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

  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

  1. 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

  1. Technical product expertise in the software industry, including expertise in product design/management, product development, or product operations.
  2. Experience leading the research and development or commercial (sales/marketing) functions of a life sciences company.
  3. Deep knowledge of and operational experience with Veeva's business; deep knowledge of Veeva's customers.
  4. Experience as CEO or other senior executive in a non-financial role at another public company.
  5. Lead executive or supervisor of the lead executive for a significant business or business unit outside the United States.
  6. Experience founding or growing new businesses; experience in venture capital, capital markets, or acquisitions.
  7. Deep experience with financial statements and accounting; Audit Committee financial expert.
  8. Experience as a director of another public company.
  9. Operational responsibility or board oversight of governance, risk, ESG, or compliance at another public company.
  10. Knowledge of and executive or board experience identifying and managing information security risks.
  11. 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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Disclaimer

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.