UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.     )

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 i IQVIA HOLDINGS INC.

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Accelerating innovation for a healthier world

NOTICE

OF 2024 ANNUAL MEETING OF STOCKHOLDERS

 

Time, Date & Location

9:00 a.m. E.D.T.

Tuesday, April 16, 2024

 

Hotel Zero Degrees
15 Milestone Road
Danbury, Connecticut 06810

 

YOUR VOTE IS IMPORTANT

To make sure your shares are represented, please cast your vote as soon as possible in one of the following ways:

 

INTERNET Go to the website shown on your proxy card and follow the instructions		TELEPHONE Use the toll-free number shown on your proxy card or voting instruction form		MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope

 

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to Be Held on April 16, 2024:

 

Our Notice of Meeting, Proxy Statement, Form of Proxy Card & 2023 Annual Report on Form 10-K are available at: https://materials.proxyvote.com/46266C

 

We recommend that you review the information on the process for, and deadlines applicable to, voting, attending the 2024 Annual Meeting and appointing a proxy under “About the 2024 Annual Meeting” on page 125 of the Proxy Statement.

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Message from our Lead Independent Director

IQVIA HOLDINGS INC. 2400 Ellis Road Durham, North Carolina 27703

John M. Leonard, M.D. Lead Independent Director February 23, 2024

Dear Stockholders:

On behalf of the Board of Directors, I would like to thank you for your continued support of IQVIA. As your Lead Independent Director, it is my distinct pleasure to outline the efforts of the Board to provide robust, independent oversight in furtherance of your interests. Throughout 2023, consistent with prior years, the Board worked closely with our Chief Executive Officer and management team to further IQVIA’s overall mission, enhance our corporate governance program, advance our sustainability initiatives, and to proactively engage with our stockholders.

We provide robust corporate governance and independent oversight of the Company’s long-term strategy.

An essential role of the Board is to provide robust corporate governance and effective independent oversight of IQVIA’s corporate strategy and execution. The Board regularly reviews our corporate governance policies and practices and has continued to make enhancements that we believe are in the best interests of the Company and our stockholders. Key 2023 accomplishments include, among others:

The Board works closely with our Chief Executive Officer and senior management to formulate and oversee the Company’s long-term strategy to ensure that we are well positioned to succeed in a complex and rapidly changing healthcare environment. 

We oversee the Company’s sustainability initiatives.

The Nominating and Governance Committee (N&G Committee) of the Board has oversight responsibility of sustainability matters. Colleen Goggins, the Chair of the N&G Committee, and I actively advance our continuing sustainability efforts and initiatives through regular meetings with our Chief Executive Officer and management team and with our stockholders. We are very proud of our recent sustainability accomplishments, which include, among others:

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We invite you to review our 2023 Environmental, Social and Governance Report, which is available on our website at https://www.iqvia.com/esg, and to learn more about our sustainability priorities and practices beginning on page 38 of this Proxy Statement.

We have a robust stockholder engagement program and engage regularly with our stockholders.

Engagement with stockholders remains a key focus for IQVIA and an important part of the Board’s longstanding commitment to sound governance practices and responsiveness to stockholder input. Our annual stockholder engagement program involves meetings with a broad base of stockholders to discuss performance, corporate governance, environmental and social impacts, human capital management, executive compensation and other matters of importance. During the past year, both Colleen and I regularly participated in these meetings. Our ongoing dialogue with stockholders provides us with valuable insight and feedback throughout the year, allowing the Board to better understand our stockholders’ priorities and perspectives and to incorporate them into the Board’s deliberations and decision-making processes. During 2023, we engaged with stockholders representing approximately 35% of our outstanding common stock.

As we move forward in 2024 and beyond, we will continue to work hard on your behalf as stewards of the Company to help ensure the continued success of IQVIA. On behalf of the full Board, I sincerely thank you for your continued trust and investment in IQVIA. Your vote is important, and we kindly request that you support our voting recommendations contained in this Proxy Statement and invite you to share your perspectives with us throughout the year.

Sincerely,

John M. Leonard, M.D. 

Lead Independent Director 

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Message from our CEO

IQVIA HOLDINGS INC. 2400 Ellis Road Durham, North Carolina 27703

Ari Bousbib Chairman and Chief Executive Officer February 23, 2024

Dear Stockholders:

At IQVIA, our mission is to accelerate innovation for a healthier world. Our 87,000 global employees across more than 100 countries are passionate about solving healthcare’s most complex challenges. We integrate our cutting-edge technology with our world class services to deliver innovative solutions for over 10,000 life science, regulator and provider customers.  

Our industry faced another year of unprecedented turmoil, with geopolitical instability and macroeconomic forces continuing to wreak havoc across the globe. Despite this tumultuous environment, I am proud that we delivered improvements across our key financial and operational metrics and, importantly, ensured patients maintained access to the critical therapies they need. 

The outlook for our industry is extremely robust. The demand for innovation has never been greater, the funding for this innovation has never been higher, and the number of molecules in development has never been larger. More than 100 new oncology drugs are expected to be developed and commercialized in the next five years, as many as 50 cell, gene and mRNA therapies will come to market in that timeframe and the growth of the pharmaceutical market is expected to reach 8% CAGR by 2028. This is a time of unprecedented medical progress and IQVIA is uniquely positioned to support our industry deliver on its promise to improve patient lives.  

Financial, Strategic and Operational Achievements

In 2023, revenue grew to $15.0 billion, representing 4% growth on a reported basis and 4.1% growth on a constant currency basis. Adjusted EBITDA, our primary measure of profitability, grew 6.7% to $3.6 billion and adjusted diluted earnings per share increased by 0.4% to $10.20. Adjusting for the impact of the step-up in interest rates and the UK corporate tax rate, adjusted diluted earnings per share grew by 12%. 

Across each of our core business segments, we delivered on our expectations. Research & Development Solutions (R&DS) grew 6% on a reported basis, 6% on a constant currency basis and 13% at constant currency when we eliminate Covid-related business from both years. Our Contract Sales & Medical Solutions (CSMS) business declined by 2.2% on a reported basis and 0.3% at constant currency. Our Technology & Analytics Solutions (TAS) business grew 2.0% on a reported basis and 2.1% at constant currency.

This year we took the opportunity to refinance tranches of our debt with nearer term maturities. In November, we successfully refinanced approximately $2.75 billion dollars, effectively extending maturities to 2029 and 2031. The strong demand for IQVIA debt allowed us to tighten pricing and lock-in an average fixed rate below 4.9 percent after swaps.  This refinancing reduced our interest rate risk with over 80 percent of our debt now at fixed rates. 

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The strength of our balance sheet and strong cash flow allowed us to invest $649 million on internal development projects, deploy almost $1 billion to make strategic acquisitions and investments, and return approximately $1 billion of cash to stockholders through the repurchase of more than 5 million shares of our common stock at an average price of $197 per share. 

Underpinning our financial performance were strong strategic and operational achievements, which included:

Investments in Talent

IQVIA attracts talent that is passionate about improving patient outcomes. We invest heavily so our talent can accomplish this goal. This year we made significant progress against our learning and development agenda, for example we:

We want our talent to be reflective of the communities we serve as well as feel that they belong at IQVIA so they can make a meaningful contribution to the Company’s mission. This year we have seen a 110% increase in our Employee Resource Group membership with almost 12,000 members across eight global ERGs representing 73 countries. We have 90 different ethnicities represented across our employee population, 61% of our global workforce are women, 52% of our global managers are women and 40% of IQVIA’s Board of Directors are women. In the U.S. alone, almost 40% of our employees identify as minority and 44% of new hires identify as minority. 

Through our semi-annual Employee Pulse Survey, we continue to measure the progress we are making in employee engagement and satisfaction. 87% of employees see a clear link between their work and our shared vision, 5 points above the Fortune 500 benchmark. 79% of employees feel like they belong at the Company, 3 points above the Fortune 500 benchmark, and 88% feel they are acquiring the skills they need to be successful, 7 points above the Fortune 500 benchmark.   

Environmental, Social and Governance Enhancements

In line with our commitment to net zero we verified our greenhouse gas emissions reduction targets - including our net zero by 2050 target - with the Science Based Targets initiative (SBTi). We reduced our absolute scope 3 emissions by 31% and removed over 3,000 kg of single use plastics from our business. In addition, we increased the reuse of electronic devices by more than five times. We continue to reduce our global real estate footprint and therefore our energy

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consumption and emissions. We now have thirteen labs across Europe, Asia and the Americas that have achieved the My Green Lab certification. In furtherance of our sustainability agenda, we continue to work with our suppliers to commit to and set SBTi targets, including mandatory training as part of their supplier agreements.

In support of our commitment to public health we established our dedicated global public health business in 2023.  IQVIA Public Health now works with more than 75 clients across the globe. We partner with some of the largest NGOs in the world, including the Global Fund and (RED) to improve the detection of threats before they become pandemics in low to middle income countries. IQVIA also works with the Coalition for Epidemic Preparedness (CEPI) in support of its 100 Days Mission, an ambitious plan to compress vaccine development timelines to 100 days. In October we held our second annual Africa Health Summit in Kigali, Rwanda, bringing together nearly 300 healthcare stakeholders from 28 different countries to discuss how to address the diverse unmet needs across the continent. 

IQVIANs continue to make a positive impact in their communities. In 2023, IQVIANs donated their time to a variety of community service activities. These included supporting adults with learning difficulties, helping students from disadvantaged backgrounds improve their career prospects, campaigning for stem cell donor registrations, staffing food banks, refurbishing schools and more. This generosity of spirit is truly humbling.

We are continually strengthening our corporate governance program, which is critical in supporting our sustainability goals, promoting accountability, and driving long term shareholder value. Since 2020, we have made more than 25 distinct enhancements to our corporate governance program, as well as added significant additional disclosures to provide greater transparency on our policies and practices. Our key accomplishments in 2023 were outlined by our lead independent director in his message above.

We were pleased to be recognized in FORTUNE’s annual list of World’s Most Admired Companies for the seventh year in a row. For the third year in a row, IQVIA was named the number one most admired company in our category, Healthcare: Pharmacy and Other Services. In addition, IQVIA earned first place ranking in six of nine categories, including quality of management, people management, innovation, quality of products and services, global competitiveness, and use of corporate assets.

Looking to 2024 and beyond, I am confident that our industry will weather the geopolitical and macroeconomic challenges we face. Demand for innovation remains strong as patients continue to look to our industry to provide the best possible outcomes for them and their families. As always, IQVIA stands resourced and ready to support our customers deliver for the patients we collectively serve. 

I, and everyone at IQVIA, deeply value the trust that our customers, stockholders, and partners around the world continue to place in us. I look forward to keeping you updated throughout 2024. 

Ari Bousbib 

Chairman and Chief Executive Officer 

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Proxy Statement Summary

This summary highlights information contained elsewhere in this Proxy Statement and does not contain all the information you should consider. You should read the entire Proxy Statement carefully before voting. 

Matters to Be Voted Upon

The following table summarizes the proposals to be voted upon at the 2024 Annual Meeting of Stockholders of IQVIA Holdings Inc. (IQVIA or the Company) to be held on Tuesday, April 16, 2024, and the voting recommendations of the Company’s Board of Directors (the Board) with respect to each proposal.

Our proxy materials, which include this proxy statement and our 2023 annual report, are first being mailed or made available to stockholders on or about February 23, 2024.

	YOUR VOTE IS IMPORTANT
	Please register for e-delivery of proxy materials: Scan the QR Code or visit www.proxyvote.com

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Who We Are

IQVIA has one of the largest and most comprehensive collections of healthcare information in the world, including more than 1.2 billion comprehensive, longitudinal, non-identified unique patient records spanning sales, prescription and promotional data, medical claims, electronic medical records, genomics and social media. We continue to grow our information set to offer even greater intelligence—we currently hold more than 61 petabytes of proprietary data sourced from approximately 150,000 data suppliers and over 1 million data feeds globally. As a global leader in protecting individual patient privacy, we employ a range of technologies and safeguards to protect individual identities all while generating insights at scale. With our sophisticated analytics and global technology infrastructure, we help our clients use this data to run their organizations more efficiently and make better decisions.

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Commitment to Public Health

We intend to pursue our corporate purpose of advancing healthcare outcomes for patients by overcoming some of the biggest challenges facing global health, through collaborations with numerous stakeholders in the healthcare ecosystem. We are passionate about helping customers pursue this goal, and we continuously push ourselves to do more to advance public health efforts and improve health for all.

We are committed to doing our part by harnessing our resources and expertise to identify, understand and address unmet public health needs. We believe that by unleashing the power of Human Data Science—the integration of the study of human science with breakthroughs in data science and technology—we can reimagine ways to address the most complex global health challenges.

We do not undertake these challenges alone. Working in partnership with life science companies, medical researchers, government agencies, payers, nonprofit organizations and other healthcare stakeholders, we deliver insights and solutions that make meaningful differences in global public health.

At the Forefront of Creating a Healthier World

Our work with nonprofit organizations, government agencies, non-governmental organizations (NGOs), patient advocacy groups and other healthcare stakeholders puts us on the front lines of the global public health conversation. We set the agenda for public discussion of healthcare topics—ranging from biosimilar sustainability to orphan drug development and biopharmaceutical innovation—by regularly publishing original, independent reports.

Access to infrastructure and standards. We actively build collaborations in the global health space, with the aim to promote health equity in developing nations and improve health outcomes globally. These projects often span several years and include a mix of sponsorship and sharing of our knowledge and experience. At an international level, we have ongoing relationships with the World Economic Forum, the Bill and Melinda Gates Foundation and the Global Fund to Fight AIDS, Tuberculosis and Malaria. Through these collaborations, we utilize our capabilities and networks to enable progress on global health challenges. 

Patient empowerment. We have a long-standing commitment to pursue patient engagement strategies to better educate and include patients in the evolving clinical research environment. This important work is enabling people to receive health services, clinical trial education and active connections to clinical research programs across the globe.

Improving outcomes for patients and populations. We dedicate a significant amount of time and resources to working alongside governments, NGOs, and academia to enable faster and more robust approaches to tackling some of the world’s most pressing health challenges. We create intelligent connections that enable these organizations to discover previously unseen insights, drive smarter decisions, and unleash new opportunities. We have joined numerous organizations to help develop, enhance and optimize patient registries, which play an important role in healthcare. Patient registries are collections of data related to patients with a specific diagnosis or condition. 

Regulatory evolution. IQVIA works alongside regulators and policymakers to foster a regulatory environment that advances human health and the conduct of clinical trials. Modernizing clinical trials and evidence generation is at the core of IQVIA’s mission and a key priority for regulators, especially following the pandemic. From validating decentralized trial approaches through regulatory engagement to early leadership in dose optimization trial designs, IQVIA is at the forefront of trial optimization and shaping regulatory thinking.

Transforming public health in Africa. Alongside our partnership with (RED) and The Global Fund (see page 46) and our contribution to research on antimicrobial resistance, we are partnering with stakeholders to support pandemic preparedness, develop a coordinated clinical trials ecosystem, evaluate healthcare supply chains and assess the deployment of digital health platforms in the region. In 2023, we held the second IQVIA Africa Health Summit in Kigali, Rwanda—a two-day event that brought together public health experts to share knowledge and exchange ideas about how to advance Africa’s health through data, technology and innovative research. More than 280 attendees participated, representing 28 countries, in interactive sessions covering topics such as driving health innovation through clinical research and the role of innovation in improving access to healthcare.  

Pioneering New Heights for Diversity in Clinical Trials

IQVIA has developed significant capabilities to assist sponsors in enrolling diverse populations, including traditionally underserved communities, into clinical research studies. This is accomplished by embedding diversity across planning and execution of clinical trials that reflect the communities impacted by the disease or conditions under study to advance scientific understanding, improve health equity and accelerate new therapies. IQVIA believes achieving diverse representation in clinical trials requires a proactive, concerted approach that begins at the earliest stages of trial

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planning and is deliberately factored into site selection, site training and recruitment strategy. IQVIA’s multi-faceted, trial-lifecycle approach to achieving clinical trial diversity is designed to address known and suspected causes of underrepresentation, while also considering challenges specific to the therapeutic area and trials overall. 

IQVIA has established its leadership position in this important initiative, working closely with health regulators, sponsors, and industry associations, along with making significant internal investments, to drive increased diversity in clinical trials, which we believe to be essential to understanding potential variability in treatment effect, inform better health care decisions and contribute to improving health equity.

Recently, we supported a large pharmaceutical company in a respiratory syncytial virus (RSV) vaccine trial and through use of our data and novel site and direct-to-patient strategies to increase ethnic diversity participation, we were able to achieve over 1.7 and 1.6 times higher enrollment rates of Black and Hispanic participants, respectively, than originally expected. This built on the success we achieved across our COVID-19 vaccine trials, where we achieved 1.7 times higher enrollment of diverse populations than our peers. 

Leveraging a distinctive combination of diversity regulatory insights, epidemiology and therapeutic expertise and data assets, IQVIA supports sponsors both large and small in developing meaningful and achievable diversity plans for regulators.

Sustainability Highlights

We are committed to delivering on our purpose of helping our clients improve healthcare outcomes for patients. Sustainability is a core consideration in achieving this—identifying and acting on the environmental, social and governance (ESG) issues most relevant to our business and stakeholders. Our sustainable business practices are organized in this Proxy Statement under the pillars of People, Public and Planet.

As an industry leader, we continually look for ways to advance and strengthen our sustainability and citizenship efforts and report on our progress each year in our annual ESG Report, which is available on our website at https://www.iqvia.com/esg.

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See pages 38-48 for more information regarding our sustainability program.

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Corporate Governance Highlights

BOARD OF DIRECTORS
		Our current director nominees, representing 60% of our Board, are each up for election to a one-year term this year
		Annual election of 100% of our directors beginning in 2025
		Lead Independent Director, elected by the independent directors, with power to call special meetings of the Board, among other key responsibilities
		All directors except our chairman are independent
		100% independent Board committees
		50% of Board members are women and/or racially or ethnically diverse
		Director retirement policy at age 74 to encourage board refreshment
		Annual Board and committee self-assessments
		Majority voting standard for directors in uncontested elections
STOCKHOLDER RIGHTS AND ENGAGEMENT
		Stockholder proxy access
		Stockholder right to call a special meeting
		Active stockholder outreach and engagement program
		Single class of voting stock
		No supermajority voting requirement for stockholders
		No “poison pill” (stockholder rights plan)
GOVERNANCE BEST PRACTICES
		Two clawback policies, one applicable to our Section 16 officers in the event of a material financial restatement and a second, supplemental clawback policy that applies to a wider set of employees and covers a broader set of misconduct
		Robust share ownership guidelines for both directors and key executives
		Securities Trading Policy in place, including anti-hedging and anti-pledging terms, without exception
		Risk oversight by the Board, Board committees and Enterprise Risk Council
		Comprehensive Whistleblower Policy in place
		Rooney Rule policy requiring formal director and CEO searches to include an initial list of diverse candidates
		No excise tax gross-ups on severance or change in control payments or benefits
		Annual say-on-pay vote
		Multi-year vesting requirements for performance share awards
		Long-term incentive compensation delivered in performance-based equity

See pages 26-50 for more information regarding our corporate governance.

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Director Snapshot

The following table provides information about our director nominees, assuming they are reelected at the 2024 annual meeting and continuing directors.

* The Leadership Development and Compensation Committee (LDC Committee).

** Director nominees up for election to one-year terms.

Declassification of Board of Directors

At our 2022 annual meeting, stockholders provided overwhelming support for the Company’s proposal to declassify our Board. As a result, we amended our Certificate of Incorporation to eliminate the classification of our Board over a three-year period beginning with the 2023 Annual Meeting. Beginning with the 2025 annual meeting, 100% of our director nominees will be elected for one-year terms. All of our 2024 director nominees, representing 60% of our Board, are up for election to one-year terms this year and 100% of our directors will be up for election to one-year terms in 2025.

Board Diversity

The following graphics provide information about the diversity of our Board.

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Qualifications and Experience of Directors

We believe our directors bring a well-rounded variety of experience, qualifications, attributes and skills, provide fresh perspectives and represent a mix of deep knowledge of the Company and our industry. As we review our long-term strategy, we also evaluate what current and future skills and experience our Board requires, and we weigh those skills when assessing our current directors and potential director candidates. The table below summarizes our directors’ key experiences, qualifications and core competencies.⁽¹⁾

	Ari Bousbib	Carol J. Burt	John P. Connaughton	John G. Danhakl	James A. Fasano	Colleen A. Goggins	John M. Leonard M.D.	Leslie Wims Morris	Todd B.   Sisitsky	Sheila A. Stamps
Public Company CEO/ President Experience serving as CEO or President of a publicly-traded company
Public Company Board Experience serving on and/or leading boards/ committees of other large publicly-traded companies
Healthcare Experience in executive positions within the healthcare industry
Technology Knowledge or experience that contributes to the Board’s understanding of technology and/or data protection and/or cybersecurity
Financial Experience analyzing financial statements, capital structures and complex financial transactions, and overseeing accounting and/or financial reporting processes
Global Experience operating in a global context internationally or at a global company
Government & Public Policy Experience in government role, public service, government affairs or community relations
Diversity Racial/ethnic or gender diversity

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Executive Compensation Practices Highlights

The key features of the program, which are consistent with feedback received from stockholders, are highlighted below.

Below we highlight key practices that we consider good governance features of our executive compensation program.

WHAT WE DO
		Align significant percentage of executive pay with performance				Use an objective, formulaic approach to determining short-term incentive awards
		Annual say-on-pay vote				Appropriately balance short- and long-term incentives
		Set challenging yet achievable performance objectives for our named executive officers				Conduct annual performance evaluations of the named executive officers at the LDC Committee level
		Conduct an annual compensation risk review and assessment				Limit LDC Committee discretion to adjust short-term incentive awards to no more than 1/6th of the final award
		Offer transparent disclosure of achievements for all performance measures and metrics used to determine short-term incentive awards				Align executive compensation with stockholder returns by providing the majority of total compensation in the form of performance-based long-term incentive awards
		Align executive compensation with progress on ESG matters by including specific ESG-related objectives in our short-term incentive award program				Regularly engage with our stockholders on our compensation program and implement enhancements based on feedback received
		Use multi-year vesting requirements for long-term awards				Utilize expertise of an external independent compensation consultant
		Include non-solicitation and non-competition provisions in award agreements				Disclose targets for long-term incentive awards upon vesting
		Cap the payout at target for the portion of performance share awards based on Relative Total Shareholder (TSR) if our absolute TSR for the three-year performance period is negative				Have two clawback policies, one applicable to our Section 16 officers in the event of a material financial restatement and a second, supplemental clawback policy that applies to a wider set of employees and covers a broader set of misconduct
		Maintain meaningful share ownership guidelines				Utilize a competitive peer group

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WHAT WE DON’T DO
		Sign contracts with multi-year guaranteed salary increases or non-performance bonus arrangements				Reprice underwater stock options or Stock Appreciation Rights (SARs) without stockholder approval
		Gross up for excise taxes				Pay unearned dividends prior to vesting
		Have single-trigger equity vesting				Allow hedging or pledging of Company shares

Enhancements to 2023 Long-Term Performance Awards Based on Investor Feedback

To further align the interests of our executive officers with those of our stockholders, a substantial portion of the total compensation paid to our executive officers is delivered in the form of performance-based and time-based equity awards. Performance share awards (also referred to as PSUs herein), which are earned over a three-year period, are based on Adjusted (Earnings Per Share) EPS performance, which accounts for 75% of the award, and Relative Total Stockholder Return (Relative TSR) performance, which accounts for 25% of the award. The number of performance shares a named executive officer may earn ranges from 0% of the executive’s target award to 200% of the target award. Prior to 2023, even if our Relative TSR performance was negative, executives could still earn up to 200% of that portion of the award depending upon our performance relative to the S&P 500 over the three-year performance period. See pages 69-71 for more information on our Long-Term Incentive Awards.

New for 2023. In response to investor feedback, and after a review of market practice, the LDC Committee changed the criteria used to select the Company’s compensation peer group to better align with the Company’s near-term strategic objectives and, based on the new criteria, selected a new compensation peer group used for all named executive officers, including our Chief Executive Officer, eliminating the supplemental compensation peer group previously used for our Chief Executive Officer. We also significantly increased disclosure about the criteria used to select the compensation peer group.

New for 2023. In response to investor feedback, and after a review of market practice, the LDC Committee adopted a policy, beginning with the 2023 performance share awards granted to our named executive officers, to cap the payout at target for the portion of performance share awards based on Relative TSR if our absolute Total Stockholder Return (TSR) for the three-year performance period is negative.

New for 2023. In response to investor feedback and to further align the interests of our named executive officers with stockholders, the LDC Committee changed the mix of equity awards granted to our named executive officers to increase the percentage of performance share awards as a percentage of the total long-term incentive awards granted from 50% in 2022 to 75% in 2023. Time-based restricted stock unit awards are no longer included in our annual long-term incentive awards granted to our named executive officers.

New for 2023. In response to investor feedback, the LDC Committee approved an increase in the Relative TSR target performance from the median to the 55^th percentile for the three-year TSR vs. Relative TSR performance metric of our performance share awards to receive a target payout of 100% for that portion of the performance share awards.

CEO and Named Executive Officer Pay Mix

The following charts reflect the mix of pay for our Chief Executive Officer (89.0% performance-linked) and the average for our other named executive officers (82.9% performance-linked).

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Upon the recommendation of the N&G Committee, the Board has nominated each of Ari Bousbib, Carol J. Burt, Colleen A. Goggins, John M. Leonard, M.D., Todd B. Sisitsky and Sheila A. Stamps for election to a new term of one year at the 2024 Annual Meeting.

Ari Bousbib	Carol J. Burt	Colleen A. Goggins
John M. Leonard, M.D.	Todd B. Sisitsky	Sheila A. Stamps

If elected, each of the six director nominees will serve for a term of one year and until their successor is duly elected and qualified or until their earlier death, resignation, retirement, disqualification or removal.

The Board believes that each of the nominees has a record of integrity, a strong professional reputation, and a history of entrepreneurial or managerial achievement. The specific experience, qualifications, attributes and skills of each nominee that led the Board to conclude that the individual should serve as a director are described in their respective biographies below.

Shares represented by executed proxies will be voted for or against or abstained from voting on the election of the six nominees named above. If a nominee becomes unavailable for election or unable to serve as a director, and the Board does not choose to reduce the size of the Board, such shares will be voted for the election of such substitute nominee as the Board may propose. Each nominee has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve if so elected. Directors are elected by a majority of the votes cast. Pursuant to our Director Resignation Policy, any director who fails to receive a majority of votes cast in an uncontested election must tender his or her resignation to the Board.

 

For	THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NAMED NOMINEE.

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Board of Directors

The Board is currently made up of ten directors. Set forth below is biographical information for each of the director nominees and all of the continuing directors. The biographies also note the specific skills and experience that make these individuals well-qualified to serve on the Board.

Director Nominees for Election to a One-Year Term Expiring at the 2025 Annual Meeting of Stockholders

	ARI BOUSBIB	Age: 62
	Director since: 2016 Chairman and Chief Executive Officer

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	SHEILA A. STAMPS	Age: 66
	Director since: 2022 INDEPENDENT Audit Committee Audit Committee Financial Expert

Continuing Directors Not Up For Election

	JOHN P. CONNAUGHTON	Age: 58
	Director since: 2008 INDEPENDENT LDC Committee

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Corporate Governance

The Board is responsible for supervising the overall affairs of the Company. The Board oversees our senior management, to whom it has delegated authority to manage the Company’s day-to-day operations. Directors are kept informed of our business through discussions with our Chief Executive Officer and other members of senior management of the Company, by reviewing materials provided to them and by participating in meetings of the Board and its committees. 

The Board has adopted Corporate Governance Guidelines which, together with our Certificate of Incorporation, Bylaws and the other documents listed below, form the governance framework for the Board and its committees. The following sections provide an overview of our corporate governance structure and practices.

Documents Establishing Our Corporate Governance

The following documents are the foundation of corporate governance at IQVIA:

These documents and other important information on our corporate governance are posted under “Governance” on the “Investor Relations” section of our website and may be viewed at http://ir.iqvia.com. We will also provide printed copies of these documents free of charge to any stockholder who sends Investor Relations a request at: IQVIA Holdings Inc., 2400 Ellis Road, Durham, North Carolina 27703. None of the information on, or accessible through, IQVIA’s website is part of this Proxy Statement or incorporated by reference herein.

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Corporate Governance Enhancements

We are committed to maintaining strong corporate governance practices and policies that serve IQVIA’s long-term interests, promote an environment of accountability and contribute to the creation of stockholder value. The Board regularly reviews our corporate governance structure and practices and in recent years has made several enhancements, including the highlights below, it believes are in the best interest of the Company and its stockholders. In fact, over the last several years, the Board has made significant enhancements to our corporate governance program and enacted significant additional disclosures to provide greater transparency on our policies and practices.

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Leadership Structure

The Board, with its diverse skills and experience across a wide range of leadership and management structures, considers our current structure to be the most appropriate leadership structure for our Company in the context of the specific circumstances and challenges facing us today. As structured, the Board functions collaboratively and emphasizes active participation and leadership by all of its members. Our directors regularly engage directly with senior management at each regularly scheduled meeting, where a broad cross-section of senior management present updates on our business and strategy. 

Features of our current structure include:

The Board recognizes there may be circumstances in the future that would lead it to separate the offices of Chairman and Chief Executive Officer. In fact, in the past and as recently as 2016 the Company had separate Chairman and Chief Executive Officer roles. The Board believes that it is currently in the best interests of the Company and its stockholders for Mr. Bousbib to serve as our Chairman and CEO, and not to separate the roles, because it positions Mr. Bousbib to effectively drive future strategy and decision-making for our organization. Our Chairman and CEO has deep knowledge of the business and day-to-day operations of the Company, an acute understanding of the Company’s competitive landscape, an in-depth appreciation of stockholder interests and concerns, and strong relationships with customers, business partners and employees, all of which allow him to provide effective leadership. This leadership is supplemented by our Lead Independent Director, who has a clearly defined role with significant responsibilities, all to ensure effective oversight and governance by the Board. 

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Lead Independent Director

The Lead Independent Director provides strong independent leadership of the Board and oversight of management and strikes the appropriate balance among the Chairman and CEO, management and the independent directors. The position of Lead Independent Director comes with a clear mandate, significant authority and well-defined responsibilities, many of which are outlined in our Corporate Governance Guidelines and include the following:

In addition, the Lead Independent Director:

Dr. Leonard has served as Lead Independent Director since 2018 and has been elected annually by a unanimous vote of the independent directors. Dr. Leonard’s extensive experience in the healthcare industry, including his leadership experience as the chief executive officer of a public healthcare company and service on the boards of public companies, makes him well qualified to serve as our Lead Independent Director.

Chairman and Chief Executive Officer

Mr. Bousbib has been our Chairman and Chief Executive Officer since 2016. We believe that combining the roles of Chairman and Chief Executive Officer provides for effective and efficient leadership because, among other things, it recognizes the value of one person both speaking for and leading the Company and the Board. This structure also recognizes the fact that our Chairman and Chief Executive Officer has a unique depth of knowledge about the Company and the varied and complex opportunities and challenges we face. 

We also have a strong Lead Independent Director, who provides a clear independent voice on the Board and appropriately balances the fact that the Chairman and Chief Executive Officer roles are held by one person. The role of the Chairman is to set the agenda for Board meetings in close coordination with our Lead Independent Director and to preside over general Board sessions, except when the Board meets in executive session without management present to evaluate management’s performance, in which case the Lead Independent Director presides over the Board sessions. 

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Director Independence

The Board assesses the independence of each director on an annual basis or more frequently as circumstances may require. During its most recent assessment, the Board determined that, other than our Chief Executive Officer, each of our directors is currently independent.

In accordance with our Corporate Governance Guidelines and the corporate governance standards of the New York Stock Exchange (NYSE), this determination of independence means that the Board finds that our independent directors have no material relationships with the Company, directly or indirectly, that would interfere with their exercise of independent judgment as directors of the Company.

The Board believes that one of the key elements of effective, independent oversight is that the independent directors meet in executive session on a regular basis, including at each regularly scheduled Board and committee meeting, without the presence of management. These sessions promote open discussion and enable the independent directors to evaluate management’s performance. 

Committees of the Board

To assist in carrying out its duties, the Board assigns responsibilities and delegates authority to its committees, and the committees regularly report on their activities and actions to the full Board. Each committee is empowered to engage outside experts, advisors and counsel to assist the committee in its work, as needed. 

For 2023, the Board had three standing committees:

All three committees are made up entirely of independent directors. In addition, the Board has determined that each director who is a member of the Audit Committee or the LDC Committee meets the higher independence standard as required by Securities and Exchange Commission (SEC) and NYSE rules for service on such committees.

The charters for all three committees are available under “Governance” on the “Investor Relations” section of our website and may be viewed at http://ir.iqvia.com. 

From time to time, the Board may also create ad hoc or special committees for certain purposes.

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AUDIT COMMITTEE

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LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE

NOMINATING AND GOVERNANCE COMMITTEE

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Board’s Role in Risk Oversight

Our Board actively oversees our enterprise risk management program. Our Board’s role in risk oversight is consistent with our overall leadership structure: management is responsible for assessing and managing our short- and long-term risk exposures, and our Board and its committees provide effective oversight through independent monitoring of strategic risks and regularly scheduled meetings with management to discuss in-depth the strategic objectives of the company and associated risks.

In order to maintain effective Board oversight across the entire enterprise risk management program, the Board delegates to the individual committees certain elements of its oversight function, as shown below. The Board receives regular updates from its committees on individual categories of risk, including strategy, reputation, operations, climate change, human capital management, technology, investment, political, legislative, regulatory, and market, and receives regular feedback from its committees on oversight efforts and coordination and input from external advisors, as appropriate.

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Succession Planning for Directors and Executive Officers

Directors

The N&G Committee is responsible for establishing the process for identifying, evaluating and nominating Board candidates, and recommending to the Board the individuals to be nominated for election as directors, including nominees recommended by stockholders. 

It is the Board’s policy that independent directors must make up a majority of the Board at all times, as required by the NYSE. Additionally, in recruiting and evaluating new director candidates, the N&G Committee seeks to achieve a mix of Board members that enhances the diversity of background, skills and experience on the Board, including with respect to professional skills, relevant industry experience, specialized expertise, international experience, gender, race and ethnicity. 

The N&G Committee will consider stockholders’ recommendations of nominees for membership on the Board on a substantially similar basis as it considers other nominees. Stockholders may recommend candidates for membership on the Board by submitting candidate names to: Secretary, IQVIA Holdings Inc., 2400 Ellis Road, Durham, North Carolina 27703. 

Board refreshment

The Board regularly focuses on refreshing the composition of the Board to ensure an appropriate mix of backgrounds, skills and experience necessary to support the Company’s strategy and to enhance the Board’s diversity. Since the closing of the merger between IMS Health and Quintiles (the Merger), the Board has actively pursued a strategy of refreshing the composition of the Board to provide greater diversity. Since the Merger, six directors have retired from the Board and four directors have joined. The Board expects that as we continue our transition to the annual election of all of our directors, this will facilitate further refreshment. When identifying new directors, the Board will seek to further enhance the mix of experience, backgrounds and diversity currently represented, which may include prioritizing those with greater life sciences, cybersecurity, public policy/government, academic and/or international experience.

Succession planning

The process of determining to add a new Board member and identifying qualified candidates begins well in advance of anticipated vacancies. As part of this ongoing process, the chair of the N&G Committee and our Chief Executive Officer monitor and maintain an open dialogue, and also consult with the other members of the Board, including the Lead Independent Director, regarding the size of the Board, future retirements and attributes desired for any new directors. Once a decision has been made to recruit a new director, the N&G Committee may retain an executive recruitment organization to assist in the search by providing names of qualified candidates. 

Director search policy

Our Corporate Governance Guidelines provide that, when conducting a formal search for new director candidates, the N&G Committee shall ensure that any initial list of candidates from which new management-supported director nominees are chosen will include qualified female and racially or ethnically diverse candidates, and that any third-party firm engaged to assist in the search will be instructed accordingly.

Proxy access

A stockholder, or a group of up to twenty stockholders, holding at least 3% of the Company’s common stock for at least three years may submit director nominees for inclusion in our proxy statement. Stockholders may rely on proxy access to nominate candidates for up to 20% of the Board or two director seats, whichever is greater. Our Bylaws specify certain time limits, notice requirements, and other procedures for stockholders who wish to include their director nominees in the Company’s proxy materials. For more information, see “Other Relevant Information—Stockholder Proposals and Nominees for 2025 Annual Meeting of Stockholders.”

Retirement age

The Board believes that setting a retirement age for IQVIA directors is advisable to ensure periodic turnover of the Board. Our Corporate Governance Guidelines require that directors offer to retire from the Board when they attain the age of 74. The Board believes it is important to monitor its composition, experience, skills and needs in the context of the Company’s long-term strategic goals, and, therefore, may elect to decline a director’s offer to retire in appropriate cases. 

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Vacancies

Vacancies on the Board may occasionally occur between annual meetings. Our Bylaws provide that any vacancy caused by the death or resignation of a director may be filled by the affirmative vote of a majority of the directors then in office. The Board and the N&G Committee treat the filling of vacancies in the same manner as general succession planning.

Executive Officers

The Board also takes a leading role in planning for the succession of key executive roles, including the positions of Chief Executive Officer and certain other senior management. The Board has instituted a formal leadership development and succession review process, whereby on an annual basis, or more frequently as requested, our Chief Executive Officer provides the LDC Committee with detailed assessments of senior managers and their potential to succeed him, and assessments of individuals considered potential successors to certain other senior management positions. The LDC Committee may further discuss succession planning in executive session, as may the Board during its executive session meetings. 

The assessments are derived from our leadership development and succession planning process, which involves the following principal steps:

Regional and global business unit and corporate staff function assessments to identify key employees and employees with high potential for increased responsibilities

Chief Executive Officer assessments of the leaders of the regional and global business units and corporate staff functions, focusing on senior executives’ development and succession

Board review of the pool of high-potential executives and initiatives to improve retention and promote the development of company leaders, focusing on Chief Executive Officer succession and succession planning for other key senior executive roles

Chief Executive Officer Search Policy

Pursuant to the diversity requirement included in our Corporate Governance Guidelines, if the Board or the LDC Committee conducts an external search for Chief Executive Officer candidates, the Board or the LDC Committee will ensure that any initial list of candidates includes qualified female and racially or ethnically diverse candidates, and that any executive search firm engaged to assist in the search is instructed accordingly.

Meetings and Executive Sessions

The Board held 5 meetings during fiscal 2023. In 2023, each of our directors attended at least 75% of the total number of meetings of the Board and the Board committees on which they served. We strongly encourage our directors to attend the annual meeting of stockholders, and in 2023, 100% of our directors attended the annual meeting of stockholders.

The Board believes that one of the key elements of effective, independent oversight is that the independent directors meet in executive session on a regular basis, including at each regularly scheduled Board meeting, led by the Lead Independent Director, and at each committee meeting, without the presence of management. These sessions promote open discussion and enable the independent directors to evaluate management’s performance. 

Board Evaluation Process

Our Board and its committees evaluate their own effectiveness by participating in a robust annual self-assessment process overseen by the N&G Committee. During executive sessions for the Board and each committee, the independent directors respond to a comprehensive list of survey questions used to facilitate discussion for the purpose of improving the effectiveness of the relevant body and our individual directors. Our Lead Independent Director oversees the evaluation process for the Board during executive session, and the committee chairs oversee the evaluations for their respective committees during executive sessions. The N&G Committee periodically engages independent outside consultants to facilitate and refresh the evaluation process. 

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How to Contact the Board and its Committees

Stockholders and other interested parties can contact the Board or a committee of the Board by sending an email to BoD@iqvia.com, or writing to the following address:

Board of Directors
c/o Secretary
IQVIA Holdings Inc.
2400 Ellis Road
Durham, North Carolina 27703

Communications will be distributed to the Lead Independent Director or the other independent members of the Board, as appropriate, depending on the facts and circumstances outlined in the communication.

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Sustainability

Our Commitment to Sustainability

We are committed to delivering on our purpose of helping our clients improve healthcare outcomes for patients. Sustainability is a core consideration in achieving this—identifying and acting on the ESG issues most relevant to our business and stakeholders. Our sustainable business practices are organized under the pillars of People, Public and Planet. 

As an industry leader, we continually look for ways to advance and strengthen our sustainability efforts and report on our progress each year in our annual ESG Report, which is available on our website at https://www.iqvia.com/esg.

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Sustainability Governance

Board level

Sustainability governance is incorporated into our corporate governance framework, which defines how we operate and allocate responsibilities within our organization. Our Board has delegated responsibility for oversight and review of our strategic plans, objectives and risks related to our sustainability program to the N&G Committee. The chair of the N&G Committee, Colleen Goggins, coordinates oversight on behalf of the N&G Committee and regularly reports back to the full Board on the progress of our sustainability and ESG-related efforts and initiatives. Ms. Goggins also meets regularly with members of management to provide guidance on our sustainability initiatives, including reporting, and to discuss progress made towards our sustainability objectives. She also engages regularly with stockholders to discuss ESG matters. The N&G Committee works closely with senior management in performing these responsibilities and engages a variety of external advisors with expertise in these matters to support our sustainability efforts and initiatives. 

In addition, Dr. John Leonard, our Lead Independent Director and a member of the N&G Committee, actively coordinates with Ms. Goggins to advance our sustainability efforts through his regular meetings with our Chief Executive Officer and management team and with our stockholders. 

Consistent with our commitment to efforts, the LDC Committee considers ESG-related metrics in the individual performance components of each named executive officer’s short-term incentive payout. In 2023, we disclosed specific targets on employee engagement survey results relative to benchmark scores for our named executive officers, which impact short-term compensation payouts, tying executive compensation to our human capital management efforts, which are critical to achieving our financial results.

Management level

At the management level, our sustainability program is governed by our ESG Executive Steering Committee, which is made up of senior executives, including our Chief Financial Officer, General Counsel and Chief Human Resources Officer, and is responsible for setting our sustainability strategy. 

In addition, our ESG Working Group focuses on implementing sustainability policies and processes throughout our operations, and assesses climate-related risks and issues at least every quarter. The ESG Working Group is made up of key functional leaders, including representatives from Thought Leadership, Health & Safety, Public Health, Procurement, Legal and Corporate Communications. The group reports its progress to our CEO and the ESG Executive Steering Committee. 

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Embedding sustainability in risk management

Our Board regularly considers key risks, including risks associated with our business activities and strategic plan, our capital structure, and sustainability and climate matters. Risks are identified by management and reviewed with the appropriate Board committee or the full Board. 

Our Enterprise Risk Council, made up of leaders from our primary functional areas and business units, meets on a quarterly basis to identify and manage key risks, including ESG-related issues, and is responsible for implementing and updating our enterprise risk framework. The framework considers external and internal factors that could prevent us from achieving our business objectives or damage our brand, reputation or financial condition, including social and environmental factors such as climate-related risks. 

The Audit Committee reviews these key risks and the related framework every six months, and the Board or appropriate Board committees discuss selected risks in more detail throughout the year. The N&G Committee discusses key sustainability and ESG risks and issues regularly throughout the year.

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Reporting frameworks and standards

To maximize transparency and increase understanding of our progress toward completing our sustainability initiatives, we have organized our climate risk disclosure in accordance with the Task Force on Climate-related Financial Disclosures (TCFD) recommendations and aligned our ESG Report with the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) disclosure frameworks by including and reporting against their respective reporting standards indexes. The GRI and SASB indexes are tools to help readers identify and evaluate our disclosures against standardized sustainability topics. In addition, our near- and long-term greenhouse gas emissions reduction targets are verified by the SBTi. We continue to expand, and evaluate opportunities to further expand, our sustainability disclosure corresponding to GRI and SASB recommendations. 

People

Board oversight of human capital management

The Board receives periodic updates on key human capital metrics, including recruitment and attrition rates, talent development data, and metrics related to hiring, promotion and our overall workforce.

The Board also devotes significant time to leadership development and succession planning at the executive level and provides guidance on important decisions in each of these areas. The LDC Committee has primary responsibility for succession planning for our Chief Executive Officer and oversight of succession planning for senior leadership. For additional details on our succession planning process, see “—Board’s Role in Risk Oversight—Succession Planning for Directors and Executive Officers.”

Our human capital management

Our approximately 87,000 employees help us drive our business success and achieve our ambition to advance human health. Attracting, developing and retaining a talented workforce is essential to the success of our business and the realization of our purpose. Investments in our people are motivated by our desire to have an engaged and connected workforce. This results in higher productivity and better results for IQVIA. In an industry as complex and competitive as ours, we also recognize that employees who feel supported contribute to higher retention and recruitment rates. 

Strategy

Our employees are the driving force of our business, are critical to our continued success and are a core element of our long-term strategy. Senior management is responsible for ensuring that our initiatives, policies and processes reflect and reinforce our desired corporate culture, which we believe supports successful human capital management. The Company’s human capital management strategy is built on three fundamental focus areas:

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Following the implementation and enhancement of a number of our human capital management initiatives and strategies, we have seen a significant decline in our voluntary attrition levels. To demonstrate how these management actions addressed the unusual spike in attrition levels we experienced during the COVID-19 period, we are disclosing our enterprise voluntary attrition levels for the last five years in this Proxy Statement.

Building on diversity, inclusion and belonging successes

We are committed to creating and maintaining a diverse and inclusive work culture that encourages all employees to share their unique perspectives and contribute to our Company’s mission. This is a foundation of our approach to human capital. We create this culture for employees regardless of gender, race, color, creed, religion, marital status, age, national origin or ancestry, physical or mental disability, medical condition, veteran status, citizenship, sexual orientation, gender identity or any other protected group status. Our concept of diversity broadly includes employees who reflect a diverse range of backgrounds, thoughts, experience and skills. Our policy against discrimination and equal opportunity practices comply with International Labor Organization conventions. For more information on our approach to diversity, inclusion and belonging, please see our 2023 ESG Report, which is available on our website at https://www.iqvia.com/esg.

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By the numbers

U.S. Employees

Global Employees

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Listening to our employees

Our twice a year employee surveys enable us to connect with employees around the world — to check how we are doing and identify areas of opportunity. Reviewing and responding to this input is crucial to our employee engagement strategy.

We received an average of 71,000 responses across our surveys in 2023, with an average participant rate of approximately 84%. Across our surveys, on average 80% of respondents say they feel engaged. The employee engagement index was stable across our surveys in 2023. Three items saw strong improvement in 2023 as compared to 2022: The number of employees indicating they can see a clear link between their work and IQVIA’s visions to drive healthcare forward increased 5 points in 2023 to 87% compared with the prior year, the number of employees indicating their manager supports their efforts to balance their work and personal life increased 2 points in 2023 to 86% compared with the prior year, and the number of employees indicating they are energized by their work increased 2 points in 2023 to 71% compared with the prior year.

To further drive accountability of our senior leaders in delivering on our people strategy, we disclose specific targets on employee engagement survey results relative to benchmark scores for our named executive officers, which impact short-term compensation payouts, tying executive compensation to our human capital management efforts.

2023 Survey Results

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Public

Patient and population health outcomes

Enabling better healthcare outcomes for all patients throughout the world is the core focus of our work. From prevention, earlier diagnosis, and timely intervention, to access to medicines, care optimization, and development of new treatments and modalities—we support the full spectrum of patient health and our customers’ needs. We also collaborate with leading academic institutions, governments, medical specialist societies, NGOs, peers, patient, industry and policy organizations to tackle global public health challenges through real-world evidence and insights.

Harnessing data for patient-centered outcomes

The combination of the patient voice with real world and randomized controlled trial data offers a powerful tool to improve research productivity and quality. By including the patient voice, we develop solutions that address patients’ needs, priorities and preferences, and measure outcomes that patients care about. We capture patients’ treatment experience in various ways, including Clinical Outcomes Assessments (COAs) derived from:

Improving public health outcomes

We actively build collaborations in the global health space, with the aim to promote health equity in developing nations and improve health outcomes globally. These projects often span several years and include a mix of sponsorship and sharing of our knowledge and experience. Our current public health portfolio services more than 75 clients in 50 countries, and includes projects in clinical research, pandemic prevention, preparedness and response, universal health coverage, digital health, diagnostics, surveillance, health system strengthening, supply chain resilience and market access.

Internationally, we continue to strengthen our relationships with the World Economic Forum, the Bill and Melinda Gates Foundation, the Bill and Melinda Gates Medical Research Institute and The Global Fund to fight AIDS, tuberculosis and malaria.

We also work with a range of foundations, life science companies, national healthcare associations and nongovernmental organizations to target specific healthcare challenges. New 2023 collaborations included:

Empowering patient organizations

We work with more than 300 patient organizations from large global associations to small, volunteer-run groups, on more typical to ultrarare diseases. The role of patient organizations is evolving as regulators continue to push for earlier and more structured patient feedback on study and clinical trial design. While we have seen therapeutic progress over the last five years in previously untreated diseases, we continue to work with our partners to bring advancements in innovative therapeutics to more conditions.

We build technology and research data relationships with patient organizations to help them advance their respective missions. Novel technology solutions allow expanded longitudinal patient and caregiver centric engagement models to complement healthcare provider centric approaches to care. For example, we are working with The Arthritis Foundation to integrate its data systems and research initiatives, and with Foundation Fighting Blindness to expand, maintain and evolve its patient registry capabilities. In 2023, we began quarterly meetings with patient organizations through the LeadersLink program, which aims to help promising nonprofit research leaders to build high-performing organizations and facilitate the growth of their peer support network. Through the program, IQVIA is offering Executive Directors advice and expertise as they develop and grow their patient data resources.

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IQVIA Institute for Human Data Science

The IQVIA Institute for Human Data Science (the Institute) provides evidence-based research and analysis, openly accessible and free to the public. The Institute is uniquely positioned to bring key stakeholders together without a commercial agenda allowing NGOs, policymakers, patient advocacy groups, academics, and pharmaceutical and life sciences companies to have their voices heard through research, webinars, roundtables, in-person events and external forums. All Institute reports, articles and webinars are free to the public at www.iqviainstitute.org, enabling easy access by broad audiences.

Diversity and Inclusion in Clinical Trials

Ensuring clinical trials reflect the diversity of the patient population is a priority for the biopharma industry and regulators. In 2022, the US Food and Drug Administration (FDA) released guidance outlining expectations for trial sponsors to create diversity plans, including goals and operational measures to increase the enrollment of underrepresented racial and ethnic populations.

IQVIA translates the guidance from regulators to actionable insights to assist clinical trial sponsors. We develop diversity plans for sponsors, combining our expertise and data assets to support the development of meaningful, achievable diversity goals. We encourage our employees to develop creative solutions to support inclusive clinical trials. In 2023, we created the Clinical Trials Diversity and Inclusion Inspiration Awards to recognize colleagues leading in this field and further bring our employee value proposition to life.

Our data and analytics enable identification of sites that are well-positioned to perform high-quality research with the ability to engage traditionally underserved populations. This increases the likelihood that customers will be able to enroll a population that most represents the communities impacted by a specific illness. We engage with these sites to provide trainings, alongside working with trial sponsors and communities to increase enrollment from representative populations. In addition, we are driving diverse recruitment through diversity-informed site selection and our Diversity Site Alliance is now in place—with 72 site organizations across more than 100 locations across the US. 

Recently, we supported a large pharmaceutical company in an RSV vaccine trial and through use of our data and novel site and direct-to-patient strategies to increase ethnic diversity participation, we were able to achieve over 1.7 and 1.6 times higher enrollment rates of Black and Hispanic participants, respectively, than originally expected. This built on the success we achieved across our COVID-19 vaccine trials, where we achieved 1.7 times higher enrollment of diverse populations than our peers. 

Data privacy

We oversee more than 61 petabytes of proprietary data from approximately 150,000 data suppliers, including more than 1.2 billion non-identified patient records. Analysis of our datasets can enable medical breakthroughs—offering insights to the healthcare community on disease and treatment patterns, and identifying promising areas for research or innovation. Protecting our data and safeguarding patient privacy is therefore fundamental to our ability to operate and essential to maintaining trust with our stakeholders.

As stewards of one of the largest collections of healthcare information in the world, we are at the forefront of data protection and anonymization. We deploy the latest privacy enhancing technologies and safeguards to protect sensitive data and comply with laws and regulations around the world. Our core privacy principles—including accountability, openness, transparency and security—apply to all our operations globally.

To protect patients’ privacy without compromising our ability to deliver critical healthcare insights, we de-identify much of our data by employing a range of transformations that results in the removal or alteration of direct and indirect identifiers, but leaves key data points intact. As a recognized leader in the de-identification of healthcare data, IQVIA has set standards that have been shared with and adopted by policymakers, regulators, clients and peers.

As our business continues to grow, we are strengthening our information governance and privacy policies and framework to more fully embed data privacy throughout our operations, alongside other legal, information security, and intellectual property requirements. We are placing experts throughout the business units and at all levels of operations to advise on all incoming questions and escalate to subject matter experts and to the Information Governance and Privacy Board where appropriate.

Cybersecurity

Protecting our operations from cyber-attacks is a priority for our business and our customers. Cybersecurity is a fast-paced landscape, and we invest significantly in tools, trainings, and resources to keep abreast of the latest developments and assure a high level of security and protection. We collaborate with experts, vendors and peers to maintain industry-leading standards and proactively protect our data. Network intrusion, ransomware and phishing remain among the most prominent threats for our

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industry. We continue to monitor these threats and improve our defenses.

All cybersecurity processes and frameworks are created by our Global Information Security team, led by our Chief Information Security Officer (CISO). The Audit Committee of the Board of Directors has full oversight of any developments linked to cybersecurity and receives regular updates on strategies and action plans, with periodic reports provided to our full Board of Directors. Cybersecurity is a standing item on our Enterprise Risk Council agenda and our cybersecurity team regularly presents its work to the Council to enable evolving risks to be discussed as a management team and integrated into our management processes.

Planet

Our clients, employees, investors, and industry peers are increasingly engaged on the topic of climate impact. We have a responsibility to all our stakeholders to reduce our greenhouse gas (GHG) emissions and continue to manage our climate risks and opportunities.

Our net zero strategy and roadmap

In October 2023, the SBTi verified our GHG emissions reduction targets. This was a pivotal step in validating IQVIA’s Net Zero Roadmap—our long-term emissions reduction plan to guide us towards net zero emissions by 2050.

Our approach is aligned with SBTi guidance—currently recognized as the global gold standard for corporate emission reduction targets.

SBTi’s Net Zero Standard requires companies to prioritize reducing their emissions. Once a 90% emissions reduction is achieved, carbon removal credits can be used to neutralize the remaining emissions. IQVIA is pleased to join the global group of nearly 3,000 organizations with SBTi-approved net zero targets.

Priority actions and milestones:

Waste

We are working to reduce the amount of waste produced by our facilities, prioritizing our laboratory activities. Our seven largest labs are certified to ISO 14001:2015 and ISO 45001:2018 to ensure stringent waste management systems are in place, and we require employees to follow established policies and procedures when segregating and disposing of waste. This includes the disposal of biological and hazardous waste, as well as on-site recycling initiatives. We continue to work towards certification of our other labs. 

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Stockholder Engagement

Our Approach

Our Board and management are committed to regular engagement with our stockholders so we can solicit their views and input on matters related to performance, corporate governance, environmental and social impacts, human capital management and executive compensation, among other topics. In 2023, we met with stockholders representing approximately 53% of our outstanding common stock. The typical outreach participants and methods are shown below. 

2023 Targeted Engagement

Following our 2023 annual meeting of stockholders (the 2023 Annual Meeting), we requested governance-specific engagement meetings with stockholders representing approximately 60% of our outstanding common stock. Members of our Board, including both Lead Independent Director John Leonard and N&G Committee Chair Colleen Goggins, as well as members of senior management participated in governance-specific engagement meetings with stockholders representing approximately 35% of our outstanding common stock. 

We listened carefully to understand the views and priorities of our stockholders, and following such meetings, we implemented numerous enhancements to our corporate governance program and added significant additional disclosures to be as responsive as we could to what we heard.

Summary of Board Responsiveness

While stockholder views varied, the following table summarizes some of the key themes we generally heard throughout the engagement process and how we responded to that input.

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Director Compensation

Non-Employee Director Compensation Program

The Board has the authority to set the terms of our non-employee director compensation program and may change those terms at any time. The responsibility for reviewing the non-employee director compensation program and recommending changes to the Board is vested in the LDC Committee per its charter.

Non-Employee Director Compensation Structure for 2023

The non-employee director compensation program structure for 2023 was as follows:

We also reimburse our directors for reasonable costs related to continuing education (including travel and lodging), and travel expenses and other out-of-pocket costs incurred in connection with attendance at Board meetings.

The LDC Committee assessed non-employee director compensation in 2023 based on input from Meridian Compensation Partners, LLC, the independent compensation consulting firm serving the LDC Committee, and taking into account compensation paid to non-employee directors at companies in the same peer group we use for executive compensation purposes. For information on the peer group, see “Compensation Discussion and Analysis—Overview of Our Executive Compensation Program—Benchmarking” beginning on page 63 of this Proxy Statement.

The Board reviews the LDC Committee’s recommendations and makes a final determination on the compensation of our non-employee directors. Based on its most recent review, and upon the recommendation of the LDC Committee, in July 2023, the Board approved a modest increase to the equity compensation for our non-employee directors, increasing the equity retainer fair value from $200,000 to $240,000, effective with the non-employee director equity grants made in 2024. The Board maintained all annual cash retainers for non-employee directors at the 2023 levels.

The decision to increase the non-employee directors’ equity compensation was based, in part, on the recommendation of our external compensation consultant and was made in order to maintain director pay levels within the competitive median of the peer group. 

Non-Employee Director Compensation Payments for 2023

The following table shows information regarding the compensation earned by our non-employee directors during 2023. The compensation received by our Chief Executive Officer during 2023 is included in “Compensation of Named Executive Officers—2023 Summary Compensation Table.” Our Chief Executive Officer did not receive any additional compensation for his service on the Board. 

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2023 DIRECTOR COMPENSATION

Director Share Ownership Guidelines

Pursuant to the Company’s share ownership guidelines each director who participates in the non-employee director compensation program is expected to hold a number of shares of our common stock with a market value equal to five (5) times the annual cash retainer for service as a director. While there is no set time period in which this ownership level must be met, directors who are subject to the guidelines are required to retain ownership of at least 50% of the shares they receive as a result of equity awards until the share ownership guidelines are met. The LDC Committee annually reviews these guidelines and oversees compliance. As of February 20, 2024, all directors subject to the share ownership guidelines have satisfied their share ownership requirement, other than Mr. Fasano who began participating in the non-employee director compensation program in May 2023 and Ms. Stamps who was appointed in January 2022.

Non-Employee Director Deferral Plan

Pursuant to the Company’s Non-Employee Director Deferral Plan, non-employee directors may elect to defer receipt of their cash and equity retainers. Directors who elect to defer their retainers are credited with a number of deferred stock units with a market value equal to their cash and share-based equity compensation deferred. The deferred stock units become payable in IQVIA common stock following a termination of such director’s Board service, such director’s death, or upon a change in control of the Company. 

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PROPOSAL NO. 2
Advisory Non-Binding Vote
on Executive Compensation

Pursuant to Section 14A of the Exchange Act, the Board is providing stockholders with the opportunity to cast an advisory, non-binding vote on the compensation of our named executive officers (“say-on-pay”), as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative. In 2021, the Board adopted, and the stockholders approved, annual say-on-pay voting until the next required say-on-frequency vote in 2027.

Our compensation strategy focuses on providing total compensation packages that are designed to attract and retain high-caliber executives by rewarding them for achievement of Company and individual performance goals that are closely aligned with stockholder interests. Our executive compensation program emphasizes pay for performance and long-term value creation for our stockholders. The LDC Committee believes the Company’s executive compensation program and the compensation decisions for 2023, as described in this Proxy Statement, appropriately reward our named executive officers for Company and individual performance and that these practices assist the Company in retaining our senior leadership team.

When considering how to vote, we urge stockholders to review the full details of our executive compensation program and the decisions presented in the Compensation Discussion and Analysis, as well as the discussions regarding the LDC Committee included elsewhere in this Proxy Statement.

Because this vote is advisory, it will not be binding on the Board and will not overrule any decision by the Board or require the Board to take any action. However, the Board and the LDC Committee value the views of our stockholders and will consider the outcome of the say-on-pay vote when making future compensation decisions for our named executive officers.

The text of the resolution in respect of Proposal No. 2 is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

 

For	THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF OUR EXECUTIVE COMPENSATION AS DESCRIBED IN THIS PROXY STATEMENT.

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Compensation Discussion
and Analysis

		Table of Contents
		Executive Summary	55
		2023 Named Executive Officers	55
		2023 Business Performance Highlights	55
		Enhancements to our Executive Compensation Program Based on Investor Feedback	57
		Elements of Our Executive Compensation Program	58
		Compensation and Governance Practices	59
		Named Executive Officer Compensation at a Glance	60
		Say-on-Pay	60
		Compensation Philosophy	61
		Compensation of Our Chief Executive Officer	61
		Overview of Our Executive Compensation Program	63
		Roles of the LDC Committee, Board and Management in Compensation Decisions	63
		Use of Compensation Consultant	63
		Benchmarking	63
		Key Features to Align Executive Pay with Stockholder Interests	65
		Elements of Compensation	66
		Base Salary	66
		Short-Term Incentive Awards	66
		Long-Term Incentive Awards	69
		2023 Compensation Determinations	71
		2023 Base Salary	72
		2023 Short-Term Incentive Awards	72
		2023 Long-Term Incentive Awards	88
		Retirement, Perquisites and Termination Benefits	90
		Rigorous Accountability, Risk-Mitigation and Recovery Provisions	92
		Share Ownership Guidelines	92
		Clawback Policies	92
		Risk Assessment	93
		Tax Deductibility	93

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Executive Summary

2023 Named Executive Officers

This Compensation Discussion and Analysis section discusses our compensation program and compensation decisions related to the following individuals, who were our named executive officers in 2023:

Ari Bousbib Age: 62 Chairman and Chief Executive Officer		Ronald E. Bruehlman Age: 63 Executive Vice President and Chief Financial Officer		W. Richard Staub, III Age: 61 President, Research & Development Solutions		Kevin C. Knightly Age: 63 President, Corporate Strategy and Enterprise Networks		Eric M. Sherbet Age: 59 Executive Vice President, General Counsel and Secretary

Our named executive officers also include Costa Panagos, our former President, Research & Development Solutions, who exited the Company effective September 25, 2023.

2023 Business Performance Highlights

Comparison of 5 Year Cumulative Total Return

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2023 was a year of major milestones and accomplishments for our organization, including those described below.