Veeva Systems Inc — Definitive Proxy Statement (DEF 14A)

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WHAT: 2026 Annual Meeting of Shareholders. We are furnishing this Proxy Statement in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Veeva Systems Inc., a public benefit corporation under the laws of the State of Delaware, for use at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) described here. This chart shows the items up for a vote at the Annual Meeting, how votes will be counted, and how management recommends you vote on each item.

WHERE: The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/VEEV2026, where you will be able to listen to the meeting live, submit questions, and vote online.

WHO CAN VOTE: You can vote if you were a shareholder of record as of the close of business on April 20, 2026 (the “Record Date”).

Shareholders of record can vote in any of these ways:

Beneficial Owners of Shares Held in Street Name

Any action on the items of business described above may be considered at the virtual Annual Meeting or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

Your vote is very important. We encourage you to read the Proxy Statement and vote your shares over the Internet, by telephone, or by mail. Voting your shares in advance will not prevent you from participating in the Annual Meeting virtually, revoking your earlier submitted proxy, or voting your shares during the virtual Annual Meeting. For specific instructions on how to vote your shares, please see “Frequently Asked Questions and Answers” in the Proxy Statement.

On or about May 4, 2026, a Notice of Internet Availability of Proxy Materials (the “Notice”) has been mailed to shareholders of record as of the Record Date. The Notice contains instructions on how to access our Proxy Statement and our Annual Report for the fiscal year ended January 31, 2026 (together, the “proxy materials”). The Notice also provides instructions on how to vote and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following Internet address: www.proxyvote.com.

As used in this Proxy Statement, the terms “Veeva,” “the Company,” “we,” “us,” and “our” mean Veeva Systems Inc. and its subsidiaries unless the context indicates otherwise.

An Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on June 17, 2026: The Notice, Proxy Statement, and 2026 Annual Report is available to shareholders at www.proxyvote.com.

We, the members of the Veeva Systems Inc. Board of Directors (the “Board”), open this Proxy Statement by asking for your voting support.

Our shareholder engagement program in the last year reached out to holders representing approximately 40% of our outstanding shares of common stock as of December 31, 2025 and resulted in meetings with holders representing approximately 30% of our outstanding shares. At shareholder engagement meetings, we discussed our business strategy and corporate governance program, including our Board composition and executive compensation practices.

We care deeply about being an engaged and responsive Board and have taken the following actions in the last year in part in response to conversations with our shareholders:

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.

Finally, we are 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 currently authorized. A director serves in office until their respective successor is duly elected and qualified or until their 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. 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.

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.”

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 4, 2026.

We next describe individual biographical and qualification information about each nominee. There are no family relationships among any of our directors or executive officers.

Who We Are

Who We Are

Who We Are

Who We Are

Who We Are

Who We Are

Who We Are

Who We Are

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.

Our Board determined that each of our directors, with the exclusion of Peter Gassner (our CEO), is independent under NYSE listing standards. In making this determination, the Board confirmed that Messrs. Cabral and Wallach were eligible to be deemed independent and met the objective criteria. The Board also broadly considered all relevant factors and circumstances.

With respect to Mr. Cabral, our Board considered that his service as CFO ended in September 2020, which means that more than five years have passed since Mr. Cabral was an executive officer of Veeva. Mr. Cabral briefly served as Interim CFO from April 1, 2024 to September 16, 2024, which was less than six months and, pursuant to NYSE listing standards, does not preclude him from being deemed independent following the end of his tenure as our Interim CFO. Moreover, Mr. Cabral does not have close social, financial, or business ties with current Veeva management. Taking all factors into account, including Mr. Cabral’s conduct as a director to date, our Board determined that Mr. Cabral does not have a material relationship with Veeva under NYSE rules, and that Mr. Cabral’s prior employment with Veeva has 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 he served as an executive officer of Veeva.

With respect to Mr. Wallach, 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.

In light of the above, the Board was permitted to, and did affirmatively determine, that Messrs. Cabral and Wallach are independent within the meaning of the NYSE listing requirements.

How We Are Selected, Elected, and Evaluated

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.

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. Our Nominating and Governance Committee also considers a candidate’s ability to fulfill the duties of a director of Veeva as a PBC, including the 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 consider director candidates identified by third-party search firms as well as through recommendations by existing directors and officers.

Pursuant to its charter, which can be found on the Governance portion of our website at ir.veeva.com, the Nominating and Governance Committee oversees the self-evaluation of the Board, and since 2015, we have engaged a third party to conduct interviews with each director regarding, among other things, Board and Board committee membership, structure, performance, and areas for improvement. The purpose of the evaluation is to assess the Board as a whole, and we believe that this process allows Board members to:

Following the interviews, the results are discussed with the Nominating and Governance Committee, the Chair of the Board, and, where relevant, with management, and presented to and discussed with the full Board during an executive session. Where appropriate, further action is taken consistent with these Board discussions.

How We Are Selected, Elected, and Evaluated

Upon joining our Board, directors are provided with an orientation about us, which includes introductions to members of our senior management and information about our visions and values, operations, performance, strategic plans, and corporate governance practices (including our PBC purpose and our 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).

Our Board believes that our shareholders are best served by a Board comprised of individuals who are up to date on corporate governance and other matters relevant to board service. To encourage those efforts, our Board has adopted a Directors Continuing Education Policy (the “Director Education Policy”) that encourages all directors to pursue ongoing education and development on topics that they deem relevant given their individual backgrounds and committee assignments on our Board. Our directors are encouraged and provided with opportunities to attend educational sessions on subjects that would assist them in discharging their duties. Pursuant to the Director Education Policy, we will reimburse directors up to $12,000 each fiscal year to pursue education and development. In addition and in order to facilitate ongoing education, our management provides to our directors on a periodic basis pertinent articles and information relating to our business, our competitors, and corporate governance and regulatory issues.

Our Nominating and Governance Committee has adopted Policies and Procedures for Director Candidates. Shareholder recommendations for candidates to our Board must be received by December 31 of the year prior to the year in which the recommended candidates will be considered for nomination; must be directed in writing to our principal executive offices, Attention: Corporate Secretary; and must include the candidate’s name, home and business contact information, detailed biographical data and qualifications, information regarding any relationships between us and the candidate within the last three years, and evidence of the recommending person’s ownership of our capital stock. Such recommendations must also include a statement from the recommending shareholder in support of the candidate, particularly within the context of the criteria for membership on the Board, including issues of character, judgment, diversity, age, independence, expertise, corporate experience, other commitments and the like, personal references, and an indication of the candidate’s understanding of a PBC and the duties of a director of a PBC, as well as an undertaking to fulfill the duties of a director of Veeva as a PBC.

In addition, in 2021, we adopted “proxy access,” whereby a shareholder (or a group of up to 20 shareholders) that has held at least 3% of the voting power of our capital stock for three years or more may nominate candidates for up to the greater of (i) two or (ii) 20% of the available director seats and have those nominees included in our proxy materials, provided that the shareholder and nominees satisfy the requirements specified in our Bylaws. Any shareholder who intends to use these procedures to nominate a candidate for election to the Board for inclusion in our proxy statement for the 2026 annual meeting of shareholders must satisfy the requirements specified in our Bylaws and must provide notice to our Corporate Secretary, which generally must be received not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. The notice of proxy access must include information specified in our Bylaws, including information concerning the nominee and information about the shareholder’s ownership of, and agreements related to, our stock.

Pursuant to our Corporate Governance Guidelines, our Board may separate or combine the roles of the Chair of the Board and CEO when and if it deems it advisable and in our best interests and in the best interests of our shareholders to do so. We currently separate the roles of Chair and CEO. Our Board is currently chaired by Mr. Ritter. Separating the roles of CEO and Chair allows our CEO to focus on our day-to-day business while allowing the Chair to lead our Board in its fundamental role of providing independent advice to, and oversight of, management. Our Board believes that having an independent director serve as Chair is the appropriate leadership structure for us at this time, and the Board will periodically consider the Board’s leadership structure. Mr. Ritter, as our Chair, presides over separate regularly scheduled executive session meetings at which only independent directors are present. Our Corporate Governance Guidelines can be found on the Governance portion of our website at ir.veeva.com.

Our Board currently has four standing committees: Audit Committee, Compensation Committee, Cybersecurity Committee, and Nominating and Governance Committee. Our Board and its committees conduct scheduled meetings throughout the year and also hold special meetings and act by written consent from time to time, as appropriate. Our Board has delegated various responsibilities and authority to its committees as generally described below. The committees regularly report on their activities and actions to the full Board. Each member of our standing committees qualifies as an independent director in accordance with NYSE listing standards.

Our Audit Committee assists our Board in its oversight of the quality and integrity of our reported financial statements, our compliance with legal and regulatory requirements, our accounting and financial management processes and the effectiveness of our internal controls over financial reporting, our enterprise risk management and compliance programs, the quality and integrity of the annual audit of our financial statements, and the performance of our internal audit function. In addition, our Audit Committee discusses, at least annually, the suitability and performance of our information technology systems and receives periodic updates from our management on the same. Our Audit Committee also discusses the scope and results of the audit with our independent registered public accounting firm, reviews with our management and our independent registered public accounting firm our interim and year-end operating results, and, as appropriate, initiates inquiries into aspects of our financial affairs. Our Audit Committee is responsible for establishing procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. In addition, our Audit Committee has sole and direct responsibility for the appointment, retention, compensation, and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. Significant related party transactions will be approved by our Audit Committee before we enter into them, as required by applicable rules and NYSE listing standards. Our Audit Committee also oversees our environmental, social, and governance (“ESG”) program, including our environmental management system, the review of ESG-related risks, and disclosure controls and procedures relating to ESG matters, except on matters specifically delegated to another committee.

The members of our Audit Committee are independent, non-employee members of our Board and qualify as independent under Rule 10A-3 of the Securities Exchange Act of 1934 (the “Exchange Act”) and related NYSE listing standards, as determined by our Board. Each member can read and understand fundamental financial statements. Our Board has determined that Messrs. Cabral and Mohr qualify as audit committee financial experts within the meaning of regulations of the Securities and Exchange

How We Are Organized

Commission (the “SEC”) and meet the financial sophistication requirements of the NYSE. The designation does not impose on either Mr. Cabral or Mr. Mohr any duties, obligations, or liabilities that are greater than those generally imposed on any other member of our Board.

A more detailed description of the functions and responsibilities of the Audit Committee can be found in our Audit Committee charter published on the Governance portion of our website at ir.veeva.com.

The purpose of our Compensation Committee is to discharge the responsibilities of our Board relating to executive compensation policies and programs, including reviewing, evaluating, recommending, and approving executive officer compensation arrangements, plans, policies, and programs. Among other things, specific responsibilities of our Compensation Committee include evaluating the performance of our CEO and determining our CEO’s compensation. The Compensation Committee also determines the compensation of our other executive officers in consultation with our CEO. In addition, our Compensation Committee administers our equity-based compensation plans, including granting equity awards and approving modifications of such awards. Our Compensation Committee also reviews and approves various other compensation policies and matters and has both the authority to engage its own advisors to assist it in carrying out its function and the responsibility to assess the independence of such advisors in accordance with SEC rules and NYSE listing standards. Our CEO, CFO, Chief People Officer, and General Counsel assist our Compensation Committee in carrying out its functions, although they do not participate in deliberations or decisions with respect to their own compensation.

Our Compensation Committee has delegated to the non-executive equity committee, consisting of our CEO, the authority to approve routine equity award grants to newly hired employees who are not direct reports of our CEO, as well as promotional and refresh equity award grants to employees who are not direct reports of our CEO, all within certain share parameters established and reviewed from time to time by the Compensation Committee. During our fiscal year ended January 31, 2026, our Compensation Committee engaged the services of Compensia, Inc., a compensation consulting firm, to evaluate and recommend a peer group for executive compensation benchmarking and to review certain proxy matters. Compensia reported directly to the Compensation Committee. Compensia did not provide any services to us other than the services provided to the Compensation Committee. Our Compensation Committee believes that Compensia did not have any conflicts of interest in advising the Compensation Committee under applicable SEC rules or NYSE listing standards.

In determining our executive compensation for fiscal 2026, our Compensation Committee considered publicly available executive compensation benchmarking data gathered by the management team on our peer group companies.

The members of our Compensation Committee are “non-employee” directors under Rule 16b-3 of the Exchange Act, “outside directors” under applicable tax rules, and qualify as independent under Rule 10C of the Exchange Act and related NYSE listing standards, as determined by our Board.

A more detailed description of the functions and responsibilities of the Compensation Committee can be found in our Compensation Committee charter published on the Governance portion of our website at ir.veeva.com.

The purpose of our Cybersecurity Committee is to assist our Board in its oversight of our cybersecurity and privacy programs and controls. Among other things, our Cybersecurity Committee is responsible for overseeing the effectiveness of our information security and privacy policies and procedures with respect to our information technology systems, including for our customer-facing products and services and our internal-use systems, reviewing and providing oversight on our policies and procedures in preparation for

How We Are Organized

responding to any material security incidents, as well as overseeing our compliance with applicable data privacy and cybersecurity laws and regulations. Our Cybersecurity Committee is also responsible for the oversight of security and compliance risks relating to the use of AI in our customer-facing applications and our internal productivity. In addition, our Cybersecurity Committee annually reviews the appropriateness and adequacy of our cyber-insurance coverage.

The members of our Cybersecurity Committee must be non-employee members of our Board and at least one of them must qualify as independent under the NYSE listing standards. Currently, all members of our Cybersecurity Committee are independent under the NYSE listing standards.

A more detailed description of the functions and responsibilities of the Cybersecurity Committee can be found in our Cybersecurity Committee charter published on the Governance portion of our website at ir.veeva.com.

The Nominating and Governance Committee oversees the nomination of directors, including, among other things, identifying, considering, and nominating candidates to our Board. Our Nominating and Governance Committee also recommends corporate governance guidelines and policies and advises the Board on corporate governance and Board performance matters, including recommendations regarding the structure and composition of the Board and the Board’s committees. The Nominating and Governance Committee is also responsible for oversight of our public benefit objectives and required public benefit corporation disclosures. In addition, it oversees the annual evaluation of our Board and individual directors and advises the Board on matters that may involve members of the Board or our executive officers and that may involve a conflict of interest or taking of a corporate opportunity.

The members of our Nominating and Governance Committee are non-employee members of our Board and are independent under the listing standards of the NYSE applicable to Nominating and Governance Committee members.

A more detailed description of the functions and responsibilities of the Nominating and Governance Committee can be found in our Nominating and Governance Committee charter published on the Governance portion of our website at ir.veeva.com.

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.

How We Are Organized

Our Board met five times during fiscal 2026. No director attended fewer than 75%, in the aggregate, of the total number of meetings of the Board and the total number of committee meetings of which he or she was a member during fiscal 2026. It is our policy to invite and encourage our directors to attend our annual meetings of shareholders. Last year, five of our directors attended our 2025 annual meeting. The membership of each standing committee and number of meetings held during fiscal 2026 are identified in the table below.

During fiscal 2026, our Compensation Committee consisted of Messrs. Carges and Ritter. None of our executive officers serves, or served during fiscal 2026, as a member of the board or compensation committee of any other entity that has or has had one or more executive officers serving as a member of our Board or our Compensation Committee.

The highlights of our corporate governance program are as follows:

We regularly review our current corporate governance practices against best practices and peer benchmarks. The following are the most recent actions we have taken to improve our corporate governance program:

We value our shareholders’ opinions and feedback and are committed to maintaining an active dialogue to understand their needs, interests, and concerns. We believe that ongoing engagement builds mutual trust and alignment with our shareholders and is a critical component of our overall governance and business strategy.

Our shareholder engagement program this year reached out to outside shareholders representing approximately 40% of our outstanding shares of common stock as of December 31, 2025 to invite these holders to meet, discuss matters of mutual interest, and gain a better understanding of their areas of focus. We held one-on-one meetings with our largest shareholders representing approximately 30% of our outstanding shares and in some instances held multiple meetings with certain shareholders.

The meetings were typically attended by our CFO and members of our investor relations and legal teams. After the meetings, we evaluated the feedback received, considered changes to align with the feedback we received, incorporated such feedback into our proxy planning, and reported such feedback to the Nominating and Governance Committee.

Our Nominating and Governance Committee oversaw the planning for the shareholder engagement program (including the shareholders to receive outreach and the Veeva participants) and the topics for discussion at the meetings, reviewed feedback from shareholders, and discussed with management changes to align with the feedback we received.

In addition, our shareholder engagement program is supplemented by our investor relations team, along with our CEO, CFO, and EVP Strategy, frequently engaging with our shareholders throughout the year through quarterly earnings calls, our annual investor day event, and other investor conferences. We also use multiple communication channels to interact with our shareholders, such as our annual report and periodic updates to our website.

Ahead of the 2025 annual meeting, Institutional Shareholder Services (“ISS”) and Glass Lewis had characterized the 2024 option grant to our CEO as outsized and recommended that shareholders vote against the re-election of Mr. Carges (in the case of ISS) and Mr. Ritter (in the case of ISS and Glass Lewis) due to their membership on the Compensation Committee. Notwithstanding these recommendations, at the 2025 annual meeting, with respect to the re-election of Messrs. Carges and Ritter, approximately 81% and 62%, respectively, of the votes duly cast were in favor of re-election.

To address the questions regarding CEO compensation that surfaced before the 2025 annual meeting, the Board has taken the following actions in the last year:

At the 2025 annual meeting, with respect to the re-election of Mr. Wallach, approximately 60% of the votes duly cast were in favor of his re-election. We believe certain shareholders did not support Mr. Wallach’s re-election because they did not consider him to be independent and he serves on our Nominating and Governance Committee. In response to these concerns, we engaged with shareholders to help them understand the process through which our Board makes their annual independence determination and how this led the Board to determine that Mr. Wallach is independent. In these meetings, we also emphasized that Mr. Wallach’s executive experience and familiarity with Veeva’s business, markets, and customers make him an important member of our Nominating and Governance Committee because he is uniquely qualified to identify and evaluate director candidates, including their ability to fulfill their fiduciary duties as directors of a PBC in weighing the interests of our stakeholders.

Other areas of particular shareholder interest in fiscal 2026 included the following:

We shared the feedback we received from shareholders with our Board, our Nominating and Governance Committee, and our Compensation Committee, as appropriate.

Our Board has adopted Corporate Governance Guidelines to promote the effective function of the Board and its committees. The Board has also adopted a Code of Conduct that applies to all of our directors, employees, and officers, including our CEO, CFO, and other executive and senior financial officers. Each committee of our Board has a written charter approved by our Board. On an annual basis, our Board and its committees review our Corporate Governance Guidelines, Code of Conduct, and committee charters against best practices and peer benchmarks. Our Corporate Governance Guidelines, Code of Conduct, and committee charters can be found on the Governance portion of our website at ir.veeva.com, as can any future amendments to, or waiver of, our Code of Conduct.

One of the key functions of our Board is informed oversight of our risk management process. Our Board recognizes the importance of effective risk oversight in running a successful business and in fulfilling its fiduciary responsibilities. Our Board is responsible for assuring that an appropriate culture of risk management exists within Veeva, monitoring and assessing strategic risk exposure, and focusing on how we address specific risks, such as cybersecurity risks, technology and AI risks, brand and reputation risks, strategic and competitive risks, operational risks, financial risks, and legal and compliance risks. Our

How We Govern and Are Governed

executive officers are responsible for the day-to-day management of the material risks we face. On a regular basis, our Board administers its oversight function directly as well as through its various standing committees that address the risks inherent in their respective areas of oversight. For example, our Audit Committee is responsible for overseeing the management of risks associated with our financial reporting, accounting, and auditing matters, our internal audit function, our enterprise risk management and compliance programs, environmental, social, and governance matters, and the suitability and performance of our information technology systems. Our Compensation Committee oversees the management of risks associated with our compensation policies and programs. Our Cybersecurity Committee oversees information security, privacy related risks, controls, and procedures for our products and our internal-use information technology, and security and compliance risks relating to the use of AI in our customer-facing applications and for our internal productivity. Our Nominating and Governance Committee oversees the management of risks associated with director independence, conflicts of interest, composition and organization of our Board, and director succession planning.

Our Board believes that human capital management is an important component of our continued growth and success. Our Board has regular involvement in talent attraction, retention, and development and succession planning, and the Board provides input on important decisions in each of these areas. The Board has primary responsibility for CEO succession planning and the Compensation Committee monitors management’s succession plans for other key executives. While the Board has approved an emergency succession plan for our CEO to prepare for unanticipated events, the Board believes that the establishment of a strong management team is the best way to prepare for an unanticipated executive departure.

In addition, members of our Board regularly engage with employees at all levels of the organization through periodic visits to Veeva’s headquarters in Pleasanton, California, and attendance at employee and customer events to gain insight into a broad range of human capital management topics, including corporate culture, employee development, and compensation and benefits. Our Board and management consider employee feedback in evaluating employee programs and initiatives and benefits and in monitoring our current practices for potential areas of improvement.

In particular, our Compensation Committee administers and provides oversight of our cash and equity-based compensation programs and reviews with management our major compensation-related risks, including as they relate to retention of our key executives and employees.

In addition to the compensation arrangements with our directors and executive officers described elsewhere in this Proxy Statement, the following is a description of each transaction since February 1, 2025 and each currently proposed transaction in which:

Theodore Wallach, a brother of our director, Matthew J. Wallach, has been employed by us since September 2010. Theodore Wallach serves as a principal product manager. During fiscal 2026, Theodore Wallach had an annual base salary of $231,000 and he received short-term RSUs with an aggregate grant date fair value of $52,000 that vested from April 2025 to April 2026. In addition, during fiscal 2026, Theodore Wallach was granted long-term options with an aggregate grant date fair value of $77,000, which vest over the course of four years. Grant date fair values were calculated in accordance with FASB ASC Topic No. 718.

Arin Gassner, the son of our CEO, Peter Gassner, has been employed by us since September 2025. Arin Gassner serves as a people science consultant. Beginning April 1, 2026, Arin Gassner’s annual base salary is $120,000 and he received short-term RSUs with an aggregate grant date fair value of $30,000 that vest from April 2026 through April 2027. In addition, Arin Gassner was granted long-term RSUs with an aggregate grant date fair value of $150,000, which will cliff vest after four years. Grant date fair values were calculated in accordance with FASB ASC Topic No. 718.

The compensation level for each of Theodore Wallach and Arin Gassner is comparable to the compensation paid to employees in similar positions that are not related to our executive officers. Theodore Wallach and Arin Gassner are each also eligible for equity awards on the same general terms and conditions as other employees in similar positions who are not related to our executive officers.

We have entered into indemnification agreements with our directors, executive officers, and other key employees. The indemnification agreements provide that we indemnify each of our directors, executive officers, and key employees to the fullest extent permitted by Delaware law, our Certificate of Incorporation, and our Bylaws against expenses incurred by that person because of his or her status as one of our directors, executive officers, or key employees. In addition, the indemnification agreements provide that, to the fullest extent permitted by Delaware law, we will advance all expenses incurred by our directors, executive officers, and other key employees in connection with a legal proceeding.

Pursuant to our Corporate Governance Guidelines, any related party transaction must be presented to our Audit Committee for review, consideration, and approval, except for compensation-related transactions, which are to be reviewed, considered, and approved by the Compensation Committee. Material related party transactions must be approved by the Board. A “related party transaction” includes any transactions involving the company and any related person that we would be required to disclose pursuant to SEC and NYSE rules. Our directors and executive officers are required to report to our Audit Committee any such related party transaction. In approving or rejecting the proposed transactions, our Audit Committee, Compensation Committee, or the Board shall consider the relevant facts and circumstances available and deemed relevant to the relevant committee or the Board, including, but not limited to the risks, costs, and benefits to us, the terms of the transaction, the availability of other sources for comparable services or products and, if applicable, the impact on a director’s independence. Each of the Audit Committee, Compensation Committee, or the Board shall approve only those transactions that, in light of known circumstances, are not inconsistent with Veeva’s best interests as the relevant committee or the Board determines in the good faith exercise of its discretion.

Each non-employee member of the Board receives 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 $275,000 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. On June 18, 2025, the Board approved a change to its Board compensation program for non-employee directors, removing the previous annual cash retainers of $50,000 and increasing the value of the annual RSUs from $225,000 to $275,000, effective immediately following the 2025 annual meeting.

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

New directors and new committee members will receive 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.

How We Are Paid

The following table sets forth information about the compensation of the non-employee members of our Board who served as a director during fiscal 2026. Other than as set forth in the table and described more fully below, during fiscal 2026, 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.

To further align the interests of our directors and executive officers with those of our shareholders, our Board adopted stock ownership guidelines. Under these guidelines, each director must own Veeva stock with a value of $275,000 (prior to June 2025, this requirement was a requirement to hold three times the annual cash retainer for Board service—totaling $150,000 at the time of the change). Our directors may satisfy these guidelines by ownership of shares of our common stock or vested and unexercised stock options and are required to achieve these ownership levels within three years of the date of such director’s election or appointment. All of our directors are in compliance with these guidelines as of March 31, 2026.

See “Our Pay—Compensation Discussion and Analysis—Other Compensation Information and Policies” for information about the guidelines applicable to our executive officers.

Our Board, similar to our management, values regular input from shareholders and stakeholders. We, therefore, have several means by which we receive and seek that input. These include:

Shareholders and other interested parties wishing to communicate in writing with our Board or with an individual member of our Board, including our Chair who presides over Board executive sessions, may do so by mailing to the Board or to the particular member of the Board, care of the Corporate Secretary, a letter to our principal executive offices, Attention: Corporate Secretary, Veeva Systems Inc., 4280 Hacienda Drive, Pleasanton, California 94588. The envelope should indicate that it contains a shareholder or interested party communication. All such communications will be forwarded to the director or directors to whom the communications are addressed.

Veeva is the leading provider of industry cloud solutions for the global life sciences industry. Our offerings span cloud software, data, and business consulting and are designed to meet the unique needs of our customers and their most strategic business functions—from research and development through commercialization. Our solutions help life sciences companies develop and bring products to market faster and more efficiently, market and sell more effectively, and maintain compliance with government regulations. For information about our business highlights for fiscal 2026, please see our Earnings Prepared Remarks for the quarters ended April 30, 2025, July 31, 2025, October 31, 2025, and January 31, 2026, all available on the Financials portion of our website at ir.veeva.com, as well as our Current Reports on Form 8-K furnished on May 28, 2025, August 27, 2025, November 20, 2025, and March 4, 2026. These prepared remarks and reports may include information that was accurate only as of the date of those documents, as well as forward-looking statements that may differ from actual results.

The following table provides information concerning our executive officers as of May 4, 2026.

Peter P. Gassner. See biographical information set forth under “Who We Are—Board Nominees.”

Thomas D. Schwenger has served as our President since September 2019 and our Chief Customer Officer since April 2024. From September 2019 to March 2024, Mr. Schwenger served as our Chief Operating Officer. Prior to joining Veeva, Mr. Schwenger served in various roles at Accenture plc, a global management consulting and professional services firm (previously Andersen Consulting and Arthur Andersen & Co.), where he had served since 1989. At Accenture, Mr. Schwenger served most recently as Senior Managing Director, Northeast U.S. Products Industries Client Service Group Lead since 2016, and previously as Senior Managing Director, North America Life Sciences Client Service Group Lead since 2014. Mr. Schwenger earned a Bachelor of Science degree in Quantitative Business Analysis from Penn State University.

Brian Van Wagener has served as our CFO since September 2024 and brings to Veeva 20+ years of corporate and consulting experience across the technology, healthcare, and life sciences sectors. He previously served in multiple roles at Veeva from 2017 to 2023, including as VP, Global Sales Operations and Chief of Staff to the CEO. Mr. Van Wagener was SVP, GTM Strategy and Operations at BetterUp from February 2023 to June 2024. Over his career, Mr. Van Wagener has also held positions at Frontier Communications and Monitor Deloitte, with responsibilities for strategic planning, analytics, go-to-market strategy and operations, business development, and financial planning and analysis. Mr. Van Wagener earned a Bachelor of Arts degree in International Relations from Dartmouth College and a Master of Business Administration from Northwestern University's Kellogg School of Management.

E. Nitsa Zuppas has served as our President and Chief of Staff since April 2024. From March 2013 to March 2024, Ms. Zuppas served as our Chief Marketing Officer. Prior to joining Veeva, Ms. Zuppas served as Chief Marketing Officer for First Virtual Group, a diversified holding company with global interests in real estate, agribusiness, philanthropy, and global financial asset management, and Executive Director of the Siebel Foundation from February 2006 to March 2013. From March 1998 to January 2006, Ms. Zuppas

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served in a number of executive roles at Siebel Systems, including Director, Product Marketing, Senior Director, Investor Relations, General Manager, Siebel Retail, and Vice President, Marketing. Ms. Zuppas earned a Bachelor of Arts degree in Art History from California State University.

Josh Faddis has served as our Senior Vice President since April 2016 and General Counsel since September 2012. Mr. Faddis has also served as our Corporate Secretary since May 2013. Prior to joining Veeva, Mr. Faddis served in various roles at Taleo Corporation, a software-as-a-service provider of human capital management solutions, beginning in June 2001 through April 2012, including Senior Vice President, General Counsel, and Secretary. Prior to joining Taleo, Mr. Faddis conducted intellectual property and business litigation at Fulbright & Jaworski LLP and served as a Judicial Clerk for the Honorable Justice Craig Enoch, Supreme Court of the State of Texas. Mr. Faddis earned a Bachelor of Science in Agricultural Economics from Texas A&M University, magna cum laude, and a Juris Doctor degree from the Georgetown University Law Center. As disclosed in our Current Report on Form 8-K filed on April 20, 2026, Mr. Faddis will retire from his position as Senior Vice President, General Counsel and transition to a part-time advisor role effective November 1, 2026.

Our current business operations and future growth depend on having a highly engaged workforce with a broad set of skills and life experiences operating together with a common vision, values, and ways of working. To attract and retain our workforce, we offer competitive compensation and benefits. In addition, we take a holistic approach to our employees’ well-being and offer access to physical and mental health programs and resources so our employees can focus on their chosen wellness goals. But compensation and benefits are not everything. We have also adopted some unique practices that we believe differentiate Veeva.

We believe the employment practices listed above are, in part, responsible for our success in attracting and retaining talented employees, and in fiscal 2026, we increased our employee headcount by 637.

We believe corporate culture is important and we strive to foster a culture where our employees feel welcome and are given the tools they need to excel and meet our expectations of employees. Our Head of Talent Development works with our talent partners, employee success team, and our Generation Veeva program to provide strategic leadership and focus towards Veeva’s commitment to our community and culture.

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Our key talent management initiatives include: leadership training, employee webinars, mentorship programs, and employee affinity groups that are open to all employees. In recent years, we have expanded our recruitment efforts to try to include a broader candidate pool. For certain roles, we leverage technology-enabled people science tools to help identify candidates that may not fit the typical mold who nonetheless have the right skills, experience, and traits. We aim to develop community-oriented leaders through trainings, including trainings on mitigating bias and fostering a workplace that is fair and hospitable for all of our current and future employees. In addition, we bring learning opportunities to all employees to foster and retain our culture.

We are committed to operating in an environmentally responsible manner. In fiscal 2026, the Science Based Targets initiative validated our science-based emissions targets. Furthermore, in fiscal 2025, we engaged an external consultant and internal stakeholders to conduct a comprehensive climate risk assessment, analyzing our resilience against certain climate scenarios over multiple time horizons to identify climate-related risks and opportunities that could impact our business.

On an annual basis, we engage a third-party vendor to calculate and verify our greenhouse gas emissions. In fiscal 2025, we generated 55,006 metric tons of location-based greenhouse gas emissions and 54,778 metric tons of market-based greenhouse gas emissions. Scope 3 emissions made up the majority of total emissions with 54,451 metric tons, followed by Scope 2 emissions of 302 metric tons and Scope 1 emissions of 253 metric tons.

We maintain an International Organization for Standardization (“ISO”) 14001 certified Environmental Management System (“EMS”), which outlines our commitment to pollution reduction, energy and water efficiency, and waste reduction, tracking the effectiveness of our environmental sustainability program, and meeting or exceeding applicable environmental laws and regulations. Our Audit Committee is responsible for oversight of our environmental risks and environmental management program.

We have also taken steps to integrate environmental sustainability into our supply chain. Our Supplier Code of Conduct requires vendors to comply with all environmental laws and maintain environmentally sustainable business practices. We also consider a vendor's environmental impact in our procurement process and regularly engage with customers on environmental matters so that we can better align with their environmental management priorities. Notably, we also do not operate our own data centers, instead leveraging cloud-native infrastructure.

The primary focus of our internal audit function is to ensure the integrity, energy, and competence of our leadership team. We recognize that this is a non-traditional approach to internal audit—one that is not easily quantified—and involves dialogue and judgment to a greater degree than traditional internal audits. We take this approach based on the view that the root cause of any number of enterprise risks is a failure in one of these areas.

Our ability to maintain the confidentiality, integrity, and availability of our customers’ data is critical to our success. Our solutions involve the storage and transmission of our customers’ proprietary information, personal information of medical professionals, personal information of patients and clinical trial participants, and other sensitive information. We know that customers have put their trust in us, and we take that very seriously.

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In addition, we are committed to developing deep, industry-specific AI solutions that are simple, secure, and compliant for our customers. We understand what it takes to build and maintain trust in emerging technologies like AI. At the Board level, our Cybersecurity Committee is primarily responsible for the oversight of security and compliance risks relating to the use of AI in our customer-facing applications and for our internal productivity. Members of our executive and product teams, including our CEO, set the direction and priorities for our use of AI. A cross-functional team, including legal, security, and compliance, monitors regulatory developments relating to AI, tracks our use of AI technologies and AI-enabled processes, and advises on AI risk evaluation and mitigation. While this governance structure helps ensure clear responsibilities and effective oversight, our processes and practices will continue to evolve in line with new regulation.

For more information about our data privacy program, see “Item 1. Business—Privacy Program” of our Annual Report on Form 10-K for fiscal 2026. For information about our cybersecurity measures and practices, see “Item 1C. Cybersecurity” of our Annual Report on Form 10-K for fiscal 2026.

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The information contained in the following report of Veeva’s Audit Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by us under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that Veeva specifically incorporates it by reference.

Role of the Audit Committee

The Audit Committee operates under a written charter adopted by our Board of Directors. Our Audit Committee oversees our accounting practices, system of internal controls, audit processes, and financial reporting processes. Among other things, our Audit Committee is responsible for reviewing our disclosure controls and processes and the adequacy and effectiveness of our internal controls. It also discusses the scope and results of the audit with our independent registered public accounting firm, reviews with our management and our independent registered public accounting firm our interim and year-end operating results, discusses critical audit matters and related disclosures with our independent registered public accounting firm, and, as appropriate, initiates inquiries into aspects of our financial affairs. Our Audit Committee is responsible for establishing procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, and for the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters. In addition, our Audit Committee has sole and direct responsibility for the appointment, retention, compensation, and oversight of the work of our independent registered public accounting firm, including approving services and fee arrangements. Material related party transactions will be approved by our Audit Committee before we enter into them, as required by applicable rules and listing standards. A more detailed description of the functions and responsibilities of the Audit Committee can be found in Veeva’s Audit Committee charter published on the Governance portion of Veeva’s website at ir.veeva.com.

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors. Management is responsible for our internal controls, financial reporting process, selection of accounting principles, determination of estimates and compliance with laws, regulations, and ethical business conduct. Our independent registered public accounting firm is responsible for expressing an opinion as to the conformity of our consolidated financial statements with generally accepted accounting principles.

Review of Audited Financial Statements for the Fiscal Year Ended January 31, 2026

The Audit Committee has reviewed and discussed with Veeva’s management and KPMG LLP the audited consolidated financial statements of Veeva for the fiscal year ended January 31, 2026. The Audit Committee has also discussed with KPMG LLP the matters required to be discussed by applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) regarding communications between our independent registered public accounting firm and Audit Committee.

The Audit Committee has received and reviewed the written disclosures from KPMG LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence and has discussed with KPMG LLP its independence from us.

Based on the activities, reviews, and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in Veeva’s Annual Report on Form 10-K for the fiscal year ended January 31, 2026 for filing with the Securities and Exchange Commission.

Submitted by the Audit Committee of the Board of Directors:

Timothy S. Cabral

Priscilla Hung

Marshall Mohr (Chair)

“We are building a lasting and durable company. We have always operated with the long-term view that doing the right thing for our customers, employees, and communities ultimately allows us to deliver the best results for investors. In that way, social and economic benefits can go hand in hand.”

 

- Peter Gassner, Founder and CEO

In 2021, we became the first public company to convert from a traditional Delaware corporation to a Public Benefit Corporation (“PBC”). The conversion marked a fundamental change in our legal purpose and the scope of our duties that aligns with how we operate and reflects our Vision and Values. As we enter our sixth year as a PBC, we remain committed to the same principles.

Being a PBC is about building a lasting company. We continue to operate as a for-profit company, while also pursuing a public benefit purpose intended to provide a societal benefit beyond corporate profits. Our public benefit purpose is aligned with our efforts to advance the life-saving work of the principal industry we serve and to provide high quality employment opportunities.

Equally important, as a PBC, our directors take into account an expanded set of considerations in the exercise of their fiduciary duties. Our directors have an obligation to balance the financial interests of shareholders, the best interests of other stakeholders materially affected by our conduct—including customers, employees, partners, the life sciences industry overall, and the communities in which we operate—and the pursuit of our PBC purpose.

In our view, pursuing our public benefit purpose and considering the interests of our key stakeholders is the best way to build a durable business for the long term, which, we believe, is also in the best interest of shareholders.

We publish this PBC report annually to provide a view into our PBC structure and how it reflects our Vision and Values, our work in pursuing our public benefit purpose and the objectives set by our Board of Directors, and how the consideration of stakeholder interests influences our decision-making and operations.

While the PBC model may not be right for every company, it should be strongly considered by companies with an outsized societal impact, like foundational AI model providers and other key tech infrastructure providers. We are encouraged that Anthropic, one of the technology companies leading the AI revolution, is incorporated as a PBC and appears to have put in place a meaningful PBC governance process. We believe it is critical for society that major technology providers consider more than just the profit incentive in their decision making. The PBC structure can help facilitate such broader thinking.

Our Vision and Values guide our strategy, operations, and decision-making at all levels of the company. We review and reinforce our Vision and Values at every significant meeting or event. While our Vision and Values have remained constant for many years, we review them and consider adjustments annually and we publish a detailed description to all our employees. Below is the exact explanation shared with Veeva employees.

Our Public Benefit Corporation Report

Vision: Building the Industry Cloud for Life Sciences

We are building the industry cloud for life sciences. The industry cloud is cloud software, AI, industry-specific data, and business consulting to help the global life sciences industry become more efficient and effective. We strive for excellence and aspire to become essential to and appreciated by the life sciences industry.

Values

Our values are in priority order:

Do the Right Thing

We pride ourselves on being good people that are honest, direct, and humble. We don’t lie, cheat, or steal. We treat others how we wish to be treated and respect each person as an individual. We trust common sense over excessive rules. We consider customers, employees, the industries we serve, and shareholders in making decisions. Veeva is not all about the money.

Customer Success

Customer success has three parts. First, it's about the people in the companies we serve. They should enjoy working with our products and people. They should be able to count on us and know we will go the extra mile when needed for customer success. Second, it's about the companies. Our products and services should deliver positive value to our customers over the short and long term. And third, for the industries we serve. Veeva products and services should have a positive effect on the industry, making it more efficient, innovative, and effective. We strive to be an outstanding and highly strategic partner to the industry over the long term.

Employee Success

Veeva should be a place where employees can do their best work around great people in an environment of respect, teamwork, excellence, and hard work. Veeva is not for everyone. We are careful about who we hire and take action when it’s not a fit. We prefer to promote internally based on potential. We compensate fairly based on contribution.

Speed

We should try our best to do things quickly and correctly the first time. We should get the important things done today rather than tomorrow. As we grow, we must push decision making down to operating levels to retain our speed, agility, and innovation. We know that as a company grows, it will tend to slow down. We fight against that gravity. We celebrate mistakes and learn from them. A company that has no mistakes has no speed, takes no risks, and has little reward.

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.

We believe that pursuing this public benefit purpose, among other benefits, (i) helps us maintain alignment with the primary industry we serve—life sciences—and its broad goal to improve health and extend lives,

Our Public Benefit Corporation Report

(ii) enhances our relationships with employees and job candidates, and (iii) helps us maintain the long-term perspective that is needed to build a durable and lasting company. Shareholders also benefit when employees are engaged and happy, when partners can collaborate and add value, when customers are more productive, and when customers feel confident partnering on long-term engagements.

Our Board of Directors has established the following objectives as we pursue our public benefit purpose. They may change over time as our business and our relationship with the industries we serve evolves.

Veeva Public Benefit Purpose (Part 1): Providing products and services that make the industries we serve more productive.

Additional representative progress in fiscal 2026 included:

In fiscal 2026, we also entered into a long-term partnership with IQVIA that enables customers to use software, data, technology, and service offerings from Veeva and IQVIA together in a simple and efficient way. The global partnership makes it easy for customers to work with IQVIA and Veeva in key areas including use of IQVIA data in Veeva software and use of IQVIA’s CRO services with Veeva’s clinical software offerings. The partnership is providing real value through cooperation for the benefit of the entire life sciences industry.

Veeva Public Benefit Purpose (Part 2): Creating high-quality employment opportunities.

We continue to improve and refine our hiring process. This year, that included introducing tech-enabled people science tools that we believe help us identify and hire people that may not fit the typical mold and that other companies may miss. We have employed similar tools

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to help us identify the best internal candidates for management roles based on our belief that a great manager is one of the core elements of a high-quality job. We continue to invest in our manager training program—including through significant personal involvement of our CEO—with a particular focus on first-line and first-time managers.

In fiscal 2026, we also pursued legal action against Epic Systems Corporation based on Epic’s sweeping use of employment non-compete agreements that, in our view, stifles employee mobility, entrepreneurship, and innovation. That case was dismissed on procedural grounds related to standing under Wisconsin law, but in no way validated Epic's non-compete practices. We are considering appeal and we have committed to defending any former Epic employees that join Veeva, including through legal means if necessary, if Epic attempts to enforce a non-compete agreement against them.

We consider the interests of our shareholders, customers, employees, partners, the life sciences industry overall, and the communities in which we operate when making decisions. We believe that balancing the interests of these stakeholders is necessary to achieve meaningful success and maintain market leadership for the long term.

We believe a powerful way to show how we operate as a PBC is to share some key decisions from our fiscal year that illustrate stakeholder-balanced decision making. Decisions are leading indicators of operations and results. Key decisions may not impact results for multiple years or may be preventative in nature.

We continue to focus on manager excellence as a significant part of the broader goal to create high-quality employment opportunities. An employee’s work experience is closely tied to the quality and effectiveness of their direct manager. We employ practices specifically targeted to enhance the effectiveness of our managers. These practices include quarterly all-manager Q&A calls with our CEO with a particular focus on addressing and responding to the needs and questions of first-time and first-line managers. We also initiated a bi-annual employee-to-manager feedback process that is structured, simple and anonymous. New this year, we also introduced people science tools to help assess whether internal and external candidates for management roles possess traits consistent with the requirements and expectations of the management role.

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In fiscal 2026, IQVIA and Veeva took a significant step forward for the industry by resolving previous disputes and entering a long-term partnership. Customers can now use software, data, technology, and service offerings from Veeva and IQVIA together in a simple and efficient way. We anticipate notable value for the industry and the significant number of customers that are shared by Veeva and IQVIA. The global partnership makes it easy for customers to work with IQVIA and Veeva in key areas including use of IQVIA data in Veeva software and use of IQVIA’s CRO services with Veeva’s clinical software offerings.

In fiscal 2026, we advanced our Veeva AI vision and strategy. We believe that AI will fundamentally change how drugs are developed and how treatment decisions are made at the point of care. Our goal with Veeva AI is to help the industry greatly increase innovation and productivity so better medicines reach more patients, faster. With our core systems of record spanning the industry’s most critical functions and unique datasets, we are focusing on delivering industry-specific AI deeply integrated into our core applications. Veeva AI is adding agentic AI to the Veeva Vault Platform and deep, industry-specific agents for Veeva applications in all major areas, including clinical, regulatory, safety, quality, medical, and commercial.

This year we progressed our vision to help make clinical trials faster and completely digital. Our vision is to have a fully unified clinical platform that is trusted by the industry. This is about bringing together clinical systems and processes on a single cloud platform to enable end-to-end trial management. We have more than 10 clinical applications today, spanning clinical operations and clinical data management, all on a common platform. And we continue to launch new products critical to the industry. In fiscal 2026, that included products like Veeva SiteVault CTMS, designed to optimize trial management and monitoring of studies and, most recently, Veeva eSource which is a holistic data capture application that facilitates the capture of patient data digitally, improving efficiency and eliminating the need for paper.

As part of our ongoing work to end non-compete agreements in the United States, in January 2026 we filed a lawsuit against Epic Systems Corporation challenging Epic’s sweeping use of employment non-compete agreements that, in our view, stifles employee mobility, entrepreneurship, and innovation. That case was dismissed on procedural grounds related to standing under Wisconsin law, but in no way validated Epic's non-compete practices. We are considering appeal and we have committed to defending any former Epic employees that join Veeva, including through legal means if necessary, if Epic attempts to enforce a non-compete agreement against them. No company should be able to control the choices of their former employees and dictate where they can work after leaving.

We continue to invest in and grow Vault Basics, a turnkey offering designed for emerging biotechs. Vault Basics allows smaller companies to deploy industry-leading Veeva Vault applications at lower cost. Unique to the industry, Vault Basics enables biotech start-ups to leverage best-of-breed industry applications that are pre-configured and pre-validated for fast deployment and that require no professional service fees for implementation. Vault Basics was designed to bring best-in-class software solutions to the smaller but still industry-critical side of the life sciences industry. It is part of our broader commitment to think of the whole life sciences industry as a customer.

Our Public Benefit Corporation Report

Our Operations Practices keep us aligned to our Vision and Values, stakeholder interests, and public benefit purpose as we scale. Eight of the most important and representative operational practices that were significant in the past year are:

Our Board unanimously recommends a vote “FOR” ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2027.

Our Audit Committee has appointed the firm of KPMG LLP, independent registered public accountants, to audit our financial statements for the fiscal year ending January 31, 2027. KPMG has audited our financial statements since the fiscal year ended January 31, 2010. In compliance with Sarbanes-Oxley requirements, the lead audit partner from KPMG rotates off our account every five years. The last lead audit partner rotation occurred in April 2023.

Notwithstanding its selection and even if our shareholders ratify the selection, our Audit Committee, in its discretion, may appoint another independent registered public accounting firm at any time if the Audit Committee believes that such a change would be in the best interests of Veeva and its shareholders. At the Annual Meeting, the shareholders are being asked to ratify the appointment of KPMG as our independent registered public accounting firm for the fiscal year ending January 31, 2027. Our Audit Committee is submitting the selection of KPMG to our shareholders because we value our shareholders’ views on our independent registered public accounting firm and as a matter of good corporate governance. Representatives of KPMG will be present at the Annual Meeting, and they will have an opportunity to make statements and will be available to respond to appropriate questions from shareholders.

If this proposal does not receive the affirmative approval of a majority of the votes cast on the proposal, the Audit Committee would reconsider the appointment.

The following table sets forth all fees paid or accrued by us for professional audit services and other services rendered by KPMG for the fiscal years ended January 31, 2026 and 2025:

Consistent with requirements of the SEC and the PCAOB regarding auditor independence, our Audit Committee is responsible for the appointment, compensation, and oversight of the work of KPMG. In recognition of this responsibility, our Audit Committee (or the chair if such approval is needed on a time-urgent basis) generally pre-approves all audit and permissible non-audit services provided by KPMG. These services may include audit services, audit-related services, tax services, and other services. All services provided by KPMG for our fiscal years ended January 31, 2026 and 2025 were pre-approved by our Audit Committee, except for minor services which in the aggregate did not exceed 5% of the fees we paid to KPMG for each fiscal year.

This Compensation Discussion and Analysis explains our compensation philosophy, policies, and practices for the following individuals, who are our “named executive officers” or “NEOs” for fiscal 2026.

More detailed information about the compensation provided to our NEOs is set forth in the Summary Compensation Table and other tables that follow this section, including the accompanying footnotes and narratives relating to those tables.

We did not make any material changes to our executive compensation program for fiscal 2026. As further detailed in the table below, three primary components made up our executive compensation program in fiscal 2026: base salary, short-term equity incentives (a “stock bonus”) in the form of an annual restricted stock unit (“RSU”) grant that vests over one year, and long-term equity incentives in the form of annual grants of stock options that vests over four years. In 2022 (or, in the case of executive officers that joined after fiscal 2023, when they started their role at Veeva), in addition to the above-mentioned compensation, we granted our executive officers, except for our CEO, a one-time special equity retention grant of RSUs and stock options that cliff vested at the completion of four years of service.

Our Pay