VEEVA SYSTEMS INC. ANNUAL REPORT
& PROXY STATEMENT
NOTICE OF 2024 ANNUAL MEETING OF SHAREHOLDERS
WHAT: 2024 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 2024 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.
More | Board | Broker | Votes Required | |||
Proposal | Information | Recommendation | Non-Votes | Abstentions | for Approval | |
One | To elect the directors listed in | Page 1 | FOR | Will have no | Will have no | Majority of the |
Proposal One to serve as | effect on the | effect on the | votes duly cast, | |||
directors until the annual meeting | outcome | outcome | with respect to | |||
to be held in 2025 or until their | each nominee; | |||||
successors are duly elected and | votes ''for'' | |||||
qualified. | exceed votes | |||||
''against'' | ||||||
Two | To ratify the appointment of | Page 39 | FOR | Will have no | Will have no | Majority of the |
KPMG LLP as our independent | effect on the | effect on the | votes duly cast; | |||
registered public accounting firm | outcome | outcome | votes ''for'' | |||
for the fiscal year ending | exceed votes | |||||
January 31, 2025. | ''against'' | |||||
Three | To approve an amendment and | Page 40 | FOR | Will count | Will count | Majority in voting |
restatement of our Certificate of | AGAINST | AGAINST | power of our | |||
Incorporation to reflect the | outstanding | |||||
Delaware law provisions | capital stock | |||||
regarding officer exculpation. | ||||||
Four | To hold an advisory (non-binding) | Page 61 | FOR | Will have no | Will have no | Majority of the |
vote to approve named executive | effect on the | effect on the | votes duly cast; | |||
officer compensation. | outcome | outcome | votes ''for'' | |||
exceed votes | ||||||
''against'' |
WHEN: Wednesday, June 12, 2024, 9:00 a.m. Pacific Time
WHERE: The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/VEEV2024, 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 15, 2024 (the ''Record Date'').
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 11, 2024;
- Telephone: 1-800-690-6903 until 11:59 p.m. Eastern Time on Tuesday, June 11, 2024;
- 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/VEEV2024 and enter your 16-digit control number.
Proxy Statement
Veeva Systems Inc. | 2024 Proxy Statement
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.
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 April 29, 2024, 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 Annual Report for the fiscal year ended January 31, 2024 (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
April 29, 2024
An Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 12, 2024: The Notice, Proxy Statement, and 2024 Annual Report is available to shareholders at www.proxyvote.com.
Veeva Systems Inc. | 2024 Proxy Statement
TABLE OF CONTENTS
Page | |
PROPOSAL ONE: ELECTION OF DIRECTORS | 1 |
GOVERNANCE LEADERSHIP | 1 |
WHO WE ARE | 1 |
Board Nominees | 2 |
HOW WE ARE SELECTED, ELECTED, AND EVALUATED | 13 |
Considerations in Evaluating Director Nominees and Board Diversity | 13 |
Board and Committee Evaluations | 13 |
Director On-Boarding and Continuing Education | 13 |
Shareholder Recommendations for Nominations to the Board; Proxy Access | 14 |
HOW WE ARE ORGANIZED | 15 |
Board Leadership Structure | 15 |
Director Independence | 15 |
Board Committees | 15 |
Compensation Committee Interlocks and Insider Participation | 18 |
HOW WE GOVERN AND ARE GOVERNED | 19 |
Overview of Our Corporate Governance Program and Recent Actions | 19 |
Board and Committee Meeting Attendance | 20 |
Corporate Governance Policies | 20 |
Board Oversight of Risk | 20 |
Board's Role in Human Capital Management | 21 |
Overboarding | 21 |
Certain Relationships and Related Party Transactions | 22 |
HOW WE ARE PAID | 24 |
Non-Employee Director Compensation Plan | 24 |
Director Compensation | 25 |
Stock Ownership Guidelines | 25 |
HOW YOU CAN COMMUNICATE WITH US | 26 |
OUR COMPANY | 27 |
Overview | 27 |
Our Executive Officers | 27 |
Our Unique Employment Practices | 28 |
Our Workforce Diversity | 30 |
Our Approach to Environmental Sustainability | 30 |
Our Approach to Internal Audit | 31 |
Our Security and Privacy Programs | 31 |
Audit Committee Report | 32 |
OUR PUBLIC BENEFIT CORPORATION REPORT | 33 |
PROPOSAL TWO: RATIFICATION OF THE APPOINTMENT OF INDEPENDENT | |
REGISTERED PUBLIC ACCOUNTING FIRM | 39 |
PROPOSAL THREE: APPROVAL OF AN AMENDMENT AND RESTATEMENT OF OUR | |
CERTIFICATE OF INCORPORATION TO REFLECT DELAWARE LAW PROVISIONS | |
REGARDING OFFICER EXCULPATION | 40 |
Proxy Statement
Veeva Systems Inc. | 2024 Proxy Statement i
Page | |
OUR PAY | 42 |
Compensation Discussion and Analysis | 42 |
Executive Summary | 42 |
Executive Compensation Philosophy, Objectives, and Components | 43 |
Role of Compensation Committee, Management, and Compensation Consultant | 43 |
Peer Group and Competitive Data | 44 |
Principal Elements of Compensation | 45 |
Other Compensation Information and Policies | 47 |
Tax and Accounting Considerations | 49 |
Compensation Committee Report | 49 |
Summary Compensation Table | 50 |
Fiscal 2024 Grants of Plan-Based Awards | 51 |
Outstanding Equity Awards at Fiscal 2024 Year-End | 52 |
Fiscal 2024 Option Exercises and Stock Vested | 54 |
Fiscal 2024 Potential Payments Upon Termination or Change in Control | 54 |
CEO Pay Ratio | 54 |
Pay Versus Performance | 56 |
Equity Compensation Plan Information | 60 |
PROPOSAL FOUR: ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER | |
COMPENSATION | 61 |
OUR SHAREHOLDERS | 62 |
Security Ownership of Certain Beneficial Owners and Management | 62 |
OUR MEETING | 64 |
Frequently Asked Questions and Answers | 64 |
Additional Information | 71 |
APPENDIX A | A-1 |
- Veeva Systems Inc. | 2024 Proxy Statement
PROPOSAL ONE: ELECTION OF DIRECTORS
GOVERNANCE LEADERSHIP
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. First, we want to summarize a few recent and unique leadership actions that we believe set us apart.
On February 1, 2021, after overwhelming approval by our voting shareholders, we became the first public company to transition from a traditional Delaware corporation to a Public Benefit Corporation (''PBC''). A PBC is a for-profit company that has adopted a public benefit purpose intended to provide benefits beyond just shareholder financial returns. Our PBC purpose 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.'' As a PBC, our directors have a fiduciary duty to balance the financial interests of shareholders, the best interests of other stakeholders materially affected by our conduct, and the pursuit of our PBC purpose. We believe that operating as a PBC (i) reflects our longstanding core values-Do the Right Thing, Customer Success, Employee Success, and Speed, (ii) helps us maintain alignment with the principal industry we serve-lifesciences-and its broad goal to improve health and extend lives, and
- enhances our relationships with employees and job candidates. We believe that these benefits, among others, are an essential part of our effort to create long-term, sustainable value for shareholders and, if done well, a societal benefit. Our annual PBC report is included herein at ''Our Public Benefit Corporation Report.''
In 2021, we declassified our board structure and adopted a proxy access provision and a process for shareholders to call special meetings. In 2022, we expanded the diversity of our Board and formed a board committee specifically tasked with oversight of cybersecurity risk. In 2023, we converted to a single-class voting structure. We believe these actions and others position us 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 ten 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 amended and restated certificate of incorporation (''Certificate of Incorporation'') 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 ten individuals to be elected at the Annual Meeting. As of the date of this Proxy Statement, each of Mark Carges, Mary Lynne Hedley, Priscilla Hung, Tina Hunt, Marshall Mohr, Gordon Ritter, Paul Sekhri, and Matthew J. Wallach qualifies as independent in accordance with the New York Stock Exchange (''NYSE'') listing standards. 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 ten director candidates.
Our Board unanimously recommends a vote ''FOR'' each of its nominees for director.
Required Vote
With respect to each nominee, election requires the affirmative vote of a majority of the votes duly cast, i.e., votes ''for'' exceed votes ''against.''
Proxy Statement
Veeva Systems Inc. | 2024 Proxy Statement 1
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. The following charts provide information concerning our Board nominees as of April 29, 2024.
Board Diversity in | ||||||||||||
Average Director | Average Director | Board Diversity in | Underrepresented | |||||||||
Age | Tenure | Gender | Communities | |||||||||
60 years | 6.8 years | 30% | 30% | |||||||||
Board Skill | Cabral | Carges | Gassner | Hedley | Hung | Hunt | Mohr | Ritter | Sekhri | Wallach | ||
Technical software | ||||||||||||
expertise(1) | X | X | X | X | X | |||||||
Life sciences | ||||||||||||
operational expertise(2) | X | X | X | |||||||||
Veeva-specific | ||||||||||||
operational expertise(3) | X | X | X | |||||||||
Business executive | ||||||||||||
expertise(4) | X | X | X | X | X | X | X | |||||
International (non-US) | ||||||||||||
business operational | ||||||||||||
expertise(5) | X | X | X | X | X | |||||||
Business development | ||||||||||||
expertise(6) | X | X | X | X | X | X | X | X | X | X | ||
Financial expertise(7) | X | X | ||||||||||
Public company board | ||||||||||||
experience(8) | X | X | X | X | X | X | X | |||||
Governance, risk, and | ||||||||||||
compliance expertise(9) | X | X | X | X | X | X | X | |||||
Cybersecurity | ||||||||||||
expertise(10) | X | X | X | X | ||||||||
Years on Board | 1 | 6 | 16 | 4 | 1 | 1 | 1 | 15 | 9 | 3 | ||
Age | 56 | 62 | 59 | 61 | 57 | 56 | 68 | 59 | 66 | 51 | ||
Gender | M | M | M | F | F | F | M | M | M | M | ||
Self-identify as member | ||||||||||||
of an underrepresented | ||||||||||||
community(11) | N | N | Not Specified | N | Y | Y | N | N | Y | N |
- Technical product expertise in the software industry, including expertise in product design/management, product development, or product operations.
- Experience leading the research and development or commercial (sales/marketing) functions of a life sciences company.
- Deep knowledge of and operational experience with Veeva's business; deep knowledge of Veeva's customers.
- Experience as CEO or other senior executive in a non-financial role at another public company.
- Lead executive or supervisor of the lead executive for a significant business or business unit outside the United States.
- Experience founding or growing new businesses; experience in venture capital, capital markets, or acquisitions.
- Deep experience with financial statements and accounting; Audit Committee financial expert.
- Experience as a director of another public company.
- Operational responsibility or board oversight of governance, risk, ESG, or compliance at another public company.
- Knowledge of and executive or board experience identifying and managing information security risks.
- The term ''underrepresented community,'' as used herein, means Black, African American, North African, Middle Eastern, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, Alaska Native, or LGBTQ.
- Veeva Systems Inc. | 2024 Proxy Statement
Who We Are
We next describe individual biographical and qualification information about each nominee. There are no family relationships among any of our directors or executive officers.
Tim Cabral | Qualifications |
Age: 56 | • Deep knowledge of Veeva as former Chief Financial Officer |
• Experience as an executive and business leader in the life sciences | |
Director since 2022 | and technology industries |
• Public company board expertise and financial expertise | |
Committees | Career Experience |
Transaction(Chair) | |
• 2024: Interim Chief Financial Officer, Veeva Systems Inc. | |
• 2010-2020: Chief Financial Officer, Veeva Systems Inc. | |
• 1994-2010: Various leadership and executive roles, including VP of | |
Finance at PeopleSoft, Inc., a provider of enterprise application | |
software acquired by Oracle Corporation in 2005, and Senior Finance | |
Manager at Chiron Corp., a biotech company acquired by Novartis in | |
2006 |
Selected Board Experience
- Doximity Inc. (2020-present) (Public)
- ServiceTitan, Inc. (2020-present)
- SingleStore, Inc. (2021-present)
Education
- Bachelor of Science, Finance, Santa Clara University
- Master of Business Administration, Santa Clara University, Leavey School of Business
Proxy Statement
Veeva Systems Inc. | 2024 Proxy Statement 3
Who We Are
Mark Carges
Age: 62
Director since 2017
Independent Director
Committees
Compensation
Cybersecurity (Chair)
Transaction
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 in 2008
Selected Board Experience
- Splunk Inc. (2014-2024) (Public), acquired by Cisco Systems Inc. in 2024
- Capture One A/S (2019-present)
- Phase One A/S (2019-present)
- Magnet Systems, Inc. (2012-2023)
- SteelSeries, Inc. (2020-2022), acquired by GN Store Nord A/S in 2022
Education
- Bachelor of Arts, Computer Science, University of California at Berkeley
- Master of Science, Computer Science, New York University
- Veeva Systems Inc. | 2024 Proxy Statement
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Veeva Systems Inc. published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 14:25:15 UTC.