DEF 14A 1 nc10024207x1_def14a.htm DEF 14A

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. )

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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.

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

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

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

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.

Page 47

THREE YEARS

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

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.

Page 54

AGAINST

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”).

Veeva Systems Inc. | 2021 Proxy Statement

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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.

Veeva Systems Inc. | 2021 Proxy Statement

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			Page
PROPOSAL ONE: ELECTION OF DIRECTORS			1
WHO WE ARE			1
Board Nominees			2
HOW WE ARE SELECTED, ELECTED, AND EVALUATED			11
Considerations in Evaluating Director Nominees and Board Diversity			11
Board and Committee Evaluations			11
Director On-Boarding and Continuing Education			11
Shareholder Recommendations for Nominations to the Board; Proxy Access			12
HOW WE ARE ORGANIZED			13
Board Leadership Structure			13
Director Independence			13
Board Committees			13
Compensation Committee Interlocks and Insider Participation			15
HOW WE GOVERN AND ARE GOVERNED			16
Overview of Our Corporate Governance Program and Recent Actions			16
Board and Committee Meeting Attendance			17
Corporate Governance Policies			17
Board Oversight of Risk			17
Board’s Role in Human Capital Management			18
Delinquent Section 16(a) Reports			18
Certain Relationships and Related Party Transactions			18
HOW WE ARE PAID			20
Non-Employee Director Compensation Plan			20
Stock Ownership Guidelines			21
HOW YOU CAN COMMUNICATE WITH US			22
OUR COMPANY			23
Overview			23
Fiscal 2021 Highlights			23
Our Executive Officers			24
Our Unique Employment Practices			26
Our Workforce Diversity			27
Our Conversion to a PBC			27
Our Approach to Environmental Sustainability			27
Our Approach to Internal Audit			27
Our Security and Privacy Programs			28
Audit Committee Report			31
Proposal Two: Ratification of the Appointment of Independent Registered Public Accounting Firm			32
Principal Accounting Fees and Services			32
Pre-Approval of Audit and Non-Audit Services			32
OUR PAY			33
Compensation Discussion and Analysis			33
Executive Summary			33
Executive Compensation Philosophy, Objectives, and Components			34
Role of Compensation Committee, Management, and Compensation Consultant			34
Peer Group and Competitive Data			35
Principal Elements of Compensation			35
Other Compensation Information and Policies			38
Tax and Accounting Considerations			39

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			Page
Compensation Committee Report			39
Summary Compensation Table			40
Fiscal 2021 Grants of Plan-Based Awards			41
Outstanding Equity Awards at Fiscal 2021 Year-End			42
Fiscal 2021 Option Exercises and Stock Vested			44
Fiscal 2021 Potential Payments Upon Termination or Change in Control			44
CEO Pay Ratio			44
Equity Compensation Plan Information			45
Proposal Three: Advisory (Non-binding) Vote on Named Executive Officer Compensation			46
Proposal Four: Advisory (Non-binding) Vote on the Frequency of Named Executive Officer Compensation Votes			47
OUR SHAREHOLDERS			48
Security Ownership of Certain Beneficial Owners and Management			48
Proposal Five: Amend and Restate Our Certificate of Incorporation to Permit Shareholders to Call Special Meetings			51
Proposal Six: Shareholder Proposal to Allow Shareholders to Call Special Meetings			54
OUR MEETING			57
Frequently Asked Questions and Answers			57
Annual Meeting			57
Stock Ownership			58
Quorum and Voting			58
Information About the Proxy Materials			63
Additional Information			64
APPENDIX A			A-1
APPENDIX B			B-1

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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 31^st 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

SEC Form DEF 14A filed by Veeva Systems Inc.