DEF 14A of Veeva Systems Inc, May 5, 2025

DEF 14A of Veeva Systems Inc

Filed May 5, 2025 · FY20250001140361-25-017353

Open on EDGAR

  1. PROPOSAL ONE: ELECTION OF DIRECTORS

    PROPOSAL ONE: ELECTION OF DIRECTORS

  2. BOARD RESPONSIVENESS

    BOARD RESPONSIVENESS We, the members of the Veeva Systems Inc. Board of Directors (the “Board”), open this Proxy Statement by asking for your voting support. At the 2024 annual meeting, with respect to the reelection of Mr. Paul Sekhri, a valued Board member, approximately 49% of the votes duly cast were in favor of his reelection. We believe Mr. Sekhri did not receive a majority of votes cast because he was considered overboarded by certain of our shareholders. In accordance with our governing documents, Mr. Sekhri promptly offered to resign from the Board. After careful consideration, the Board made the unanimous decision (with the exception of Mr. Sekhri, who recused himself from the discussion and vote) that it would not be in the best interests of Veeva, our shareholders, our other stakeholders, or the pursuit of our PBC purpose to accept Mr. Sekhri’s resignation. In the last year, the Board and Mr. Sekhri have taken the following actions to address certain shareholders’ concerns about overboarding:

  3. BOARD RESPONSIVENESS

    | • | Mr. Sekhri reduced the number of public company boards on which he sits to a total of three, including our Board, which is consistent with our overboarding policy and the overboarding policies of Institutional Shareholder Services (“ISS”) and many of our shareholders; |

  4. BOARD RESPONSIVENESS

    | • | We initiated a shareholder outreach program through which we engaged with shareholders to discuss our business strategy and corporate governance, including our Board composition, concerns about overboarding, and our response to last year’s vote. This program is described further at “How We Govern and Are Governed—Shareholder Engagement Program”; and |

  5. BOARD RESPONSIVENESS

    | • | Mr. Sekhri provided important perspective and immense value to our Board, in part as a result of his expertise and continued involvement with emerging biotech companies, a key customer segment for Veeva. His contributions are discussed further at “How We Are Organized—Overboarding.” |

  6. BOARD RESPONSIVENESS

    Our shareholder outreach program this year covered approximately 40% of our outstanding shares of common stock as of December 31, 2024. At each meeting, we discussed shareholder concerns about Mr. Sekhri’s board commitments in 2024, measures taken to address those concerns in 2025, and Mr. Sekhri’s unique fit for the Veeva Board. We care deeply about being an engaged and responsive Board and we plan to continue similar engagement efforts in the future. In addition to our shareholder engagement program, in recent years we converted to a single-class voting structure, declassified our Board structure, and adopted a market proxy access provision and a process for shareholders to call special meetings. We also refreshed the membership of our Board and formed a Board committee specifically tasked with oversight of cybersecurity risk. We believe these actions and others position us as a governance leader across many fronts. We note that Mr. Sekhri is a valued member of our Nominating and Governance Committee and served on the Nominating and Governance Committee at the time these governance improvements were overseen and recommended to the Board for adoption. Finally, since February 2021, we have been a Public Benefit Corporation (“PBC”) with the stated purpose “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.” Our Board may establish the authorized number of directors from time to time by resolution and nine directors are authorized as of the Annual Meeting. 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 nine individuals to be elected at the Annual Meeting. Tina Hunt is not standing for reelection following the expiration of her current term at the Annual Meeting. As of the date of this Proxy Statement, all of the nominees, except Peter Gassner, have been determined by the Board to be independent in accordance with the New York Stock Exchange (“NYSE”) listing standards. All of the nominees are presently directors of Veeva and have consented to being named in this Proxy Statement and to serving as directors if elected. You cannot vote for a greater number of persons than the nine director candidates. Our Board unanimously recommends a vote “FOR” each of its nominees for director.

  7. 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.”

  8. Board Nominees

    Board Nominees Our Board reflects a broad range 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 5, 2025.

  9. Board Nominees

    | Average Director Age | Average Director Tenure | Female Directors | Directors from Underrepresented Communities(1) | | 60.5 years | 7.7 years | 22% | 22% |

  10. Board Nominees

    | Board Skill | Cabral | Carges | Gassner | Hedley | Hung | Mohr | Ritter | Sekhri | Wallach | | Technical software expertise(2) | | X | X | | X | | X | | X | | Life sciences operational expertise(3) | | | | X | | | | X | | | Veeva-specific operational expertise(4) | X | | X | | | | | | X | | Business executive expertise(5) | | X | X | X | X | X | | X | X | | International (non-US) business operational expertise(6) | | | X | X | X | | | X | | | Business development expertise(7) | X | X | X | X | X | X | X | X | X | | Financial expertise(8) | X | | | | | X | | | | | Public company board experience(9) | X | X | X | X | X | X | | X | | | Governance, risk, and compliance expertise(10) | X | X | X | X | X | X | | X | | | Cybersecurity expertise(11) | | X | X | | X | X | | | | | Years on Board | 3 | 8 | 18 | 6 | 3 | 3 | 17 | 11 | 5 | | Age | 57 | 63 | 60 | 62 | 58 | 69 | 60 | 67 | 52 | | Gender | M | M | M | F | F | M | M | M | M |

  11. Board Nominees

    | (1) 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. |

  12. Board Nominees

    | (2) Technical product expertise in the software industry, including expertise in product design/management, product development, or product operations. |

  13. Board Nominees

    | (3) Experience leading the research and development or commercial (sales/marketing) functions of a life sciences company. |

  14. Board Nominees

    | (4) Deep knowledge of and operational experience with Veeva’s business; deep knowledge of Veeva’s customers. |

  15. Board Nominees

    | (5) Experience as CEO or other senior executive in a non-financial role at a public company. |

  16. Board Nominees

    | (6) Lead executive or supervisor of the lead executive for a significant business or business unit outside the United States. |

  17. Board Nominees

    | (7) Experience founding or growing new businesses; experience in venture capital, capital markets, or acquisitions. |

  18. Board Nominees

    | (8) Deep experience with financial statements preparation and accounting; Audit Committee financial expert. |

  19. Board Nominees

    | (9) Experience as a director of another public company. |

  20. Board Nominees

    | (10) Operational responsibility or board oversight of governance, risk, ESG, or compliance at another public company. |

  21. Board Nominees

    | (11) Knowledge of and executive or board experience identifying and managing information security risks. |

  22. 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.

  23. Board Nominees

    | Tim Cabral Age: 57 Director since 2022 Independent Director | Qualifications • Deep knowledge of Veeva as former Chief Financial Officer (“CFO”) • Experience as an executive and business leader in the life sciences and technology industries • Public company board expertise and financial expertise Career Experience • April–September 2024: Interim CFO, Veeva Systems Inc. • 2010–2020: CFO, 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) (Public) • SingleStore, Inc. (2021–present) Education • Bachelor of Science, Finance, Santa Clara University • Master of Business Administration, Santa Clara University, Leavey School of Business |

  24. Board Nominees

    | Mark Carges Age: 63 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 • Capture One A/S (2019–present) • Splunk Inc. (2014–2024) (Public), acquired by Cisco Systems Inc. in 2024 • Magnet Systems, Inc. (2012-2023) • SteelSeries, Inc. (2020–2022), acquired by GN Store Nord A/S in 2022 Education • Bachelor of Arts, Computer Science, University of California at Berkeley • Master of Science, Computer Science, New York University |

  25. Board Nominees

    | Peter P. Gassner Age: 60 Director since 2007 | Qualifications • Deep knowledge of Veeva as co-founder and Chief Executive Officer (“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, Inc., a provider of enterprise cloud computing solutions • 1995–2003: Chief Architect and General Manager, PeopleSoft Inc., 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 Communications, Inc. (2015–present) (Public) • Guidewire Software, Inc. (2015–2019) (Public) Education • Bachelor of Science, Computer Science, Oregon State University |

  26. Board Nominees

    | Mary Lynne Hedley Age: 62 Director since 2019 Independent Director Committee 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 and global regulatory review process, oversight of medical affairs, quality, manufacturing and supply, and commercial operations Career Experience • 2023–present: Venture Partner, Third Rock Ventures, a healthcare venture firm • 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) • Centessa Pharmaceuticals plc (2021–present) (Public) • Millendo Therapeutics, Inc. (2017–2021) (Public) • TESARO, Inc. (2010–2019) (Public) • bluebird bio, Inc. (2017–2019) (Public) • Receptos, Inc. (2014–2015) (Public), acquired by Celgene Corp. in 2015 • Helsinn Healthcare SA (2021–2023) Education • Bachelor of Science, Microbiology, Purdue University • Doctor of Philosophy, Immunology, University of Texas, Southwestern Medical Center • Two postdoctoral fellowships, Harvard University |

  27. Board Nominees

    | Priscilla Hung Age: 58 Director since 2022 Independent Director Committee 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 Senior Advisor since January 2024, President and Chief Operating Officer from 2017 to 2023, 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 • Xerox Holdings Corporation (2024–present) (Public) • Waystar Holding Corp. (2024–present) (Public) • Ethos Technologies Inc. (2020–present) • Vonage Holdings Corp. (2019–2022) (Public), acquired by Telefonaktiebolaget LM Ericsson in 2022 Education • Masters of Engineering in Operations Research and Industrial Engineering, Cornell University • Bachelor of Arts, Computer Science, Mills College |

  28. Board Nominees

    | Marshall Mohr Age: 69 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 • 2006–2024: various leadership and executive roles, including EVP, Global Business Services from 2021 to 2024, 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) • SRI International (2025–present) • Atheros Communications, Inc. (2003–2011) (Public), acquired by Qualcomm, Inc. in 2011 • Plantronics, Inc. (2005–2022), acquired by HP Inc. in 2022 Education • Bachelor of Business Administration, Accounting and Finance, Western Michigan University |

  29. Board Nominees

    | Gordon Ritter Age: 60 Director since 2008 Chair of the Board Independent Director Committee 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: Founder and General Partner, Emergence Capital Partners, a venture capital firm • 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 and the Princeton University Investment Company • Trustee of Princeton University Education • Bachelor of Arts, Economics, Princeton University |

  30. Board Nominees

    | Paul Sekhri Age: 67 Director since 2014 Independent Director Committee 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) • Compugen Ltd. (2017–present) (Public) • Longboard Pharmaceuticals, Inc. (2020–2024) (Public) • Axcella Health Inc. (2022–2023) (Public) • Ipsen S.A. (2018–2023) (Public) • Pharming Group N.V. (2015–2023) (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 |

  31. Board Nominees

    | * Mr. Sekhri currently sits on two public company boards, other than Veeva’s Board, which complies with the overboarding policies of Veeva, ISS, and many of our shareholders. Mr. Sekhri is a highly engaged member of Veeva’s Board, whose board experiences contribute to his expertise in and insights into the life sciences industry, particularly the emerging biotech sector, which is a key market for Veeva. For more information on Mr. Sekhri’s value to our Board, see “How We are Organized—Overboarding.” |

  32. Board Nominees

    | Matthew J. Wallach Age: 52 Director since 2020 Independent Director* Committee Nominating and Governance | 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 |

  33. Board Nominees

    | * Our Board determined that Mr. Wallach is an independent director under NYSE listing standards. While Mr. Wallach is a co-founder of Veeva, he has not been employed by the Company for over five years. Mr. Wallach’s deep knowledge of Veeva, coupled with his life sciences technology expertise and deep knowledge of and relationships with our customers, makes him an important contributor to our Board’s leadership on strategy, risk management, and governance. For more information, see “How We Are Selected, Elected. and Evaluated—Director Independence.” |

  34. Director Independence

    Director Independence Our Board is committed to independent Board oversight. The listing standards of the NYSE, the exchange on which our Class A common stock (“common stock”) is listed, generally require that a majority of the members of a listed company’s board of directors be independent. In addition, the listing standards of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. To qualify as “independent” under the NYSE listing standards, the Board must affirmatively determine that the director has no material relationship with Veeva (either directly or as a partner, shareholder, or officer of an organization that has a relationship with Veeva) and the director must meet certain objective criteria set forth in NYSE listing standards. On an annual basis, each member of our Board is required to complete an independence questionnaire designed to provide information to assist the Board in determining whether the director is independent under NYSE listing standards. In making these determinations, our Board also considers the current and prior relationships that each non-employee director and his or her immediate family has with our Company and all other facts and circumstances our Board deems relevant in determining their independence, including the beneficial ownership of our common stock, employment arrangements at Veeva, and related party transactions. With respect to the independence of Mr. Wallach, our Board determined that Mr. Wallach is an independent director under NYSE listing standards. In making this determination, the Board first confirmed that Mr. Wallach would be eligible to be deemed independent and met the objective criteria. The Board also broadly considered all relevant factors and circumstances. One of the factors considered was that Mr. Wallach has not been employed by Veeva since June 2019, and between June 2019 and his election as a director on January 1, 2020, Mr. Wallach was not involved with the business or operations of Veeva. Given the passage of time, pursuant to NYSE listing standards, Mr. Wallach satisfies the independence requirement and he is not precluded from being independent. The Board further noted Mr. Wallach’s co-founder label is honorific and he does not have close social, financial, or business ties with current Veeva management. Taking all factors into account, including Mr. Wallach’s conduct as a director to date, our Board determined that Mr. Wallach does not have a material relationship with Veeva under NYSE rules, and that Mr. Wallach’s prior employment with Veeva and co-founder label have not and will not interfere with his exercise of independent judgment in carrying out his responsibilities as a director due to, among other factors, the length of time that has passed since his employment with Veeva. The Board was permitted to, and did affirmatively determine, that Mr. Wallach is independent within the meaning of the NYSE listing requirements. The charters of our Audit Committee, Compensation Committee, and Nominating and Governance Committee limit membership to independent directors. In addition, the independent members of our Board and Board committees regularly hold separate executive sessions at Board or Board committee meetings where only independent directors are present, as required by our Corporate Governance Guidelines.

  35. Considerations in Evaluating Director Nominees

    Considerations in Evaluating Director Nominees 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, and other commitments. 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 broad range of thought, experience, expertise, and perspectives, including diversity with respect to 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.

  36. Overboarding

    Overboarding Our Board recognizes the importance of our directors’ ability to commit significant time and attention to fulfill their responsibilities to the Company. Therefore, our Corporate Governance Guidelines state that a director shall not serve on the boards of directors of more than four publicly traded companies, including Veeva, without the consent of the Nominating and Governance Committee. A director who is also an executive officer of a publicly traded company (or serving in a similarly demanding full-time employment role) shall not serve on the boards of directors of more than three publicly traded companies, including Veeva, without the consent of the Nominating and Governance Committee. As of the date of this proxy statement, none of our directors exceed our overboarding policy. While Mr. Sekhri complies with our overboarding policy and that of ISS and many of our shareholders, we recognize that certain shareholders may have different requirements. We urge those shareholders to consider the following Veeva-specific factors rather than mechanically applying a one-size-fits-all voting policy:

  37. Overboarding

    | • | Mr. Sekhri’s valuable experience and perspective; |

  38. Overboarding

    | • | Mr. Sekhri brings a unique perspective and value to Board discussions on matters of critical importance to Veeva’s business, including as a result of his decades of experience as an executive and director of emerging biotech companies, which comprise a key market for Veeva; |

  39. Overboarding

    | • | Mr. Sekhri consistently serves with a high level of availability and commitment to our Board, including his attendance at every Board and Nominating and Governance Committee meeting in fiscal 2025; |

  40. Overboarding

    | • | As a member of the Nominating and Governance Committee, Mr. Sekhri has made substantial contributions to Board recruitment and the governance changes described in this proxy statement, demonstrating his strong performance as a Board member over the years; |

  41. Overboarding

    | • | Mr. Sekhri’s performance and availability to Veeva; |

  42. Overboarding

    | • | Mr. Sekhri is a member of an underrepresented community; |

  43. Overboarding

    | • | The two non-Veeva public company boards on which Mr. Sekhri currently serves are small-capitalization clinical stage biotech companies, which are less operationally demanding than typical publicly listed companies (one reported approximately $1 million in annual revenue and has under 25 employees and the other reported under $50 million in annual revenue and has under 75 employees, according to their latest annual reports); and |

  44. Overboarding

    | • | Mr. Sekhri reduced the number of public company boards on which he serves from four to three in fiscal 2025. |

  45. 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 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 common stock. Non-employee members of the Board’s committees are granted additional RSUs as follows.

  46. Non-Employee Director Compensation Plan

    | • | Audit Committee |

  47. Non-Employee Director Compensation Plan

    | • | Members: RSUs valued at $20,000 |

  48. Non-Employee Director Compensation Plan

    | • | Chair: RSUs valued at $40,000 |

  49. Non-Employee Director Compensation Plan

    | • | Compensation Committee |

  50. Non-Employee Director Compensation Plan

    | • | Members: RSUs valued at $10,000 |

  51. Non-Employee Director Compensation Plan

    | • | Chair: RSUs valued at $20,000 |

  52. Non-Employee Director Compensation Plan

    | • | Cybersecurity Committee |

  53. Non-Employee Director Compensation Plan

    | • | Members: RSUs valued at $10,000 |

  54. Non-Employee Director Compensation Plan

    | • | Chair: RSUs valued at $20,000 |

  55. Non-Employee Director Compensation Plan

    | • | Nominating and Governance Committee |

  56. Non-Employee Director Compensation Plan

    | • | Members: RSUs valued at $10,000 |

  57. Non-Employee Director Compensation Plan

    | • | Chair: RSUs valued at $20,000 |

  58. 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.

  59. 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 2025. Other than as set forth in the table and described more fully below, during fiscal 2025, 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 CEO, receives no compensation for his service as a director and, therefore, is not included in the table below.

  60. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) (1) | Stock Awards ($) (2) | All Other Compensation | Total ($) | | Timothy S. Cabral | 50,000 | 225,034 | — | 275,034 | | Mark Carges | 50,000 | 255,062 | — | 305,062 | | Mary Lynne Hedley | 50,000 | 245,053 | — | 295,053 | | Priscilla Hung | 50,000 | 245,053 | — | 295,053 | | Tina Hunt (3) | 50,000 | 245,053 | — | 295,053 | | Marshall L. Mohr | 50,000 | 275,081 | — | 325,081 | | Gordon Ritter | 50,000 | 285,090 | — | 335,090 | | Paul Sekhri | 50,000 | 235,043 | — | 285,043 | | Matthew J. Wallach | 50,000 | 235,043 | — | 285,043 |

  61. Director Compensation

    | (1) Represents the annual cash retainers paid to each director. |

  62. Director Compensation

    | (2) Represents the aggregate grant date fair value of RSUs granted to the director during fiscal 2025, computed in accordance with FASB ASC Topic No. 718. See notes 1 and 11 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed on March 24, 2025 for a discussion of the assumptions made by us in determining the grant date fair values of our option awards. As of January 31, 2025, the above-listed non-employee directors held outstanding RSUs under which the following number of shares of our common stock were issuable upon vesting: Mr. Cabral — 629; Mr. Carges — 713; Dr. Hedley — 685; Ms. Hung — 685; Dr. Hunt — 685; Mr. Mohr — 769; Mr. Ritter — 797; Mr. Sekhri — 657; and Mr. Wallach — 657. |

  63. Director Compensation

    | (3) On March 10, 2025, Dr. Hunt informed the Board of her intention to step down from her role as a director on the Board, effective immediately prior to the Annual Meeting. |

  64. Executive Summary

    Executive Summary We did not make any material changes to our executive compensation program for fiscal 2025. As further detailed in the table below, three primary components made up our executive compensation program in fiscal 2025: base salary, short-term equity incentives (a “stock bonus”) in the form of an annual restricted stock unit (“RSU”) grant, and long-term equity incentives in the form of annual grants of stock options. In fiscal 2023 (or, in the case of executive officers that joined after fiscal 2023, when they started their role at Veeva), we also granted our executive officers, except for our CEO, a one-time special equity retention grant of RSUs and stock options in addition to the above mentioned components.

  65. Executive Summary

    | Compensation Element | Description | Purpose | | Base Salary | • All executive officers make the same base salary, which was paid at a rate of $425,000/year from February 1, 2024 through March 31, 2024 and $450,000/year for the remainder of fiscal 2025 • 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” | • Except for our CEO, all executive officers participate in a short-term incentive program (a “stock bonus”) utilizing RSUs rather than cash • Stock bonuses are designed to ensure that the executive officer will have RSUs vesting during each fiscal year that achieve a value based on a percentage of base salary • Target stock bonuses range from 125% to 375% 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 | • 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 |

  66. Executive Summary

    | Compensation Element | Description | Purpose | | Annual Long-Term Equity Incentives | • Except for our CEO, all executive officers receive an annual award of stock options for 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 4.0 depending on executive officer’s role • Stock options are granted annually and vest annually over four years | • Inherently performance-based because the holder benefits only if our stock price increases following the grant date, aligning the 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 | | Special Equity Retention Grant | • Except for our CEO, all executive officers received special long-term equity incentive grants in fiscal 2023 or when they started their role at Veeva • One-time awards of RSUs ranging from 7,500 to 15,000 shares of common stock and stock options ranging from 15,000 to 30,000 shares of common stock • No vesting prior to April 1, 2026 for most executive officers or August 1, 2028 in the case of Mr. Van Wagener (the “Four-Year Cliff”) | • 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 |

  67. 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 January 2018 and is comprised of stock options vesting from March 2020 to February 2025. A new program to compensate, retain, and incentivize our CEO through our fiscal year ending January 31, 2030 was put in place by our Compensation Committee in June 2024 and is comprised of stock options vesting from February 2025 to February 2030. Both of these programs are detailed below under “Principal Elements of Compensation—Equity Awards—CEO Equity Compensation.” Mr. Bowman’s tenure as CFO ended on April 1, 2024, at which point he remained as an employee to aid the transition until his separation date of July 1, 2024. Mr. Bowman received his accrued base salary, a cash bonus of $225,000, and the vested portion of his long-term equity incentives upon the separation date. In addition, a portion of Mr. Bowman’s fiscal 2023 special equity retention grant was accelerated, consistent with his term of service, in connection with his departure from the Company. Mr. Cabral received no compensation in connection with his role as Interim CFO. Mr. Van Wagener, in connection with his appointment as our current CFO, received the same base salary as the other NEOs and the equity grants detailed below under “Principal Elements of Compensation—Equity Awards—CFO Equity Compensation.” Effective April 1, 2025, the annual base salary for all of our currently employed NEOs is $475,000. Also, our Compensation Committee approved target stock bonuses for our currently employed NEOs (other than Mr. Gassner) that range from 160% to 375% and option factors that range from 3.0 to 4.0 with vesting commencing on April 1, 2025. 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.

  68. 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 2025, the primary components of the compensation program for our NEOs, other than our CEO, were base salary, a stock bonus in the form of an annual RSU grant, and long-term equity incentives in the form of annual grants of stock options.

  69. 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 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, CFO, Chief People Officer, and General Counsel, work with our Compensation Committee and often attend the Compensation Committee meetings. Members of management assist the Compensation Committee by providing information on competitive market compensation practices, market data on our outside director compensation program, and such other information as the Compensation Committee may from time to time request. They also make presentations to our Compensation Committee regarding our historical equity grants and the adequacy of the remaining equity pool to achieve retention objectives, which 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 2025, our Compensation Committee engaged Compensia to evaluate and recommend a peer group against which to compare our compensation programs. Compensia also assisted the Compensation Committee in the extensive review and deliberation process it undertook in fiscal 2025 related to the stock options granted to our CEO. As part of that process, the Compensation Committee also engaged the services of Infinite Equity for the limited purpose of assisting the Compensation Committee in evaluating the likely grant date fair value associated with the option grants as well as calculating the grant date fair value for financial reporting purposes and the year-end fair value of the option grants for proxy disclosure purposes.

  70. Peer Group and Competitive Data

    Peer Group and Competitive Data With respect to fiscal 2025 compensation for our NEOs, our Compensation Committee considered publicly available benchmarking data gathered by the management team of executive compensation at the peer companies listed below. 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 2025 and recommended removing Zendesk and adding HubSpot and MongoDB to our peer group. The peer group consisted of publicly traded software and software services companies that generally had revenues between approximately $653 million and $6.5 billion, generally experienced high year-over-year revenue growth, and/or had a market capitalization between $8 billion and $129 billion. Our Compensation Committee considered the peer group’s compensation practices data for compensation decisions during and with respect to fiscal 2025. The peer group consisted of the following companies, which our Compensation Committee determined are appropriate:

  71. Peer Group and Competitive Data

    | ANSYS | Autodesk | CrowdStrike Holdings | Datadog | | DocuSign | Fortinet | HubSpot | MongoDB | | Okta | Palo Alto Networks | Paycom Software | ServiceNow | | Snowflake | Splunk | SS&C Technologies Holdings | Twilio | | Tyler Technologies | Workday | Zoom | |

  72. Principal Elements of Compensation

    Principal Elements of Compensation The compensation of our NEOs for fiscal 2025 consisted of (i) base salary, (ii) with respect to NEOs other than our CEO, new equity awards granted during fiscal 2025, 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 2013 initial public offering (“IPO”), Veeva has maintained a largely flat annual base salary structure for our executive officers. During fiscal 2025, the annual base salary of all of our NEOs was $425,000/year from February 1 through March 31 and $450,000/year for the remainder of fiscal 2025. 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 2025 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 2025, except Mr. Bowman, who was paid a cash bonus in connection with the end of his tenure as our CFO. 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 will vest on April 1, 2026 (in the case of Ms. Zuppas and Mr. Faddis) or on October 1, 2027 (in case of Mr. Schwenger), subject to continued service by such executive officers. We believe that the composition of these grants and the vesting schedule protect leadership continuity and incentivize long-term value creation. Under our executive compensation program, 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 2025, based on the methodology described in the Executive Summary above, each of Ms. Zuppas and Messrs. Faddis and Schwenger received an RSU grant of 5,295, 4,480, and 7,636 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 2025, based on the methodology described in the Executive Summary above, each of Ms. Zuppas and Messrs. Faddis and Schwenger received a stock option grant to purchase 21,180, 17,920, and 30,544 shares of our common stock, respectively. These stock option grants vest annually over a four-year period and have an exercise price equal to $214.73, the closing market price on the date of grant. Fiscal 2023 Special Equity Retention Grants. In fiscal 2023, in addition to the annual grants described above, each of Ms. Zuppas and Messrs. Faddis and Schwenger received a one-time RSU grant of 7,500, 7,500, and 15,000 shares of our common stock, respectively, as well as a one-time stock option grant to purchase 15,000, 15,000, and 30,000 shares of our common stock, respectively. One hundred percent of the special equity retention grants awarded to Ms. Zuppas and Mr. 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. CFO Equity Compensation. Mr. Van Wagener joined us as our Executive Vice President, Finance with the intention that he would succeed Mr. Cabral to become our CFO during fiscal 2025. In connection with his appointment, he received the following equity grants, each with a vesting start date of August 1, 2024: (i) an RSU grant of 2,193 shares, 62.5% of which vested on January 1, 2025 and the remaining 37.5% of which vested on April 1, 2025, (ii) a stock option grant to purchase 6,579 shares of common stock, with an exercise price equal to $185.74, which will vest annually over a four-year period, (iii) an one-time RSU grant of 5,848 shares, one hundred percent of which will vest on August 1, 2028, and (iv) an one-time stock option grant to purchase 17,544 shares of our common stock, with an exercise price equal to $185.74, one hundred percent of which will vest on August 1, 2028. 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, over cash compensation, to retain Mr. Gassner and to effectively align his long-term interests with those of our shareholders. We believe this long-term approach (with premium-priced stock options as the only equity vehicle) continues to align and incentivize Mr. Gassner to continue to lead our business and drive our success, which is consistent with the long-term interests of our shareholders and other key stakeholders, our vision to build a durable cloud company, and our PBC purpose. 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 common stock (the “2018 CEO Options”) with an exercise price of $60.00 per share.

  73. 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 |

  74. Principal Elements of Compensation

    To achieve each of the above Stock Price Target Vesting Conditions, Veeva’s 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. The 2018 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. On June 19, 2024, upon the recommendation of a special committee of independent directors, our Board approved a grant to Mr. Gassner of options to purchase an aggregate of 2,650,000 shares of our common stock (the “2024 CEO Options”) with an exercise price of $236.90 per share, which was equal to the 52-week high trading price at the time of grant and significantly higher than the closing price of our stock as of the trading date immediately prior to the grant date. The special committee was advised by Compensia, the Compensation Committee’s independent compensation consultant. The 2024 CEO Options are consistent with the Board’s practice of implementing five-year long-term incentive compensation programs for Mr. Gassner (i.e., the 2024 CEO Options did not begin vesting until the completion of vesting of Mr. Gassner’s 2018 CEO Options), and our Board intends that the 2024 CEO Options will be Mr. Gassner’s only equity-based compensation until at least 2030. Our Board and Compensation Committee believe that it continues to be appropriate to evaluate grants to Mr. Gassner on a five-year cadence. The last equity award granted to Mr. Gassner was the CEO 2018 Options. Mr. Gassner does not participate in an annual incentive compensation program and, apart from a below-market annual base salary, Mr. Gassner has not been paid any cash compensation since our IPO. The Board believes that the 2024 CEO Options are a strongly motivating, performance-based incentive compensation vehicle appropriately structured to retain Mr. Gassner and motivate him to continue growing the company on a continuous trajectory through 2030 and beyond. Consistent with the five-year long-term incentive compensation cycle for Mr. Gassner, the 2024 CEO Options will only vest and become exercisable in five equal increments on each annual anniversary of February 1, 2025, subject to Mr. Gassner’s continuous service as our CEO through each annual vesting date. In addition, no portion of the 2024 CEO Options will vest unless the closing price of our common stock is sustained at or above $236.90 per share for sixty consecutive trading days during the vesting period between February 1, 2025 and February 1, 2030. The 2024 CEO Options are also subject to a post-exercise holding period such that any shares acquired upon exercise of the 2024 CEO Options will not be transferable during the period ending on the earlier of two years following the date of such exercise and February 1, 2032, subject to customary exceptions for shares sold to cover the exercise price and applicable taxes and estate planning transfers. As with Mr. Gassner’s prior stock option awards, the 2024 CEO Options are not subject to any contractual vesting acceleration provisions, including on an involuntary termination of employment by the Company or in connection with a change in control of the Company. The following features of the 2024 CEO Options are intended to retain Mr. Gassner and to further strongly align his interests with those of our shareholders, other key stakeholders, and pursuit of our PBC purpose: (i) service-based vesting through February 1, 2030 only so long as Mr. Gassner continues to serve as CEO, (ii) the additional vesting condition requiring that the Company’s stock price meet or exceed the Company’s 52-week high trading price at the time of grant for a period of 60 consecutive trading days, (iii) the two-year post-exercise holding period requirement through February 1, 2032, and (iv) the option exercise price set at the Company’s 52-week stock price high. The disclosure rules that apply to the Summary Compensation Table require that we reflect the entire grant date fair value for the 2024 CEO Options in fiscal 2025. In determining to approve or recommend, respectively, the 2024 CEO Options grant, our Board and our Compensation Committee considered the fact that, given the five-year grant cycle for Mr. Gassner, the fair value of the 2024 CEO Options might more appropriately be thought of by allocating the grant date fair value in equal portions to each of the five fiscal years that the option is intended to cover (i.e., fiscal 2026 through fiscal 2030), given that the 2024 CEO Options will be Mr. Gassner’s only equity-based compensation until at least 2030. The fair value allocated under that methodology to each year of the five-year vesting period would be approximately $34.4 million. 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 $4,000 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. In connection with Mr. Bowman’s departure from the Company, the vesting of a portion of his equity grants was accelerated, consistent with his term of service.

  75. Policies and Practices Regarding the Timing of Equity Awards

    Policies and Practices Regarding the Timing of Equity Awards As described in the Executive Summary above, our executive compensation program includes the use of stock option grants. Under our Equity Grant Policy, equity awards, including stock options, granted to our Section 16(b) officers must be approved by our Compensation Committee. Annual stock option awards granted by the Compensation Committee to eligible employees, including our Section 16(b) officers, are generally approved in a regular, previously scheduled committee meeting, as part of our annual compensation review process, which typically takes place in the beginning of April, when the Company is generally not expected to be in possession of, or imminently disclosing, material non-public information. Our Compensation Committee may also grant equity awards, including stock options, to our Section 16(b) officers outside of our annual compensation review cycle for new hires, promotions, retention, or other purposes. Such “off-cycle” equity awards are granted at a set date each month. All stock options are granted with an exercise price equal to or above the fair market value of the underlying shares on the date of grant. We do not take into account material non-public information when determining the timing or terms of option awards nor do we time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. During fiscal 2025, we did not grant any stock options to any of our NEOs in any period beginning four business days prior to the filing of a periodic report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K that discloses material non-public information, and ending one business day after the filing or furnishing of such report.

  76. 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.

  77. Summary Compensation Table

    Summary Compensation Table The following table provides information concerning the compensation paid to our NEOs for fiscal 2025, as well as for our prior two fiscal years.

  78. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) (1) | Option Awards ($) (1) | Total ($) | | Peter P. Gassner CEO | 2025 | 445,833 | — | — | 171,990,300 (2) | 172,436,133 | | | 2024 | 420,833 | — | — | — | 420,833 | | | 2023 | 391,667 | — | — | — | 391,667 | | Brent Bowman (3) Former CFO | 2025 | 185,064 | 225,000 | — | — | 410,064 | | | 2024 | 420,833 | — | 933,044 | 1,669,341 | 3,023,218 | | | 2023 | 391,667 | — | 3,051,201 | 3,473,491 | 6,916,359 | | Timothy S. Cabral (4) Former Interim CFO | 2025 | N/A | N/A | N/A | N/A | N/A | | | 2024 | N/A | N/A | N/A | N/A | N/A | | | 2023 | N/A | N/A | N/A | N/A | N/A | | Brian Van Wagener (5) CFO | 2025 | 245,481 | — | 1,493,535 | 2,155,532 | 3,894,548 | | | 2024 | N/A | N/A | N/A | N/A | N/A | | | 2023 | N/A | N/A | N/A | N/A | N/A | | Josh Faddis Senior Vice President, General Counsel and Secretary | 2025 | 445,833 | — | 961,990 | 1,810,078 | 3,217,901 | | | 2024 | 420,833 | — | 933,044 | 1,669,341 | 3,023,218 | | | 2023 | 391,667 | — | 2,532,501 | 3,017,065 | 5,941,233 | | Thomas D. Schwenger President and Chief Customer Officer | 2025 | 445,833 | — | 1,639,678 | 3,085,213 | 5,170,724 | | | 2024 | 420,833 | — | 1,632,961 | 2,921,588 | 4,975,382 | | | 2023 | 391,667 | — | 4,576,801 | 5,828,157 | 10,796,625 | | E. Nitsa Zuppas President and Chief of Staff | 2025 | 445,833 | — | 1,136,995 | 2,139,366 | 3,722,194 | | | 2024 | 420,833 | — | 1,166,350 | 2,086,756 | 3,673,939 | | | 2023 | 391,667 | — | 2,654,707 | 3,223,302 | 6,269,676 |

  79. 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 common stock, as applicable, computed in accordance with FASB ASC Topic No. 718. See notes 1 and 11 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K filed on March 24, 2025 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. |

  80. Summary Compensation Table

    | (2) Represents the grant date fair value of options to purchase an aggregate of 2,650,000 shares of our common stock. See discussion in “Principal Elements of Compensation—Equity Awards—CEO Equity Compensation” for additional details about this option grant. This option grant was made to Mr. Gassner on June 19, 2024. Accordingly, the disclosure rules that apply to the Summary Compensation Table require that we reflect the entire grant date fair value for this option grant in fiscal 2025. In determining to recommend and approve, respectively, this option grant, our Compensation Committee and our Board considered the fact that, given its five-year grant cycle for Mr. Gassner and delayed vesting commencement date, the fair value of the option grant might more appropriately be thought of by allocating the grant date fair value in equal portions to each of the five fiscal years in which the options will vest (i.e., fiscal 2026 through fiscal 2030). The fair value allocated under that methodology to each year of the five-year vesting period would be $34,398,060. |

  81. Summary Compensation Table

    | (3) Mr. Bowman’s tenure as CFO ended on April 1, 2024 and he remained an employee for three months thereafter to ensure a smooth transition. In connection with his departure, 9/16ths of Mr. Bowman's equity grant from the fiscal year ending January 31, 2023 of 10,000 RSUs and 20,000 stock options, originally scheduled to vest on April 1, 2026, were accelerated and vested on July 1, 2024. |

  82. Summary Compensation Table

    | (4) Mr. Cabral served as Interim CFO from April 1, 2024 through September 16, 2024. Mr. Cabral received no compensation in connection with his role as Interim CFO. |

  83. Summary Compensation Table

    | (5) Mr. Van Wagener commenced employment with Veeva on July 15, 2024 as Executive Vice President, Finance. The Board appointed Mr. Van Wagener as CFO effective as of September 16, 2024. |

  84. Fiscal 2025 Grants of Plan-Based Awards

    Fiscal 2025 Grants of Plan-Based Awards The following table provides information concerning grants of plan-based awards to our NEOs during fiscal 2025.

  85. Fiscal 2025 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 | 6/19/2024 | — | 2,650,000 (2) | 236.9 | 171,990,300 | | Brent Bowman | — | — | — | — | — | | Timothy S. Cabral | — | — | — | — | — | | Brian Van Wagener | 7/15/2024 | — | 17,544 (3) | 185.74 | 1,588,051 | | | 7/15/2024 | — | 6,579 (4) | 185.74 | 567,480 | | | 7/15/2024 | 5,848 (5) | — | — | 1,086,208 | | | 7/15/2024 | 2,193 (6) | — | — | 407,328 | | Josh Faddis | 4/5/2024 | — | 17,920 (7) | 214.73 | 1,810,078 | | | 4/5/2024 | 4,480 (8) | — | — | 961,990 | | Thomas D. Schwenger | 4/5/2024 | — | 30,544 (7) | 214.73 | 3,085,213 | | | 4/5/2024 | 7,636 (8) | — | — | 1,639,678 | | E. Nitsa Zuppas | 4/5/2024 | — | 21,180 (7) | 214.73 | 2,139,366 | | | 4/5/2024 | 5,295 (8) | — | — | 1,136,995 |

  86. Fiscal 2025 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 common stock, computed in accordance with FASB ASC Topic No. 718. See notes 1 and 11 of the notes to our consolidated financial statements included in our Annual Report on Form 10-K, filed on March 24, 2025, 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. |

  87. Fiscal 2025 Grants of Plan-Based Awards

    | (2) The stock options vest over five years, with 20% of the shares vesting on February 1, 2026, and 20% of the total shares vesting equally on a yearly basis thereafter, subject to Mr. Gassner’s continued service as our CEO and the performance-based vesting condition related to achievement of the Stock Price Target of $236.90 per share for at least 60 consecutive trading days during the vesting period between February 1, 2025 and February 1, 2030. See discussion in “Principal Elements of Compensation—Equity Awards—CEO Equity Compensation” for additional details about this award. |

  88. Fiscal 2025 Grants of Plan-Based Awards

    | (3) 100% of the stock options vest on August 1, 2028, subject to Mr. Van Wagener’s continued service to Veeva. |

  89. Fiscal 2025 Grants of Plan-Based Awards

    | (4) The stock options vest over four years, with 25% of the shares vesting on August 1, 2025, and 25% of the total shares vesting equally on a yearly basis thereafter, subject to Mr. Van Wagener’s continued service to Veeva. |

  90. Fiscal 2025 Grants of Plan-Based Awards

    | (5) 100% of the RSUs vest on August 1, 2028, subject to Mr. Van Wagener’s continued service to Veeva. |

  91. Fiscal 2025 Grants of Plan-Based Awards

    | (6) The RSUs vested over eight months, with 62.5% vesting on January 1, 2025 and 37.5% vesting on April 1, 2025. |

  92. Fiscal 2025 Grants of Plan-Based Awards

    | (7) The stock options vest over four years, with 25% of the shares vesting on April 1, 2025, and 25% of the total shares vesting equally on a yearly basis thereafter, subject to continued service to Veeva. |

  93. Fiscal 2025 Grants of Plan-Based Awards

    | (8) The RSUs vested quarterly over one year, with 25% vesting per quarter, following the vesting commencement date of April 1, 2024. |

  94. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 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, 2025. The vesting schedule applicable to each outstanding award is described in the footnotes to the table below.

  95. Outstanding Equity Awards at Fiscal 2025 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 | 1/10/2018 | 2,093,492 | 35,483 (2) | 60.00 | 1/9/2028 | | | | | 1/10/2018 | 174,458 | 2,957 (3) | 60.00 | 1/9/2028 | | | | | 1/10/2018 | 174,458 | 2,957 (4) | 60.00 | 1/9/2028 | | | | | 1/10/2018 | 174,458 | 2,957 (5) | 60.00 | 1/9/2028 | | | | | 1/10/2018 | 174,458 | 2,957 (6) | 60.00 | 1/9/2028 | | | | | 6/19/2024 | — | 2,650,000 (7) | 236.90 | 6/18/2034 | | | | Brent Bowman | — | — | — | — | — | | | | | — | — | — | | | | | | Timothy S. Cabral | — | — | — | — | — | | | | | — | | | | | — | — | | Brian Van Wagener | 7/15/2024 | — | 19,696 (8) | 185.74 | 7/14/2034 | | | | | 7/15/2024 | — | 4,427 (9) | 185.74 | 7/14/2034 | | | | | 7/15/2024 | | | | | 823 (10) | 191,973 | | | 7/15/2024 | | | | | 5,848 (11) | 1,364,104 | | Josh Faddis | 4/15/2021 | 7,650 | 2,550 (12) | 275.82 | 4/14/2031 | | | | | 4/6/2022 | 9,412 | 9,412 (13) | 207.48 | 4/5/2032 | | | | | 4/6/2022 | — | 15,000 (14) | 207.48 | 4/5/2032 | | | | | 4/6/2023 | 5,183 | 15,549 (15) | 180.02 | 4/5/2033 | | | | | 4/5/2024 | — | 17,920 (16) | 214.73 | 4/4/2034 | | | | | 4/6/2022 | | | | | 7,500 (17) | 1,749,450 | | | 4/5/2024 | | | | | 1,120 (18) | 261,363 | | Thomas D. Schwenger | 10/4/2019 | 70,000 | — (19) | 154.00 | 10/3/2029 | | | | | 4/15/2021 | 16,350 | 5,450 (12) | 275.82 | 4/10/2029 | | | | | 4/6/2022 | 17,647 | 17,648 (13) | 207.48 | 4/5/2032 | | | | | 4/6/2022 | — | 30,000 (20) | 207.48 | 4/5/2032 | | | | | 4/6/2023 | 9,071 | 27,213 (15) | 180.02 | 4/5/2033 | | | | | 4/5/2024 | — | 30,544 (16) | 214.73 | 4/4/2034 | | | | | 4/6/2022 | | | | | 15,000 (21) | 3,498,900 | | | 4/5/2024 | | | | | 1,909 (18) | 445,293 | | E. Nitsa Zuppas | 4/11/2019 | 13,100 | — (22) | 135.49 | 4/10/2029 | | | | | 4/14/2020 | 18,180 | — (23) | 173.59 | 4/13/2030 | | | | | 4/15/2021 | 9,821 | 3,274 (12) | 275.82 | 4/14/2031 | | | | | 4/6/2022 | 10,590 | 10,590 (13) | 207.48 | 4/5/2032 | | | | | 4/6/2022 | — | 15,000 (14) | 207.48 | 4/5/2032 | | | | | 4/6/2023 | 6,479 | 19,437 (15) | 180.02 | 4/5/2033 | | | | | 4/5/2024 | — | 21,180 (16) | 214.73 | 4/4/2034 | | | | | 4/6/2022 | | | | | 7,500 (17) | 1,749,450 | | | 4/5/2024 | | | | | 1,324 (18) | 308,836 |

  96. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (1) Computed in accordance with SEC rules as the number of unvested RSUs multiplied by the closing market price of our common stock at the end of fiscal 2025, which was $207.41 on January 31, 2025 (the last trading day of fiscal 2025). |

  97. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (2) The stock options vested in 60 equal monthly installments between March 1, 2020 and February 1, 2025. |

  98. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (3) The stock options vested in 60 equal monthly installments beginning March 1, 2020 through February 1, 2025. 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 “Principal Elements of Compensation—Equity Awards—CEO Equity Compensation” for additional details about this award. |

  99. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (4) The stock options vested in 60 equal monthly installments beginning March 1, 2020 through February 1, 2025. 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 “Principal Elements of Compensation—Equity Awards—CEO Equity Compensation” for additional details about this award. |

  100. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (5) The stock options vested in 60 equal monthly installments beginning March 1, 2020 through February 1, 2025. 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 “Principal Elements of Compensation—Equity Awards—CEO Equity Compensation” for additional details about this award. |

  101. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (6) The stock options vested in 60 equal monthly installments beginning March 1, 2020 through February 1, 2025. 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 “Principal Elements of Compensation—Equity Awards—CEO Equity Compensation” for additional details about this award. |

  102. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (7) The stock options vest over five years, with 20% of the shares vesting on February 1, 2026, and 20% of the total shares vesting equally on a yearly basis thereafter, subject to Mr. Gassner’s continued service as our CEO and the performance-based vesting condition related to achievement of the Stock Price Target of $236.90 per share for at least 60 consecutive trading days. See discussion in “Principal Elements of Compensation—Equity Awards—CEO Equity Compensation” for additional details about this award. |

  103. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (8) 100% of the stock options vest on August 1, 2028, subject to continued service to Veeva. |

  104. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (9) The stock options vest over four years, with 25% of the shares vesting on August 1, 2025, and 25% of the total shares vesting equally on a yearly basis thereafter, subject to continued service to Veeva. |

  105. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (10) 100% of the RSUs vest on August 1, 2028, subject to continued service to Veeva. |

  106. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (11) The RSUs vested over eight months, with 62.5% vesting on January 1, 2025 and 37.5% vesting on April 1, 2025. |

  107. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (12) 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. |

  108. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (13) 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. |

  109. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (14) 100% of the stock options vest on April 1, 2026, subject to continued service to Veeva. |

  110. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (15) The stock options vest over four years, with 25% of the shares vesting on April 1, 2024, and 25% of the total shares vesting equally on a yearly basis thereafter, subject to continued service to Veeva. |

  111. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (16) The stock options vest over four years, with 25% of the shares vesting on April 1, 2025, and 25% of the total shares vesting equally on a yearly basis thereafter, subject to continued service to Veeva. |

  112. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (17) 100% of the RSUs vest on April 1, 2026, subject to continued service to Veeva. |

  113. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (18) The RSUs vested quarterly over one year, with 25% vesting per quarter following the vesting commencement date of April 1, 2024. |

  114. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (19) The stock options vested in four equal annual installments beginning October 1, 2020 through October 1, 2024. |

  115. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (20) 100% of the stock options vest on October 1, 2027, subject to continued service to Veeva. |

  116. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (21) 100% of the RSUs vest on October 1, 2027, subject to continued service to Veeva. |

  117. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (22) The stock options vested in four equal annual installments beginning April 1, 2020 through April 1, 2024. |

  118. Outstanding Equity Awards at Fiscal 2025 Year-End

    | (23) The stock options vested in four equal annual installments beginning April 1, 2020 through April 1, 2024. |

  119. Fiscal 2025 Option Exercises and Stock Vested

    Fiscal 2025 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 2025.

  120. Fiscal 2025 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 | — | — | — | — | | Brent Bowman | 25,845 | 279,975 | 6,921 | 1,320,479 | | Timothy S. Cabral | — | — | — | — | | Brian Van Wagener | — | — | 1,370 | 288,043 | | Josh Faddis | — | — | 4,656 | 970,070 | | Thomas D. Schwenger | — | — | 7,995 | 1,667,046 | | E. Nitsa Zuppas | — | — | 5,591 | 1,166,813 |

  121. Fiscal 2025 Option Exercises and Stock Vested

    | (1) The value realized is based on the fair market value of our common stock on the date of exercise minus the exercise price. |

  122. Fiscal 2025 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 common stock on the vesting date. |

  123. Fiscal 2025 Potential Payments Upon Termination or Change in Control

    Fiscal 2025 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.

  124. CEO Pay Ratio

    CEO Pay Ratio For fiscal 2025, the annual total compensation for Mr. Gassner and our median employee was $172,436,133 and $137,866, respectively. Accordingly, the resulting ratio of the two amounts is approximately 1,250.8:1. We believe our compensation philosophy and process yield an equitable result for all of our employees. The pay ratio reported above 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 above, 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. Moreover, our median employee may differ every year due to fluctuations in currency exchange rates, changes in our employee demographics, and shifts in our hiring practices across different geographies. For purposes of identifying our “median employee,” we used our worldwide employee population as of November 1, 2024, which consisted of 7,336 part-time and full-time employees, of which 3,983 employees were employed in the United States and 3,353 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:

  125. 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, 2024; (2) variable compensation during the 12 months ended October 31, 2024, if applicable; (3) grant date fair value of equity awards granted during the 12 months ended October 31, 2024; and (4) Veeva’s matching contributions to each employee’s 401(k) tax-deferred savings plan or registered retirement savings plan account. |

  126. CEO Pay Ratio

    | • | We used the exchange rate based on a 12-month average as of November 1, 2024 to convert each non-U.S. employee’s cash compensation to U.S. dollars. |

  127. 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. |

  128. CEO Pay Ratio

    We calculated the annual total compensation for fiscal 2025 for such employee using the same methodology we used for our NEOs as set forth in the Summary Compensation Table above. The pay ratio above is not representative of what we expect the ratio to be in other fiscal years. Under SEC rules, Mr. Gassner’s total compensation in fiscal 2025 includes the entire grant date fair value of the 2024 CEO Options (a value of $171,990,300) even though our Board intends that the 2024 CEO Options will be Mr. Gassner’s only equity-based compensation until at least 2030 (see the discussion in “Compensation Discussion and Analysis—Principal Elements of Compensation—Equity Awards—CEO Equity Compensation” for additional details about this option grant). Since equity grants have not been made to Mr. Gassner on an annual basis, his total compensation, as reported under SEC rules, will include no equity-based compensation in most fiscal years. For example, in fiscal 2023 and fiscal 2024, as reflected in the Summary Compensation Table above, Mr. Gassner’s total compensation solely consisted of his base salary. If we calculated the CEO pay ratio based on Mr. Gassner’s fiscal 2024 total compensation and assuming the same total compensation for our median employee, the pay ratio would have been approximately 3:1. Alternatively, if we were to allocate an equal portion of the grant date fair value of the 2024 CEO Options to each of the next five fiscal years given that our Board intends that the 2024 CEO Options will be Mr. Gassner’s only equity-based compensation until at least 2030, the annual value of the 2024 CEO Options would be $34,398,060. Using that value and assuming a relatively constant base salary for Mr. Gassner and a relatively constant total compensation for our median employee, the resulting pay ratio would be approximately 253:1. These alternative pay ratios are not a substitute for the pay ratio calculated in accordance with the SEC disclosure rules, but we believe they are helpful in fully evaluating the ratio of Mr. Gassner’s annual total compensation to the median of the annual total compensation of the Company’s employees. It is also important to note that neither $171,990,300 nor $34,398,060 are indicative of actual gains Mr. Gassner may receive from the 2024 CEO Options. Unlike full-value equity awards (such as restricted stock units), which are more common for executive officer grants at other public companies, Mr. Gassner will receive no financial benefit from the 2024 CEO Options unless our stock price is above the $236.90 per share exercise price at the time of exercise.

  129. Pay Versus Performance

    Pay Versus Performance

  130. 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 five completed fiscal years. Because of the emphasis our executive compensation program places on equity compensation, as discussed in “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 paid to, or earned or realized by, our CEO or NEOs. All values are presented in thousands, except for total shareholder return (“TSR”) data.

  131. 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) | | | 2025 | 172,436 | 284,206 | 2,736 | 2,780 | 159.10 | 194.28 | 714,138 | | 2024 | 421 | 31,848 | 3,843 | 6,118 | 141.00 | 98.82 | 525,705 | | 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 |

  132. 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. |

  133. 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.” |

  134. 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, our former CFO, Cabral, 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. Our non-CEO NEOs for the fiscal year ended January 31, 2024 (“fiscal 2024”) were Ms. Zuppas and Messrs. Bowman, Mateo, and Schwenger. Our non-CEO NEOs for fiscal 2025 were Ms. Zuppas and Messrs. Bowman, Cabral, Van Wagener, Faddis, and Schwenger. |

  135. Pay Versus Performance Table

    | (4) Assumes $100 invested on January 31, 2020 in stock or index, including reinvestment of dividends. |

  136. Pay Versus Performance Table

    | (5) Our peer group is comprised of the S&P 1500 Application Software Index, as disclosed in our Annual Report on Form 10-K pursuant to §229.201(e)(1)(ii) of Regulation S-K. |

  137. 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 “Compensation Discussion and Analysis” for information about our compensation philosophy. |

  138. 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.

  139. Footnote (2) Continued: Adjustments to Determine Compensation Actually Paid

    | Compensation Actually Paid - Fiscal 2025 | | | | Adjustment Components | CEO ($) | Average of Non-CEO NEOs ($) | | SCT total for fiscal 2025 | 172,436,133 | 2,735,905 | | Deduction for fair value of all equity awards reported in the SCT for fiscal 2025 | (171,990,300) | (2,403,731) | | Increase for year-end fair value of all equity awards granted during fiscal 2025 that were unvested and outstanding as of the end of fiscal 2025 | 284,265,500 | 2,230,183 | | Increase for fair value as of the vesting date of all equity awards granted during fiscal 2025 that also vested during fiscal 2025 | — | 482,940 | | Increase or deduction, as applicable, for the change in fair value as of the end of fiscal 2025 (from the end of fiscal 2024) of all equity awards granted in prior fiscal years that were unvested and outstanding as of the end of fiscal 2025 | 1,083,419 | 341,107 | | Increase or deduction, as applicable, for the change in fair value as of the vesting date (from the end of fiscal 2024) of all equity awards granted in prior fiscal years that vested during fiscal 2025 | (1,588,873) | 109,764 | | Deduction for the fair value as of the end of fiscal 2024 of all equity awards granted in prior fiscal years that were either forfeited or cancelled during fiscal 2025 | — | (716,574) | | Compensation actually paid for fiscal 2025 | 284,205,879 | 2,779,594 |

  140. Footnote (2) Continued: Adjustments to Determine Compensation Actually Paid

    | Compensation Actually Paid - Fiscal 2024 | | | | Adjustment Components | CEO ($) | Average of Non-CEO NEOs ($) | | SCT total for fiscal 2024 | 420,833 | 3,842,789 | | Deduction for fair value of all equity awards reported in the SCT for fiscal 2024 | — | (3,421,956) | | Increase for year-end fair value of all equity awards granted during fiscal 2024 that were unvested and outstanding as of the end of fiscal 2024 | — | 2,984,391 | | Increase for fair value as of the vesting date of all equity awards granted during fiscal 2024 that also vested during fiscal 2024 | — | 1,108,606 | | Increase or deduction, as applicable, for the change in fair value as of the end of fiscal 2024 (from the end of fiscal 2023) of all equity awards granted in prior fiscal years that were unvested and outstanding as of the end of fiscal 2024 | 20,859,565 | 1,190,274 | | Increase or deduction, as applicable, for the change in fair value as of the vesting date (from the end of fiscal 2023) of all equity awards granted in prior fiscal years that vested during fiscal 2024 | 10,567,394 | 414,199 | | Deduction for the fair value as of the end of fiscal 2023 of all equity awards granted in prior fiscal years that were either forfeited or cancelled during fiscal 2024 | — | — | | Compensation actually paid for fiscal 2024 | 31,847,792 | 6,118,303 |

  141. 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 |

  142. 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 2022 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 2022 | (57,912,516) | 1,330,026 |

  143. 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 | 201,724 | | 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 |

  144. 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 CFO in August 2020. |