DEF 14A of Veeva Systems Inc
Filed May 10, 2023 · FY20230001140361-23-023888
PROPOSAL ONE: ELECTION OF DIRECTORS
PROPOSAL ONE: ELECTION OF DIRECTORS
GOVERNANCE LEADERSHIP
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—life sciences—and its broad goal to improve health and extend lives, and (iii) 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. More recently, we formed a board committee specifically tasked with oversight of cybersecurity risk. Our dual-class structure, adopted at the time of our 2013 initial public offering (“IPO”), automatically sunsets in October of this year. We believe these actions and others position us as a governance leader across many fronts.
WHO WE ARE
WHO WE ARE Our Board may establish the authorized number of directors from time to time by resolution, and eleven 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. Additionally, Paul E. Chamberlain 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 ten director candidates, and the authorized number of directors has been set at ten as of immediately prior to the Annual Meeting. Our Board unanimously recommends a vote “FOR” each of its nominees for director.
Required Vote
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.”
Board Nominees
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 May 10, 2023.
Board Nominees
| Average Director Age | Average Director Tenure | Board Diversity in Gender | Board Diversity in Underrepresented Communities | | 59 years | 5.8 years | 30% | 30% |
Board Nominees
| 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 | | X | | | Years on Board | 1 | 6 | 16 | 4 | 1 | 1 | 1 | 15 | 9 | 3 | | Age | 55 | 61 | 58 | 60 | 56 | 55 | 67 | 58 | 65 | 50 | | Gender | M | M | M | F | F | F | M | M | M | M | | Self-identify as member of an underrepresented community(10) | N | N | Not Specified | N | Y | Y | N | N | Y | N |
Board Nominees
| (1) Technical product expertise in the software industry, including expertise in product design/management, product development, or product operations. |
Board Nominees
| (2) Experience leading the research and development or commercial (sales/marketing) functions of a life sciences company. |
Board Nominees
| (3) Deep knowledge and operational experience with Veeva’s business; deep knowledge of Veeva’s customers. |
Board Nominees
| (4) Experience as CEO or other senior executive in a non-financial role at another public company. |
Board Nominees
| (5) Lead executive or supervisor of the lead executive for a significant business or business unit outside the United States. |
Board Nominees
| (6) Experience founding or growing new businesses; experience in venture capital, capital markets, or acquisitions. |
Board Nominees
| (7) Deep experience with financial statements and accounting; Audit Committee financial expert. |
Board Nominees
| (8) Experience as a director of another public company. |
Board Nominees
| (9) Operational responsibility or board oversight of governance, risk, ESG, cybersecurity, or compliance at another public company. |
Board Nominees
| (10) 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. |
Board Nominees
We next describe individual biographical and qualification information about each nominee. There are no family relationships among any of our directors or executive officers.
Board Nominees
| Tim Cabral Age: 55 Director since 2022 Committees None | Qualifications • Deep knowledge of Veeva as former Chief Financial Officer • Experience as an executive and business leader in the life sciences and technology industries • Public company board expertise and financial expertise Career Experience • 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 |
Board Nominees
| Mark Carges Age: 61 Director since 2017 Independent Director Committees Compensation Cybersecurity (Chair) | 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–present) (Public) • Magnet Systems, Inc. (2012–present) • Phase One A/S (2019–present) • 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 |
Board Nominees
| Peter P. Gassner Age: 58 Director since 2007 Committees None | Qualifications • Deep knowledge of Veeva as co-founder and Chief Executive Officer • Software and platform technologist • Expertise within the software industry Career Experience • 2007–present: Co-founder and Chief Executive Officer, 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 |
Board Nominees
| Mary Lynne Hedley Age: 60 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 Scientific Fellow and strategic advisor, Broad Institute of MIT and Harvard, 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 Chief Executive Officer of ZYCOS, Inc., a biotechnology company acquired by MGI PHARMA, Inc. in 2004 Selected Board Experience • Eli Lilly and Company (2022–present) (Public) • Helsinn Healthcare SA (2021–present) • Centessa Pharmaceuticals plc (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 |
Board Nominees
| Priscilla Hung Age: 56 Director since 2022 Independent Director Committees Audit | Qualifications • Leadership experience within the software industry • Business development expertise • Public company board expertise Career Experience • 2005–present: various leadership and executive roles, including President and Chief Operating Officer since 2017 and Chief Administrative Officer and SVP, Corporate Development from 2014 to 2017 at Guidewire Software, Inc., a provider of cloud-based software for the P&C insurance industry • 2000–2005: various leadership roles, including Director of Operations, Supplier Network Business Unit, and Director, Global Alliances at Ariba Technologies Inc., a software company, acquired by the German software developer SAP SE in 2012 • 1996–2000: various leadership roles, including Global OEM Channel Manager of the Midrange Products Division at Sun Microsystems, Inc., a manufacturer of computer workstations, servers, and software, acquired by Oracle Corporation in 2010 • 1989–1996: various leadership roles, including Channel Manager of the Minicomputer Products Division at Oracle Corporation Selected Board Experience • Vonage Holdings Corp. (2019–2022), acquired by Telefonaktiebolaget LM Ericsson (publ) in 2022 Education • Master of Engineering, Industrial Engineering and Operations Research, Cornell University • Bachelor of Arts, Computer Science, Mills College |
Board Nominees
| Tina Hunt Age: 55 Director since 2022 Independent Director Committees Audit (effective June 1, 2023) | Qualifications • Business and operations executive experience within the software and life sciences industries • Global and enterprise leadership expertise • Life sciences R&D, ESG, and cybersecurity expertise Career Experience • 2006–present: various leadership and executive roles, including EVP, Strategy, Sector Development and Global Operations since 2023, and EVP, General Manager, Point of Care Diagnostics and Worldwide Operations from 2020 to 2022 at IDEXX Laboratories, Inc., a global leader in veterinary diagnostics and pet healthcare innovation • 1996–2006: various leadership and executive roles, including VP at Woodard & Curran Inc., a consulting firm focused on water and environmental projects • 1989–1990: Sales Executive, Hindustan Computers, an Indian multinational information technology services and consulting company Education • Bachelor of Engineering, Civil Engineering, Panjab Engineering College • Master of Science, Environmental Engineering, Purdue University • Doctor of Philosophy, Environmental Engineering, Purdue University • Master of Business Administration, University of Southern Maine |
Board Nominees
| Marshall Mohr Age: 67 Director since 2022 Independent Director Financial Expert Committees Audit (Chair) Cybersecurity | Qualifications • Leadership experience within the healthcare, technology and financial services industries • Public company board expertise • Financial expertise Career Experience • 2006–present: various leadership and executive roles, including EVP, Global Business Services since 2021, and EVP and Chief Financial Officer from 2006 to 2021 at Intuitive Surgical Inc., a provider of surgical robotics • 2003–2006: VP and Chief Financial Officer, Adaptec, Inc., a computer storage company • 1981–2003: Managing Partner of the West Region Technology Industry Group, PricewaterhouseCoopers LLP, a provider of accounting, audit, and tax advisory services Selected Board Experience • Pacific Biosciences of California, Inc. (2012–present) (Public) • Plantronics, Inc. (2005–2022), acquired by HP Inc. in 2022 • Atheros Communications, Inc. (2003–2011) (Public), acquired by Qualcomm, Inc. in 2011 Education • Bachelor of Business Administration, Accounting and Finance, Western Michigan University |
Board Nominees
| Gordon Ritter Age: 58 Director since 2008 Chair 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 Chief Executive Officer, 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 acquired by IBM in 1999 • 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 |
Board Nominees
| Paul Sekhri Age: 65 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 • Public company board expertise Career Experience • 2022–present: President and Chief Executive Officer, vTv Therapeutics Inc., a clinical stage biopharmaceutical company • 2019–2022: President and Chief Executive Officer, eGenesis, Inc., a biotechnology company focused on transplantation • 2015–2019: President and Chief Executive Officer, 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 Chief Executive Officer, Cerimon Pharmaceuticals, Inc., a pharmaceutical company Selected Board Experience • vTv Therapeutics Inc. (2022–present) (Public) • Axcella Health Inc. (2022–2023) (Public) • Oryn Therapeutics (2022–2023) • Spring Discovery, Inc. (2021–present) • Longboard Pharmaceuticals (2020–present) (Public) • eGenesis, Inc. (2019–present) • Ipsen S.A. (2018–2023) (Public) • Compugen Ltd. (2017–present) (Public) • Pharming Group N.V. (2015–present) (Public) • BiomX, Inc. (2020–2022) (Public) • Alpine Immune Sciences, Inc. (2017–2020) (Public) Education • Bachelor of Science, Zoology, University of Maryland • Post-graduate studies, clinical anatomy and neuroscience, University of Maryland, School of Medicine |
Board Nominees
| Matthew J. Wallach Age: 50 Director since 2020 Independent Director 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 |
HOW WE ARE SELECTED, ELECTED, AND EVALUATED
HOW WE ARE SELECTED, ELECTED, AND EVALUATED
Considerations in Evaluating Director Nominees and Board Diversity
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 diversity of thought, experience, expertise, and perspectives, including diversity with respect to gender and underrepresented community status. We have taken this aim seriously and we believe we have been successful in establishing a Board that includes diversity across a number of key fronts, including gender and underrepresented community status. When evaluating candidates for nomination as new directors, we value and consider the diversity traits of such candidates, but we do not require any particular diversity traits for a candidate or slate of candidates to be considered for nomination. We consider director candidates identified by third-party search firms as well as through recommendations by existing directors and officers.
Board and Committee Meeting Attendance
Board and Committee Meeting Attendance Our Board met five times during fiscal 2023. 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 2023. 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, ten of our directors attended our 2022 annual meeting of shareholders. The membership of each standing committee and number of meetings held during fiscal 2023 are identified in the table below.
Board and Committee Meeting Attendance
| Name | Audit | Compensation | Governance | Cybersecurity* | | Peter P. Gassner | | | | | | Timothy S. Cabral | | | | | | Mark Carges** | | ✔ | | Chair | | Paul E. Chamberlain | ✔ | | | | | Ronald E.F. Codd*** | Chair | ✔ | | | | Mary Lynne Hedley | | | Chair | | | Priscilla Hung**** | ✔ | | | | | Tina Hunt***** | ✔ | | | | | Marshall Mohr****** | Chair | | | ✔ | | Gordon Ritter | | Chair | | | | Paul Sekhri | | | ✔ | | | Matthew J. Wallach | | | | | | Number of meetings held during fiscal 2023 | 10 | 5 | 4 | 2 |
Board and Committee Meeting Attendance
| * The Cybersecurity Committee was formed on June 9, 2022 and held its first meeting in September 2022. |
Board and Committee Meeting Attendance
| ** Mr. Carges ceased being a member of the Audit Committee and became Chair of the Cybersecurity Committee on June 9, 2022. |
Board and Committee Meeting Attendance
| *** Mr. Codd did not stand for re-election at the 2022 annual meeting and ceased being a director on June 9, 2022. |
Board and Committee Meeting Attendance
| **** Ms. Hung joined the Audit Committee on June 9, 2022. |
Board and Committee Meeting Attendance
| ***** Dr. Hunt is expected to join the Audit Committee effective June 1, 2023. |
Board and Committee Meeting Attendance
| ****** Mr. Mohr became Chair of the Audit Committee and a member of the Cybersecurity Committee on June 9, 2022. |
Non-Employee Director Compensation Plan
Non-Employee Director Compensation Plan Each non-employee member of the Board receives an annual cash retainer of $50,000, paid in arrears in quarterly installments. Non-employee members of the Board also receive grants of RSUs under our 2013 Equity Incentive Plan, as amended and restated, 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 the annual meeting, each non-employee director who is serving on the Board as of such date will be issued RSUs valued at $225,000 of our Class A common stock. In addition, the non-executive chair or lead independent director will receive an additional issuance of RSUs valued at $40,000 of our Class A common stock. Non-employee members of the Board’s committees are granted additional RSUs as follows.
Non-Employee Director Compensation Plan
| • | Audit Committee |
Non-Employee Director Compensation Plan
| • | Members: RSUs valued at $20,000 |
Non-Employee Director Compensation Plan
| • | Chair: RSUs valued at $40,000 |
Non-Employee Director Compensation Plan
| • | Compensation Committee |
Non-Employee Director Compensation Plan
| • | Members: RSUs valued at $10,000 |
Non-Employee Director Compensation Plan
| • | Chair: RSUs valued at $20,000 |
Non-Employee Director Compensation Plan
| • | Cybersecurity Committee |
Non-Employee Director Compensation Plan
| • | Members: RSUs valued at $10,000 |
Non-Employee Director Compensation Plan
| • | Chair: RSUs valued at $20,000 |
Non-Employee Director Compensation Plan
| • | Nominating and Governance Committee |
Non-Employee Director Compensation Plan
| • | Members: RSUs valued at $10,000 |
Non-Employee Director Compensation Plan
| • | Chair: RSUs valued at $20,000 |
Non-Employee Director Compensation Plan
New directors and new committee members will receive cash and equity compensation on a pro-rated basis to coincide with our annual director compensation period, which begins in the month of our annual meeting of shareholders. We also have a policy of paying for regulatory filing fees related to ownership of Veeva stock and reimbursing directors for their reasonable out-of-pocket expenses incurred in attending Board and committee meetings.
Director Compensation
Director Compensation The following table sets forth information about the compensation of the non-employee members of our Board who served as a director during fiscal 2023. Other than as set forth in the table and described more fully below, during fiscal 2023, we did not pay any fees to, make any equity awards or non-equity awards to, or pay any other compensation to the non-employee members of our Board for service as a director. Mr. Gassner, our Chief Executive Officer, receives no compensation for his service as a director and, therefore, is not included in the table below.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation | Total ($) | | Timothy S. Cabral | 54,167 | 225,088 | — | 279,255 | | Mark Carges | 50,000 | 255,125 | — | 305,125 | | Paul E. Chamberlain (3) | 50,000 | 245,175 | — | 295,175 | | Ronald E.F. Codd (4) | 20,833 | — | — | 20,833 | | Mary Lynne Hedley | 50,000 | 245,175 | — | 295,175 | | Priscilla Hung | 54,167 | 245,175 | — | 299,342 | | Tina Hunt | 54,167 | 225,088 | — | 279,255 | | Marshall L. Mohr | 54,167 | 275,024 | — | 329,191 | | Gordon Ritter | 50,000 | 285,162 | — | 335,162 | | Paul Sekhri | 50,000 | 235,038 | — | 285,038 | | Matthew J. Wallach | 50,000 | 225,088 (5) | — | 275,088 |
Director Compensation
| (1) Represents the annual cash retainers paid to each director. |
Director Compensation
| (2) Represents the aggregate grant date fair value of RSUs granted to the director during fiscal 2023, computed in accordance with FASB ASC Topic No. 718. See notes 1 and 12 of the notes to our consolidated financial statements included in our annual report on Form 10-K filed on March 30, 2023 for a discussion of the assumptions made by us in determining the grant date fair values of our equity awards. As of January 31, 2023, 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. Cabral — 599; Mr. Carges — 679; Mr. Chamberlain — 653; Mr. Codd — 0; Dr. Hedley — 653; Ms. Hung — 653; Dr. Hunt — 599; Mr. Mohr — 732; Mr. Ritter — 759; Mr. Sekhri — 626; and Mr. Wallach — 599. |
Director Compensation
| (3) On March 6, 2023, Mr. Chamberlain informed the Board of his intention to retire from his role as a director on the Board, effective immediately prior to the Annual Meeting. |
Director Compensation
| (4) Mr. Codd did not stand for re-election at the 2022 annual meeting and ceased being a director on June 9, 2022. |
Director Compensation
| (5) As of January 31, 2023, Mr. Wallach also held an outstanding option to purchase 20,000 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 of the outstanding options held by Mr. Wallach from three months post-termination to the earlier of (i) March 8, 2023 or (ii) the date on which the option would expire pursuant to its original term. |
Executive Summary
Executive Summary As further detailed in the table below, four primary components made up our executive compensation program in fiscal 2023: base salary, short-term equity incentives (a “stock bonus”) in the form of an annual restricted stock unit (“RSU”) grant, long-term equity incentives in the form of annual grants of stock options, and a one-time special equity retention grant of RSUs and stock options.
Executive Summary
| Compensation Element | Description | Purpose | | Base Salary | • All executive officers make the same base salary, which was paid at a rate of $350,000/year from February 1, 2023 through March 31, 2023 and $400,000/year for the remainder of fiscal 2023 • None of our executive officers is eligible to receive a short-term cash incentive bonus or other form of variable cash-based compensation | • Compensates 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 | | Annual “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 200% 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 • Excluding our CEO, 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 | | Annual 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 3.0 to 5.0 depending on executive officer’s role • Stock options are granted annually and vest annually over four years • Excluding our CEO, 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 |
Executive Summary
| Compensation Element | Description | Purpose | | Fiscal 2023 Special Equity Retention Grant | • One-time awards of RSUs ranging from 7,500 to 15,000 shares of Class A common stock and stock options ranging from 15,000 to 30,000 shares of Class A common stock • No vesting prior to April 1, 2026 for most executive officers (the “Four-Year Cliff”), or October 1, 2027 in the case of one NEO • Excluding our CEO, all executive officers received special long-term equity incentive grants in fiscal 2023 | • Strong retention tool in a competitive market to protect leadership continuity for the long-term • Four-Year Cliff incentivizes executive officers to remain at Veeva and continue to create value and drive execution over an extended period • The stock option element further aligns the option holder’s interest closely with those of our shareholders |
Executive Summary
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. Accordingly, our CEO did not receive an additional equity grant in fiscal 2022. Effective April 1, 2023, the annual base salary for all of our NEOs is $425,000. Also effective April 1, 2023, our Compensation Committee approved target stock bonuses for our NEOs (other than our CEO) that range from 200% to 350% and an option factor of 4.0. Our CEO has not received and is not expected to receive an additional equity grant in fiscal 2024. Our Board and Compensation Committee believe our compensation programs are effective at incentivizing and retaining our senior executives and closely aligning the interests of our senior management team with those of our shareholders.
Executive Compensation Philosophy, Objectives, and Components
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 2023, 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, long-term equity incentives in the form of annual grants of stock options, and a one-time special equity retention grant of RSUs and stock options.
Role of Compensation Committee, Management, and Compensation Consultant
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 say-when-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 “How We are Organized—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 2023, our Compensation Committee again engaged Compensia to assist it in its decision-making process by 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
Peer Group and Competitive Data With respect to fiscal 2023 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 2023 and no changes were made to our peer group from fiscal 2022. The peer group consisted of publicly traded software and software services companies that generally had revenues between approximately $500 million and $5 billion, generally experienced high year-over-year revenue growth, and/or had a market capitalization between $12 billion and $200 billion. Our Compensation Committee considered the peer group’s compensation practices data for compensation decisions during and with respect to fiscal 2023. The peer group consisted of the following companies, which our Compensation Committee determined are appropriate:
Peer Group and Competitive Data
| ANSYS | Autodesk | CrowdStrike Holdings | Datadog | | DocuSign | Fortinet | Okta | Palo Alto Networks | | Paycom Software | RingCentral | ServiceNow | Splunk | | SS&C Technologies Holdings | Twilio | Tyler Technologies | Workday | | Zendesk | Zoom | | |
Principal Elements of Compensation
Principal Elements of Compensation The compensation of our NEOs for fiscal 2023 consisted of (i) base salary, (ii) with respect to NEOs other than our CEO, new equity awards granted during fiscal 2023, 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. Since our IPO, Veeva has maintained a largely flat annual base salary structure for our executive officers. During fiscal 2023, the annual base salary of all of our NEOs was $350,000/year from February 1 through March 31 and $400,000/year for the remainder of fiscal 2023. The base salary is reflected in the Summary Compensation Table below. 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 2023 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 was paid a cash incentive bonus for fiscal 2023. 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 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. We also believe that our practice of making annual equity grants mitigates, to some degree, the impact of stock price volatility, which we have recently experienced. In fiscal 2023, in light of a competitive environment for executive talent and compensation, we also granted our executive officers, except for our CEO, a one-time special equity retention grant of RSUs and stock options. These grants, in the case of most of our executive officers, will vest on April 1, 2026, subject to continued service by such executive officers. We believe that the composition of these grants and the vesting schedule protect leadership continuity and incentivizes long-term value creation. Under our executive compensation program implemented in fiscal 2020, applicable to all executive officers except for our CEO, we grant an annual “stock bonus,” or short-term equity incentive in the form of an annual RSU grant, and annual long-term equity incentives in the form of stock options. Annual Stock Bonus Grants. The structure and purpose of our stock bonus program is described in the Executive Summary above. In fiscal 2023, based on the methodology described in the Executive Summary above, each of Ms. Zuppas and Messrs. Bowman, Faddis, and Schwenger received an RSU grant of 5,295, 4,706, 4,706, and 7,059 RSUs, respectively, that vest quarterly over a one-year period. Annual Stock Option Grants. The structure and purpose of our stock option program is described in the Executive Summary above. In fiscal 2023, based on the methodology described in the Executive Summary above, each of Ms. Zuppas and Messrs. Bowman, Faddis, and Schwenger received a stock option grant to purchase 21,180, 18,824, 18,824, and 35,295 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 $207.48, the closing market price on the date of grant. Fiscal 2023 Special Equity Retention Grants. The structure and purpose of our fiscal 2023 special equity retention program is described in the Executive Summary above. In fiscal 2023, in addition to the annual grants described above, each of Ms. Zuppas and Messrs. Bowman, Faddis, and Schwenger received a one-time RSU grant of 7,500, 10,000, 7,500, and 15,000 shares of our Class A common stock, respectively, as well as a one-time stock option grant to purchase 15,000, 20,000, 15,000, and 30,000 shares of our Class A common stock, respectively. One hundred percent of the special equity retention grants awarded to Ms. Zuppas and Messrs. Bowman and Faddis will vest on April 1, 2026 and one hundred percent of the special equity retention grants awarded to Mr. Schwenger will vest on October 1, 2027, all subject to continued service. The stock option grants that are a part of the fiscal 2023 special equity retention program have an exercise price equal to $207.48, 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:
Principal Elements of Compensation
| 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 |
Principal Elements of Compensation
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 $2,000 per year. Such matching contributions are immediately and fully vested. Severance and Change in Control Benefits. None of our NEOs is currently eligible for any severance or change in control-related benefits.
Accounting Treatment
Accounting Treatment We account for stock compensation in accordance with ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including stock options and RSUs, over the period during which the award recipient is required to perform services in exchange for the award. We estimate the fair value of stock options granted using either a Monte Carlo simulation for market condition awards or the Black-Scholes option-valuation model. This calculation is performed for accounting purposes and reported in the compensation tables below.
Summary Compensation Table
Summary Compensation Table The following table provides information concerning the compensation paid to our NEOs for fiscal 2023, as well as for our prior two fiscal years.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Total ($) | | Peter P. Gassner Chief Executive Officer | 2023 | 391,667 | — | — | 391,667 | | | 2022 | 350,000 | — | — | 350,000 | | | 2021 | 345,833 | — | — | 345,833 | | Brent Bowman Chief Financial Officer | 2023 | 391,667 | 3,051,201 | 3,473,491 | 6,916,359 | | | 2022 | 350,000 | 601,288 | 944,082 | 1,895,370 | | | 2021 | 226,827 | 353,932 | 1,944,329 | 2,525,088 | | Josh Faddis Senior Vice President, General Counsel and Corporate Secretary | 2023 | 391,667 | 2,532,501 | 3,017,065 | 5,941,233 | | | 2022 | 350,000 | 642,661 | 1,104,354 | 2,097,015 | | | 2021 | 345,833 | 93,739 | — | 439,572 | | Thomas D. Schwenger President and Chief Operating Officer | 2023 | 391,667 | 4,576,801 | 5,828,157 | 10,796,625 | | | 2022 | 350,000 | 1,202,575 | 2,360,205 | 3,912,780 | | | 2021 | 345,833 | — | — | 345,833 | | E. Nitsa Zuppas Chief Marketing Officer | 2023 | 391,667 | 2,654,707 | 3,223,302 | 6,269,676 | | | 2022 | 350,000 | 802,636 | 1,417,796 | 2,570,432 | | | 2021 | 345,833 | 701,304 | 1,253,693 | 2,300,830 |
Summary Compensation Table
| (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 notes 1 and 12 of the notes to our consolidated financial statements included in our annual report on Form 10-K filed on March 30, 2023 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. |
Fiscal 2023 Grants of Plan-Based Awards
Fiscal 2023 Grants of Plan-Based Awards The following table provides information concerning grants of plan-based awards to our NEOs during fiscal 2023.
Fiscal 2023 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 | 4/6/2022 | — | 18,824 (2) | 207.48 | 1,647,789 | | | 4/6/2022 | — | 20,000 (3) | 207.48 | 1,825,702 | | | 4/6/2022 | 4,706 (4) | — | — | 976,401 | | | 4/6/2022 | 10,000 (5) | — | — | 2,074,800 | | Josh Faddis | 4/6/2022 | — | 18,824 (2) | 207.48 | 1,647,789 | | | 4/6/2022 | — | 15,000 (3) | 207.48 | 1,369,277 | | | 4/6/2022 | 4,706 (4) | — | — | 976,401 | | | 4/6/2022 | 7,500 (5) | — | — | 1,556,100 | | Thomas D. Schwenger | 4/6/2022 | — | 35,295 (2) | 207.48 | 3,089,604 | | | 4/6/2022 | — | 30,000 (6) | 207.48 | 2,738,553 | | | 4/6/2022 | 7,059 (4) | — | — | 1,464,601 | | | 4/6/2022 | 15,000 (7) | — | — | 3,112,200 | | E. Nitsa Zuppas | 4/6/2022 | — | 21,180 (2) | 207.48 | 1,854,025 | | | 4/6/2022 | — | 15,000 (3) | 207.48 | 1,369,277 | | | 4/6/2022 | 5,295 (4) | — | — | 1,098,607 | | | 4/6/2022 | 7,500 (5) | — | — | 1,556,100 |
Fiscal 2023 Grants of Plan-Based Awards
| (1) The amounts reported represent the aggregate grant date fair value of RSUs and options to purchase shares of our Class A common stock, computed in accordance with FASB ASC Topic No. 718. See notes 1 and 12 of the notes to our consolidated financial statements included in our annual report on Form 10-K, filed on March 30, 2023, 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. |
Fiscal 2023 Grants of Plan-Based Awards
| (2) The stock options vest over four years, with 25% of the shares vesting on April 1, 2023, and 25% of the total shares vesting equally on a yearly basis thereafter, subject to continued service to Veeva. |
Fiscal 2023 Grants of Plan-Based Awards
| (3) 100% of the stock options vest on April 1, 2026, subject to continued service to Veeva. |
Fiscal 2023 Grants of Plan-Based Awards
| (4) The RSUs vest quarterly over one year, with 25% vesting per quarter, following the vesting commencement date of April 1, 2022, subject to continued service to Veeva. |
Fiscal 2023 Grants of Plan-Based Awards
| (5) 100% of the RSUs vest on April 1, 2026, subject to continued service to Veeva. |
Fiscal 2023 Grants of Plan-Based Awards
| (6) 100% of the stock options vest on October 1, 2027, subject to continued service to Veeva. |
Fiscal 2023 Grants of Plan-Based Awards
| (7) 100% of the RSUs vest on October 1, 2027, subject to continued service to Veeva. |
Outstanding Equity Awards at Fiscal 2023 Year-End
Outstanding Equity Awards at Fiscal 2023 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, 2023. The vesting schedule applicable to each outstanding award is described in the footnotes to the table below.
Outstanding Equity Awards at Fiscal 2023 Year-End
| | | 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 | 1,404,458 (2) | — | 3.92 | 3/9/2023 | — | — | | | 1/10/2018 | 1,241,902 | 887,073 (3) | 60.00 | 1/9/2028 | — | — | | | 1/10/2018 | 103,492 | 73,923 (4) | 60.00 | 1/9/2028 | — | — | | | 1/10/2018 | 103,492 | 73,923 (5) | 60.00 | 1/9/2028 | — | — | | | 1/10/2018 | 103,492 | 73,923 (6) | 60.00 | 1/9/2028 | — | — | | | 1/10/2018 | 103,492 | 73,923 (7) | 60.00 | 1/9/2028 | — | — | | Brent Bowman | 7/13/2020 | 8,000 | 12,000 (8) | 240.77 | 7/12/2030 | — | — | | | 4/15/2021 | 2,180 | 6,540 (9) | 275.82 | 4/14/2031 | — | — | | | 4/6/2022 | — | 18,824 (10) | 207.48 | 4/5/2032 | — | — | | | 4/6/2022 | — | 20,000 (11) | 207.48 | 4/5/2032 | — | — | | | 4/6/2022 | — | — | — | — | 1,176 (12) | 200,567 | | | 4/6/2022 | — | — | — | — | 10,000 (13) | 1,705,500 | | Josh Faddis | 4/15/2021 | 2,550 | 7,650 (9) | 275.82 | 4/14/2031 | — | — | | | 4/6/2022 | — | 18,824 (10) | 207.48 | 4/5/2032 | — | — | | | 4/6/2022 | — | 15,000 (11) | 207.48 | 4/5/2032 | — | — | | | 4/6/2022 | — | — | — | — | 1,176 (12) | 200,567 | | | 4/6/2022 | — | — | — | — | 7,500 (13) | 1,279,125 | | Thomas D. Schwenger | 10/4/2019 | 52,500 | 17,500 (14) | 154.00 | 10/3/2029 | — | — | | | 4/15/2021 | 5,450 | 16,350 (9) | 275.82 | 4/10/2029 | — | — | | | 4/6/2022 | — | 35,295 (10) | 207.48 | 4/5/2032 | — | — | | | 4/6/2022 | — | 30,000 (15) | 207.48 | 4/5/2032 | — | — | | | 9/18/2019 | — | — | — | — | 2,500 (16) | 426,375 | | | 4/6/2022 | — | — | — | — | 1,765 (12) | 301,021 | | | 4/6/2022 | — | — | — | — | 15,000 (17) | 2,558,250 | | E. Nitsa Zuppas | 4/11/2019 | 15,200 | 5,250 (18) | 135.49 | 4/10/2029 | — | — | | | 4/14/2020 | 9,090 | 9,090 (19) | 173.59 | 4/13/2030 | — | — | | | 4/15/2021 | 3,274 | 9,821 (8) | 275.82 | 4/14/2031 | — | — | | | 4/6/2022 | — | 21,180 (10) | 207.48 | 4/5/2032 | — | — | | | 4/6/2022 | — | 15,000 (11) | 207.48 | 4/5/2032 | — | — | | | 4/6/2022 | — | — | — | — | 1,324 (12) | 225,808 | | | 4/6/2022 | — | — | — | — | 7,500 (13) | 1,279,125 |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (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 2023, which was $170.55 on January 31, 2023 (the last trading day of fiscal 2023). |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (2) 100% of the stock options were exercised by Mr. Gassner on February 7, 2023. Immediately following this exercise, all underlying shares of Class B common stock were converted to Class A common stock, which was sold pursuant to a 10b5-1 trading plan adopted by Mr. Gassner, as contemplated on our current report on Form 8-K filed with the SEC on September 26, 2022. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (3) 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. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (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 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. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (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 $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. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (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 $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. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (7) 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. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (8) The stock options vest over five years, with 20% of the shares vesting on July 1, 2021, and 20% of the total shares vesting equally on a yearly basis thereafter, subject to Mr. Bowman’s continued service to Veeva. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (9) The stock options vest over four years, with 25% of the shares vesting on April 1, 2022, and 25% of the total shares vesting equally on a yearly basis thereafter, subject to continued service to Veeva. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (10) The stock options vest over four years, with 25% of the shares vesting on April 1, 2023, and 25% of the total shares vesting equally on a yearly basis thereafter, subject to continued service to Veeva. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (11) 100% of the stock options vest on April 1, 2026. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (12) The RSUs vest quarterly over one year, with 25% vesting per quarter following the vesting commencement date of April 1, 2022. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (13) 100% of the RSUs vest on April 1, 2026. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (14) The stock options vest over four years, with 25% of the shares vesting on October 1, 2020, and 25% of the total shares vesting equally on a yearly basis thereafter, subject to Mr. Schwenger’s continued service to Veeva. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (15) 100% of the stock options vest on October 1, 2027. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (16) The RSUs vest over four years, with 25% vesting annually following the vesting commencement date of October 1, 2019, subject to Mr. Schwenger’s continued service to Veeva. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (17) 100% of the RSUs vest on October 1, 2027. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (18) The stock options vest over four years, with 25% of the shares vesting on April 1, 2020, and 25% of the total shares vesting equally on a yearly basis thereafter, subject to Ms. Zuppas’ continued service to Veeva. |
Outstanding Equity Awards at Fiscal 2023 Year-End
| (19) The stock options vest over four years, with 25% of the shares vesting on April 1, 2021, and 25% of the total shares vesting equally on a yearly basis thereafter, subject to Ms. Zuppas’ continued service to Veeva. |
Fiscal 2023 Option Exercises and Stock Vested
Fiscal 2023 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 2023.
Fiscal 2023 Option Exercises and Stock Vested
| | 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 | 1,928,875 | 307,678,908 | — | — | | Brent Bowman | — | — | 4,075 | 742,215 | | Josh Faddis | 6,667 | 1,398,222 | 4,166 | 761,940 | | Thomas D. Schwenger | — | — | 8,884 | 1,584,410 | | E. Nitsa Zuppas | — | — | 4,698 | 859,633 |
Fiscal 2023 Option Exercises and Stock Vested
| (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. |
Fiscal 2023 Option Exercises and Stock Vested
| (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 2023 Potential Payments Upon Termination or Change in Control
Fiscal 2023 Potential Payments Upon Termination or Change in Control We have entered into offer letters with each of our NEOs, none of which provides a right to receive severance in the event of a termination of their employment. In addition, none of our NEOs is currently eligible for any change-in-control-related benefits.
CEO Pay Ratio
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 uses 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. For purposes of identifying our current “median employee,” we used our worldwide employee population as of November 1, 2022, which consisted of 6,833 part-time and full-time employees, of which 3,611 employees were employed in the United States and 3,222 employees were employed outside of the United States. To identify the median employee, we used the following methodology and consistently applied material assumptions, adjustments, and estimates:
CEO Pay Ratio
| • | 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, 2022; |
CEO Pay Ratio
(2) variable compensation during the 12 months ended October 31, 2022, if applicable; (3) grant date fair value of equity awards granted during the 12 months ended October 31, 2022; and (4) Veeva’s matching contributions to each employee’s 401(k) tax-deferred savings plan or registered retirement savings plan account.
CEO Pay Ratio
| • | We used the exchange rate based on a 12-month average as of November 1, 2022 to convert each non-U.S. employee’s cash compensation to U.S. dollars. |
CEO Pay Ratio
| • | 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. |
CEO Pay Ratio
We calculated the annual total compensation for fiscal 2023 for such employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table above. For fiscal 2023, the annual total compensation for Mr. Gassner and our median employee were $391,667 and $163,572, respectively. Accordingly, the resulting ratio of the two amounts is approximately 2.4:1.
Pay Versus Performance
Pay Versus Performance
Pay Versus Performance Table
Pay Versus Performance Table The following table sets forth the pay versus performance disclosures required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, for each of the last three completed fiscal years. Because of the emphasis our executive compensation program places on equity compensation, as discussed in “Our Pay—Compensation Discussion and Analysis,” there may be large increases or decreases in the calculation of “compensation actually paid” to our CEO and NEOs on a year-to-year basis due to fluctuations in our stock price. This disclosure has been prepared in accordance with Item 402(v) of Regulation S-K and does not necessarily reflect value actually realized by our CEO or NEOs. All values are presented in thousands, except for total shareholder return (“TSR”) data.
Pay Versus Performance Table
| Fiscal Year | Summary Compensation Table Total for CEO ($) (1) | Compensation Actually Paid to CEO ($) (2) | Average Summary Compensation Table Total for Non-CEO NEOs ($) (3) | Average Compensation Actually Paid to Non-CEO NEOs ($) (2) | Value of Initial Fixed $100 Investment Based on: (4) | | Net Income ($) (6) | | | | | | | Company Total Shareholder Return | Peer Group Total Shareholder Return (5) | | | 2023 | 392 | (93,746) | 7,481 | 4,738 | 116.33 | 118.53 | 487,706 | | 2022 | 350 | (57,913) | 2,768 | 1,330 | 161.34 | 145.90 | 427,390 | | 2021 | 346 | 326,077 | 2,460 | 4,104 | 188.55 | 131.76 | 379,998 |
Pay Versus Performance Table
| (1) Our principal executive officer (PEO) for all covered fiscal years was our CEO, Mr. Gassner, and we have referred to him as our CEO throughout this disclosure. |
Pay Versus Performance Table
| (2) We have made adjustments to the Summary Compensation Table (“SCT”) totals—as prescribed by Item 402(v) of Regulation S-K—to calculate the amounts disclosed above as “compensation actually paid.” These adjustments are disclosed in the tables following footnote (6) below under the caption, “Footnote (2) continued: Adjustments to Determine Compensation Actually Paid.” |
Pay Versus Performance Table
| (3) Our non-CEO NEOs for the fiscal year ended January 31, 2021 (fiscal 2021) were Ms. Zuppas and Messrs. Bowman, Tim Cabral, Alan Mateo, and Frederic Lequient, our former Senior Vice President, Global Customer Services. Our non-CEO NEOs for the fiscal year ended January 31, 2022 (fiscal 2022) were Messrs. Bowman, Lequient, Mateo, and Schwenger. Our non-CEO NEOs for the fiscal year ended January 31, 2023 (fiscal 2023) were Ms. Zuppas and Messrs. Bowman, Faddis, and Schwenger. |
Pay Versus Performance Table
| (4) Assumes $100 invested on January 31, 2020 in stock or index, including reinvestment of dividends. |
Pay Versus Performance Table
| (5) Our peer group is comprised of the S&P 1500 Application Software Index, as disclosed in our annual report pursuant to §229.201(e)(1)(ii) of Regulation S-K. |
Pay Versus Performance Table
| (6) While our executive compensation program rewards individual and company performance via short-term and long-term equity incentive programs, we do not currently link the compensation actually paid to our NEOs to any company financial performance measure other than our stock price. We believe that both our annual stock bonus in the form of RSU awards and our annual long-term equity incentives in the form of stock options effectively emphasize an ownership culture and reward our executives for performance and value creation. Hence, we have not included an additional column for a Company-Selected Measure (as defined under §229.201(v)(2)(vi) of Regulation S-K) in this table because guidance issued under the pay versus performance rules states that stock price cannot be a “Company-Selected Measure” unless it is a performance metric in an incentive plan. See “Our Pay—Compensation Discussion and Analysis” for information about our compensation philosophy. |
Footnote (2) Continued: Adjustments to Determine Compensation Actually Paid
Footnote (2) Continued: Adjustments to Determine Compensation Actually Paid The following tables disclose adjustments to the SCT totals to calculate the amount disclosed above as “compensation actually paid” for each covered fiscal year. The assumptions used for determining the fair values shown in these tables are materially consistent with those used to determine the fair values disclosed as of the grant date of such awards.
Footnote (2) Continued: Adjustments to Determine Compensation Actually Paid
| Compensation Actually Paid - Fiscal 2023 | | | | Adjustment Components | CEO ($) | Average of Non-CEO NEOs ($) | | SCT total for fiscal 2023 | 391,667 | 7,480,973 | | Deduction for fair value of all equity awards reported in the SCT for fiscal 2023 | — | (7,089,306) | | Increase for year-end fair value of all equity awards granted during fiscal 2023 that were unvested and outstanding as of the end of fiscal 2023 | — | 4,760,885 | | Increase for fair value as of the vesting date of all equity awards granted during fiscal 2023 that also vested during fiscal 2023 | — | 721,524 | | Increase or deduction, as applicable, for the change in fair value as of the end of fiscal 2023 (from the end of fiscal 2022) of all equity awards granted in prior fiscal years that were unvested and outstanding as of the end of fiscal 2023 | (71,790,396) | (801,651) | | Increase or deduction, as applicable, for the change in fair value as of the vesting date (from the end of fiscal 2022) of all equity awards granted in prior fiscal years that vested during fiscal 2023 | (22,347,255) | (334,412) | | Deduction for the fair value as of the end of fiscal 2022 of all equity awards granted in prior fiscal years that were either forfeited or cancelled during fiscal 2023 | — | — | | Compensation actually paid for fiscal 2023 | (93,745,984) | 4,738,013 |
Footnote (2) Continued: Adjustments to Determine Compensation Actually Paid
| Compensation Actually Paid - Fiscal 2022 | | | | Adjustment Components | CEO ($) | Average of Non-CEO NEOs ($) | | SCT total for fiscal 2022 | 350,000 | 2,768,136 | | Deduction for fair value of all equity awards reported in the SCT for fiscal 2022 | — | (2,418,136) | | Increase for year-end fair value of all equity awards granted during fiscal 2023 that were unvested and outstanding as of the end of fiscal 2022 | — | 1,145,705 | | Increase for fair value as of the vesting date of all equity awards granted during fiscal 2022 that also vested during fiscal 2022 | — | 729,018 | | Increase or deduction, as applicable, for the change in fair value as of the end of fiscal 2022 (from the end of fiscal 2021) of all equity awards granted in prior fiscal years that were unvested and outstanding as of the end of fiscal 2022 | (67,880,687) | (904,103) | | Increase or deduction, as applicable, for the change in fair value as of the vesting date (from the end of fiscal 2021) of all equity awards granted in prior fiscal years that vested during fiscal 2022 | 9,618,171 | 9,406 | | Deduction for the fair value as of the end of fiscal 2021 of all equity awards granted in prior fiscal years that were either forfeited or cancelled during fiscal 2022 | — | — | | Compensation actually paid for fiscal 2021 | (57,912,516) | 1,330,026 |
Footnote (2) Continued: Adjustments to Determine Compensation Actually Paid
| Compensation Actually Paid - Fiscal 2021 | | | | Adjustment Components | CEO ($) | Average of Non-CEO NEOs ($) | | SCT total for fiscal 2021 | 345,833 | 2,460,199 | | Deduction for fair value of all equity awards reported in the SCT for fiscal 2021 | — | (2,163,447) | | Increase for year-end fair value of all equity awards granted during fiscal 2021 that were unvested and outstanding as of the end of fiscal 2021 | — | 2,741,645 | | Increase for fair value as of the vesting date of all equity awards granted during fiscal 2021 that also vested during fiscal 2021 | — | 486,391 | | Increase or deduction, as applicable, for the change in fair value as of the end of fiscal 2021 (from the end of fiscal 2020) of all equity awards granted in prior fiscal years that were unvested and outstanding as of the end of fiscal 2021 | 280,562,810 | 1,068,553 | | Increase or deduction, as applicable, for the change in fair value as of the vesting date (from the end of fiscal 2020) of all equity awards granted in prior fiscal years that vested during fiscal 2021 | 45,168,756 | 201,723 | | Deduction for the fair value as of the end of fiscal 2020 of all equity awards granted in prior fiscal years that were either forfeited or cancelled during fiscal 2021 † | — | (690,664) | | Compensation actually paid for fiscal 2021 | 326,077,399 | 4,104,401 |
Footnote (2) Continued: Adjustments to Determine Compensation Actually Paid
| † Reflects cancellation of equity awards in connection with Mr. Cabral's retirement from his role as our chief financial officer in August 2020. |