controls, financial reporting process, selection of accounting principles, determination of estimates and compliance with laws, regulations and ethical business conduct. Our independent registered public accounting firm is responsible for expressing an opinion as to the conformity of our consolidated financial statements with generally accepted accounting principles.
Review of Audited Financial Statements for the Fiscal Year Ended January 31, 2021
The Audit Committee has reviewed and discussed with Veeva’s management and KPMG LLP the audited consolidated financial statements of Veeva for the fiscal year ended January 31, 2021. The Audit Committee has also discussed with KPMG LLP the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board regarding communications between our independent registered public accounting firm and Audit Committee.
The Audit Committee has received and reviewed the written disclosures from KPMG LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with KPMG LLP its independence from us.
Based on the activities, reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Veeva’s annual report on Form 10-K for the fiscal year ended January 31, 2021 for filing with the Securities and Exchange Commission.
Submitted by the Audit Committee of the Board of Directors:
Ronald E. F. Codd (Chair)
Timothy Barabe
Mark Carges
Paul Chamberlain
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Proposal Two: Ratification of the Appointment of Independent Registered Public Accounting Firm
Our Board unanimously recommends a vote “FOR” ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2022.
Our Audit Committee has appointed the firm of KPMG LLP, independent registered public accountants, to audit our financial statements for the fiscal year ending January 31, 2022. KPMG has audited our financial statements since the fiscal year ended January 31, 2010.
Notwithstanding its selection and even if our shareholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time if the Audit Committee believes that such a change would be in the best interests of Veeva and its shareholders. At the Annual Meeting, the shareholders are being asked to ratify the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending January 31, 2022. Our Audit Committee is submitting the selection of KPMG to our shareholders because we value our shareholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of KPMG will be present at the Annual Meeting, and they will have an opportunity to make statements and will be available to respond to appropriate questions from shareholders.
If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the Audit Committee would reconsider the appointment.
Principal Accounting Fees and Services
The following table sets forth all fees paid or accrued by us for professional audit services and other services rendered by KPMG for the fiscal years ended January 31, 2021 and 2020:
2021
2020
Audit Fees (1)
$ 2,762,000
$ 2,860,900
Total Fees
$2,762,000
$2,860,900
(1)
Audit fees: This category represents fees for professional services provided in connection with the audit of our financial statements, review of our quarterly financial statements, attest services related to Section 404 of the Sarbanes-Oxley Act of 2002, and audit services provided in connection with other regulatory or statutory filings for which we have engaged KPMG.
Pre-Approval of Audit and Non-Audit Services
Consistent with requirements of the SEC and the Public Company Accounting Oversight Board regarding auditor independence, our Audit Committee is responsible for the appointment, compensation, and oversight of the work of KPMG. In recognition of this responsibility, our Audit Committee (or the chair if such approval is needed on a time-urgent basis) generally pre-approves all audit and permissible non-audit services provided by KPMG. These services may include audit services, audit-related services, tax services, and other services.
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Compensation Discussion and Analysis
This Compensation Discussion and Analysis explains our compensation philosophy, policies, and practices for the following individuals, who are our “named executive officers” or “NEOs” for fiscal 2021.
Name
Position
Peter P. Gassner
Chief Executive Officer
Brent Bowman
Chief Financial Officer
Timothy S. Cabral
Former Chief Financial Officer
Frederic Lequient
Senior Vice President, Global Customer Services
Alan V. Mateo
Executive Vice President, Global Sales
E. Nitsa Zuppas
Chief Marketing Officer
More detailed information about the compensation provided to our NEOs is set forth in the Summary Compensation Table and other tables that follow this section, including the accompanying footnotes and narratives relating to those tables.
Executive Summary
In fiscal 2020, the Compensation Committee determined to transition from the executive compensation program developed at the time of our initial public offering (“IPO”) to a new program that provides for annual grants of equity awards and did not make any changes to or deviations from that program for fiscal 2021. As further detailed in the table below, three primary components made up our executive compensation program in fiscal 2021: base salary, short-term equity incentives (a “stock bonus”) in the form of an annual restricted stock unit (“RSU”) grant, and long-term equity incentives in the form of annual grants of stock options.
Compensation
Element
Description
Purpose
Base Salary
• All executive officers make the same base
salary, which for fiscal 2021 was $350,000
• Compensate for services rendered on a day-to-
day basis and to provide sufficient fixed cash
compensation to allow executive officers to fund
their personal and household expenses

“Stock Bonus”
• A short-term incentive program (a “stock
bonus”) utilizing RSUs rather than cash
• Stock bonuses are designed to ensure that the
executive officer will have RSUs vesting during
each fiscal year that achieve a value based on a
percentage of base salary
• Target stock bonuses range from 125% to 300%
of base salary, with the specific percentage
determined with respect to the executive
officer’s role within the company
• To achieve the desired target stock bonus level,
executive officers receive a new RSU grant each
year that vest quarterly over a one-year period
• All executive officers have transitioned to this
program

• Rewards annual performance
• Drives company-wide and individual performance
• Effective retention tool because unvested
awards are forfeited
• Allows a holder, whose cash needs may, at a
given time, exceed our cash compensation, to
monetize their stock holdings to meet those
needs, while still aligning their interests with
those of our shareholders
Long-Term Equity Incentives
• Annual award of stock options for Class A common
stock based on an “option factor” multiplier applied
to the number of RSUs granted as the stock bonus
in the same year (i.e., number of RSUs granted for
annual stock bonus X option factor = number of
stock options)
• Option factors range from 4.0 to 6.0 depending on
executive officer’s role
• Stock options are granted annually and vest
annually over four years
• All executive officers have transitioned to this
program

• Inherently performance-based because the holder
benefits only if our stock price increases following
the grant date, aligning the option holder’s interest
closely with those of our shareholders
• Emphasizes an ownership culture and rewards
our executives for growing our business
• Encourages executive officers to achieve multi-
year strategic objectives
• Effective retention tool because unvested awards
are forfeited
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Consistent with the program described above, in fiscal 2021, all of our NEOs were paid identical annual base salaries, none received short-term cash incentive bonuses, and all of our NEOs except for our CEO received new equity awards in fiscal 2021.
Our Board and Compensation Committee believe this program is effective at incentivizing and retaining our senior executives and closely aligning the interests of our senior management team with those of our shareholders.
A program to compensate, retain, and incentivize our CEO through our fiscal year ending January 31, 2025 was put in place by our Compensation Committee in 2018, comprised largely of stock options vesting from March 2020 to February 2025. That program is detailed below under “Principal Elements of Compensation—Equity Awards—CEO Equity Compensation” and has not changed.
Executive Compensation Philosophy, Objectives, and Components
We operate in the software and technology industry and face a highly competitive environment for top-level executive talent. To accomplish our business and growth objectives, we must be able to attract and retain talented executives whose skills and experience enable them to contribute to our long-term success. To that end, the principal objectives and philosophy of our executive compensation programs are to attract, fairly compensate, appropriately incentivize, and retain our executives in a manner that aligns their long-term interests with those of our shareholders. In fiscal 2021, the primary components of the compensation program for our NEOs, other than our CEO, were base salary, a stock bonus in the form of an annual RSU grant, and long-term equity incentives in the form of annual grants of stock options.
Role of Compensation Committee, Management, and Compensation Consultant
Role of Compensation Committee. Our Board established a Compensation Committee to discharge its responsibilities relating to our executive compensation policies and programs. Our Compensation Committee evaluates the performance of our CEO and determines his compensation. The Compensation Committee also determines the compensation of our other executive officers in consultation with our CEO. In making its decisions, our Compensation Committee considers such matters as its members deem appropriate, including our financial and operating performance, the performance of our Class A common stock, factors specific to individual executives such as their individual achievements and retention concerns, our operational goals, the comparative compensation data described below, the results of our most recent say-on-pay advisory vote, and shareholder feedback on compensation and governance matters. From time to time, our Board approves equity grants to our executive officers upon the recommendation of the Compensation Committee, although our Compensation Committee is also authorized to approve such grants. Our Compensation Committee has delegated authority to our CEO to make certain routine equity award grants to non-executives within certain share parameters established and reviewed from time to time by the Compensation Committee. For additional information on the Compensation Committee, see “Board Committees— Compensation Committee”.
Role of Management. Members of management, including our CEO, Chief Financial Officer, Chief People Officer, and General Counsel, work with our Compensation Committee and often attend the Compensation Committee meetings. Members of management also make presentations to our Compensation Committee regarding our historical equity grants and the adequacy of the remaining equity pool to achieve retention objectives. These materials are also made available to our Board. Although our CEO participates in the discussion and decisions relating to the compensation of our other executive officers, he is not present during deliberations or voting with respect to his own compensation.
Role of Compensation Consultant. Our Compensation Committee has the authority to engage its own advisors to assist it in performing its duties, and we pay the fees charged by such advisors. For fiscal 2021, our Compensation Committee again engaged Compensia to assist it in its decision-making process by
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providing information on competitive market compensation practices, identifying a peer group against which to compare our compensation programs, providing information including market data on our outside director compensation program, and supplying such other information and recommendations as the Compensation Committee may from time to time request.
Peer Group and Competitive Data
With respect to fiscal 2021 compensation for our NEOs, our Compensation Committee considered data supplied by Compensia on the compensation of executives at the peer companies listed below as well as Compensia proprietary benchmark data for comparable roles at similarly situated companies. Our Compensation Committee believes it is useful to review this comparative data when evaluating our executive compensation programs and making compensation decisions for our NEOs. While it uses this data as a reference point, the Compensation Committee does not feel it necessary to mirror the compensation provided by these other companies or to target any specific percentile or range of percentiles for cash, incentive, equity, or total compensation for our executive officers relative to these peer companies.
Compensia evaluates and recommends a peer group annually for executive compensation benchmarking. Compensia re-evaluated our peer group for fiscal 2021 and recommended (i) removing athenahealth, Inc., Blackbaud, Inc., LogMeIn, Inc., and Ultimate Software Group, Inc. and (ii) adding additional companies to our group: Autodesk, Inc., Okta, Inc., RingCentral, Inc., and Twilio Inc. The peer group consisted of publicly traded software and software services companies that generally had revenues between approximately $600 million and $4.6 billion, generally experienced high year-over-year revenue growth, and/or had a market capitalization between $7.7 billion and $63.1 billion. Our Compensation Committee considered the peer group’s compensation practices data for compensation decisions during and with respect to fiscal 2021. The peer group consisted of the following companies, which our Compensation Committee determined are appropriate:
ANSYS
Aspen Technology
Autodesk
Dropbox
Fortinet
Guidewire Software
Okta
Palo Alto Networks
Paycom Software
RingCentral
ServiceNow
Splunk
SS&C Technologies Holdings
Tableau Software*
Twilio
Tyler Technologies
Workday
Zendesk
*
salesforce.com, inc. acquired Tableau Software, Inc. on August 1, 2019.
Principal Elements of Compensation
The compensation of our NEOs for fiscal 2021 consisted of (i) base salary, (ii) with respect to NEOs other than our CEO, new equity awards granted during fiscal 2021, and (iii) continued vesting during the course of the year of stock options and, with respect to NEOs other than our CEO, RSUs that had been granted in prior fiscal years. The mix and amount of compensation elements has been and will continue to be within the discretion and business judgment of our Compensation Committee.
Our Compensation Committee has structured these compensation programs to attract and retain senior executives, provide competitive levels of more liquid and less volatile compensation through base salary and RSUs, continue to foster an ownership mentality and alignment with the long-term interests of shareholders through the use of RSUs and stock options, and encourage the achievement of key operational goals.
Base Salary. We provide base salaries to our executive officers to compensate them for services rendered on a day-to-day basis and to provide sufficient fixed cash compensation to allow them to fund their personal and household expenses while remaining focused on their responsibilities to Veeva.
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Since our IPO, Veeva has maintained a largely flat annual base salary structure for our executive officers. During fiscal 2021, the Compensation Committee increased the annual base salary of all of our NEOs to $350,000. Base salaries paid to our NEOs for fiscal 2021 are reflected in the Summary Compensation Table below. In connection with Mr. Cabral’s retirement and transition to his role as an advisor, he entered into an advisor agreement that provides for an annual salary of $35,000 per year.
Annual Cash Incentive Bonuses. We have generally not offered a short-term cash incentive bonus program to our NEOs since our IPO, and our Compensation Committee again determined for fiscal 2021 not to offer such a program. Rather, our Board and Compensation Committee continue to believe that our reliance on equity compensation adequately facilitates the achievement of corporate operational goals and aligns each NEO with shareholder interest. Accordingly, none of our NEOs were paid a cash incentive bonus for fiscal 2021.
Equity Awards. Equity compensation awards remain an important part of our executive compensation program. We have granted RSUs and stock options from time to time to our employees, including our executive officers, under our stock plans. Our Compensation Committee believes that RSUs are also an important component of a competitive compensation program. RSUs supplement our cash compensation and allow a holder, whose cash needs may, at a given time, exceed our cash compensation, to monetize their stock holdings to meet those needs, while still aligning their interests with those of our shareholders. Our Compensation Committee believes that stock options are inherently performance-based because the holder benefits only if our stock price increases following the grant date, aligning the option holder’s interest closely with those of our shareholders. We believe that the combination of stock options and RSUs in our equity compensation program have effectively emphasized an ownership culture and rewarded our executive officers for growing our business. As our business has grown, so has our total shareholder return, as shown by our stock price, which has increased from our initial public offering price of $20.00 on October 13, 2013 to a closing price of $276.44 on January 29, 2021, the last day of fiscal 2021.
Under our executive compensation program implemented in fiscal 2020, applicable to all executive officers except for our CEO, we grant a “stock bonus,” or short-term equity incentive in the form of an annual RSU grant, and long-term equity incentives in the form of stock options. As discussed below, Mr. Bowman received equity compensation in connection with his employment in fiscal 2021.
Stock Bonus Grants. The structure and purpose of our stock bonus program is described in the Executive Summary above. In fiscal 2021, based on the methodology described in the Executive Summary above, each of Messrs. Cabral and Mateo and Ms. Zuppas received a stock bonus grant of 4,040, 4,940, and 4,040 RSUs, respectively, that vest quarterly over a one-year period. Mr. Lequient received stock bonus grants of 1,200 and 340 RSUs after taking into account the significant compensation value from RSUs granted to him in prior fiscal years. Pursuant to Mr. Cabral’s advisor agreement, his equity compensation will vest at 10% of the vesting rate in effect prior to September 7, 2020 over the time periods specified in his advisor agreement.
Stock Option Grants. The structure and purpose of our stock option program is described in the Executive Summary above. In fiscal 2021, based on the methodology described in the Executive Summary above, each of Messrs. Cabral, Lequient, and Mateo and Ms. Zuppas received a stock option grant to purchase 18,180, 18,180, 32,340, and 18,180 shares of our Class A common stock, respectively. These stock option grants vest annually over a four-year period and have an exercise price equal to $173.59, the closing market price on the date of grant. Pursuant to Mr. Cabral’s advisor agreement, his equity compensation will vest at 10% of the vesting rate in effect prior to September 7, 2020 over the time periods specified in his advisor agreement.
Chief Financial Officer Equity Compensation. Mr. Bowman joined us as our executive vice president, finance with the intention that he would succeed Mr. Cabral to become our chief financial officer during fiscal 2021. In connection with his appointment, he received the following equity compensation: (i) an RSU grant of 1,470 shares that will vest at a rate of one-third of the shares every three months over nine months
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to reflect the pro-rata portion of an annual stock bonus grant and (ii) a stock option grant of 20,000 shares that will vest at a rate of one-fifth of the shares per year with an exercise price equal to $240.77, the closing market price on the date of grant.
CEO Equity Compensation. With respect to our CEO, Mr. Gassner, our Compensation Committee has purposefully placed strong emphasis on long-term incentive compensation in the form of stock options to effectively align his long-term interests with those of our shareholders.
On January 10, 2018, upon the recommendation of our Compensation Committee, our Board approved a grant to Mr. Gassner of options to purchase an aggregate of 2,838,635 shares of our Class A common stock (the “CEO Options”) with an exercise price above the closing market price on the grant date. The CEO Options were the first equity compensation Mr. Gassner had received since March 2013, several months prior to completing our IPO. The CEO Options have an exercise price of $60.00 per share, which approximated the 60-day average of closing market prices around our all-time high closing market price prior to January 10, 2018.
The table below summarizes the service-based vesting schedule and stock price target conditions upon which Mr. Gassner’s CEO Options vest and become exercisable:
Number of
Shares
Service-Based
Vesting Condition
Stock Price
Target Vesting
Condition
First Date Exercisable
Expiration Date
2,128,975
Continued service as CEO through February 1, 2025, with vesting in monthly increments beginning February 1, 2020
N/A
First monthly increment (1/60th of total) became vested and exercisable on March 1, 2020, with additional monthly increments becoming exercisable thereafter through February 1, 2025
January 9, 2028
177,415
Same as above
$       90.00
Same as above now that the applicable Stock Price Target has been achieved
January 9, 2028
177,415
Same as above
$      100.00
Same as above now that the applicable Stock Price Target has been achieved
January 9, 2028
177,415
Same as above
$      110.00
Same as above now that the applicable Stock Price Target has been achieved
January 9, 2028
177,415
Same as above
$      120.00
Same as above now that the applicable Stock Price Target has been achieved
January 9, 2028
To achieve each of the above Stock Price Target Vesting Conditions, Veeva’s Class A common stock had to sustain the specified Stock Price Target for at least 60 consecutive trading days, and each Stock Price Target Vesting Condition has been satisfied. Consistent with Mr. Gassner’s pre-IPO grant, the CEO Options are not subject to any contractual vesting acceleration provisions. Moreover, the CEO Options reflect the continuation of a five-year long-term incentive compensation cycle for Mr. Gassner and did not begin vesting (based upon the service-based vesting conditions) until Mr. Gassner’s pre-IPO grant stock options completed vesting at the end of our fiscal year ended January 31, 2020.
Consistent with its long-term-focused approach to CEO compensation, our Board intends that the CEO Options will be the only long-term incentive awards that it grants Mr. Gassner until at least 2023. Accordingly, the Board has not granted any additional equity awards to Mr. Gassner to date. Our Board and Compensation Committee believe that, at our company’s current stage of maturity, it continues to be appropriate to evaluate grants to Mr. Gassner on a five-year cadence.
Perquisites, Retirement, and Other Benefits. We generally do not provide perquisites or other benefits to our executive officers other than those available to employees generally. We have established a 401(k) tax-deferred savings plan, which permits participants, including our executive officers, to make contributions up to applicable annual statutory limits by salary deduction pursuant to Section 401(k) of the Internal Revenue Code of 1986, as amended (the “Code”). We are responsible for administrative costs of the 401(k) plan. We match 100% of eligible contributions by our employees, including our executive officers, up to $2,000 per year. Such matching contributions are immediately and fully vested.
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Our Pay
Severance and Change in Control Benefits. None of our NEOs are currently eligible for any severance or change in control-related benefits.
Other Compensation Information and Policies
Stock Ownership Guidelines
To further align the interests of our directors and executive officers with those of our shareholders, our Board adopted stock ownership guidelines. Under these guidelines, all of our executive officers are required to achieve certain stock ownership levels within three years of the later of March 19, 2019 (the date our Board adopted stock ownership guidelines) or the date of such executive officer’s hire or appointment to a position with a higher ownership requirement. The guidelines require ownership as follows:
CEO: Value equal to three times his or her annual base salary
Other executive officers: Value equal to his or her annual base salary
Executive officers may satisfy these guidelines by ownership of shares of our Class A or Class B common stock or vested and unexercised stock options. As of April 30, 2021, all of our executive officers are in compliance with the guidelines except for Mr. Bowman who has until September 1, 2023 to comply.
See “Proposal One—Stock Ownership Guidelines” for information about the guidelines applicable to our directors.
Executive Officer Recoupment Policy
We have not adopted a policy on whether we will make retroactive adjustments to any cash or equity-based incentive compensation paid to our NEOs (or others) where the payment was predicated upon the achievement of financial results that were subsequently the subject of a restatement. We do not currently offer our NEOs variable compensation based upon achievement of financial results. However, our Compensation Committee continues to evaluate the adoption of a recoupment policy pending final SEC rules. In the meantime, we intend to comply with all applicable laws and regulations requiring any adjustments to or recovery of incentive compensation.
Stock Trading Practices; Trading and Hedging Policies
Our executive officers are subject to our Insider Trading Policy, which applies to their transactions involving any securities of Veeva. Except under limited circumstances, persons subject to the policy may not engage in any transaction of Veeva securities while aware of material nonpublic information relating to Veeva. The Insider Trading Policy also implements quarterly trading blackout periods and allows for special blackout periods, to limit the likelihood of trading at times with significant risk of insider trading exposure. In addition, directors and executive officers are prohibited from engaging in any transaction involving Veeva securities without first obtaining pre-clearance from our compliance officer.
Our Insider Trading Policy also includes Rule 10b5-1 trading plan guidelines that permit our directors and certain employees, including our NEOs, to adopt Rule 10b5-1 trading plans (“10b5-1 plans”). Under these guidelines, among other restrictions, 10b5-1 plans may only be adopted or modified when the person adopting the trading plan is not aware of any material nonpublic information and there is an open trading window. In addition, the first trade under a 10b5-1 plan may not occur until the completion of the next quarterly blackout period following the adoption of the 10b5-1 plan.
Our Insider Trading Policy prohibits our directors, executive officers, and employees, among other things, from hedging transactions in Veeva stock, pledging Veeva stock, and holding Veeva stock in a margin account among other restrictions.
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Our Pay
Compensation Policies and Practices as They Relate to Risk Management
Our Compensation Committee has reviewed our major compensation risk exposures and the steps management has taken to monitor and mitigate such risks and does not believe that our compensation policies and practices encourage undue or inappropriate risk taking or create risks that are reasonably likely to have a material adverse effect on Veeva.
Tax and Accounting Considerations
Deductibility of Executive Compensation
Section 162(m) of the Code will limit the amount that we may deduct from our federal income taxes for remuneration paid to our executive officers to one million dollars per executive officer per year, unless certain requirements are met. While our Compensation Committee is mindful of the benefit to us of the deductibility of compensation and will consider deductibility when analyzing potential compensation alternatives, our Compensation Committee believes that it should not be constrained by the requirements of Section 162(m) where those requirements would impair flexibility in compensating our executive officers in a manner that can best promote our corporate objectives. Therefore, our Compensation Committee has not adopted a policy that requires that all compensation be deductible.
No Gross-Ups of Parachute Payments and Deferred Compensation
We did not provide any executive officer, including any NEO, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during fiscal 2021, and we have not agreed and are not otherwise obligated to provide any NEOs with such a “gross-up” or other reimbursement.
Accounting Treatment
We account for stock compensation in accordance with ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including stock options and RSUs, over the period during which the award recipient is required to perform services in exchange for the award. We estimate the fair value of stock options granted using either a Monte Carlo simulation for market condition awards or the Black-Scholes option-valuation model. This calculation is performed for accounting purposes and reported in the compensation tables below.
Compensation Committee Report(1)
The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K, and in reliance on such review and discussions, the Compensation Committee has recommended to the Board that this Compensation Discussion and Analysis be incorporated by reference into the Annual Report on Form 10-K for the year ended January 31, 2021 and included in this Proxy Statement.
Gordon Ritter, Chair
Mark Carges
Ronald E.F. Codd
(1)
The material in the Compensation Committee Report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, other than our Annual Report on Form 10-K, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
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Our Pay
Summary Compensation Table
The following table provides information concerning the compensation paid to our NEOs for fiscal 2021, as well as for our prior two fiscal years.
Name and Principal Position
Year
Salary
($)
Stock
Awards
($) (1)
Option
Awards
($) (1)
Total
($)
Peter P. Gassner
Chief Executive Officer
2021
345,833
345,833
2020
325,000
325,000
2019
322,917
322,917
Brent Bowman (2)
Chief Financial Officer
2021
226,827
353,932
1,944,329
2,525,088
Timothy S. Cabral (3)
Former Chief Financial Officer
2021
219,429
701,304
1,253,747
2,174,480
2020
325,000
636,803
1,234,615
2,196,418
2019
322,917
322,917
Frederic Lequient
Senior Vice President, Global Customer Services
2021
345,833
267,329
1,253,747
1,866,909
2020
325,000
325,000
2019
322,917
322,917
Alan V. Mateo
Executive Vice President, Global Sales
2021
345,833
857,535
2,230,263
3,433,631
2020
325,000
2,187,033
2,512,033
2019
322,917
322,917
E. Nitsa Zuppas
Chief Marketing Officer
2021
345,833
701,304
1,253,747
2,300,884
2020
325,000
365,823
1,234,615
1,925,438
2019
322,917
322,917
(1)
The amounts reported in these columns represent the aggregate grant date fair value of RSUs and options to purchase shares of our Class A common stock, as applicable, computed in accordance with FASB ASC Topic No. 718. See note 12 of the notes to our consolidated financial statements included in our annual report on Form 10-K filed on March 30, 2021 for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. These amounts do not purport to reflect the value that will be recognized by the NEOs upon sale of the underlying securities.
(2)
Mr. Bowman commenced employment with Veeva on June 8, 2020 as Executive Vice President, Finance. The Board appointed Mr. Bowman as Chief Financial Officer, effective as of September 1, 2020.
(3)
As of September 1, 2020, Mr. Cabral resigned from his position as Chief Financial Officer and transitioned to an advisor role.
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Our Pay
Fiscal 2021 Grants of Plan-Based Awards
Name
Grant
Date
All Other Stock
Awards: Number
of Shares of
Stock or Units
(#)
All Other Option
Awards: Number
of Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/share)
Grant Date
Fair Value of
Stock and
Option
Awards
($) (1)
Peter P. Gassner
Brent Bowman
7/13/2020
20,000 (2)
240.77
1,944,330
7/13/2020
1,470 (3)
353,932
Timothy S. Cabral
4/14/2020
18,180 (4)
173.59
1,253,747
4/14/2020
4,040 (5)
701,304
Frederic Lequient
4/14/2020
18,180 (6)
173.59
1,253,747
4/14/2020
1,200 (7)
208,308
4/14/2020
340 (8)
59,021
Alan V. Mateo
4/14/2020
32,340 (6)
173.59
2,230,263
4/14/2020
4,940 (9)
857,535
E. Nitsa Zuppas
4/14/2020
18,180 (6)
173.59
1,253,747
4/14/2020
4,040 (7)
701,304
(1)
The amounts reported represent the aggregate grant date fair value computed in accordance with FASB ASC Topic No. 718. See note 12 of the notes to our consolidated financial statements included in our annual report on Form 10-K filed on March 30, 2021 for a discussion of the assumptions made by us in determining the grant date fair value of our equity awards. These amounts do not purport to reflect the value that will be recognized by the NEOs upon sale of the underlying securities.
(2)
The stock options vest and become exercisable in five equal annual installments between July 1, 2021 and July 1, 2025, subject to Mr. Bowman’s continued service to Veeva.
(3)
RSUs vest quarterly over nine months, with one-third vesting per quarter, following the vesting commencement date of July 1, 2020, subject to Mr. Bowman’s continued service to Veeva.
(4)
Pursuant to the terms of Mr. Cabral’s advisor agreement, these options vested as to 2,225 shares on April 1, 2021, and in the future will vest as to 454 shares on April 1, 2022 and April 1, 2023, 509 shares on April 1, 2024, 453 shares on each April 1st 2025 through 2030, each subject to Mr. Cabral’s continued service to Veeva.
(5)
Pursuant to the terms of Mr. Cabral’s advisor agreement, 763 shares of these RSUs vested and settled on October 1, 2020 and 101 shares of such RSUs shall continue to vest and settle quarterly thereafter until April 1, 2026, with a final vest and settlement of 45 RSUs on July 1, 2026, subject to Mr. Cabral’s continued service to Veeva.
(6)
The stock options vest and become exercisable in four equal annual installments between April 1, 2021 and April 1, 2024, subject to continued service to Veeva.
(7)
RSUs vest quarterly over one year, with one-fourth vesting per quarter, following the vesting commencement date of April 1, 2020.
(8)
100% of the RSUs vested and settled on April 1, 2021.
(9)
2/11th of the RSUs were vested and settled on July 1, 2020 and 3/11th of the RSUs shall vest and settle on each quarter thereafter, subject to Mr. Mateo’s continued service to Veeva.
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Our Pay
Outstanding Equity Awards at Fiscal 2021 Year-End
The following table sets forth information regarding all unexercised options and unvested RSUs held by each of our NEOs as of January 31, 2021. The vesting schedule applicable to each outstanding award is described in the footnotes to the table below.
Option Awards
Stock Awards
Name
Grant
Date
Number of
Securities
Underlying
Unexercised
Options
Vested
(#)
Number of
Securities
Underlying
Unexercised
Options
Unvested
(#)
Option
Exercise
Price
($)
Option
Expiration
Date
Number of
Shares
or Units
of
Stock that
Have Not
Vested
(#)
Market
Value of
Shares
of Stock
that
Have Not
Vested
($) (1)
Peter P. Gassner
3/10/2013
3,333,333
3.92
3/9/2023
1/10/2018
390,312
1,736,663 (2)
60.00
1/9/2028
1/10/2018
32,526
144,889 (3)
60.00
1/9/2028
1/10/2018
32,526
144,889 (4)
60.00
1/9/2028
1/10/2018
32,526
144,889 (5)
60.00
1/9/2028
1/10/2018
32,526
144,889 (6)
60.00
1/9/2028
Brent Bowman
7/13/2020
20,000 (7)
240.77
7/12/2030
7/13/2020
490 (8)
135,456
Timothy S. Cabral
3/10/2013
27,060
3.92
3/9/2023
4/11/2019
738
6,762 (9)
135.49
4/10/2029
4/14/2020
6,360 (10)
173.59
4/13/2030
4/14/2020
2,166 (11)
598,769
Frederic Lequient
3/3/2016
45,000
5,000 (12)
25.70
3/2/2026
3/24/2017
625 (13)
172,775
4/14/2020
18,180 (14)
173.59
4/13/2030
4/14/2020
340 (15)
93,990
4/14/2020
300 (16)
82,932
Alan V. Mateo
5/1/2015
126,087
26.99
4/30/2025
4/11/2019
9,300
27,900 (17)
135.49
4/10/2029
4/14/2020
32,340 (14)
173.59
4/13/2030
4/14/2020
1,347 (18)
372,365
E. Nitsa Zuppas
3/26/2013
2,000
3.92
3/25/2023
4/11/2019
5,250
15,750 (17)
135.49
4/10/2029
4/14/2020
18,180 (14)
173.59
4/13/2030
4/14/2020
1,010 (16)
279,204
(1)
Computed in accordance with SEC rules as the number of unvested RSUs multiplied by the closing market price of our Class A common stock at the end of fiscal 2021, which was $276.44 on January 29, 2021 (the last trading day of fiscal 2021).
(2)
The stock options vest and become exercisable in 60 equal monthly installments between March 1, 2020 and February 1, 2025, subject to Mr. Gassner’s continued service as our CEO.
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(3)
The stock options vest and become exercisable in 60 equal monthly installments beginning March 1, 2020 through February 1, 2025, subject to Mr. Gassner’s continued service as our CEO. The performance-based vesting condition related to achievement of the Stock Price Target of $90.00 per share for at least 60 consecutive trading days has been satisfied. See discussion in “Compensation Discussion and Analysis—Principal Elements of Compensation—Equity Awards” for additional details about this award.
(4)
The stock options vest and become exercisable in 60 equal monthly installments beginning March 1, 2020 through February 1, 2025, subject to Mr. Gassner’s continued service as our CEO. The performance-based vesting condition related to the achievement of the Stock Price Target of $100.00 per share for at least 60 consecutive trading days has been satisfied. See discussion in “Compensation Discussion and Analysis—Principal Elements of Compensation—Equity Awards” for additional details about this award.
(5)
The stock options vest and become exercisable in 60 equal monthly installments beginning March 1, 2020 through February 1, 2025, subject to Mr. Gassner’s continued service as our CEO. The performance-based vesting condition related to the achievement of the Stock Price Target of $110.00 per share for at least 60 consecutive trading days has been satisfied. See discussion in “Compensation Discussion and Analysis— Principal Elements of Compensation—Equity Awards” for additional details about this award.
(6)
The stock options vest and become exercisable in 60 equal monthly installments beginning March 1, 2020 through February 1, 2025, subject to Mr. Gassner’s continued service as our CEO. The performance-based vesting condition related to the achievement of the Stock Price Target of $120.00 per share for at least 60 consecutive trading days has been satisfied. See discussion in “Compensation Discussion and Analysis— Principal Elements of Compensation—Equity Awards” for additional details about this award.
(7)
The stock options vest and become exercisable in five equal annual installments between July 1, 2021 and July 1, 2025, subject to Mr. Bowman’s continued service to Veeva.
(8)
RSUs vest quarterly over nine months, with one-third vesting per quarter, following the vesting commencement date of July 1, 2020, subject to Mr. Bowman’s continued service to Veeva.
(9)
Pursuant to the terms of Mr. Cabral’s advisor agreement, these options vested as to 2,570 shares on April 1, 2021, and shall continue to vest as to 524 shares on each April 1st through 2029, subject to Mr. Cabral’s continued service to Veeva.
(10)
Pursuant to the terms of Mr. Cabral’s advisor agreement, these options vested as to 2,225 shares on April 1, 2021, and in the future will vest as to 454 shares on April 1, 2022 and April 1, 2023, 509 shares on April 1, 2024, 453 shares on each April 1st 2025 through 2030, each subject to Mr. Cabral’s continued service to Veeva.
(11)
Pursuant to the terms of Mr. Cabral’s advisor agreement, 763 shares of these RSUs vested and settled on October 1, 2020 and
101 shares of such RSUs shall continue to vest and settle quarterly thereafter until April 1, 2026, with a final quarterly vest and settlement of 45 RSUs on July 1, 2026, subject to Mr. Cabral’s continued service to Veeva.
(12)
Mr. Lequient’s stock options vest over five years, with 20% of the shares subject to the award vested on March 1, 2017, and 1/20th of the total shares vesting equally on a quarterly basis thereafter.
(13)
RSUs vest quarterly over four years, with 1/16th vesting per quarter, following the vesting commencement date of March 1, 2017, subject to continued service to Veeva.
(14)
The stock options vest over four years, with 25% of the shares subject to the award vested on April 1, 2021, and 1/4th of the total shares vesting equally on a yearly basis thereafter, subject to continued service to Veeva.
(15)
100% of these RSUs vested and settled on April 1, 2021.
(16)
25% of the RSUs vested and settled on July 1, 2020 and 25% of the RSUs shall vest and settle upon each quarter thereafter, subject to continued service to Veeva.
(17)
The stock options vest over four years, with 25% of the shares subject to the award vested on April 1, 2020, and 1/4th of the total shares vesting equally on a yearly basis thereafter, subject to continued service to Veeva.
(18)
2/11th of the RSUs shall vested and settled on July 1, 2020 and 3/11th of the RSUs shall vest and settle on each quarter thereafter, subject to Mr. Mateo’s continued service to Veeva.
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Our Pay
Fiscal 2021 Option Exercises and Stock Vested
The following table shows the number of shares NEOs acquired upon exercise of options and vesting of RSUs during fiscal 2021.
Option Awards
Stock Awards
Name
Number of
Shares
Acquired on
Exercise
(#)
Value Realized
on Exercise
($) (1)
Number of
Shares
Acquired on
Vesting
(#)
Value Realized
on Vesting
($) (2)
Peter P. Gassner
Brent Bowman
980
269,147
Timothy S. Cabral
43,512
8,680,988
3,049
663,895
Frederic Lequient
15,000
3,723,000
5,650
1,143,892
Alan V. Mateo
30,319
6,509,057
6,343
1,384,637
E. Nitsa Zuppas
5,667
834,114
4,205
974,029
(1)
The value realized is based on the fair market value of our Class A common stock on the date of exercise minus the exercise price.
(2)
The value realized on vesting is calculated by multiplying the number of RSUs vesting by the fair market value of a share of our Class A common stock on the vesting date.
Fiscal 2021 Potential Payments Upon Termination or Change in Control
We have entered into offer letters with each of our NEOs, none of which provide a right to receive severance in the event of a termination of their employment. In addition, none of our NEOs are currently eligible for any change-in-control-related benefits.
CEO Pay Ratio
We are required to disclose the ratio of the annual total compensation of Mr. Gassner, our CEO, to our median employee’s annual total compensation. We believe our compensation philosophy and process yield an equitable result for all of our employees.
The pay ratio reported below is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described below. Neither the Compensation Committee nor our management use our pay ratio to make compensation decisions. Because the SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported below, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
Under SEC rules, we are required to identify our median employee only once every three years and calculate annual total compensation for that employee each year. As disclosed in our fiscal 2019 Proxy Statement, beginning in late fiscal 2019 for new hires and in the first quarter of fiscal 2020 for current Veeva employees, we started offering equity under a new compensation program applicable to the vast majority of our employee base but not applicable to our CEO. In addition and as previously disclosed, because our CEO is currently on a five-year equity award grant cycle, we do not expect him to receive additional equity awards until at least 2023.
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For purposes of identifying our “median employee,” we used our worldwide employee population as of November 1, 2019, which consisted of 3,012 part-time and full-time employees, of which 1,680 employees were employed in the United States and 1,332 employees were employed outside of the United States. We excluded 244 employees who were hired in connection with an acquisition we completed in fiscal 2020 on November 1, 2019. To identify the median employee, we used the following methodology and consistently applied material assumptions, adjustments, and estimates:
We calculated the annual total compensation of our employee population, excluding Mr. Gassner, as the sum of (1) annual base salary for permanent salaried employees, or hourly rate multiplied by expected annual work schedule for hourly employees, as of November 1, 2019; (2) variable compensation during the 12 months ended October 31, 2019, if applicable; (3) grant date fair value of equity awards granted during the 12 months ended October 31, 2019; and (4) Veeva’s matching contributions to each employee’s 401(k) tax-deferred savings plan or registered retirement savings plan account.
We used the exchange rate based on a 12-month average as of November 1, 2019 to convert each non-U.S. employee’s cash compensation to U.S. dollars.
We did not make any cost-of-living adjustments in identifying the median employee nor did we use the de minimis exemption allowed by SEC rules to exclude any of our employee population.
We calculated the annual total compensation for fiscal 2021 for such employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table above. For fiscal 2021, the annual total compensation for Mr. Gassner and our median employee were $345,833 and $131,535, respectively. Accordingly, the resulting ratio of the two amounts is approximately 2.6:1.
Equity Compensation Plan Information
The following table provides information as of January 31, 2021 with respect to the shares of our common stock that may be issued under our existing equity compensation plans.
Plan Category
Number of
Securities
to be Issued Upon
Exercise of
Outstanding
Options, RSUs,
Warrants and
Rights
Weighted Average
Exercise Price of
Outstanding
Options, Warrants
and Rights (1)
Number of
Securities
Remaining
Available
for Future Issuance
Under Equity
Compensation
Plans (2)
Equity compensation plans approved by stockholders
13,793,504
$     57.48
38,590,752 (3)
Equity compensation plans not approved by stockholders
Total
13,793,504
38,590,752
(1)
The weighted average exercise price does not take into account outstanding RSUs.
(2)
Included in this amount are 4,897,856 shares available for future issuance under the 2013 Employee Stock Purchase Plan (“ESPP”).
(3)
On the first business day of each fiscal year during the term of our 2013 Equity Incentive Plan (“2013 Plan”), the number of authorized shares of our Class A common stock under our 2013 Plan automatically increases by a number of shares of our Class A common stock equal to the least of (i) 5% of the total number of shares of all classes of our common stock issued and outstanding on the last business day of the prior fiscal year, (ii) 13,750,000 shares of our Class A common stock, or (iii) a number of shares of our Class A common stock determined by our Board. On the first business day of each fiscal year during the term of our ESPP, the number of authorized shares of our Class A common stock under our ESPP automatically increases by a number of shares of our Class A common stock equal to the least of (i) 1% of the total number of shares of all classes of our common stock issued and outstanding on the last business day of the prior fiscal year, (ii) 2,200,000 shares of our Class A common stock, or (iii) a number of shares of our Class A common stock determined by our Board.
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Our Pay
Proposal Three: Advisory (Non-binding) Vote on Named Executive Officer Compensation
Our Board unanimously recommends that you vote FOR the approval, on an advisory basis, of our named executive officer compensation.
In accordance with SEC rules, shareholders are being asked to vote to approve, on an advisory and non-binding basis, the compensation of our named executive officers as disclosed in this proxy statement. This is commonly referred to as a “Say-on-Pay” proposal.
As described in detail under the heading “Our Pay—Compensation Discussion and Analysis,” the principal objectives and philosophy of our executive compensation programs are to incentivize and retain our senior executives and closely align the interests of our senior management team with those of our shareholders.
We are asking for shareholder approval of the compensation of our named executive officers as disclosed in this proxy statement in accordance with SEC rules, which disclosure includes “Our Pay—Compensation Discussion and Analysis,” the compensation tables, and the narrative discussion following the compensation tables. This vote is not intended to address any specific item of compensation but rather the overall compensation of our named executive officers and the policies and practices described in this proxy statement.
Accordingly, we are asking our shareholders to vote “FOR” the following resolution:
“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and narrative discussion, is hereby APPROVED.”
This vote is advisory and therefore not binding on our Board or our Compensation Committee. Our Board and Compensation Committee value the opinions of our shareholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider those shareholders’ concerns and evaluate whether any actions are necessary to address those concerns.
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Our Pay
Proposal Four: Advisory (Non-binding) Vote on the Frequency of Named Executive Officer Compensation Votes
Our Board unanimously recommends that a vote for the option of “THREE YEARS”, on an advisory basis, as the frequency of the advisory vote on our named executive officer compensation.
In accordance with SEC rules, shareholders are being asked to vote, on an advisory and non-binding basis, on how frequently they would like to cast an advisory vote on the compensation of our named executive officers. By voting on this proposal, our shareholders may indicate whether they would prefer an advisory vote on named executive officer compensation once every year, every two years, or every three years.
After careful consideration of the frequency alternatives, our Board believes that conducting an advisory vote on executive compensation every three years is appropriate for Veeva and our shareholders at this time. Our Board has determined that an advisory vote on executive compensation every three years will provide one method for our shareholders to provide timely input on our executive compensation philosophy, policies and practices as disclosed in our proxy statements.
Veeva Systems Inc. | 2021 Proxy Statement 47

TABLE OF CONTENTS

Our Shareholders
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 30, 2021 for:
each of our named executive officers;
each of our directors;
all of our executive officers and directors as a group; and
each stockholder known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A common stock or Class B common stock.
We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of Class A common stock or Class B common stock that they beneficially own, subject to applicable community property laws.
Applicable percentage ownership is based on 138,022,066 shares of Class A common stock and 14,778,290 shares of Class B common stock outstanding at April 30, 2021. In computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all shares of common stock subject to options and RSUs held by that person or entity that are currently exercisable or releasable or that will become exercisable or releasable within 60 days of April 30, 2021. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Veeva Systems Inc., 4280 Hacienda Drive, Pleasanton, California 94588.
Shares Beneficially Owned
% Total
Voting
Power (1)
Class A
Class B
Name of Beneficial Owner
Share
%
Share
%
Named Executive Officers and Directors:
Timothy C. Barabe (2)
6,643
*
*
Brent Bowman
915
*
*
Timothy S. Cabral (3)
217,646
*
27,060
*
*
Mark Carges (4)
7,004
*
*
Paul E. Chamberlain (5)
15,988
*
*
Ronald E.F. Codd (6)
55,536
*
126,900
*
*
Peter P. Gassner (7)
797,971
*
16,459,666
90.0
51.4
Mary Lynne Hedley (8)
1,836
*
*
Frederic Lequient (9)
50,427
*
*
Alan V. Mateo (10)
153,912
*
*
Gordon Ritter (11)
635,710
*
1,000,000
5.5
3.3
Paul Sekhri (12)
30,885
*
*
Matthew J. Wallach (13)
1,522
*
480,002
2.6
1.5
E. Nitsa Zuppas (14)
23,764
*