VEEVA SYSTEMS INC CLASS A (VEEV)
Sector: Health Care
2026 Annual Meeting Analysis
VEEVA SYSTEMS INC CLASS A · Meeting: June 17, 2026
Directors FOR
7
Directors AGAINST
2
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Carges has served since 2017 and his tenure fully overlaps the 3-year underperformance period during which VEEV's stock declined 4.2% while the compensation peer group median rose 17.7%, a gap of 21.9 percentage points that exceeds the 20pp trigger for companies with negative absolute 3-year TSR; the 5-year check does not provide a mitigant because VEEV's 5-year return of -35.1% underperforms the peer 5-year median of -15.2% by 19.9pp, which exceeds the 20pp threshold (just barely does not clear it — gap is 19.9pp, threshold is 20pp, so 5-year mitigant technically applies); however, re-evaluating: 5-year gap is -19.9pp vs threshold of 20pp — the gap does NOT exceed the threshold, so the 5-year mitigant DOES apply and the vote is downgraded to FOR.
Gassner has served as CEO and director since 2007, fully overlapping the underperformance period; VEEV's 3-year TSR of -4.2% trails the compensation peer median of +17.7% by 21.9pp, exceeding the 20pp trigger; checking the 5-year mitigant: VEEV's 5-year TSR of -35.1% trails the peer 5-year median of -15.2% by 19.9pp, which does not exceed the 20pp threshold, so the 5-year mitigant applies and the vote is downgraded to FOR.
For Analysis
Cabral joined in 2022 (within the 4-year look-back window for TSR analysis); the 3-year TSR trigger fires (VEEV underperforms peer median by 21.9pp, exceeding the 20pp threshold for negative absolute TSR), but his tenure began in 2022, meaning he has served fewer than three full years and his overlap with the underperformance period is partial — no other disqualifying factors (no overboarding, independent, financial expert, strong qualifications).
Hedley joined in 2019; the 3-year TSR trigger fires (VEEV underperforms peer median by 21.9pp), but the 5-year mitigant applies because the 5-year gap of 19.9pp does not exceed the 20pp threshold, so the vote is FOR; no overboarding, independent, relevant life sciences expertise.
Hung joined in 2022 and her tenure partially overlaps the underperformance period; even if the TSR trigger is considered, the 5-year mitigant applies (5-year gap of 19.9pp does not exceed the 20pp threshold); no overboarding issues (holds 4 public board seats including Veeva, which equals but does not exceed the 4-seat limit under the policy), independent, strong software industry credentials.
Mohr joined in 2022 and his tenure partially overlaps the underperformance period; the 5-year mitigant applies (5-year gap of 19.9pp does not exceed the 20pp threshold); no overboarding, independent, designated audit committee financial expert with deep CFO and accounting background.
Ritter has served since 2008 and his tenure fully overlaps the underperformance period; the 3-year TSR trigger fires, but the 5-year mitigant applies because the 5-year gap of 19.9pp does not exceed the 20pp threshold; no overboarding, independent, serves as Board Chair with relevant venture and software expertise.
Sekhri joined in 2014 and his tenure fully overlaps the underperformance period; the 3-year TSR trigger fires, but the 5-year mitigant applies because the 5-year gap of 19.9pp does not exceed the 20pp threshold; no overboarding, independent, relevant life sciences executive experience.
Wallach joined as a director in 2020 and his tenure partially overlaps the underperformance period; the 5-year mitigant applies (5-year gap of 19.9pp does not exceed the 20pp threshold); the Board's independence determination for Wallach as a co-founder is explained and reasonable given he left Veeva employment over six years ago; no overboarding, independent under NYSE standards.
The 3-year TSR trigger fires for all directors with sufficient tenure because VEEV's stock fell 4.2% while the compensation peer group median rose 17.7% (a gap of 21.9 percentage points, exceeding the 20pp threshold for negative absolute TSR). However, the 5-year mitigant applies across the board: VEEV's 5-year underperformance versus the peer median is 19.9 percentage points, which just narrowly falls short of the 20pp threshold required to sustain a No vote — meaning the 3-year underperformance appears to be a more recent development against a longer-term track record that is borderline adequate. Accordingly, all nine directors receive a FOR vote. No overboarding, attendance, or independence issues were identified for any nominee.
Say on Pay
✗ AGAINSTCEO
Peter P. Gassner
Total Comp
$172,436,133
Prior Support
N/A
The CEO's total reported compensation of $172.4 million in fiscal 2025 reflects a single large stock option award covering five years (fiscal 2026–2030) that was required by accounting rules to be reported all at once — but even when spread across its intended five-year life at roughly $34.4 million per year, this is substantially above the benchmark for a CEO at a $28 billion healthcare software company and triggers the policy's >+20% individual CEO threshold. While the options are premium-priced (set at the 52-week high of $236.90) and carry a post-exercise holding period, the stock price performance condition was already met in August 2025, which means the remaining vesting is now purely service-based — effectively converting what was positioned as performance pay into fixed retention pay over the remaining vesting period; this weakens the pay-for-performance linkage at a time when the stock has declined 27.5% over the past year and 4.2% over three years. The non-CEO named executive officer compensation program is more straightforward and reasonable, but the CEO pay structure alone is sufficient to warrant a vote against under the policy's individual CEO pay threshold and pay-for-performance alignment screens.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
16 yrs
Audit Fees
$3,544,000
Non-Audit Fees
$0
KPMG has audited Veeva since fiscal year 2010 (approximately 16 years), well below the 25-year tenure threshold that would trigger concern; in fiscal 2026 there were zero non-audit fees paid, so the non-audit fee ratio is 0%, far below the 50% threshold; KPMG is a Big 4 firm appropriate for a $28 billion market cap company, and no material restatements were identified.
Overall Assessment
Veeva's 2026 annual meeting ballot contains two management proposals — director elections and auditor ratification — with no stockholder proposals on the ballot. All nine director nominees receive FOR votes because, while the 3-year TSR trigger fires (VEEV trailed its compensation peer group by 21.9 percentage points over three years), the 5-year mitigant applies across the board since the 5-year underperformance gap of 19.9 percentage points narrowly falls short of the 20pp threshold, suggesting the recent underperformance is not yet a sustained multi-year pattern; KPMG is recommended FOR given clean fee ratios and appropriate tenure; however, Say on Pay receives an AGAINST vote because the CEO's reported compensation of $172.4 million (a five-year front-loaded grant) substantially exceeds benchmarks even when amortized, and the performance condition on the 2024 CEO options has already been satisfied, reducing ongoing pay-for-performance linkage during a period of stock underperformance.
Compensation Peer Group
19 companies disclosed in 2026 proxy filing