DEF 14A of Iqvia Holdings Inc., Feb 23, 2024

DEF 14A of Iqvia Holdings Inc.

Filed Feb 23, 2024 · FY20230001308179-24-000042

Open on EDGAR

  1. Table of Contents

    | 2023 Grants of Plan-Based Awards | 97 | | Outstanding Equity Awards at Fiscal Year-End for 2023 | 99 | | 2023 Option Exercises and Stock Vested | 103 | | 2023 Pension Benefits | 104 | | IMS Health Defined Benefit Retirement Plans | 105 | | 2023 Non-Qualified Deferred Compensation | 106 | | Potential Payments Upon Termination or Change in Control | 108 | | CEO Pay Ratio | 111 | | Pay versus Performance | 112 | | PROPOSAL NO. 3 Stockholder Proposal: Transparency in Political Spending | 116 | | IQVIA’s Statement in Opposition | 117 | | PROPOSAL NO. 4 Ratification of the Appointment of the Independent Registered Public Accounting Firm | 119 | | Audit | 120 | | Audit Committee Report | 120 | | Fees Paid to Independent Registered Public Accounting Firm | 121 | | Security Ownership of Certain Beneficial Owners and Management | 122 | | Certain Relationships and Related Person Transactions | 124 | | Related Party Transactions Approval Policy | 124 | | About the 2024 Annual Meeting | 125 | | Other Relevant Information | 130 | | Compensation Committee Interlocks and Insider Participation | 130 | | Overview of Russian Operations | 130 | | Other Matters | 130 | | Stockholder Proposals and Nominees for 2025 Annual Meeting of Stockholders | 130 | | Incorporation by Reference | 131 | | Cautionary Note Regarding Forward-Looking Statements | 131 | | APPENDIX A Financial Reconciliations | 133 | | Use of Non-GAAP Financial Measures | 133 |

  2. Corporate Governance Highlights

    Corporate Governance Highlights

  3. 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 |

  4. Corporate Governance Highlights

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

  5. Corporate Governance Highlights

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 14 |

  6. PROPOSAL NO. 1 Election of Directors

    PROPOSAL NO. 1 Election of Directors 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.

  7. PROPOSAL NO. 1 Election of Directors

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

  8. PROPOSAL NO. 1 Election of Directors

    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.

  9. PROPOSAL NO. 1 Election of Directors

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

  10. PROPOSAL NO. 1 Election of Directors

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 19 |

  11. Board of Directors

    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.

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

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

  13. 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 | | | | | |

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

    Recent Experience:

  15. Consonance Capital Partners (2013-present)

    Consonance Capital Partners (2013-present)

  16. Consonance Capital Partners (2013-present)

    | • | Senior Advisor | | • | Member, Operating Council |

  17. Consonance Capital Partners (2013-present)

    Prior Experience:

  18. Consonance Capital Partners (2013-present)

    | • | SVP Corporate Finance and Development, among other roles, at Wellpoint, Inc. (f/k/a Anthem, Inc. and now Elevance Health, Inc.) | | • | Founder, Managing Director and Head of the Health Care Banking Group, among other roles, at Chase Securities (now J.P. Morgan) |

  19. Consonance Capital Partners (2013-present)

    U.S. public company directorships:

  20. Consonance Capital Partners (2013-present)

    | • | ResMed Inc. (Audit Committee Chair, Compliance Oversight Committee Chair, and Nominating and Governance Committee) |

  21. Consonance Capital Partners (2013-present)

    Former U.S. public company directorships:

  22. Consonance Capital Partners (2013-present)

    | • | Envision Healthcare Corporation | | • | WellCare Health Plans, Inc. | | • | Vanguard Health Systems | | • | Transitional Hospitals Corporation |

  23. Consonance Capital Partners (2013-present)

    Other positions:

  24. Consonance Capital Partners (2013-present)

    | • | Member, Board of Directors: WellDyneRx, LLC; Global Medical Response Inc. | | • | Member: Women Corporate Directors; International Women’s Forum | | • | Co-Chair Emeritus Trustees Council for The Nature Conservancy |

  25. Consonance Capital Partners (2013-present)

    Education:

  26. Consonance Capital Partners (2013-present)

    | • | Bachelor of Arts in Business Administration, the University of Houston |

  27. Consonance Capital Partners (2013-present)

    | Specific Experience: Extensive executive and board leadership experience in finance, strategy, risk management, operations and governance in the health insurance, healthcare services, medical technology and financial services industries. |

  28. Consonance Capital Partners (2013-present)

    | | COLLEEN A. GOGGINS | Age: 69 | | | Director since: 2017 INDEPENDENT N&G Committee (Chair) Audit Committee | | | | | |

  29. Consonance Capital Partners (2013-present)

    Recent Experience:

  30. SIG Combibloc Group (2015-2023)

    SIG Combibloc Group (2015-2023)

  31. SIG Combibloc Group (2015-2023)

    | • | Member, Board of Directors |

  32. Bayer AG (2017-present)

    Bayer AG (2017-present)

  33. Bayer AG (2017-present)

    | • | Member, Supervisory Board |

  34. Bayer AG (2017-present)

    Prior Experience:

  35. Bayer AG (2017-present)

    | • | Member of Executive Committee and Worldwide Chair of Consumer Group, among other roles at Johnson & Johnson |

  36. Bayer AG (2017-present)

    U.S. public company directorships:

  37. Bayer AG (2017-present)

    | • | The Toronto-Dominion Bank (Risk Committee) |

  38. Bayer AG (2017-present)

    Former U.S. public company directorships:

  39. Bayer AG (2017-present)

    | • | Bausch Health Companies Inc. (f/k/a Valeant Pharmaceuticals International) |

  40. Bayer AG (2017-present)

    Other positions:

  41. Bayer AG (2017-present)

    | • | Member: Citymeals-on-Wheels New York City | | • | University of Wisconsin Foundation | | • | Member, Board of Trustees: Institute of International Education |

  42. Bayer AG (2017-present)

    Education:

  43. Bayer AG (2017-present)

    | • | Masters in Management, Kellogg School of Management | | • | Bachelor of Science in Food Chemistry, University of Wisconsin-Madison |

  44. Bayer AG (2017-present)

    | Specific Experience: Over 20 years’ experience in the healthcare industry, including extensive leadership and service on the boards of several public and private companies. |

  45. Bayer AG (2017-present)

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 21 |

  46. Bayer AG (2017-present)

    | | JOHN M. LEONARD, M.D. | Age: 66 | | | Director since: 2015 INDEPENDENT Lead Independent Director Audit Committee Audit Committee Financial Expert N&G Committee | | | | | |

  47. Intellia Therapeutics, Inc. (2014-present)

    Intellia Therapeutics, Inc. (2014-present)

  48. Intellia Therapeutics, Inc. (2014-present)

    | • | President and Chief Executive Officer (2018-Present) | | • | Executive Vice President, Research and Development (2017-2018) | | • | Chief Medical Officer (2014-2017) |

  49. Intellia Therapeutics, Inc. (2014-present)

    Prior Experience:

  50. Intellia Therapeutics, Inc. (2014-present)

    | • | Chief Scientific Officer and Senior Vice President of Research and Development at AbbVie Inc. | | • | Senior Vice President of Global Pharmaceutical Research and Development, among other roles, at Abbott Laboratories |

  51. Intellia Therapeutics, Inc. (2014-present)

    U.S. public company directorships:

  52. Intellia Therapeutics, Inc. (2014-present)

    | • | Intellia Therapeutics, Inc. |

  53. Intellia Therapeutics, Inc. (2014-present)

    Education:

  54. Intellia Therapeutics, Inc. (2014-present)

    | • | Doctorate in Medicine, Johns Hopkins University | | • | Bachelor of Arts in Biochemistry, University of Wisconsin-Madison |

  55. Intellia Therapeutics, Inc. (2014-present)

    | Specific Experience: Over 30 years’ experience in the healthcare industry, including extensive executive leadership and healthcare experience at a top ten pharmaceutical company and as the chief executive officer of a healthcare company and service on the boards of public companies. |

  56. Intellia Therapeutics, Inc. (2014-present)

    | | TODD B. SISITSKY | Age: 52 | | | Director since: 2016 INDEPENDENT LDC Committee N&G Committee | | | | | |

  57. Intellia Therapeutics, Inc. (2014-present)

    Recent Experience:

  58. TPG, Inc. (2003-present)

    TPG, Inc. (2003-present)

  59. TPG, Inc. (2003-present)

    | • | President & Co-Managing Partner of TPG Capital (2015-present) | | • | President of TPG, Inc. (2021-present) |

  60. TPG, Inc. (2003-present)

    Prior Experience:

  61. TPG, Inc. (2003-present)

    | • | Executive at Forstmann Little & Company | | • | Executive at Oak Hill Capital Partners | | • | Member, Board of Directors: Surgical Care Affiliates, Inc. (Nominating and Corporate Governance Committee) |

  62. TPG, Inc. (2003-present)

    U.S. public company directorships:

  63. TPG, Inc. (2003-present)

    | • | Allogene Therapeutics, Inc. (Nominating and Corporate Governance Committee) | | • | TPG, Inc. (Executive Committee) |

  64. TPG, Inc. (2003-present)

    Former U.S. public company directorships:

  65. TPG, Inc. (2003-present)

    | • | Convey Health Solutions, Inc. | | • | Endo International plc | | • | IASIS Healthcare LLC | | • | IMS Health (predecessor to IQVIA) |

  66. TPG, Inc. (2003-present)

    Other positions:

  67. TPG, Inc. (2003-present)

    | • | Chair, Board of Advisors, Dartmouth Medical School | | • | Member, Board of Directors: Ellodi Pharmaceuticals; Immucor Inc. (Compensation Committee); Monogram Health, Inc.; Exatech, Inc.; Convey Holding Parent, Inc. |

  68. TPG, Inc. (2003-present)

    Education:

  69. TPG, Inc. (2003-present)

    | • | Master of Business Administration, Stanford Graduate School of Business | | • | Bachelor of Arts, Dartmouth College |

  70. TPG, Inc. (2003-present)

    | Specific Experience: Over 25 years’ experience in the investment industry, including extensive leadership and business experience as a managing partner of a global investment firm with a practice focused on the healthcare industry, and service on the boards of several public and private companies. |

  71. TPG, Inc. (2003-present)

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 22 |

  72. TPG, Inc. (2003-present)

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

  73. TPG, Inc. (2003-present)

    | • | EVP, Corporate Strategy and Investor Relations at DBI, LLC | | • | Commissioner, New York State Insurance Fund | | • | Director, Pensions and Cash Management at New York State Common Retirement Fund | | • | Managing Director at Bank of America | | • | Managing Director at Bank One Corporation (now JPMorgan Chase) |

  74. TPG, Inc. (2003-present)

    U.S. public company directorships:

  75. TPG, Inc. (2003-present)

    | • | Pitney Bowes Inc. (Audit Committee and Executive Compensation Committee) | | • | MFA Financial, Inc. (Compensation Committee and Nominating and Corporate Governance Committee) |

  76. TPG, Inc. (2003-present)

    Former U.S. public company directorships:

  77. TPG, Inc. (2003-present)

    | • | Atlas Air Worldwide Holdings, Inc. (2023) | | • | CIT Group Inc. | | • | Forest Road Acquisition Corp. |

  78. TPG, Inc. (2003-present)

    Other Positions:

  79. TPG, Inc. (2003-present)

    | • | Member, Board of Trustees: Bankinter Innovation Foundation | | • | Member, Board of Directors: National Association of Corporate Directors, New York Chapter |

  80. TPG, Inc. (2003-present)

    Education:

  81. TPG, Inc. (2003-present)

    | • | Master of Business Administration, University of Chicago | | • | Bachelor of Science in Management, Duke University | | • | ESG Certificate and Designation from Competent Boards Professional Development and Advisory Services |

  82. TPG, Inc. (2003-present)

    | Specific Experience: 40 years of extensive leadership and financial experience in the asset management and commercial banking industries as well as her work in government and public policy and service on the boards of several public companies. |

  83. Continuing Directors Not Up For Election

    Continuing Directors Not Up For Election

  84. Continuing Directors Not Up For Election

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

  85. Continuing Directors Not Up For Election

    Recent Experience:

  86. Bain Capital (1989-present)

    Bain Capital (1989-present)

  87. Bain Capital (1989-present)

    | • | Co-Managing Partner of Bain Capital | | • | Global Head of Bain Capital Private Equity |

  88. Bain Capital (1989-present)

    Prior Experience:

  89. Bain Capital (1989-present)

    | • | Strategy Consultant at Bain & Company, Inc. |

  90. Bain Capital (1989-present)

    Former U.S. public company directorships:

  91. Bain Capital (1989-present)

    | • | iHeartMedia, Inc. |

  92. Bain Capital (1989-present)

    Other positions:

  93. Bain Capital (1989-present)

    | • | Member, Board of Directors: The Boston Celtics; University of Virginia Investment Management Company | | • | Member, Board of Trustees: Brigham and Women’s Hospital; The Berklee College of Music; University of Virginia McIntire School of Commerce Foundation; GreenLight Fund | | • | Member, Dean’s Advisory Board: Harvard Business School |

  94. Bain Capital (1989-present)

    Education:

  95. Bain Capital (1989-present)

    | • | Master of Business Administration, Harvard Business School | | • | Bachelor of Science in Commerce, University of Virginia |

  96. Bain Capital (1989-present)

    | Specific Experience: Over 30 years’ experience in the investment industry, including extensive leadership and business experience as a managing partner of a global investment firm, with a practice focused on the healthcare industry, and service on the boards of several public and private companies. |

  97. Bain Capital (1989-present)

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 23 |

  98. Bain Capital (1989-present)

    | | JOHN G. DANHAKL | Age: 67 | | | Director since: 2016 INDEPENDENT LDC Committee N&G Committee | | | | | |

  99. Leonard Green & Partners, L.P. (1995-present)

    Leonard Green & Partners, L.P. (1995-present)

  100. Leonard Green & Partners, L.P. (1995-present)

    | • | Managing Partner |

  101. Leonard Green & Partners, L.P. (1995-present)

    Prior Experience:

  102. Leonard Green & Partners, L.P. (1995-present)

    | • | Managing Director of Donaldson, Lufkin & Jenrette Securities Corporation | | • | Vice President at Drexel Burnham Lambert, Inc. |

  103. Leonard Green & Partners, L.P. (1995-present)

    U.S. public company directorships:

  104. Leonard Green & Partners, L.P. (1995-present)

    | • | Life Time Group Holdings, Inc. (Compensation Committee, Nominating and Corporate Governance Committee) | | • | Mister Car Wash, Inc. |

  105. Leonard Green & Partners, L.P. (1995-present)

    Former U.S. public company directorships:

  106. Leonard Green & Partners, L.P. (1995-present)

    | • | IMS Health (predecessor to IQVIA) |

  107. Leonard Green & Partners, L.P. (1995-present)

    Other positions:

  108. Leonard Green & Partners, L.P. (1995-present)

    | • | Member, Board of Directors: Charter NEX Generation; Eyemart Express; SRS Distribution; Convergint Technologies LLC; Parts Town; Lakeshore Learning; Pye-Barker Fire Safety, LLC; WellSky Corporation; Ownership Works |

  109. Leonard Green & Partners, L.P. (1995-present)

    Education:

  110. Leonard Green & Partners, L.P. (1995-present)

    | • | Master of Business Administration, Harvard Business School | | • | Bachelor of Arts in Economics, University of California at Berkeley |

  111. Leonard Green & Partners, L.P. (1995-present)

    | Specific Experience: Over 30 years’ experience in the investment industry, including extensive leadership and business experience as a managing partner of a global investment firm, and service on the boards of several public and private companies. |

  112. Leonard Green & Partners, L.P. (1995-present)

    | | JAMES A. FASANO | Age: 54 | | | Director since: 2016 INDEPENDENT Audit Committee (Chair) Audit Committee Financial Expert | | | | | |

  113. Leonard Green & Partners, L.P. (1995-present)

    Recent Experience:

  114. University of Chicago Booth School of Business (2023-present)

    University of Chicago Booth School of Business (2023-present)

  115. University of Chicago Booth School of Business (2023-present)

    | • | Adjunct Professor |

  116. University of Chicago Booth School of Business (2023-present)

    Prior Experience:

  117. CPP Investment Board (2004-2023)

    CPP Investment Board (2004-2023)

  118. CPP Investment Board (2004-2023)

    | • | Managing Director | | • | Member of Investment Banking group at Merrill Lynch & Co. | | • | Member of Mergers and Acquisitions group at RBC Capital Markets | | • | Commissioned Officer in the Canadian Armed Forces |

  119. CPP Investment Board (2004-2023)

    Former U.S. public company directorships:

  120. CPP Investment Board (2004-2023)

    | • | IMS Health (predecessor to IQVIA) |

  121. CPP Investment Board (2004-2023)

    Other positions:

  122. CPP Investment Board (2004-2023)

    | • | Member, Board of Directors, Asurion (Compensation Committee Chair, Nominating and Governance Committee); LHP Hospital Group; AWAS Aviation Capital |

  123. CPP Investment Board (2004-2023)

    Education:

  124. CPP Investment Board (2004-2023)

    | • | Master of Business Administration, University of Chicago Graduate School of Business | | • | Bachelor of Engineering, Royal Military College of Canada |

  125. CPP Investment Board (2004-2023)

    | Specific Experience: Over 22 years’ experience in the investment industry, including extensive leadership and finance experience as a managing director of the global investment arm of the Canadian government pension fund. |

  126. CPP Investment Board (2004-2023)

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 24 |

  127. CPP Investment Board (2004-2023)

    | | LESLIE WIMS MORRIS | Age: 53 | | | Director since: 2022 INDEPENDENT N&G Committee | | | | | |

  128. Lead Independent Director

    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:

  129. Lead Independent Director

    | Board Matter | Responsibility | | Communicating with directors | Liaising between independent directors and management | | Executive sessions | Presiding at executive sessions of independent directors at every regularly scheduled Board meeting | | Board meetings | Presiding at Board meetings when the Chairman is not present, including when the performance and compensation of the Chairman and CEO is discussed and approved | | Agendas | Consulting with the Chairman and CEO on matters pertinent to the Company and the Board, including approving meeting agendas, schedules and information sent to the Board | | Communicating with stockholders | Engaging with major stockholders, as appropriate |

  130. Lead Independent Director

    In addition, the Lead Independent Director:

  131. Lead Independent Director

    | • | enables open, transparent and candid dialogue during Board and committee meetings, and at other times, by ensuring that the independent directors are fully informed and able to discuss and debate the issues they deem important | | • | provides the Chairman and CEO and other members of senior management with feedback discussed in executive sessions | | • | makes himself available to discuss with independent directors any concerns they may have and, as appropriate, relaying those concerns to the full Board and/or the Chairman and CEO or other members of senior management | | • | acts as a sounding board and advisor to the Chairman and CEO on a variety of topics important to the Company and the functioning of the Board | | • | actively participates with the Chair of the N&G Committee to advance our sustainability agenda through regular meetings with our Chairman and CEO and management team and with our stockholders | | • | as a member of the N&G Committee and in his capacity as Lead Independent Director, actively participates in discussions and reviews of the Board’s leadership structure |

  132. 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.

  133. Succession Planning for Directors and Executive Officers

    Succession Planning for Directors and Executive Officers

  134. Directors

    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.

  135. Director Compensation

    Director Compensation

  136. Non-Employee Director Compensation Program

    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.

  137. Non-Employee Director Compensation Structure for 2023

    Non-Employee Director Compensation Structure for 2023 The non-employee director compensation program structure for 2023 was as follows:

  138. Non-Employee Director Compensation Structure for 2023

    | Payment | Annual Compensation ($) | | Cash retainer (paid in quarterly installments) | 100,000 | | Equity retainer fair value (payable in fully-vested restricted stock units) | 200,000 | | Lead Independent Director fee | 42,500 | | Committee chair fees: | | | Audit | 40,000 | | Leadership Development and Compensation (LDC) | 27,500 | | Nominating and Governance (N&G) | 25,000 | | Committee member (other than chair) fees: | | | Audit | 15,000 | | Leadership Development and Compensation (LDC) | 10,000 | | Nominating and Governance (N&G) | 10,000 |

  139. Non-Employee Director Compensation Structure for 2023

    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.

  140. Non-Employee Director Compensation Payments for 2023

    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.

  141. Non-Employee Director Compensation Payments for 2023

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 51 |

  142. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION

  143. 2023 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Carol J. Burt | 142,500 | 199,929 | 342,429 | | John P. Connaughton(2) | — | — | — | | John G. Danhakl(3) | 120,000 | 199,929 | 319,929 | | James A. Fasano | 105,000 | 199,929 | 304,929 | | Colleen A. Goggins(3) | 140,000 | 199,929 | 339,929 | | John M. Leonard, M.D. | 167,500 | 199,929 | 367,429 | | Leslie Wims Morris(3) | 110,000 | 199,929 | 309,929 | | Todd B. Sisitsky(2) | — | — | — | | Sheila A. Stamps | 115,000 | 199,929 | 314,929 |

  144. 2023 DIRECTOR COMPENSATION

    | (1) In accordance with our non-employee director compensation program, restricted stock units were granted to each of Mses. Burt, Goggins, Wims Morris and Stamps, Messrs. Danhakl and Fasano and Dr. Leonard with a grant date of May 10, 2023 (1,063 restricted stock units each). These restricted stock units were fully vested when granted. Amounts reflect the aggregate grant date fair value of the restricted stock units at May 10, 2023 ($188.08 per share) computed in accordance with Accounting Standards Codification Topic 718, or ASC 718, excluding the impact of estimated forfeitures. Assumptions used in the calculation of these amounts in 2023 are included in Notes 1 and 17 to our consolidated audited financial statements for the year ended December 31, 2023 included in Part II of our Annual Report on Form 10-K. | | (2) Messrs. Connaughton and Sisitsky have each waived their right to participate in the non-employee director compensation program due to their relationships with Bain Capital and TPG, Inc., respectively. | | (3) Mr. Danhakl, Ms. Goggins and Ms. Wims Morris deferred 100% of their annual cash Board retainers and committee fees under our Non-Employee Director Deferral Plan, described below, which amounts were converted into deferred stock units with a market value equal to the cash retainer that are payable in shares of Company common stock following a termination of the director’s Board service or the director’s death, or upon a change in control of the Company. As of December 31, 2023, Mr. Danhakl, Ms. Goggins, and Ms. Wims Morris have 1,583, 3,318 and 1,005 deferred stock units outstanding, respectively, under the Non-Employee Director Deferral Plan. |

  145. 2023 Named Executive Officers

    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:

  146. 2023 Named Executive Officers

    | | | | | | | 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 |

  147. 2023 Named Executive Officers

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

  148. 2023 Business Performance Highlights

    | Source: Zacks Investment Research, Inc. — 12/31/2023 | | (1) This graph assumes that $100 was invested in IQVIA, the S&P 500 and the peer group as of the close of market on December 31, 2018, and assumes the reinvestment of dividends, if any. Peer group average is weighted for market capitalization. The S&P 500 and our peer group are included for comparative purposes only. They do not necessarily reflect management’s opinion that the S&P 500 and our peer group are an appropriate measure of the relative performance of the stock involved, and they are not intended to forecast or be indicative of possible future performance of our common stock. | | (2) Compensation Peer group consists of AbbVie Inc., Accenture plc, Agilent Technologies, Inc., Amgen Inc., Avantor, Inc., Biogen Inc., Bristol Myers Squibb Co., Cognizant Technology Solutions Corp., Danaher Corporation, Eli Lilly & Co., Gartner, Inc., Gilead Sciences, Inc., International Business Machines Corp., ICON Plc, Laboratory Corp of America Holdings, Merck & Co., Inc., Moderna, Inc., Pfizer Inc., Regeneron Pharmaceuticals, Inc., Thermo Fisher Scientific, Inc., Vertex Pharmaceuticals Inc., and Zoetis Inc. See “Overview of Our Executive Compensation Programing—Benchmarking—2023 Peer Group” below for a description of the basis upon which this group is selected. |

  149. 2023 Business Performance Highlights

    | Financial | • Revenue of $15.0 billion, up 4.1% compared to 2022 at constant currency(1) • Underlying Revenue growth(2) up 9% compared to 2022 • Adjusted EBITDA(3) of $3.6 billion, up 6.7% compared to 2022 • Adjusted Diluted EPS(3) of $10.20, up 0.4% compared to 2022, and up 12% excluding the impact of the step-up in interest rates and the increase in the UK corporate tax rate • Free Cash Flow(3) of $1.5 billion, achieving 79% of Adjusted Net Income(3) | | Strategic Growth | • $10.7 billion of contracted net new business in R&DS at the end of 2023 • Record backlog of $29.7 billion, up 9.2% compared to 2022 • Our next twelve months revenue from backlog increased to $7.5 billion • The R&DS business also added almost 400 new clinical research customers in 2023, a mid single-digit increase from the previous year • Achieved total book-to-bill of 1.28x, leading peers that publicly-disclose such data • Continued to invest in rich clinical data assets, which now stand at over 1.2 billion comprehensive, longitudinal, non-identified unique patients records | | Capital Deployment | • Deployed total capital investment of $649 million, principally in new product development and technology infrastructure • Returned approximately $1.0 billion to stockholders through the repurchase of over 5 million shares at an average price of $197 per share • Invested $996 million in acquisitions and investments in key strategic areas • In May, successfully issued new $750 million 5-year Senior Secured Notes due 2028 and $500 million 7-year Senior Notes due 2030 • In November, successfully issued new $1.25 billion 5-year Senior Secured Notes due 2029 and $1.5 billion 7-year US term loans due 2031 to refinance upcoming debt maturities; swapped these new issuances to Euros at an average fixed rate of 4.8555% for the notes and 4.9015% for the term loans to positively impact the Company’s debt maturity stack and minimize exposure to interest rate risk in 2024 and beyond • Notes were ~12x oversubscribed and the loans were ~5x oversubscribed, which allowed for optimal pricing on each transaction • Ended 2023 with 84% of gross debt at fixed rates, including swaps • Ended 2023 with a Net Leverage Ratio(3) of 3.45x | | Sustainability | • The SBTi verified our greenhouse gas emissions reduction targets, setting a roadmap with clearly defined actions as we aim to achieve a 55% reduction in our scope 1 and scope 2 emissions by 2030 and achieve net zero emissions by 2050 • Our scope 3 emissions decreased by 31% from 2021 to 2022, largely due to reductions in emissions from purchased goods and services, capital goods, and transport and distribution • Continued declassification of the Board: 60% of our directors are up for election to one-year terms in 2024 and 100% of our directors will be up for election to one-year terms in 2025 • Adopted stockholders’ right to request a special meeting of stockholders • Building upon past learnings and successes, launched new global Diversity, Inclusion & Belonging Plan, furthering our initiatives in this area through actions designed to support growth and innovation in our programs and processes • Racial, ethnic and gender diversity for 2023 IQVIA U.S. new hires exceeded the overall IQVIA U.S. workforce, continuing a trend from 2022 and 2021 • Strong employee survey results, including: 87% can see a clear link between their work and IQVIA’s vision to drive healthcare forward—5 points better than prior year and 5 points above the Fortune 500 Benchmark 88% agree they are acquiring the knowledge and skills necessary to be effective in their job - consistent with prior year and 7 points above the Fortune 500 Benchmark |

  150. Summary of Board Responsiveness to Compensation-Related Investor Feedback

    | What We Heard | What We Did | | | Peer Group. Stockholders requested greater transparency on the peer group used to make compensation decisions for named executive officers, and particularly our Chief Executive Officer | • | Disclosed Peer Group. 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 | | Annual Plan. Stockholders requested greater transparency on specific ESG targets used in determining bonus payouts for named executive officers | • | Disclosed ESG Targets. 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 | | Annual Plan. For our short-term incentive payouts, stockholders requested more disclosure on the rationale for payout decisions within permitted ranges for the non-Revenue/Profit performance measures | • | Limited Discretion and Increased Transparency. Implemented for 2022 short-term incentive payouts, determined by the LDC Committee and Board in February 2023, the payout earned under each non-Revenue/Profit performance measure was based on a linear interpolation within the target range, based on the score earned by each executive within a 20-point scale, plus or minus eight percentage points, with the LDC Committee providing the rationale for any deviations from a straight-line interpolated payout. To illustrate, if the total score under a given performance measure is 15, the straight-line interpolated payout would be 159%, and the payout earned could be between 151% and 167%, based on the specific considerations used by the LDC Committee when determining such payout | | LTI. Stockholders asked for a cap on long-term performance share (PSU) payouts if the Company’s absolute total stockholder return is negative | • | Implemented Negative TSR Cap. The LDC Committee adopted a policy, beginning with the 2023 PSUs, to cap the payout at target for the portion of PSUs based on Relative TSR if our absolute TSR for the three-year performance period is negative | | LTI. Stockholders requested a greater percentage of long-term incentive awards to be performance shares to better align the interests of our named executive officers with our stockholders | • | Increased Mix of Performance Shares. The LDC Committee changed the mix of long-term incentive awards granted to our named executive officers to increase the percentage of PSUs as a percentage of the total long-term incentive awards granted from 50% in 2022 to 75% in 2023. Restricted stock units are no longer included in our annual long-term incentive awards granted to named executive officers | | LTI. For the 3-year TSR vs. Relative TSR performance metric of our PSUs, which accounts for 25% of the total performance share award, stockholders have requested a more challenging Relative TSR achievement requirement to receive a 100% payout for that portion of the PSUs | • | Increased Relative TSR Target Performance. Beginning with the 2023 PSUs, the LDC Committee approved an increase in the Relative TSR target performance from the median to the 55th percentile for the three-year TSR vs. Relative TSR performance metric of our PSUs to receive a target payout of 100% for that portion of the PSUs |

  151. Elements of Our Executive Compensation Program

    | Key Components | How Paid | Overview | Key Benchmarks/Performance Measures | | Base Salary | Cash | Fixed compensation to attract and retain executives and balance performance-linked compensation | • Benchmarked to peer group • Adjusted for experience, role, and performance | | Annual Incentive Awards | Cash | Variable annual compensation to motivate and reward executives for achieving annual financial goals and strategic milestones that are critical to our strategic priorities Limit: 0%-200% of target | • Revenue/Profit • Cash Flow • Balance Sheet/Liquidity • Operational/Strategic • Leadership/Sustainability | | Long-Term Incentive Awards | Performance Shares 75% | Variable long-term equity-based compensation to motivate and reward executives for achieving key longer-term financial performance and stockholder return objectives Final awards determined based on achievement relative to pre-established corporate performance metrics over a three-year performance period Limit: 0%-200% of target shares | • Adjusted Diluted EPS Growth (75%) • Relative TSR (25%) | | | Stock Appreciation Rights 25% | Variable long-term equity-based compensation to encourage absolute performance and long-term value creation Awards vest ratably over three years and have a ten-year exercise term | • Stock price appreciation |

  152. Compensation and Governance Practices

    | 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 | | Conduct an annual compensation risk review and assessment | | | 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 | | | Appropriately balance short- and long-term incentives | | Limit LDC Committee judgement 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 | | Cap the payout at target for the portion of performance share awards based on Relative TSR if our absolute TSR for the three-year performance period is negative | | | Align executive compensation with progress on sustainability 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 | | | Align executive compensation with stockholder returns by providing the majority of total compensation in the form of performance-based long-term incentive awards | | 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 | | 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 |

  153. Compensation Philosophy

    | • | Attract and retain experienced and well-qualified executives to serve in leadership positions and to lead our organization over the long term | | • | Motivate our executives by providing compensation that is directly linked to both our short- and long-term performance | | • | Align the interests of our executive officers with those of our stockholders by delivering a substantial portion of total compensation through performance- and time-based equity awards and imposing meaningful share ownership guidelines | | • | Ensure that risk is managed appropriately to safeguard the interest of our stockholders, as well as our employees |

  154. Compensation of Our Chief Executive Officer

    | | 87% can see a clear link between their work and IQVIA’s vision to drive healthcare forward—5 points better than prior year and 5 points above the Fortune 500 Benchmark | | | 88% agree they are acquiring the knowledge and skills necessary to be effective in their job - consistent with prior year and 7 points above the Fortune 500 Benchmark |

  155. Compensation of Our Chief Executive Officer

    For the seventh year in a row, IQVIA was named one of the World’s Most Admired Companies in FORTUNE’s annual survey. 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. Stockholders benefited from these and other steps that the Company took under the Chief Executive Officer’s leadership. Accordingly, the Board and the LDC Committee believe that retention of our Chief Executive Officer is imperative to our success as a company. That view informs their decisions regarding his compensation. For further details about our 2023 highlights, see “—Executive Summary—2023 Business Performance Highlights” above. See “—2023 Compensation Determinations—2023 Long-Term Incentive Awards” on page 88 for factors considered by the Board and the LDC Committee in determining long-term incentive awards granted to our Chief Executive Officer.

  156. Roles of the LDC Committee, Board and Management in Compensation Decisions

    Roles of the LDC Committee, Board and Management in Compensation Decisions Our executive compensation program is developed and overseen by the LDC Committee. The LDC Committee consults with and takes into account the views and recommendations of senior management in making decisions regarding our executive compensation program. The LDC Committee is responsible for approving (or recommending for approval to the Board, in the case of the compensation of our Chief Executive Officer) annual base salary increases, annual cash incentive targets, short-term incentive awards, and long-term incentive awards for our named executive officers.

  157. Use of Compensation Consultant

    Use of Compensation Consultant The LDC Committee uses Meridian Compensation Partners, LLC, an independent external compensation consultant (the external compensation consultant) to provide objective analysis, advice and information, including competitive market data and recommendations related to the compensation of our named executive officers. While the external compensation consultant may make recommendations on the form and amount of compensation, the LDC Committee or the Board make all decisions regarding the compensation of our named executive officers. The external compensation consultant is engaged by and reports directly to the LDC Committee. The LDC Committee is solely responsible for approving payments to the external compensation consultant and for setting the terms, scope and duration of the external compensation consultant’s engagement. The external compensation consultant does not provide services to us other than executive and non-employee director compensation consulting services provided to the LDC Committee. After considering the independence assessment factors provided under the NYSE listing rules, the LDC Committee determined that the external compensation consultant is independent and that the work the external compensation consultant performed during 2023 did not raise any conflicts of interest.

  158. Benchmarking

    Benchmarking The LDC Committee works with our external compensation consultant to better understand and continually monitor market-competitive pay practices, which it then considers when determining compensation adjustments and changes for the coming year. This annual process includes reviewing our identified peer group and conducting a competitive market benchmark analysis of senior officer roles. The LDC Committee also considers, on a supplemental basis, market survey data from the Aon Radford Survey when determining the elements and amount of total direct compensation for our named executive officers.

  159. 2023 Peer Group

    2023 Peer Group The LDC Committee generally targets total target compensation opportunities for our named executive officers, other than our Chief Executive Officer, at or near the median of our peer group but retains flexibility to position named executive officers above or below median based on experience, scope of responsibility, critical skill set, expertise and performance. The LDC Committee considers comparisons to compensation levels at other companies to be helpful in assessing the overall competitiveness of our compensation practices, but places a greater emphasis on aligning overall compensation opportunities rather than individual compensation elements. The compensation peer group used by the LDC Committee to review our named executive officers’ total target compensation in July 2023 was approved by the LDC Committee in May 2023, with input provided by senior management and the external compensation consultant. To better align the peer group with the Company’s near-term strategic objectives, the external compensation consultant recommended significant changes to the criteria used to select the Company’s peer group. The criteria used to select the 2023 peer group are described below:

  160. 2023 Peer Group

    | Industry Classification | U.S. publicly-traded companies in related industry segments with strategic filters for global complexity and growth orientation | | Revenue | Revenue range of ~$5 Billion to ~$80 Billion | | Market Capitalization | Three-year average market capitalization at least 2x average revenues as exemplified by high growth/ high margin strategies | | Non-U.S. Revenue | >25% non-U.S. revenues |

  161. 2023 Peer Group

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 63 |

  162. 2023 Peer Group

    Based on this analysis, the LDC Committee selected the following peer group in May 2023, which applies to all of our named executive officers including our Chief Executive Officer:

  163. 2023 Peer Group

    | Industry | Company Name | New for 2023 | | Biotechnology | AbbVie Inc. | | | | Amgen Inc. | | | | Biogen Inc. | | | | Gilead Sciences, Inc. | | | | Moderna, Inc. | | | | Regeneron Pharmaceuticals, Inc. | | | | Vertex Pharmaceuticals Inc. | | | Healthcare Services | Laboratory Corp of America Holdings | | | IT Consulting and Services | Accenture plc | | | | Cognizant Technology Solutions Corp. | | | | Gartner, Inc. | | | | International Business Machines Corp. | | | Life Science Tools and Services | Agilent Technologies, Inc. | | | | Avantor, Inc. | | | | Danaher Corporation | | | | ICON plc | | | | Thermo Fisher Scientific, Inc. | | | Pharmaceuticals | Bristol Myers Squibb Co. | | | | Eli Lilly & Co. | | | | Merck & Co., Inc. | | | | Pfizer Inc. | | | | Zoetis Inc. | |

  164. Changes from prior peer group

    Changes from prior peer group Based on the updated selection criteria, the following companies were removed from the peer group: Bausch Health Companies Inc., Boston Scientific Corporation, Fiserv, Inc., Johnson & Johnson, Quest Diagnostics Inc., S&P Global Inc., Salesforce, Inc., and Thomson Reuters Corp. In response to investor feedback, the LDC Committee no longer uses a supplemental peer group when making determinations regarding the compensation of our Chief Executive Officer.

  165. Non-binding Company grant guidelines

    Non-binding Company grant guidelines Long-term incentive award values are determined in part based on non-binding Company grant guidelines, which the LDC Committee develops each year. These guidelines set forth proposed long-term target award values for our named executive officers, other than our Chief Executive Officer, and are established to be consistent with peer group and market survey data on target equity award values for employees with similar salaries and positions.

  166. Key Features to Align Executive Pay with Stockholder Interests

    | Compensation Component | Link to Strategy | Strategy and Performance Alignment | | Annual Incentives | • A significant portion of our named executive officers’ individual performance is tied to one or more of our strategic goals • Compensation is linked to corporate performance through our use of specified Revenue, Adjusted EBITDA and Adjusted Diluted EPS goals and liquidity and cash flow metrics to determine annual cash incentive awards • Compensation is linked to ESG performance through our inclusion and evaluation of ESG-related objectives when determining annual cash incentive awards | Aligns named executive officers with stockholders’ interests by: • Rewarding individual achievement of strategic goals that are made more challenging each year and are designed to position the Company as an industry leader • Incentivizing behavior consistent with strong annual Revenue/Profit, Cash Flow and Balance Sheet/Liquidity performance • Reinforcing the importance of long-term sustainability and execution of our sustainability initiatives intended to support achievement of our human capital management goals and help drive financial results | | Long-Term Incentives | • We ensure that long-term incentive awards have sufficient retentive value because retaining our named executive officers is crucial to realizing our strategic goals • We consider individual performance (which is tied to our strategic goals) in setting the targeted value of our named executive officers’ long-term incentive awards | Further aligns named executive officers’ interests with stockholders’ interests by: • Linking a substantial portion of total compensation to long-term corporate performance using long-term incentive awards, including performance shares based on Relative TSR and Adjusted Diluted EPS targets set at the time of grant • Setting three-year vesting periods for our long-term incentive awards that link their payouts to our long-term corporate and share price performance • Including discretion to recoup equity awards in the event of a restatement of our financial statements, as a result of misconduct or in the event of a breach of restrictive covenants |

  167. Base Salary

    Annual base salaries for our named executive officers may be adjusted by the LDC Committee based upon the recommendations of our Chief Executive Officer (except with respect to his own salary) as well as market benchmarking data and analysis. The Chief Executive Officer’s recommendations with respect to any particular named executive officer generally are based upon the executive’s individual performance review for the prior year, the executive’s leadership and contributions to Company performance, market conditions, peer group and/or market survey data, and our overall budgetary guidelines. The LDC Committee takes all of these factors into account when making its decisions but does not assign a specific or pre-determined weight to any one factor. In addition to the annual review, the LDC Committee may adjust base salaries during the year in connection with promotions, increases in responsibilities or to maintain competitiveness in the market.

  168. Short-Term Incentive Awards

    Short-Term Incentive Awards

  169. Formula-based payout factor

    Formula-based payout factor The Formula-Based Payout Factor reflects the weighted achievement with respect to five performance measures: Revenue/Profit, Cash Flow and Balance Sheet/Liquidity, which evaluate corporate performance; and Operational/Strategic and Leadership/Sustainability, which are tailored for each named executive officer.

  170. Performance measures

    Performance measures The five performance measures that determine the Formula-Based Payout Factor for the 2023 Annual Plan are described below.

  171. Performance measures

    | Revenue/Profit | Revenue and profit achievement create a direct link between executive compensation and the Company’s results of operations. As further described below, the component metrics for this performance measure are Revenue, Adjusted EBITDA, and Adjusted Diluted EPS, which align with how such metrics are calculated in the Company’s publicly disclosed earnings releases. | | Cash Flow | Cash flow is a key measure of the Company’s financial performance. The principal cash flow performance measure is Free Cash Flow. Additional metrics may include past due balances and Net Days Sales Outstanding in a given year based on the LDC Committee’s determination, taking into account the views and recommendations of senior management as to what cash flow metrics the Company should prioritize based on our strategic goals. | | Balance Sheet/Liquidity | The LDC Committee selected balance sheet strength and liquidity as a performance measure because maintaining a strong balance sheet, with high liquidity levels and sound working capital management, is a key indicator of the Company’s financial health. This performance measure will include Net Leverage Ratio as a metric, and may include additional metrics such as capital intensity, interest expense, debt maturities and/or repatriations in a given year based on the LDC Committee’s determination, taking into account the views and recommendations of senior management as to what balance sheet/liquidity metrics the Company should prioritize based on our strategic goals. | | Operational/Strategic | The LDC Committee selected operational and strategic performance as a performance measure because we are engaged in a strategic transformation of our business, and the achievement of specific operational and strategic goals—beyond annual financial measures—is critical to achieving our short- and long-term financial objectives. The LDC Committee establishes individualized metrics for this performance measure annually for each named executive officer. | | Leadership/Sustainability | Leadership and sustainability actions and achievements can have a profound influence on the Company’s success or failure, its human capital management efforts, its long-term risk management and its financial results. The LDC Committee establishes individualized metrics for this performance measure annually for each named executive officer. |

  172. Performance measures

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 67 |

  173. Weightings

    Weightings Each year, the LDC Committee assigns each of the five performance measures a specific weighting that may differ for each named executive officer. The weightings, which may vary from year to year, are determined based on each named executive officer’s contribution to, or responsibility for, a given performance measure and the Company’s overall priorities for the year. The performance measures are underpinned by a set of specific metrics that also may vary from year to year—both in substance and in weighting—for each named executive officer. The relative payout for each performance measure will be multiplied by the weighting for the applicable named executive officer before being added to the other performance measure payouts to calculate the named executive officer’s Formula-Based Payout Factor. In other words, the Formula-Based Payout Factor, which can range from 0% to 200%, reflects the weighted achievement of the five performance measures. For 2023, the weightings are set forth below under the section entitled “—2023 Compensation Determinations—2023 Short-Term Incentive Awards—Weightings.”

  174. Metrics for the Revenue/Profit performance measure

    | Performance Level | Threshold | Target | Maximum | | How calculated | Target – 15% | Goal set by LDC Committee | Target + 15% | | Payout | 75% | 100% | 200% |

  175. Metrics for the other performance measures

    Metrics for the other performance measures For each of the other four performance measures, the LDC Committee assigns a rating of 1–5 points for each of the underlying metrics based on the following criteria:

  176. Metrics for the other performance measures

    | Score | Rating | Description | | 5 | Significantly Overperform | Achieved more than expected | | 4 | Overperform | Exceeded some expectations and achieved other expectations | | 3 | Meets Expectation | Achieved expected results | | 2 | Underperform | Achieved expected results in some areas and did not achieve expected results in other areas | | 1 | Significantly Underperform | Did not achieve any expected results |

  177. Metrics for the other performance measures

    The scores for each metric under a performance measure are totaled and normalized for a 20-point scale, and then the LDC Committee determines the named executive officer’s payout within the score ranges set forth below.

  178. Metrics for the other performance measures

    | Total Score | Low | High | Total Score | Low | High | | 17-20 | 176% | 200% | 9-12 | 76% | 125% | | 13-16 | 126% | 175% | 1-8 | 0% | 75% |

  179. Metrics for the other performance measures

    In response to investor feedback for greater insight into short-term incentive award determinations, the payout under each performance measure is based on a linear interpolation within the range based on the score within the 20-point scale, plus or minus eight percentage points, with the rationale provided for any deviations from a straight-line interpolated payout. To illustrate, if the total score for a particular performance measure is 15, the straight-line interpolated payout would be 159%, and the payout could be between 151% and 167% based on the specific considerations utilized by the LDC Committee in determining a payout. The key individual performance metrics used for our named executive officers, along with an assessment of the level of achievement for all 2023 performance measures, are summarized below under “—2023 Compensation Determinations—2023 Short-Term Incentive Awards.” We disclose the metrics used for each individual performance measure, but we consider the specific targets used to evaluate certain of the metrics to be confidential and commercially-sensitive information, and believe their disclosure would result in competitive harm to the Company.

  180. Individual performance adjustment

    Individual performance adjustment The Annual Plan permits the LDC Committee to make individual adjustments to the final award for each named executive officer. These adjustments are designed to recognize an individual’s relative contribution to our financial, operational and strategic success during the year that the LDC Committee does not believe are adequately reflected by the Formula-Based Payout Factor. Adjustments may be positive or negative, based on the LDC Committee’s judgement. However, upward adjustments are limited to no more than 1/6th of the executive’s final award, and they may never cause a named executive officer’s Formula-Based Payout Factor to exceed 200%. The LDC Committee’s determinations for 2023 with respect to the Annual Plan are discussed below under the section entitled “—2023 Compensation Determinations—2023 Short-Term Incentive Awards.”

  181. Long-Term Incentive Awards

    Long-Term Incentive Awards We believe that substantial long-term returns for our stockholders are achieved through a culture that focuses on long-term performance by our named executive officers and other senior management. By providing senior management with a meaningful equity stake in the Company, we are better able to align their interests with and create value for our stockholders.

  182. Long-Term Incentive Awards

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 69 |

  183. Long-Term Incentive Awards

    In 2023, our annual grant of long-term incentive awards to our named executive officers under our 2017 Incentive and Stock Award Plan consisted of a combination of performance shares and stock appreciation rights, allocated as shown below.

  184. Long-Term Incentive Awards

    | | Percentage of LTI Total | | LTI Award Component | 2023 | | Performance Shares | 75% | | Stock Appreciation Rights | 25% |

  185. Long-Term Incentive Awards

    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 units are no longer included in our annual long-term incentive awards granted to our named executive officers.

  186. Performance shares

    Performance shares We believe that performance shares hold our named executive officers accountable for achieving key strategic objectives that maximize value creation for our stockholders. The performance shares granted to a named executive officer in 2023 will be earned based on our financial results over the three-year period from January 1, 2023 through December 31, 2025, subject to the executive’s continued service with the Company through the end of the performance period.

  187. Metrics for performance shares

    Metrics for performance shares Performance shares will vest, if at all, based on the Company’s results for the two performance metrics described below. The number of performance shares a named executive officer may earn ranges from 0% of the executive’s target award (if the threshold levels of performance are not achieved) to 200% of the target award (if the maximum levels are achieved or exceeded). Each earned and vested performance share will be settled for one share of our common stock. New for 2023. In response to investor feedback, and after a review of market practice, the LDC Committee adopted a policy, beginning with 2023 performance awards, to cap the payout at target for the portion of performance share awards based on Relative TSR if our absolute TSR for the three-year performance period is negative. 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 55th 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.

  188. Metrics for performance shares

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  189. Metrics for performance shares

    | Performance Metric | Description and Reason Selected | | Relative Total Stockholder Return | • “Relative Total Stockholder Return” or “Relative TSR” is a measure of the Company’s stockholder value creation relative to the S&P 500 Index over three years. It combines share price appreciation and dividends, if any, paid to show the total return to stockholders expressed as an annualized percentage. • The LDC Committee views this metric as closely correlated with long-term returns to stockholders. | | Adjusted Diluted Earnings Per Share* | • “Adjusted Diluted Earnings Per Share” or “Adjusted Diluted EPS” means, with respect to each fiscal year during the performance period, our diluted earnings per share, as reported, including all adjustments made to Net income or loss from our Consolidated Statements of Income to arrive at Adjusted EBITDA, with the exception of interest expense and depreciation and amortization, as well as incremental adjustments for purchase accounting amortization and certain nonoperating and nonrecurring items. This definition is the same, and reconciled to the nearest comparable GAAP financial measure in the exact same manner, as Adjusted Diluted EPS included in the Company’s earnings releases. • The LDC Committee believes this metric is an important measure of Company performance and a fundamental metric for the investment community. |

  190. Metrics for performance shares

    | * The Adjusted Diluted EPS goal is based on our three-year Adjusted Diluted EPS growth, and is subject to adjustment based upon the occurrence of certain corporate events in accordance with the 2017 Incentive and Stock Award Plan. The calculation may be subject to other adjustments for material or non-recurring events occurring during the relevant fiscal year as determined by the LDC Committee in its sole discretion. |

  191. How long-term incentive awards are determined

    How long-term incentive awards are determined We provide our named executive officers with long-term incentive awards to promote retention, to incentivize sustainable growth and long-term value creation, and to further align the interests of our executives with those of our stockholders during the vesting periods. The LDC Committee considers a number of factors in determining the long-term incentive award grants to our named executive officers, including:

  192. How long-term incentive awards are determined

    | • | The Company’s non-binding grant guidelines | | • | A review of peer group and other market survey data | | • | The retentive value of each executive’s unvested long-term incentive awards | | • | Individual performance evaluations | | • | The performance objectives for each named executive officer | | • | An assessment of the executive’s position, role and responsibilities within the Company | | • | The overall competitiveness of each executive’s total direct compensation opportunity | | • | Internal equity considerations | | • | The impact of the grants on long-term incentive plan usage and share dilution |

  193. How long-term incentive awards are determined

    The LDC Committee’s determinations with respect to long-term incentive award grants to our named executive officers during 2023 are discussed below, under the section entitled “—2023 Compensation Determinations—2023 long-term Incentive Awards.”

  194. 2023 Short-Term Incentive Awards

    2023 Short-Term Incentive Awards

  195. Target incentive

    Target incentive Each of our named executive officers, other than Mr. Panagos, was eligible for an annual short-term incentive award for their work in 2023 ranging from 0% to 200% of their target incentive. The target short-term incentive opportunity (expressed as a percentage of base salary) for each of our named executive officers for 2023 under the Annual Plan was as follows:

  196. Target incentive

    | Named Executive Officer | Target Annual Incentive as a Percentage of Annual Base Salary | | Ari Bousbib | 200% | | Ronald E. Bruehlman | 100% | | W. Richard Staub, III(1) | 100% | | Kevin C. Knightly | 85% | | Eric M. Sherbet | 85% | | Costa Panagos | (2) |

  197. Target incentive

    | (1) Mr. Staub was appointed to serve as President, Research & Development Solutions on September 25, 2023, and his target annual incentive was prorated accordingly. | | (2) Mr. Panagos exited the Company on September 25, 2023, and was not eligible to earn a short-term incentive under the Annual Plan with respect to 2023. |

  198. Performance measures

    Performance measures The corporate financial performance measures apply to each of our named executive officers, though they are weighted differently depending upon the executive’s role. We disclose the financial targets underlying the performance measures below. The specific targets used to evaluate certain of the metrics for the Operational/Strategic and Leadership/Sustainability performance measures are confidential and commercially-sensitive information, and we believe their disclosure would result in competitive harm to the Company.

  199. Performance measures

    | Performance measures | Metrics used to assess performance | | Revenue/Profit | • Revenue | | | • Adjusted EBITDA | | | • Adjusted Diluted EPS | | Cash Flow | • Free Cash Flow | | | • Net Days Sales Outstanding | | Balance Sheet/Liquidity | • Net Leverage Ratio | | | • Capital Intensity | | Operational/Strategic | Varies by individual | | Leadership/Sustainability | Varies by individual |

  200. Revenue/Profit performance measure

    | Metric | Threshold (75% payout) | Target (100% payout) | Maximum (200% payout) | 2023 Actual Achievement | Unweighted Payout | Weight | Weighted Payout | | Revenue(1) | $12,920 | $15,200 | $17,480 | $14,984 | 97.6% | 30.0% | 29.3% | | Adjusted EBITDA(1) (2) | $3,077 | $3,620 | $4,163 | $3,569 | 97.7% | 50.0% | 48.8% | | Adjusted Diluted EPS(2) | $8.72 | $10.26 | $11.80 | $10.20 | 99.0% | 20.0% | 19.8% | | | | | | | Final Payout | | 97.9% |

  201. Individual performance measures

    Individual performance measures The LDC Committee set individualized metrics for each named executive officer for the Strategic/Operational and Leadership/Sustainability performance measures to capture key qualitative and quantitative objectives that are relevant to each executive and important to the execution of the Company’s overall strategy and performance. The following tables identify those metrics and list key highlights from each named executive officer’s 2023 accomplishments for each.

  202. Individual performance measures

    | Ari Bousbib | | | | Chairman and Chief Executive Officer | | | | Operational/Strategic Performance | | | | Measure Metrics | Key Achievements | | | Achieve operational and strategic objectives | • | Significantly exceeded cost reduction target by 35% in 2023, delivering more than $470 million in savings, doubling the productivity savings generated in 2022 | | | • | Deployed $996 million against strategic acquisitions and investments across all parts of the business | | | • | Returned approximately $1.0 billion in cash to stockholders through the repurchase of approximately 5 million shares at an average price of $197 per share | | | • | Successfully issued a combined $2.5 billion new Senior Notes and Senior Secured Notes and $1.5 billion new 7-year US term loans to extend near term maturities and provide increased liquidity | | Accelerate R&DS growth | • | Clinical research contracted backlog grew to an all-time record of $29.7 billion | | | • | Achieved a book-to-bill ratio of 1.28x including reimbursed expenses, as well as a 1.33x book-to-bill ratio excluding reimbursed expenses, which exceeded target and was ahead of book-to-bill ratios for peers that publicly-disclose such data | | | • | Services net new business awards were $8.4 billion, in line with target | | | • | Added almost 400 new clinical research customers in 2023, a mid single-digit increase over previous year | | | • | Executed the IQVIA laboratories strategy, achieving target results and further expanded the capabilities of the lab business through the launch of a new antibody discovery offering | | | • | Significantly expanded IQVIA’s clinical Site Management Organization (SMO) footprint, adding more than 15X net new sites in 2023 and closing two highly strategic acquisitions | | | • | In furtherance of our strategy to partner with the public sector and leading NGOs, we entered into collaboration agreements with The Coalition for Epidemic Preparedness Innovations (CEPI) to enhance pandemic preparedness as well as (RED) and The Global Fund to improve the ability of low and middle income countries at detecting emerging threats before they become pandemics |

  203. Individual performance measures

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  204. Individual performance measures

    | Ari Bousbib | | | | Chairman and Chief Executive Officer | | | | Operational/Strategic Performance | | | | Measure Metrics | Key Achievements | | | Advance innovation in Real World Solutions and Advanced Analytics | • | Continued investment in our real world data capabilities, with more than 1.2 billion comprehensive, longitudinal, non-identified unique patient records Expanded our real world data capabilities through partnerships that provide greater access to academic medical centers, health systems and specialty care settings, adding 350 million U.S. patient lives, expanded our direct-to-patient access by 35% to enable greater collection of patient-reported outcomes, long-term monitoring and other real world studies and doubling our oncology health system network | | | • | Accelerated the growth of IQVIA’s Medical Affairs business, increasing revenues by more than 50%, significantly expanding our capabilities through capital investment and closing three highly strategic acquisitions, exceeding target | | | • | Significantly expanded IQVIA’s scientific contributions in the field of real world evidence with over 300 scientific publications, representing a greater than 55% increase from 2022 and awarded Best AI Based Solution for Healthcare and The UNIVANT’s Healthcare Excellence award for achieving better health system performance | | | • | Enhanced the use of real world data for European and U.S. regulators and established a dedicated IQVIA Global Public Health unit | | | • | IDC MarketScape recognized IQVIA as a worldwide leader in Life Science R&DS Pharmacovigilance Solutions | | Execute on our commercial solutions strategy | • | Continued expansion of our commercial technology and analytics offerings, increasing the number of clients on our OCE technology platform, growing commercial analytics revenues by greater than 50% and exceeding target for full-service outsourcing wins by greater than 30% | | | • | Launched new software applications for our commercial customers such as MIDAS Disease and an industry first “MedTech consumption data” offering, exceeding revenue targets for 2023 | | | • | Significant expansion in the IQVIA Digital business resulting in over 35% revenue growth and named “Digital Enablement Vendor of the year” by PM360 | | | • | Significant expansion in IQVIA’s patient commercial offerings, with more than 10% growth through the launch of our AI-driven patient relationship management platform and development of an obesity management program in partnership with Apple | | | • | Expanded our OCT footprint with customer growth exceeding 15% in 2023 compared to 2022 | | | • | Everest Group recognized IQVIA as a ‘Leader’ in its Life Sciences Sales and Marketing Operations PEAK Matrix® Assessment 2023 and Customer Experience Platforms PEAK Matrix® Assessment 2023 |

  205. Individual performance measures

    Based on these achievements, the LDC Committee assessed a total score of 14 out of a possible 20 points for this performance measure, which results in a 142% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee.

  206. Individual performance measures

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  207. Individual performance measures

    | Leadership/Sustainability Performance | | | | Measure Metrics | Key Achievements | | | Develop and retain talent | • | Reduced twelve-month trailing attrition from 16.8% to 11.4% | | | • | Improved employee engagement across the business based on the 2023 employee engagement surveys, demonstrated by 87% of employees responding that they see a clear link between their work and IQVIA’s vision to drive healthcare forward, 5 points better than 2022 and 5 points above the Fortune 500 Benchmark | | | • | Promoted several internal, high performing executives to key new roles, including our new Global Head of Technology and Operations, Jim Berkshire, and our new Global Head of Digital Products and Solutions, Bernd Haas and managed seamless transition of Richard Staub back into the role of President, Research and Development Solutions | | | • | IQVIA was awarded five Human Capital Management Excellence Awards from the Brandon Hall Group in recognition of our talent development programs in the areas of (i) best learning program, (ii) best leadership development, (iii) best use of video for learning, (iv) best hybrid learning program and (v) best advance in custom content | | | • | Mentored numerous high potential employees through several leadership and development initiatives, including our Future Leaders program, and increased CEO employee outreach through additional town halls, round tables and video messages | | Sustainability | Environmental | | | | • | SBTi verified our greenhouse gas emissions reduction targets, setting a roadmap with clearly defined actions as we aim to achieve a 55% reduction in our scope 1 and scope 2 emissions by 2030 and achieve net zero emissions by 2050 | | | • | Significantly decreased Scope 3 emissions by 31% in absolute terms from 2021 to 2022; to date, 33% of IQVIA’s in-scope suppliers by emissions have or have committed to science-based targets | | | • | Supported engagement efforts with suppliers representing 60% of our supply chain emissions, with the goal of developing strategies and supporting them to reduce GHG emissions | | | • | Reduced our global footprint through 25 relocations to smaller offices and 21 office locations closing completely, on target | | | • | Removed single use plastics from clinical trial lab kits across EMEA and APAC, resulting in the removal or avoidance of around 3 metric tons of plastics | | | • | Significantly increased the number of re-used electronic devices from 2022 to 2023 and increased the number of recycled electronic devices by more than 125% | | | Social | | | | • | Expanded participation in our ERGs by 110% compared to 2022 | | | • | Expanded membership in the Disabilities and Careers Network by 370% | | | • | Racial, ethnic and gender diversity for 2023 IQVIA U.S. new hires exceeded the overall IQVIA U.S. workforce, continuing a trend from 2022 and 2021 | | | Governance | | | | • | All ESG ratings steady or improving; MSCI ratings upgraded | | | • | Launched our New Supplier Network, a forum which fosters collaboration with and between suppliers to create a positive impact on healthcare and the environment | | | • | Updated our supplier code of conduct to mandate disclosure of suppliers’ GHG emission targets, CDP and EcoVadis scorecards |

  208. Individual performance measures

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  209. Individual performance measures

    | Leadership/Sustainability Performance | | | | Measure Metrics | Key Achievements | | | Effective oversight of corporate governance matters | • | Managed important governance changes in response to investor feedback received during our stockholder engagement efforts, including the adoption of 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 | | | • | Increased transparency through disclosure of specific targets for employee engagement survey results for each of the named executive officers against relevant benchmark metrics impacting their short-term incentive compensation payouts | | | • | Continued declassification of the Board: 60% of our directors are up for election to one-year terms in 2024 and 100% of our directors will be up for election to one-year terms in 2025 | | | • | Adopted stockholder’s right to request a special meeting of stockholders | | | • | Increased transparency into the Company’s limited political activities by publishing our Political Activity Policy on our website and reporting on an annual basis our U.S. political spend | | Stockholder engagement and value creation | • | For the seventh year in a row, IQVIA was named one of the World’s Most Admired Companies in FORTUNE’s annual survey. 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 | | | • | Ended 2023 with 17 of 20 analysts issuing a “Buy” rating and none with a “sell” rating | | | • | Increased stockholder engagement in 2023 from 2022, increasing the number of unique buy-side investment firms he met with by 124% and unique buy-side investors by 163% |

  210. Individual performance measures

    Based on these achievements, the LDC Committee assessed a total score of 15 out of a possible 20 points for this performance measure, which results in a 159% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee.

  211. Individual performance measures

    | Ronald E. Bruehlman | | | | Executive Vice President and Chief Financial Officer | | | | Operational/Strategic Performance | | | | Measure Metrics | Key Achievements | | | Achieve operational and cost efficiency objectives | • | Significantly exceeded cost reduction target by 35%, delivering more than $470 million in savings, doubling the productivity savings generated in 2022 | | | • | Reduced finance costs as a percentage of revenue for the fourth consecutive year | | Maintain integrity of financial statements and internal controls | • | No significant deficiencies or material weaknesses identified by external auditors | | | • | Filed all SEC financial reports timely and accurately | | Effective oversight of capital management | • | Returned approximately $1.0 billion in cash to stockholders through the repurchase of approximately 5 million shares at an average price of $197 per share | | | • | Reduced year-end Net Leverage Ratio to 3.45x trailing twelve month Adjusted EBITDA, which is favorable to our 2023 target of less than 3.5x | | | • | Successfully issued a combined $2.5 billion new Senior Notes and Senior Secured Notes and $1.5 billion new 7-year US term loans to extend near term maturities and provide increased liquidity | | Deliver on acquisition strategy and integration | • | Deployed $996 million against strategic acquisitions and investments across all parts of the business |

  212. Individual performance measures

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  213. Individual performance measures

    Based on these achievements, the LDC Committee assessed a total score of 14 out of a possible 20 points for this performance measure, which results in a 142% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee.

  214. Individual performance measures

    | Leadership/Sustainability Performance | | | | Measure Metrics | Key Achievements | | | Develop and retain key talent | • | Reduced twelve-month trailing attrition from 14.8% to 11.3% | | | • | Expanded roles of several key leaders of global finance function to develop potential successors | | | • | Established successors for key global finance leadership positions | | Deliver value to stockholders | • | Ended 2023 with 17 of 20 analysts issuing a “Buy” rating and none with a “sell” rating | | | • | Increased stockholder engagement in 2023 from 2022, increasing the number of unique buy-side investment firms he met with by 16% and unique buy-side investors by 4% | | Enhance employee engagement and show responsiveness to employee survey feedback | • | Promoted IQVIA employee value proposition and embedded elements of the employee value proposition as operational metrics for the finance teams | | | • | Improved employee engagement across the business based on the 2023 employee engagement surveys, demonstrated by 87% of employees responding that they see a clear link between their work and IQVIA’s vision to drive healthcare forward, 5 points better than 2022 and 5 points above the Fortune 500 Benchmark | | Enhance and further the global Sustainability programs | • | SBTi verified our greenhouse gas emissions reduction targets, setting a roadmap with clearly defined actions as we aim to achieve a 55% reduction in our scope 1 and scope 2 emissions by 2030 and achieve net zero emissions by 2050 | | | • | Significantly decreased Scope 3 emissions by 31% in absolute terms from 2021 to 2022; to date, 33% of IQVIA’s in-scope suppliers by emissions have or have committed to science-based targets, significantly exceeding target | | | • | Reduced our global footprint through 25 relocations to smaller offices and 21 office locations closing completely, on target | | | • | All ESG ratings steady or improving; MSCI ratings upgraded | | | • | Launched our New Supplier Network, a forum which fosters collaboration with and between suppliers to create a positive impact on healthcare and the environment | | | • | Updated our supplier code of conduct to mandate disclosure of suppliers’ GHG emission targets, CDP and EcoVadis scorecards |

  215. Individual performance measures

    Based on these achievements, the LDC Committee assessed a total score of 18 out of a possible 20 points for this performance measure, which results in a 184% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee.

  216. Individual performance measures

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  217. Individual performance measures

    | W. Richard Staub, III President, Research & Development Solutions | | | Operational/Strategic Performance Measure Metrics | Key Achievements | | Achieve operational and cost efficiency objectives | • Significantly exceeded R&DS cost reduction target by more than 30% in 2023 | | Achieve backlog and net new business targets | • Clinical research contracted backlog grew to an all-time record of $29.7 billion • Added almost 400 new clinical research customers in 2023, a mid single-digit increase over previous year • Achieved a book-to-bill ratio of 1.28x including reimbursed expenses, as well as a 1.33x book-to-bill ratio excluding reimbursed expenses, which exceeded target and was ahead of the book-to-bill ratios for peers that publicly-disclose such data • Services net new business awards of $8.4 billion, in line with target • In furtherance of our strategy to partner with the public sector and leading NGOs, we entered into collaboration agreements with CEPI to enhance pandemic preparedness as well as (RED) and The Global Fund to improve the ability of low and middle income countries at detecting emerging threats before they become pandemics | | Diversify depth of offerings and expand grown in new services | • Executed the IQVIA laboratories strategy, achieved target results and further expanded the capabilities of the lab business through the launch of a new antibody discovery offering • Launched our new integrated, end-to-end safety platform at three pharma customers, including one top 10 pharma customer, achieving target • Significantly expanded IQVIA’s clinical SMO footprint, adding more than 15X net new sites in 2023 and closing two highly strategic acquisitions, exceeding target | | Deliver on lab strategic objectives | • Exceeded revenue target for IQVIA laboratory business • Exceeded business case for key lab strategic acquisitions • Successful pivot for genomics business line in light of shifting customer demand and competitive intensity, meeting targets for all key financial metrics including revenue and Adjusted EBITDA |

  218. Individual performance measures

    Based on these achievements, the LDC Committee assessed a total score of 15 out of a possible 20 points for this performance measure, which results in a 159% payout based on the formula’s straight-line interpolation. Given Mr. Staub’s significant over-achievement against his ambitious productivity target and R&DS’ record and industry leading year-end backlog, the LDC Committee chose to assign a final payout of 167%.

  219. Individual performance measures

    | Leadership/Sustainability Performance Measure Metrics | Key Achievements | | Develop and retain key talent | • Managed a significant reduction in attrition, reducing twelve-month trailing attrition from 15.9% to 8.7%, a 7 point decline, significantly exceeding target • Launched multiple leadership programs targeted at various levels of the R&DS organization, including the Leader of the Future Program and the R&DS Global Leadership Program • Mentored key IQVIA leadership talent | | Enhance employee engagement and show responsiveness to employee survey feedback | • R&DS leadership team developed and executed detailed employee engagement action plans based on feedback provided by employees to enhance employee experience • Improved employee engagement across the business based on the 2023 employee engagement surveys, demonstrated by 87% of employees responding that they see a clear link between their work and IQVIA’s vision to drive healthcare forward, 5 points better than 2022 and 5 points above the Fortune 500 Benchmark • Embedded employee survey metrics into management cadence |

  220. Individual performance measures

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  221. Individual performance measures

    | Leadership/Sustainability Performance Measure Metrics | Key Achievements | | Execute on workforce optimization strategy | • Reduced third-party contractor headcount by 36%, substantially reducing spend in this higher expense category through a mixture of on-shoring and off-shoring hiring, exceeding target • Designed, developed and implemented new headcount forecasting model that more accurately forecasts headcount demand • Established a new offshore delivery location for more cost-effective customer deliverables | | Demonstrate effective leadership of R&DS | • Executed smooth transition in taking back over as President, Research & Development Solutions within a condensed timeframe and delivered on all key strategic and operational targets • Oversaw refreshment of development and succession plans for key talent |

  222. Individual performance measures

    Based on these achievements, the LDC Committee assessed a total score of 19 out of a possible 20 points for this performance measure, which results in a 192% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee.

  223. Individual performance measures

    | Kevin C. Knightly President, Corporate Strategy and Enterprise Networks | | | Operational/Strategic Performance Measure Metrics | Key Achievements | | Achieve operational and strategic objectives | • Significantly exceeded productivity target for operating unit by more than 60% • Successfully executed on IQVIA’s M&A strategy, achieving target for forecasted inorganic growth contribution to 2024 revenue target • Drove efficiency and scale through identification of more than $200 million in potential efficiency gains through use of AI technology across the enterprise | | Strengthen core information offerings and ensure data relevance | • Launched an industry first medical device product consumption data offering with several key clients in this segment, significantly exceeding revenue target • Expanded our real world data capabilities through partnerships that provide greater access to academic medical centers, health systems and specialty care settings, adding 350 million U.S. patient lives • Expanded our direct-to-patient access by 35% to enable greater collection of patient-reported outcomes, long-term monitoring and other real world studies and doubling our oncology health system network • Secured renewals with key European and U.S. data suppliers with no meaningful loss of data access and exceeded service-level agreements for data delivery and data accuracy | | Increase marketing driven demand for IQVIA solutions | • Increased number of digital conferences by more than 4% from 2022 and increased number of registrants by more than 25% from 2022 • Drove more than 20,000 marketing qualified leads (MQLs) for the commercial portfolio, a greater than 4% increase from 2022. • Generated an increase of 9% in sales qualified leads (SQLs), improving the conversion rate of MQL to SQL and significantly improved the conversion rate of SQL to “win” • Exceeded targets for increases in IQVIA social followers and engagement rates by 3x and 2x, respectively | | Assess the impact of large language model technologies and position IQVIA to win in this space | • Led comprehensive analysis of how emergence of Large Language Models (LLM) and GPT could potentially impact IQVIA’s addressable opportunity, offering portfolio, revenues and cost structure • Established privacy governance model to protect IQVIA IP from the miss-use of such technologies • Successfully launched IQVIA’s Healthcare grade AI offering, a new class of AI with the speed, accuracy and precision healthcare customers need |

  224. Individual performance measures

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  225. Individual performance measures

    Based on these achievements, the LDC Committee assessed a total score of 14 out of a possible 20 points for this performance measure, which results in a 142% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee.

  226. Individual performance measures

    | Leadership/Sustainability Performance Measure Metrics | Key Achievements | | Develop and retain key talent | • Significantly reduced twelve-month trailing attrition from 18.6% in 2022 to 8.1% in 2023, a 10 point decline, exceeding target • Designed and delivered a more structured program of leadership, coaching and process training for key delivery and production hubs, with overall participation rates above 50% • Significantly exceeded targets for internal hires • Released targeted learning resources for self-paced learning with a 72% participation rate | | Enhance employee engagement and show responsiveness to employee survey feedback | Improved employee engagement across the business based on the 2023 employee engagement surveys, demonstrated by 87% of employees responding that they see a clear link between their work and IQVIA’s vision to drive healthcare forward, 5 points better than 2022 and 5 points above the Fortune 500 Benchmark • Delivered an extensive Breast Cancer Awareness and Mental Health Awareness educational programs and refreshed the Health and Well-being program for all employees in the Corporate Strategy and Enterprise Networks (CSEN) function | | Execute on diversity and inclusion initiatives | • Supported the design, development and delivery of IQVIA’s refreshed Diversity & Inclusion training program; delivered a Diversity & Inclusion training program for all CSEN leaders • All business unit employee communications include additional resources available to employees and highlighted our continued commitment and focus on Diversity, Inclusion and Belonging at IQVIA |

  227. Individual performance measures

    Based on these achievements, the LDC Committee assessed a total score of 15 out of a possible 20 points for this performance measure, which results in a 159% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee.

  228. Individual performance measures

    | Eric M. Sherbet Executive Vice President, General Counsel and Secretary | | | Operational/Strategic Performance Measure Metrics | Key Achievements | | Achieve year operational and strategic objectives | • Delivered on all productivity targets for the legal function • Outperformed external benchmarks for core legal costs as a percent of revenue • Implemented third party procurement platform and exceeded target for reduction in third party legal fees in the first year of use | | Continue to enhance stockholder engagement | • Continued improvement in say-on-pay “FOR” votes, achieving 80% support at the last say-on-pay vote in 2023, achieving target • Directors received overwhelming votes in favor of their election • Successful special meeting proposal outcome with stockholder support at 96% for the Company proposal | | Effective management of investigations and litigation matters | • IQVIA received favorable settlements in IP and confidentiality litigations, exceeding expectations • Successful insurer negotiations limiting our financial exposure to settlement payouts • Effectively managed other ongoing litigations | | Effective management of key initiatives within Global Legal function | • Successful rollout of multiple productivity initiatives to drive efficiency globally across the legal function • Provided effective legal support for all M&A activity • Drove multiple initiatives to ensure IQVIA remains a privacy first organization and launched a new governance model for privacy, delivering enhanced oversight for information security, training and controls |

  229. Individual performance measures

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  230. Individual performance measures

    Based on these achievements, the LDC Committee assessed a total score of 17 out of a possible 20 points for this performance measure, which results in a 176% payout based on the formula’s straight-line interpolation. Given Mr. Sherbet’s significant stockholder engagement efforts in 2023, the LDC Committee chose to assign a final payout of 180%.

  231. Individual performance measures

    | Leadership/Sustainability Performance Measure Metrics | Key Achievements | | Develop and retain key talent | • Expanded role of several key leaders in the legal function to develop potential successors • Rolled out tailored development programs for high potential candidates throughout the global legal function • Elevated role of Chief Privacy Officer to report directly into General Counsel to provide greater visibility for executive leadership | | Enhance employee engagement and show responsiveness to employee survey feedback | • Improved employee engagement across the business based on the 2023 employee engagement surveys, demonstrated by 87% of employees responding that they see a clear link between their work and IQVIA’s vision to drive healthcare forward, 5 points better than 2022 and 5 points above the Fortune 500 Benchmark | | Enhance Sustainability program | Environmental • SBTi verified our GHG emissions reduction targets, including our net zero target by 2050 • Significantly decreased Scope 3 emissions by 31% in absolute terms from 2021 to 2022; to date, 33% of IQVIA’s in-scope suppliers by emissions have or have committed to science-based targets, significantly exceeding target • Supported engagement efforts with suppliers representing 60% of our supply chain emissions, with the goal of developing strategies and supporting them to reduce GHG emissions • Supported reduction of our global footprint through 25 relocations to smaller offices and 21 office locations closing, on target Social • Expanded participation in our ERGs by 110% compared to 2022 • Expanded membership in the Disabilities and Careers Network by 370% • Racial, ethnic and gender diversity for 2023 IQVIA U.S. new hires exceeded the overall IQVIA U.S. workforce, continuing a trend from 2022 and 2021 Governance • All ESG ratings steady or improving; MSCI ratings upgraded • Launched our New Supplier Network, a forum which fosters collaboration with and between suppliers to create a positive impact on healthcare and the environment • Updated our supplier code of conduct to mandate disclosure of suppliers’ GHG emission targets, CDP and EcoVadis scorecards | | Effective oversight of corporate governance matters | • Managed important governance changes in response to investor feedback received during our stockholder engagement efforts, including the adoption of 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 • Increased transparency through disclosure of specific targets for employee engagement survey results for each of the named executive officers against relevant benchmark metrics impacting their short-term incentive compensation payouts • Continued declassification of the Board: 60% of our directors are up for election to one-year terms in 2024 and 100% of our directors will be up for election to one-year terms in 2025 • Adopted stockholders right to request a special meeting of stockholders • Increased transparency into the Company’s limited political activities by publishing our Political Activity Policy on our website and reporting on an annual basis our U.S. political spend |

  232. Individual performance measures

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  233. Individual performance measures

    Based on these achievements, the LDC Committee assessed a total score of 18 out of a possible 20 points for this performance measure, which results in a 184% payout based on the formula’s straight-line interpolation. Given Mr. Sherbet’s significant leadership in supporting IQVIA’s expansion of its sustainability efforts and the significant progress made against our sustainability goals, the LDC Committee chose to assign a final payout of 192%. The LDC Committee and our Chief Executive Officer (except with respect to his own individual performance) evaluated the performance of each of our named executive officers as described above and determined scores for each individualized performance measure. Based on these scores, and in accordance with the predetermined scorecard, the LDC Committee assigned final payouts to each named executive officer for the individualized performance measures, as shown below.

  234. Individual performance measures

    | Named Executive Officer | Operational/Strategic Performance Measure | Leadership/Sustainability Performance Measure | | Ari Bousbib | 142% | 159% | | Ronald E. Bruehlman | 142% | 184% | | W. Richard Staub, III | 167% | 192% | | Kevin C. Knightly | 142% | 159% | | Eric M. Sherbet | 180% | 192% | | Costa Panagos | (1) | (1) |

  235. Individual performance measures

    | (1) Mr. Panagos exited the Company on September 25, 2023, and was not eligible to earn a short-term incentive under the Annual Plan with respect to 2023. |

  236. Individual performance measures

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  237. Individual performance measures

    The LDC Committee approved the individual performance adjustments described below.

  238. Individual performance measures

    | Named Executive Officer | Individual Performance Adjustment | | Ari Bousbib | The LDC Committee recommended and the Board made a positive adjustment to Mr. Bousbib’s Annual Plan payout, representing 11.5% of the final award. This adjustment was made in consideration of the following contributions and accomplishments of Mr. Bousbib: • Managed the business through extraordinary geopolitical, economic and environmental challenges. Ensured patients in Ukraine, Russia, Israel, Lebanon and Turkey maintained access to life saving medicines and clinical trials throughout the conflicts and natural disaster. Supported IQVIA employees directly impacted through financial, logistical and technology support. Navigated evolving regulatory and legal environments ensuring IQVIA’s businesses could remain operational in these challenging environments • Significantly advanced IQVIA’s country, site and patient diversification strategy. Opened two new prime sites in Europe and launched the Connected Research Community across all partner sites in the region. Increased the Super-Partner network in Africa with 4 new partner sites in Kenya, increased site activations in India by 170% and South Korea by 23%. Rolled out IQVIAs updated Geographic Risk Assessment & Mitigation platform internally and deployed on studies with large pharma customers to manage operations through conflict and natural disaster. Increased the number of deployments of our AI driven Patient Finder tool in major clinical research sites in Europe, allowing faster and more efficient identification of patients for clinical research • Directed IQVIA’s efforts around understanding the impact of Generative AI and LLM on IQVIAs business model. This included establishing cross functional and cross enterprise working groups to examine the following: competitive threats, market opportunities, IQVIA weaknesses including security and privacy, customer business model disruption, technology development implications, productivity benefits, data supply risks and more. Led high level discussions with executive leadership from Microsoft including Dr. Peter Lee head of Microsoft Research. This resulted in over $400 million of identified productivity and offering development opportunities, robust security protocols to protect IQVIA’s core business, and the development of extensive training programs to enable IQVIA to fully leverage these new technologies. Almost 15,000 employees underwent training though one of these programs in approximately six months. The development of a toolset available to IQVIANs to build Gen AI enabled products including IQVIA’s own generative AI platform, Gen AI code development tool and Gen AI Decisions Assistant • Drove IQVIA’s Quality agenda; harmonized IT systems across acquisitions to improve control and quality of data flow across the enterprise, completing 54 acquisition ERP system integrations, exceeding target by over 20%. Reduced vendor audit backlog by over 90%, fully staffed the expanded Quality Assurance function, removed all 2022 customer audit backlog, deployed two new Quality Management System modules to materially enhance the functionality and performance of IQVIA’s Quality Management system • Significant investments in talent development. Developed and rolled out new, role-based skills and management training programs across the enterprise. Year-on-year increase of 6% in the number of employees that underwent one of IQVIAs structured leadership and management programs. There were more than one million visits to our Talent and Learning hub, more than 230,000 visits to our newly launched IQVIA Learning Academy in six months and a 32% increase in users of our Career Connections skills matching platform. We increased the number of roles filled internally to 30%, exceeding target and a 2 point increase versus 2022. New joiner survey results indicated that more than 50% of new employees join IQVIA for learning and development opportunities. This all resulted in overall attrition dropping to pre-pandemic levels and High potential attrition dropping to 4.2%, significantly beating target |

  239. Individual performance measures

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  240. Individual performance measures

    | Named Executive Officer | Individual Performance Adjustment | | Ronald E. Bruehlman | The LDC Committee made a positive adjustment to Mr. Bruehlman’s Annual Plan payout, representing 9.0% of the final award. This adjustment was made in consideration of the following contributions and accomplishments of Mr. Bruehlman: • For various corporate and entity simplification reasons, the Company undertook an internal legal entity restructuring and as a consequence allowed the Company to more efficiently use its tax attributes, resulting in over-performing against the projections for 2023 and setting the Company up for further efficiencies in 2024 • Oversaw a detailed review of the Company’s capital assets and balance sheet, resulting in a $13 million benefit to 2023 operating expenses, a nearly $20 million benefit to 2023 depreciation and amortization expense, and a substantial benefit to depreciation and amortization expense in 2024 and beyond • Supported the successful completion of over 60 automation projects and nearly 50 LEAN events with finance function, resulting in significant cost savings and efficiency gains | | W. Richard Staub, III | The LDC Committee made a positive adjustment to Mr. Staub’s Annual Plan payout, representing 16.7% of the final award. This adjustment was made in consideration of the following contributions and accomplishments of Mr. Staub: • Managed delivery of services and critical medicines to clinical trial patients in Ukraine, Russia, Israel, Lebanon and Turkey through conflicts and natural disaster. Supported IQVIA R&DS employees directly impacted through financial, logistical and technology support • Strong execution of country and site diversification strategy by, among other things, opening new prime sites in Europe and increasing partner sites across geographies • Enhanced IQVIA’s quality management systems, reducing vendor audit backlog and eliminating customer audit backlog, fully staffing the expanded Quality Assurance function, and enhancing the functionality and performance of IQVIA Quality Management system • Continued to execute on R&DS early phase oncology “see more” strategy winning $1.3 billion in new business, exceeding target of $1.2 billion • Launched novel outsourced staff solution for a top 10 large pharma client, on track to exceed revenue target for this strategic project | | Kevin C. Knightly | The LDC Committee made a positive adjustment to Mr. Knightly’s Annual Plan payout, representing 4.0% of the final award. This adjustment was made in consideration of the following contributions and accomplishments of Mr. Knightly: • Led engagement with several key strategic partnership opportunities that we expect will provide long-term value to the Company • Drove increase in the number of data suppliers that are part of our Data Marketplace partnerships by over 20% • Exceeded data production efficiency targets by 2X • Conducted enterprise wide analysis of our analytics related processing models and total associated costs, developing an IT roadmap that will provide cost effective and efficient processing infrastructure supporting the development of complex analytics products, including but not limited to, Large Language Model AI • Designed a framework to improve governance around analytics model development as well as optimize and evolve infrastructure | | Eric M. Sherbet | The LDC Committee made a positive adjustment to Mr. Sherbet’s Annual Plan payout, representing 5.0% of the final award. This adjustment was made in consideration of the following contributions and accomplishments of Mr. Sherbet: • Continued to manage the complex and rapidly evolving legal situation related to the Russia and Ukraine conflict. This remained foundational in enabling IQVIA to continue to provide critical medicines for clinical trial patients as well as support for IQVIA’s employees • Successfully recruited a new head of Legal for the EMEA region, the second largest regional business unit • Managed budget exceptionally given increasingly complex environments in which the Company operates |

  241. Individual performance measures

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  242. Named Executive Officer short-term incentive award determinations

    Named Executive Officer short-term incentive award determinations The table below summarizes the final Annual Plan payouts to our named executive officers for 2023. The LDC Committee did not make any adjustments to the Formula-Based Performance Payout Factor or the underlying corporate or individual performance measures.

  243. Named Executive Officer short-term incentive award determinations

    | Named Executive Officer | Prorated Base Salaryx | Target Incentivex | Formula-Based Performance Payout Factor | = | Calculated Payout | (+/-) | Individual Performance Adjustment | = | Final Payout | | Ari Bousbib | $1,800,000 | 200% | 118% | | $4,230,000 | | $549,661 | | $4,779,661 | | Ronald E. Bruehlman | $905,000 | 100% | 117% | | $1,055,775 | | $104,417 | | $1,160,193 | | W. Richard Staub, III(1) | $391,667 | 100% | 126% | | $379,890 | | $75,996 | | $455,887 | | Kevin C. Knightly | $578,000 | 85% | 121% | | $593,786 | | $24,741 | | $618,528 | | Eric M. Sherbet(2) | $612,700 | 85% | 133% | | $655,241 | | $34,486 | | $689,727 |

  244. Named Executive Officer short-term incentive award determinations

    | (1) Base salary and Target Incentive prorated for September 25, 2023, appointment to President, Research & Development Solutions. | | (2) Base salary and Target Incentive prorated as of July 2023. |

  245. 2023 Long-Term Incentive Awards

    2023 Long-Term Incentive Awards The LDC Committee met on February 13, 2023, to determine 2023 long-term incentive awards. When making the awards, the LDC Committee first determined the total grant date value of the award for each named executive officer and then delivered that value in two components: three-year performance shares (75%) and SARs (25%), assuming target-level achievement of applicable performance goals for performance shares, as set forth in the table below. The terms of each type of long-term incentive award are set forth above, under “—Elements of Compensation—Long-Term Incentive Awards.”

  246. 2023 Long-Term Incentive Awards

    | Named Executive Officer | Performance Shares | SARs | | Ari Bousbib | $16,405,071 | $4,752,781 | | Ronald E. Bruehlman | $4,686,997 | $1,562,716 | | W. Richard Staub, III(1) | $781,050 | $260,432 | | Kevin C. Knightly | $1,562,332 | $520,859 | | Eric M. Sherbet | $1,952,974 | $651,104 | | Costa Panagos(2) | $3,384,860 | $781,361 |

  247. 2023 Long-Term Incentive Awards

    | (1) Mr. Staub was appointed to serve as President, Research & Development Solutions effective September 25, 2023. | | (2) Mr. Panagos forfeited these awards when he exited the Company on September 25, 2023. |

  248. 2023 Long-Term Incentive Awards

    In addition to his annual grant awarded on February 13, 2023, Mr. Panagos received a retention grant of performance shares to further incentivize his continued engagement and recognize his long-term commitment to our business, which grant was forfeited in connection with his exit from the Company on September 25, 2023. The 2023-2025 performance share awards provide for the grant of common stock at the end of the three-year performance period based on the achievement of Relative TSR and Adjusted Diluted EPS growth goals over that period, as follows:

  249. 2023 Long-Term Incentive Awards

    | Performance Metric | Weight | Threshold | Target | Maximum | | 3-Year Adjusted Diluted EPS Growth | 75% | 6.2% | 10.0% | 13.6% | | 3-Year TSR vs. S&P 500 (percentile) | 25% | 25 | 55 | 75 | | Percentage of Target Payout | | 50% | 100% | 200% |

  250. 2023 Long-Term Incentive Awards

    Consistent with our compensation philosophy, the LDC Committee sets challenging yet achievable three-year goals to appropriately incentivize performance. When setting the 10% target for Adjusted Diluted EPS Growth, the LDC Committee considered, among other things, the performance of both our peer group and the broader market. For the 2020 to 2022 three-year period, approximately half of the S&P 500 failed to exceed the 10% annual hurdle. Over the past several performance periods, not only has the Company realized double-digit Adjusted Diluted EPS growth, but the base year Adjusted Diluted EPS at the start of each grant cycle has been equal to prior year results, meaning the growth goals are based on Adjusted Diluted EPS that has grown by more than 10% in prior periods, thus making the target for every new cycle more challenging to achieve than the prior cycle—even when the annual growth target remains a constant 10%. We exceeded the maximum threshold growth rate for the three-year Adjusted Diluted EPS several times in the last few years, including during the performance periods ending 2021, 2022 and 2023. When this occurs, management has been capped at

  251. 2023 Long-Term Incentive Awards

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  252. 2023 Long-Term Incentive Awards

    200% of the target award based on the plan design and does not receive any additional shares for the excess achievement. Notwithstanding the fact that management has not been compensated in additional shares for this excess achievement over the maximum, the next three-year measurement period for Adjusted Diluted EPS starts at the higher, actual achievement, which makes management’s ability to achieve target or better in the next performance period even more challenging. While the LDCC has the discretion to adjust the base year Adjusted Diluted EPS to align with the maximum level of achievement rather than actual, it has chosen not to utilize such discretion, which makes it more challenging for management to achieve the subsequent target. Further, as we continue to achieve scale and grow our earnings at a rapid pace, the dollar amount of Adjusted Diluted EPS needed to achieve a 10% growth rate increases significantly over time. With an Adjusted Diluted EPS of $10.20 for 2023, continually achieving a 10% annual growth rate is even more challenging. Based on the factors described above, the LDC Committee concluded that constantly achieving a 10% annual growth rate over the long term represented a challenging but achievable goal that is an appropriate target for our long-term incentive awards.

  253. Chief Executive Officer long-term incentive award determination

    Chief Executive Officer long-term incentive award determination The LDC Committee considered all of the factors described above when determining our Chief Executive Officer’s annual long-term incentive award granted in February 2023. For further details, see “—Compensation of Our Chief Executive Officer” and “—Overview of Our Executive Compensation Program—Benchmarking.” In particular, the Board and the LDC Committee believe that our Chief Executive Officer’s performance in 2022 was critical to the Company’s strong results in the face of a significant increase in market volatility resulting from several macro-environmental factors outside of the Company’s control, including the strengthening of the U.S. dollar, the sustained increase in interest rates by regulators in various jurisdictions, the conflict in Ukraine, and reintroduction of widespread COVID-19 lockdowns in China, among other unexpected events. Despite these headwinds, our Chief Executive Officer was also able to achieve significant operational, strategic, leadership and sustainability achievements. The Board and LDC Committee also believe that our CEO’s leadership of the Company has been instrumental in positioning the Company as a global leader in our industry. As a result of our CEO’s leadership, our Company has received numerous external awards and accolades. Most recently, for the seventh year in a row, IQVIA was named one of the World’s Most Admired Companies in FORTUNE’s annual survey. 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. Accordingly, the Board and the LDC Committee believe his continued leadership is imperative for the Company to achieve its longer-term objectives and recognizes the importance of ensuring he is appropriately incentivized through a mix of equity awards that are expected to increase in value based on achievement of key long-term performance objectives. That belief informs the decisions of the Board and our LDC Committee regarding the Chief Executive Officer’s annual long-term incentive awards, including with respect to the awards granted in February 2023. New for 2023. In response to investor feedback and to further align the interests of our named executive officers with stockholders and continue to incentivize high performance as described above, 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. Further, in response to investor feedback, and after a review of market practice, the LDC Committee adopted a policy, beginning with 2023 performance awards, to cap the payout at target for the portion of performance share awards based on Relative TSR if our absolute TSR for the three-year performance period is negative. Finally, in response to investor feedback, the LDC Committee approved an increase in the Relative TSR target performance from the median to the 55th 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.

  254. Performance share determinations for 2023

    Performance share determinations for 2023 Performance share awards granted to our named executive officers on February 9, 2021, were based on IQVIA’s achievement of Adjusted Diluted EPS growth and Relative TSR goals during a three-year performance period, as described above in the section entitled “—Elements of Compensation—Long-Term Incentive Awards.” The three-year performance period for the 2021-2023 performance shares ended on December 31, 2023. The number of performance shares that could be earned ranged from 0% of the target award, if the threshold levels of performance were not achieved, to 200% of the target award, if the maximum levels were achieved or exceeded. For results between these marks, the number of shares would be determined by linear interpolation.

  255. Performance share determinations for 2023

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  256. Performance share determinations for 2023

    As described in our 2021 Proxy Statement, the LDC Committee approved an adjustment to add back the impact of the COVID-19 pandemic equal to $0.32 per share to the 2020 Adjusted Diluted EPS base year for the purpose of setting the baseline for the 2021-2023 performance shares. In doing so, the LDC Committee set a target that would be more difficult to achieve under the 2021-2023 performance share awards than if the unadjusted 2020 Adjusted Diluted EPS base year was used. The LDC Committee took this action in order to ensure that management did not benefit from this adjustment again in future years. The performance goals and results used to determine the final payout factor for the 2021-2023 performance shares were as follows:

  257. Performance share determinations for 2023

    | Performance Metric | Weight | Threshold | Target | Maximum | Actual | Performance | Payout Factor | | 3-Year Adjusted Diluted EPS Growth | 75% | 6.2% | 10.0% | 13.6% | 14.8% | 200% | 150% | | 3-Year TSR vs. S&P 500 (percentile) | 25% | 25% | 50% | 75% | 55% | 122% | 30% | | | | | | | | Final Payout: | 180% |

  258. Performance share determinations for 2023

    Additional information on the vested value of the performance share awards earned by our named executive officers is set forth in the table and related footnotes below under “Compensation of Named Executive Officers—2023 Option Exercises and Stock Vested.”

  259. Termination benefits

    Termination benefits We provide severance, change of control and retirement protections to our Chief Executive Officer pursuant to his employment agreement. Mr. Staub has severance protection in his employment arrangement. Messrs. Bruehlman, Knightly and Sherbet have severance protection through our Employee Protection Plan. These employment agreements and plans are summarized under “Compensation of Named Executive Officers—Potential Payments Upon Termination or Change in Control.” Our severance and change in control protections are designed to be fair and competitive and to aid in attracting and retaining experienced executives. We believe the protection we provide, including the level of severance payments and post-termination benefits and our limited change in control benefits, is appropriate and within the range of competitive practice. Mr. Panagos, who exited the Company on September 25, 2023, did not receive any severance benefits under the Employee Protection Plan. Our employment agreements, plans and other compensation arrangements do not provide for any excise tax gross-up payment to our named executive officers. Any taxes, including golden parachute excise taxes, resulting from severance or any other change in control-related compensation are the responsibility of the executive.

  260. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table presents summary information regarding the compensation awarded to, earned by, or paid to each of our named executive officers for services rendered to us in all capacities for the fiscal years ended December 31, 2023, 2022 and 2021, if the named executive officer was an executive officer in that fiscal year.

  261. 2023 Summary Compensation Table

    | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Ari Bousbib | | | | | | | | | | Chairman and Chief Executive Officer | | | | | | | | | | 2023 | 1,800,000 | — | 16,405,071 | 4,752,781 | 4,779,661 | 844,991 | 569,248 | 29,151,752 | | 2022 | 1,800,000 | — | 16,193,875 | 5,195,083 | 5,997,864 | 420,742 | 527,465 | 30,135,029 | | 2021 | 1,800,000 | — | 14,108,891 | 4,425,579 | 7,200,000 | 535,539 | 545,842 | 28,615,851 | | Ronald E. Bruehlman | | | | | | | | | | Executive Vice President, Chief Financial Officer | | | | | | | | | | 2023 | 905,000 | — | 4,686,997 | 1,562,716 | 1,160,193 | 176,475 | 72,667 | 8,564,048 | | 2022 | 895,400 | — | 4,626,672 | 1,484,298 | 1,402,009 | 132,354 | 79,321 | 8,620,054 | | 2021 | 872,900 | — | 3,919,001 | 1,229,325 | 1,742,849 | 95,462 | 54,629 | 7,914,166 | | W. Richard Staub, III | | | | | | | | | | President, Research & Development Solutions | | | | | | | | | | 2023 | 391,667 | — | 781,050 | 260,432 | 455,887 | — | 38,890 | 1,927,926 | | 2022 | 335,787 | — | 1,156,443 | 371,064 | 350,000 | — | 61,757 | 2,275,051 | | 2021 | 614,075 | — | 1,410,793 | 442,539 | 1,026,297 | — | 69,961 | 3,563,665 | | Kevin C. Knightly | | | | | | | | | | President, Corporate Strategy and Enterprise Networks | | | | | | | | | | 2023 | 578,000 | — | 1,562,332 | 520,859 | 618,528 | 189,345 | 46,485 | 3,515,549 | | 2022 | 572,250 | — | 1,541,973 | 494,772 | 700,683 | 52,070 | 47,253 | 3,409,001 | | 2021 | 558,250 | — | 1,175,576 | 368,783 | 849,315 | 91,344 | 44,716 | 3,087,984 | | Eric M. Sherbet | | | | | | | | | | Executive Vice President, General Counsel and Secretary | | | | | | | | | | 2023 | 612,700 | — | 1,952,974 | 651,104 | 689,727 | — | 66,643 | 3,973,148 | | 2022 | 562,075 | — | 1,734,576 | 556,586 | 701,930 | — | 61,087 | 3,616,254 | | 2021 | 532,875 | — | 1,254,104 | 393,368 | 776,511 | — | 60,306 | 3,017,164 | | Costa Panagos | | | | | | | | | | Former President, Research & Development Solutions | | | | | | | | | | 2023 | 454,667 | — | 3,384,860 | 781,361 | — | — | 13,677 | 4,634,565 | | 2022 | 581,875 | — | 2,521,655 | 494,772 | 736,039 | — | 48,413 | 4,382,754 |

  262. 2023 Summary Compensation Table

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 95 |

  263. 2023 Summary Compensation Table

    | (1) Mr. Staub was appointed to President, Research & Development Solutions effective September 25, 2023. Salary information for Mr. Staub in 2023 includes amounts for his prior role with IQVIA. Mr. Panagos was appointed to President, Research & Development Solutions effective April 1, 2022. Salary information for Mr. Panagos in 2023 reflected amounts paid through his exit effective September 25, 2023, and in 2022 includes amounts for his prior role with IQVIA. | | (2) Amounts reflect the aggregate grant date fair value of time-based restricted stock unit awards and/or performance shares (as applicable) granted in the relevant fiscal year computed in accordance with Accounting Standards Codification Topic 718, “Compensation—Stock Compensation,” or ASC 718, excluding the impact of estimated forfeitures. Assumptions used in the calculation of these amounts in 2023 are included in Note 17 to our consolidated audited financial statements for the fiscal year ended December 31, 2023, included in Part II of our Annual Report on Form 10-K. For performance shares granted to our named executive officers in 2023, the amount reported in the table above is based on the probable outcome of the performance conditions associated with the awards as of the grant date. The grant date fair value of the performance shares, made in the form of restricted stock units, granted to each of our named executive officers in 2023, assuming the highest level of achievement of the performance conditions, was $32,810,141 for Mr. Bousbib, $9,373,994 for Mr. Bruehlman, $1,562,100 for Mr. Staub, $3,124,665 for Mr. Knightly, and $3,905,947 for Mr. Sherbet. Mr. Panagos forfeited his performance shares upon his exit from the Company on September 25, 2023. | | (3) Amounts reflect the aggregate grant date fair value for each SAR award granted in the relevant fiscal year as computed in accordance with ASC 718, excluding the impact of estimated forfeitures. Assumptions used in the calculation of these amounts in 2023 are included in Note 17 to our consolidated audited financial statements for the fiscal year ended December 31, 2023, included in Part II of our Annual Report on Form 10-K. Mr. Panagos forfeited his SARs upon his exit from the Company on September 25, 2023. | | (4) Amounts for 2023 reflect amounts to be paid in March 2024 under the Annual Plan, as applicable to the named executive officer, as approved by the LDC Committee in February 2024. See “Compensation Discussion and Analysis—2023 Compensation Determinations—2023 Short-Term Incentive Awards.” Mr. Panagos was not eligible to receive a payment under the Annual Plan with respect to 2023. | | (5) 2023 values represent (i) the aggregate change in the present value of each named executive officer’s accumulated benefit under the IMS Health Retirement Plan and Retirement Excess Plan from December 31, 2022, to December 31, 2023, and (ii) interest earned from December 31, 2022, to December 31, 2023, on deferred compensation that is considered “above-market interest” under SEC rules. The change in pension value is broken down below to show the effect of an additional year of service by the named executive officer on the present values versus changes in present value attributable to actuarial assumptions. Each of these components is shown in the following table: |

  264. 2023 Summary Compensation Table

    | | Change in Present Value of Pension Benefit | | | | Name | Due to additional accruals ($) | Due to change in actuarial assumptions ($) | Total ($) | | Ari Bousbib | 756,703 | 88,288 | 844,991 | | Ronald E. Bruehlman | 163,082 | 13,393 | 176,475 | | Kevin C. Knightly | 152,328 | 37,017 | 189,345 |

  265. 2023 Summary Compensation Table

    | (6) Amounts reported as “All Other Compensation” include the following items: (i) life insurance premiums of $7,524 each for Messrs. Bousbib and Knightly, $0 for Mr. Bruehlman, $4,435 for Mr. Staub, $4,902 for Mr. Sherbet and $1,967 for Mr. Panagos; (ii) matching contributions to the IQVIA 401(k) plan on behalf of our named executive officers of $9,900 each for Messrs. Bousbib and Bruehlman, $14,850 for Messrs. Staub and Sherbet, $8,842 for Mr. Knightly, and $11,711 for Mr. Panagos; (iii) certain make-whole plan contributions to the IQVIA Savings Equalization Plan on behalf of our named executive officers equal to the amounts that would have been contributed by us on behalf of each of the named executive officers to the applicable tax-qualified 401(k) plan under the plan’s matching contribution formula if not for certain limits applicable to tax-qualified plans under the Internal Revenue Code of $237,095 for Mr. Bousbib, $62,767 for Mr. Bruehlman, $19,605 for Mr. Staub, $30,119 for Mr. Knightly, $46,891 for Mr. Sherbet; and (iv) other perquisites for Mr. Bousbib, including (x) reimbursement of estate planning services of up to $50,000, (y) automobile lease payments and operating expenses related thereto of $35,819 and (z) personal usage of the Company’s aircraft of $228,910. For safety, security and productivity reasons, we strongly encourage Mr. Bousbib to use the Company’s aircraft for personal travel. Subject to the business needs of the Company, Mr. Bousbib is permitted to use the corporate aircraft for personal use up to 150 hours per year. The amount of incremental cost for personal aircraft usage is determined by calculating the hourly variable costs (i.e., fuel, aircraft maintenance, landing and parking fees, crew costs and other miscellaneous costs) for the aircraft, and then multiplying the result by the hours flown for personal use during the year. |

  266. 2023 Summary Compensation Table

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  267. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table sets forth information regarding plan-based awards made to each of our named executive officers during 2023.

  268. 2023 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options ($)(5) | Exercise or Base Price of Option Awards ($)(6) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | Name | Grant Date | Threshold ($)(2) | Target ($) | Maximum ($)(3) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Ari Bousbib | | | | | | | | | | | | | | — | — | 3,600,000 | 7,200,000 | — | — | — | — | — | — | — | | | 2/13/23 | — | — | — | 35,339 | 70,678 | 141,356 | — | — | — | 16,405,071 | | | 2/13/23 | — | — | — | — | — | — | — | 72,102 | 232.11 | 4,752,781 | | Ronald E. Bruehlman | | | | | | | | | | | | | | — | — | 905,000 | 1,810,000 | — | — | — | — | — | — | — | | | 2/13/23 | — | — | — | 10,096 | 20,193 | 40,386 | — | — | — | 4,686,997 | | | 2/13/23 | — | — | — | — | — | — | — | 20,600 | 232.11 | 1,562,716 | | W. Richard Staub, III | | | | | | | | | | | | | | — | — | 302,575 | 605,150 | — | — | — | — | — | — | — | | | 2/13/23 | — | — | — | 1,682 | 3,365 | 6,730 | — | — | — | 781,050 | | | 2/13/23 | — | — | — | — | — | — | — | 3,433 | 232.11 | 260,432 | | Kevin C. Knightly | | | | | | | | | | | | | | — | — | 491,300 | 982,600 | — | — | — | — | — | — | — | | | 2/13/23 | — | — | — | 3,365 | 6,731 | 13,462 | — | — | — | 1,562,332 | | | 2/13/23 | — | — | — | — | — | — | — | 6,866 | 232.11 | 520,859 | | Eric M. Sherbet | | | | | | | | | | | | | | — | — | 492,069 | 984,138 | — | — | — | — | — | — | — | | | 2/13/23 | — | — | — | 4,207 | 8,414 | 16,828 | — | — | — | 1,952,974 | | | 2/13/23 | — | — | — | — | — | — | — | 8,583 | 232.11 | 651,104 | | Costa Panagos | | | | | | | | | | | | | | — | — | — | — | — | — | — | — | — | — | — | | | 2/13/23 | — | — | — | 7,291 | 14,583 | 29,166 | — | — | — | 3,384,860 | | | 2/13/23 | — | — | — | — | — | — | — | 10,300 | 232.11 | 781,361 |

  269. 2023 Grants of Plan-Based Awards

    | (1) Represents annual cash incentive award opportunities granted under the Annual Plan. As described in “Compensation Discussion and Analysis—2023 Compensation Determinations—Short-Term Incentive Awards” above, each named executive officer, other than Mr. Panagos, was eligible to receive a target annual incentive equal to a percentage of his annual base salary. The actual amount paid to our named executive officers under the Annual Plan for 2023 is included in the Summary Compensation Table above, in the column labeled “Non-Equity Incentive Plan Compensation.” | | (2) Under the Annual Plan, amounts shown in the “threshold” column assume our LDC Committee exercises its discretion to authorize the lowest possible award (or $0) for each named executive officer. See “Compensation Discussion and Analysis—2023 Compensation Determinations—2023 Short-Term Incentive Awards.” | | (3) Under the Annual Plan, amounts shown in the “Maximum” column represent 200% of the named executive officers’ target award amount. See “Compensation Discussion and Analysis—2023 Compensation Determinations—2023 Short-Term Incentive Awards.” | | (4) Represents performance shares granted in 2023. See “Compensation Discussion and Analysis—2023 Compensation Determinations—2023 Long-Term Incentive Awards.” Mr. Panagos forfeited his performance shares upon his exit from the Company on September 25, 2023. | | (5) Consists of the number of time-based SARs granted in 2023, which vest over three years in three equal installments beginning on the first anniversary of the grant date. See “Compensation Discussion and Analysis—2023 Compensation Determinations—2023 Long-Term Incentive Awards.” Mr. Panagos forfeited his SARs upon his exit from the Company on September 25, 2023. | | (6) The exercise price is equal to the closing price per share of our common stock on the grant date, as reported on the NYSE. | | (7) Reflects the grant date fair value of equity awards granted in 2023 determined in accordance with FASB ASC Topic 718. See footnotes (2) and (3) to the “2023 Summary Compensation Table.” |

  270. 2023 Grants of Plan-Based Awards

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  271. Narrative Disclosure to Summary Compensation Table and 2023 Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and 2023 Grants of Plan-Based Awards Table We have entered into agreements with Messrs. Bousbib, Bruehlman, Staub and Sherbet governing the terms of their employment. The material terms of each agreement are described below. Each of the agreements provides for certain payments and benefits to which the named executive officer may be entitled in connection with a termination of employment or upon a change in control, which are described below under “—Potential Payments Upon Termination or Change in Control.”

  272. Outstanding Equity Awards at Fiscal Year-End for 2023

    Outstanding Equity Awards at Fiscal Year-End for 2023 The following table sets forth information regarding long-term incentive awards held by our named executive officers as of December 31, 2023.

  273. Outstanding Equity Awards at Fiscal Year-End for 2023

    | | | Option/SAR Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options/ SARs (exercisable) (#) | Number of Securities Underlying Unexercised Options/SARs (unexercisable) (#) | Equity Incentive Awards: Number of Securities Underlying Unexercised Unearned Options/ SARs (#) | Option/ SARs Exercise Price ($) | Option/ SARs Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units or Other Rights That Have Not Vested ($)(1)(2) | | Ari Bousbib | 2/10/2015 | 82,847 | — | — | 65.16 | 2/10/2025 | — | — | — | — | | | 2/2/2016 | 127,592 | — | — | 59.90 | 2/2/2026 | — | — | — | — | | | 2/2/2017 | 156,206 | — | — | 78.21 | 2/2/2027 | — | — | — | — | | | 2/8/2018 | 160,457 | — | — | 95.23 | 2/8/2028 | — | — | — | — | | | 2/13/2019 | 184,364 | — | — | 131.82 | 2/13/2029 | — | — | — | — | | | 2/11/2020 | 224,040 | — | — | 161.70 | 2/11/2030 | — | — | — | — | | | 2/9/2021 | 64,082 | 32,042 | — | 183.82 | 2/9/2031 | — | — | — | — | | | 2/10/2022 | 25,490 | 50,982 | — | 250.43 | 2/10/2032 | — | — | — | — | | | 2/13/2023 | — | 72,102 | — | 232.11 | 2/13/2033 | — | — | — | — | | | 2/9/2021 | — | — | — | — | — | 8,025 | 1,856,825 | — | — | | | 2/10/2022 | — | — | — | — | — | 13,695 | 3,168,749 | 41,084 | 9,506,016 | | | 2/13/2023 | — | — | — | — | — | — | — | 70,678 | 16,353,476 | | Ronald E. Bruehlman | 2/9/2021 | 17,800 | 8,901 | — | 183.82 | 2/9/2031 | — | — | — | — | | | 2/10/2022 | 7,283 | 14,566 | — | 250.43 | 2/10/2032 | — | — | — | — | | | 2/13/2023 | — | 20,600 | — | 232.11 | 2/13/2033 | — | — | — | — | | | 2/9/2021 | — | — | — | — | — | 2,229 | 515,746 | — | — | | | 2/10/2022 | — | — | — | — | — | 3,913 | 905,390 | 11,738 | 2,715,938 | | | 2/13/2023 | — | — | — | — | — | — | — | 20,193 | 4,672,256 | | W. Richard Staub, III | 2/9/2021 | — | 3,204 | — | 183.82 | 2/9/2031 | — | — | — | — | | | 2/10/2022 | 1,820 | 3,642 | — | 250.43 | 2/10/2032 | — | — | — | — | | | 2/13/2023 | — | 3,433 | — | 232.11 | 2/13/2033 | — | — | — | — | | | 2/9/2021 | — | — | — | — | — | 803 | 185,798 | — | — | | | 2/10/2022 | — | — | — | — | — | 978 | 226,290 | 2,934 | 678,869 | | | 2/13/2023 | — | — | — | — | — | — | — | 3,365 | 778,594 | | Kevin C. Knightly | 2/2/2017 | 18,224 | — | — | 78.21 | 2/2/2027 | — | — | — | — | | | 2/8/2018 | 21,394 | — | — | 95.23 | 2/8/2028 | — | — | — | — | | | 2/13/2019 | 18,436 | — | — | 131.82 | 2/13/2029 | — | — | — | — | | | 2/11/2020 | 14,936 | — | — | 161.70 | 2/11/2030 | — | — | — | — | | | 2/9/2021 | 5,340 | 2,670 | — | 183.82 | 2/9/2031 | — | — | — | — | | | 2/10/2022 | 2,427 | 4,856 | — | 250.43 | 2/10/2032 | — | — | — | — | | | 2/13/2023 | — | 6,866 | — | 232.11 | 2/13/2023 | — | — | — | — | | | 2/9/2021 | — | — | — | — | — | 669 | 154,793 | — | — | | | 2/10/2022 | — | — | — | — | — | 1,304 | 301,720 | 3,912 | 905,159 | | | 2/13/2023 | — | — | — | — | — | — | — | 6,731 | 1,557,419 |

  274. Outstanding Equity Awards at Fiscal Year-End for 2023

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  275. Outstanding Equity Awards at Fiscal Year-End for 2023

    | | | Option/SAR Awards | | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options/ SARs (exercisable) (#) | Number of Securities Underlying Unexercised Options/SARs (unexercisable) (#) | Equity Incentive Awards: Number of Securities Underlying Unexercised Unearned Options/ SARs (#) | Option/ SARs Exercise Price ($) | Option/ SARs Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units or Other Rights That Have Not Vested ($)(1)(2) | | Eric M. Sherbet | 3/1/2018 | 11,870 | — | — | 97.20 | 3/1/2028 | — | — | — | — | | | 2/13/2019 | 18,436 | — | — | 131.82 | 2/13/2029 | — | — | — | — | | | 2/11/2020 | 22,404 | — | — | 161.70 | 2/11/2030 | — | — | — | — | | | 2/9/2021 | 5,696 | 2,848 | — | 183.82 | 2/9/2031 | — | — | — | — | | | 2/10/2022 | 2,731 | 5,462 | — | 250.43 | 2/10/2032 | — | — | — | — | | | 2/13/2023 | — | 8,583 | — | 232.11 | 2/13/2033 | — | — | — | — | | | 2/9/2021 | — | — | — | — | — | 714 | 165,205 | — | — | | | 2/10/2022 | — | — | — | — | — | 1,467 | 339,434 | 4,401 | 1,018,303 | | | 2/13/2023 | — | — | — | — | — | — | — | 8,414 | 1,946,831 |

  276. Outstanding Equity Awards at Fiscal Year-End for 2023

    | (1) The values shown equal the number of shares or units multiplied by $231.38, the closing price of a share of our common stock on December 29, 2023, as reported on the NYSE. | | (2) The number of shares and the payout value reported reflect payout assuming target performance is achieved. | | (3) The following table shows the vesting dates of the outstanding and unvested awards held by our named executive officers as of December 31, 2023. Vesting is generally subject to the named executive officer’s continued service with us through the applicable vesting date. All unvested equity awards held by our Chief Executive Officer are subject to acceleration and/or continued vesting in certain cases (discussed below in the section entitled “— Potential Payments Upon Termination or Change in Control”). |

  277. Outstanding Equity Awards at Fiscal Year-End for 2023

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  278. Outstanding Equity Awards at Fiscal Year-End for 2023

    | Name | Grant Date | Number of Securities Underlying Unexercised Options/ SARs (unexercisable) (#) | Vesting Date Schedule | Number of Shares or Units of Stock That Have Not Vested (#) | Vesting Date Schedule | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Vesting Date Schedule | | Ari Bousbib | 2/9/2021 | 32,042 | 2/9/2024 | — | — | — | — | | | 2/10/2022 | 25,491 | 2/10/2024 | — | — | — | — | | | 2/10/2022 | 25,491 | 2/10/2025 | — | — | — | — | | | 2/13/2023 | 24,034 | 2/13/2024 | — | — | — | — | | | 2/13/2023 | 24,034 | 2/13/2025 | — | — | — | — | | | 2/13/2023 | 24,034 | 2/13/2026 | — | — | — | — | | | 2/9/2021 | — | — | 8,025 | 2/9/2024 | — | — | | | 2/10/2022 | — | — | 6,847 | 2/10/2024 | — | — | | | 2/10/2022 | — | — | 6,848 | 2/10/2025 | — | — | | | 2/10/2022 | — | — | — | — | 41,084 | 12/31/2024 | | | 2/13/2023 | — | — | — | — | 70,678 | 12/31/2025 | | Ronald E. Bruehlman | 2/9/2021 | 8,901 | 2/9/2024 | — | — | — | — | | | 2/10/2022 | 7,283 | 2/10/2024 | — | — | — | — | | | 2/10/2022 | 7,283 | 2/10/2025 | — | — | — | — | | | 2/13/2023 | 6,866 | 2/13/2024 | — | — | — | — | | | 2/13/2023 | 6,867 | 2/13/2025 | — | — | — | — | | | 2/13/2023 | 6,867 | 2/13/2026 | — | — | — | — | | | 2/9/2021 | — | — | 2,229 | 2/9/2024 | — | — | | | 2/10/2022 | — | — | 1,956 | 2/10/2024 | — | — | | | 2/10/2022 | — | — | 1,957 | 2/10/2025 | — | — | | | 2/10/2022 | — | — | — | — | 11,738 | 12/31/2024 | | | 2/13/2023 | — | — | — | — | 20,193 | 12/31/2025 | | W. Richard Staub, III | 2/9/2021 | 3,204 | 2/9/2024 | — | — | — | — | | | 2/10/2022 | 1,821 | 2/10/2024 | — | — | — | — | | | 2/10/2022 | 1,821 | 2/10/2025 | — | — | — | — | | | 2/13/2023 | 1,144 | 2/13/2024 | — | — | — | — | | | 2/13/2023 | 1,144 | 2/13/2025 | — | — | — | — | | | 2/13/2023 | 1,145 | 2/13/2026 | — | — | — | — | | | 2/9/2021 | — | — | 803 | 2/9/2024 | — | — | | | 2/10/2022 | — | — | 489 | 2/10/2024 | — | — | | | 2/10/2022 | — | — | 489 | 2/10/2025 | — | — | | | 2/10/2022 | — | — | — | — | 2,934 | 12/31/2024 | | | 2/13/2023 | — | — | — | — | 3,365 | 12/31/2025 |

  279. Outstanding Equity Awards at Fiscal Year-End for 2023

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  280. Outstanding Equity Awards at Fiscal Year-End for 2023

    | Name | Grant Date | Number of Securities Underlying Unexercised Options/SARs (unexercisable) (#) | Vesting Date Schedule | Number of Shares or Units of Stock That Have Not Vested (#) | Vesting Date Schedule | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Vesting Date Schedule | | Kevin C. Knightly | 2/9/2021 | 2,670 | 2/9/2024 | — | — | — | — | | | 2/10/2022 | 2,428 | 2/10/2024 | — | — | — | — | | | 2/10/2022 | 2,428 | 2/10/2025 | — | — | — | — | | | 2/13/2023 | 2,288 | 2/13/2024 | — | — | — | — | | | 2/13/2023 | 2,289 | 2/13/2025 | — | — | — | — | | | 2/13/2023 | 2,289 | 2/13/2026 | — | — | — | — | | | 2/9/2021 | — | — | 669 | 2/9/2024 | — | — | | | 2/10/2022 | — | — | 652 | 2/10/2024 | — | — | | | 2/10/2022 | — | — | 652 | 2/10/2025 | — | — | | | 2/10/2022 | — | — | — | — | 3,912 | 12/31/2024 | | | 2/13/2023 | — | — | — | — | 6,731 | 12/31/2025 | | Eric M. Sherbet | 2/9/2021 | 2,848 | 2/9/2024 | — | — | — | — | | | 2/10/2022 | 2,731 | 2/10/2024 | — | — | — | — | | | 2/10/2022 | 2,731 | 2/10/2025 | — | — | — | — | | | 2/13/2023 | 2,861 | 2/13/2024 | — | — | — | — | | | 2/13/2023 | 2,861 | 2/13/2025 | — | — | — | — | | | 2/13/2023 | 2,861 | 2/13/2026 | — | — | — | — | | | 2/9/2021 | — | — | 714 | 2/9/2024 | — | — | | | 2/10/2022 | — | — | 733 | 2/10/2024 | — | — | | | 2/10/2022 | — | — | 734 | 2/10/2025 | — | — | | | 2/10/2022 | — | — | — | — | 4,401 | 12/31/2024 | | | 2/13/2023 | | | | | 8,414 | 12/31/2025 |

  281. Outstanding Equity Awards at Fiscal Year-End for 2023

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  282. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The following table sets forth information regarding stock options and/or SARs exercised and the vesting of restricted stock units and/or performance shares by our named executive officers during 2023.

  283. 2023 Option Exercises and Stock Vested

    | | Option/SAR Awards | | Stock Awards(2) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($) | | Ari Bousbib | — | — | 101,784 | 28,101,177 | | Ronald E. Bruehlman | — | — | 33,910 | 7,742,744 | | W. Richard Staub, III | 48,235 | 3,588,807 | 9,981 | 2,304,370 | | Kevin C. Knightly | 18,491 | 2,810,142 | 8,562 | 1,974,792 | | Eric M. Sherbet | — | — | 9,171 | 2,114,963 | | Costa Panagos | 26,186 | 1,547,789 | 9,685 | 2,202,331 |

  284. 2023 Option Exercises and Stock Vested

    | (1) Calculated by multiplying the number of shares of our common stock acquired upon exercise by the difference between the exercise price and the market price of our common stock on the exercise date. | | (2) Amounts shown in these columns reflect restricted stock units and/or performance share awards that vested during 2023. The performance share awards for the 2021-2023 performance period vested on December 31, 2023, and were earned by each named executive officer based on the LDC Committee’s certification on February 6, 2024. See “Compensation Discussion and Analysis—2023 Compensation Determinations—2023 Long-Term Incentive Awards—Performance share determinations for 2023.” The value realized upon the vesting of restricted stock units and/or performance shares was calculated, as required by SEC rules, using the closing price of our common stock as quoted on the NYSE on the date such restricted stock units and/or performance shares became vested. | | (3) After withholding shares sufficient to cover applicable taxes and fees due upon the vesting of restricted stock units and/or performance shares, the named executive officers retained a total of 93,070 net shares in aggregate with individual shares retained as follows: |

  285. 2023 Option Exercises and Stock Vested

    | Name | Total Net Shares Retained | | Ari Bousbib | 50,514 | | Ronald E. Bruehlman | 19,477 | | W. Richard Staub, III | 6,261 | | Kevin C. Knightly | 5,260 | | Eric M. Sherbet | 6,156 | | Costa Panagos | 5,402 |

  286. 2023 Option Exercises and Stock Vested

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  287. 2023 Pension Benefits

    2023 Pension Benefits The following table sets forth information regarding the present value of the accumulated benefits of our named executive officers under our pension plans assumed from IMS Health in the Merger as of December 31, 2023. Only Messrs. Bousbib, Bruehlman and Knightly, as legacy IMS Health employees, are eligible to participate in such plans. No amounts were paid to any of our named executive officers under our pension plans during our 2023 fiscal year.

  288. 2023 Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year | Present Value of Lump Sum Payable if Terminated on 12/31/23 ($)(3) | | Ari Bousbib | IMS Health Retirement Plan | 12.33 | 238,263 | — | — | | | IMS Health Retirement Excess Plan | 12.33 | 5,348,006 | — | 5,547,756 | | Ronald E. Bruehlman | IMS Health Retirement Plan | 8.50 | 176,772 | — | — | | | IMS Health Retirement Excess Plan | 8.50 | 542,427 | — | 557,827 | | W. Richard Staub, III | — | — | — | — | — | | Kevin C. Knightly | IMS Health Retirement Plan | 40.42 | 682,167 | — | — | | | IMS Health Retirement Excess Plan | 40.42 | 967,348 | — | 1,001,004 | | Eric M. Sherbet | — | — | — | — | — | | Costa Panagos | — | — | — | — | — |

  289. 2023 Pension Benefits

    | (1) Years are credited based on service from the date the individual became a participant in each plan. | | (2) These amounts represent the actuarial present value, as of December 31, 2023, of the total retirement benefit that would be payable to the applicable named executive officers in accordance with the terms of the Retirement Plan and Retirement Excess Plan, as applicable, assuming no future service or compensation increases, and no pre-retirement mortality or termination (i.e., each named executive officer is assumed to retire at age 65 and to receive the benefit of annual interest credits at 4.07% under the Retirement Plan and 4.07% under the Retirement Excess Plan on his account balance until such point). The key actuarial assumptions and methodologies used to calculate the present value of accumulated benefits under both the Retirement Plan and Retirement Excess Plan were (i) a discount rate of 5.32% and 5.10%, respectively, and (ii) the White Collar PRI2012 mortality table with scale MP-2021. | | (3) Under the Retirement Excess Plan, if any of Messrs. Bousbib, Bruehlman or Knightly had experienced a separation from service from us for any reason on December 31, 2023, that executive would have been entitled to receive a single lump sum payment of his accumulated benefit under the Retirement Excess Plan on December 31, 2023. The present value determined as of, and the lump sum payable as of December 31, 2023, is shown above. The following key actuarial assumptions and methodologies were used to calculate the present value on December 31, 2023: the Retirement Excess Plan account balance as of December 31, 2023 was converted into an annuity payable on December 31, 2023, using a 4.69% interest rate and the GAM 83 Unisex Mortality Table. The resulting annuity was converted to a lump sum payable on December 31, 2023, using an interest rate of 3.870% and the GAM 83 Mortality Table. |

  290. 2023 Pension Benefits

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  291. 2023 Non-Qualified Deferred Compensation

    2023 Non-Qualified Deferred Compensation The following table sets forth information regarding the non-qualified deferred compensation of each of our named executive officers for our 2023 fiscal year under the IMS Health Defined Contribution Executive Retirement Plan (IMS Health DCERP) or the IQVIA Elective Deferred Compensation Plan, as applicable.

  292. 2023 Non-Qualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year(1) ($) | Aggregate Earnings in Last Fiscal Year(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at End of Fiscal Year 2023(3) ($) | | Ari Bousbib | — | 5,179,539 | — | 19,816,419 | | Ronald E. Bruehlman | — | — | — | — | | W. Richard Staub, III | — | — | — | — | | Kevin C. Knightly | — | 551,751 | — | 5,544,977 | | Eric M. Sherbet | — | — | — | — | | Costa Panagos | 95,480 | 70,504 | 33,280 | 784,950 |

  293. 2023 Non-Qualified Deferred Compensation

    | (1) Contributions for Mr. Panagos represent his 2023 earnings, which was deferred in 2023. The contribution amount in this table was reflected in the “2023 Summary Compensation Table” under Salary. | | (2) Earnings for Mr. Bousbib and Mr. Panagos include dividends as well as earnings on the notional investments held. Earnings for Mr. Knightly represent (i) interest credited to his Designated Account (as defined below), and (ii) the increase/decrease in fiscal year 2023 in the fair market value of shares of our common stock notionally held in his Designated Account (as described below). | | (3) The aggregate balance at the end of the year consists of the value of Messrs. Bousbib’s, Knightly’s and Panagos’s respective accounts, as of December 31, 2023. The Stock Account (as defined below) used in the DCERP has been valued using the closing price of our common stock on December 29, 2023 of $231.38, the last business day of fiscal year 2023. Earnings on deferred amounts in Mr. Knightly’s Designated Account, to the extent such earnings were deemed to be “above-market” under applicable SEC rules, have been reflected in the “2023 Summary Compensation Table” in the column labeled “Change in Pension Value and Non-Qualified Deferred Compensation Earnings.” |

  294. 2023 Non-Qualified Deferred Compensation

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  295. 2023 Non-Qualified Deferred Compensation

    The following table describes our non-qualified deferred compensation plans.

  296. 2023 Non-Qualified Deferred Compensation

    | Plan | Description | Eligibility and Vesting | Benefits Formula | Time and form of Payment | | IMS Health Defined Contribution Executive Retirement Plan (IMS Health DCERP) | Non-qualified, unfunded defined contribution plan | Plan was frozen to new participants and accruals as of June 30, 2012 Previously accrued benefits continue to be eligible to be credited with an interest credit and notional investment returns Mr. Knightly is fully vested in his account | Participants were able to elect to have their account notionally credited with investment credits (the portion that is so credited is referred to as a “Designated Account”) or, with respect to a designated portion of their account, notionally invested in shares of IMS Health common stock, which then became notionally invested in shares of IQVIA common stock in connection with the Merger (the portion that is so notionally invested is referred to as a “Stock Account”) Annual investment credits to a Designated Account are calculated based on the average annual corporate bond yields from the AA to AAA Rated/10+ Years Component of the Merrill Lynch U.S. Corporate Master Index | A participant’s account is paid as a lump sum on or shortly after the date the participant terminates employment with us (subject to a six-month delay, in certain cases, under tax rules applicable to non-qualified deferred compensation) | | Plan | Description | Eligibility and Vesting | Benefits Formula | Time and form of Payment | | IQVIA Elective Deferred Compensation Plan | Non-qualified, deferred compensation plan | Certain IQVIA employees within the U.S., including our named executive officers, are eligible to participate | Participants may defer up to 80% of their base salaries as of the first day of the calendar year or partial year and up to 100% of any cash bonus earned under the Annual Plan and payable to the participant with respect to that year Contributions consist solely of participants’ elective deferral contributions with no matching or other employer contributions | Participants may elect to receive date-based, in-service distributions as long as they are active participants in the plan in either a lump sum or in annual installments for up to 15 years Upon separation from service, participants will receive their distribution either as a lump sum or in annual installments for up to 15 years (subject to a six-month delay, in certain cases, under tax rules applicable to non-qualified deferred compensation) |

  297. 2023 Non-Qualified Deferred Compensation

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 107 |

  298. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Each of our named executive officers is entitled to receive certain benefits upon a qualifying termination of employment and upon certain change in control transactions. Below we describe payments and benefits that are payable upon certain types of termination of employment or a change in control, or that are enhanced based on the circumstances of a termination or change in control. We do not maintain employment or other stand-alone agreements providing for termination benefits with any of our named executive officers, other than an employment agreement with our Chief Executive Officer, Mr. Bousbib, and a letter agreement with Mr. Staub. Our other named executive officers participate in the IQVIA Employee Protection Plan.

  299. Summary of Potential Payments

    Summary of Potential Payments The following table estimates the dollar value of the additional payments and benefits our named executive officers would have been entitled to receive under applicable plans and/or arrangements described above, assuming the applicable triggering event occurred on December 31, 2023.

  300. Summary of Potential Payments

    | Name | Type of Payment or Benefit | Involuntary Termination ($) | Retirement ($) | Termination Due to Death/ Disability ($) | Change in Control without Termination ($) | Involuntary Termination Following a Change in Control ($) | | Ari Bousbib | Severance Pay(1) | 10,800,000 | — | — | — | 10,800,000 | | | Time-based equity awards(2) | 6,549,491 | 6,549,491 | 6,549,491 | — | 6,549,491 | | | Performance-based equity awards(3) | 25,859,492 | 25,859,492 | 25,859,492 | — | 25,859,492 | | | Total | 43,208,983 | 32,408,983 | 32,408,983 | — | 43,208,983 | | Ronald E. Bruehlman | Severance Pay(5) | 452,500 | — | — | — | 452,500 | | | Health & Welfare Benefits(4) | 6,554 | — | — | — | 6,554 | | | Outplacement(6) | 3,109 | — | — | — | 3,109 | | | Total | 462,163 | — | — | — | 462,163 | | W. Richard Staub, III | Severance Pay(5) | 2,400,000 | — | — | — | 2,400,000 | | | Health & Welfare Benefits(4) | 19,656 | — | — | — | 19,656 | | | Total | 2,419,656 | — | — | — | 2,419,656 | | Kevin C. Knightly | Severance Pay(5) | 578,000 | — | — | — | 578,000 | | | Health & Welfare Benefits(4) | 8,961 | — | — | — | 8,961 | | | Outplacement(6) | 3,109 | — | — | — | 3,109 | | | Total | 590,070 | — | — | — | 590,070 | | Eric M. Sherbet | Severance Pay(5) | 321,000 | — | — | — | 321,000 | | | Health & Welfare Benefits(4) | 8,961 | — | — | — | 8,961 | | | Outplacement(6) | 3,109 | — | — | — | 3,109 | | | Total | 333,070 | — | — | — | 333,070 |

  301. Summary of Potential Payments

    | (1) Represents two times the sum of our Chief Executive Officer’s base salary and his target annual incentive, which is the amount payable to our Chief Executive Officer under the terms of his employment agreement in connection with a termination of his employment by us without cause or by him for good reason. | | (2) Represents the value of unvested time-based SARs determined based on the difference between the exercise price of the SARs and the closing price of a share of our common stock on December 29, 2023 ($231.38), the last business day of fiscal year 2023, and the value of unvested time-based restricted stock units determined by multiplying the number of shares underlying the award by the closing price of a share of our common stock on December 29, 2023. For purposes of this table, we have assumed that all time-based SARs and restricted stock units would be assumed, continued or substituted in connection with a change in control and that, as a result, all time-based SARs and restricted stock units would not become fully vested in connection with such change in control but rather upon a qualifying involuntary termination following a change in control. The actual treatment of time-based SARs and restricted stock units in connection with a change in control transaction may be different. As described above, any unvested outstanding time-based equity awards held by our Chief Executive Officer would be accelerated in the event of a qualifying termination of employment or in the event of a termination due to death or disability, and in the event of retirement, any unvested outstanding time-based equity awards would continue to vest as scheduled and remain exercisable. | | (3) Represents the value of unvested performance shares (assuming achievement of the performance goals at target), determined by multiplying the number of shares underlying the award by the closing price of a share of our common stock on December 29, 2023 ($231.38). In the event of a qualifying termination of employment, our Chief Executive Officer’s performance shares will remain outstanding and eligible to vest based on performance. In the event of a termination due to death or disability, our Chief Executive Officer’s performance shares would be fully accelerated and paid out at target. For purposes of this table, we have assumed that all performance shares would be assumed, continued or substituted in connection with a change in control and that, as a result, all performance shares would not become fully vested in connection with such change in control but rather upon a qualifying involuntary termination following a change in control. The actual treatment of performance shares in connection with a change in control transaction may be different. As described above, any unvested outstanding performance-based equity awards held by our Chief Executive Officer would be accelerated in the event of a qualifying termination of employment following a change in control or in the event of a termination due to death or disability and would assume the achievement of the performance goals at target, and in the event of retirement, any unvested outstanding performance-based equity awards would remain outstanding and vest based upon actual performance. | | (4) For Messrs. Bruehlman, Knightly and Sherbet, Health & Welfare Benefits represent the cost to the Company of paying its portion of premiums for medical, dental and prescription drug coverage for the executive and his eligible dependents during the period during which salary continuation payments under the provisions of the Employee Protection Plan as in effect on December 31, 2023 are being made. For Mr. Staub, represents the projected cost of group health care continuation for 18 months for Mr. Staub and his eligible dependents, to which he would be entitled under his letter agreement. | | (5) Represents the sum of base salary continuation payable to Messrs. Bruehlman, Knightly and Sherbet under the provisions of the Employee Protection Plan as in effect on December 31, 2023. For Mr. Staub, represents an amount equal to (i) 24 months of base salary and (ii) target annual bonus in effect the year of termination. | | (6) Represents the value of outplacement services that would be available to Messrs. Bruehlman, Knightly and Sherbet under the Employee Protection Plan in the event of a qualifying termination of employment. |

  302. Summary of Potential Payments

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 110 |

  303. CEO Pay Ratio

    CEO Pay Ratio U.S. publicly-traded companies are required to disclose the ratio of their chief executive officer’s compensation to that of their median employee. Our Chief Executive Officer to median employee pay ratio was calculated in accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K and the related guidance, and represents a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions, and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we report. During 2023, we identified our median employee by using base salaries or base rate of pay as our consistently applied compensation measure for all individuals, excluding our Chief Executive Officer, who were employed by us on December 1, 2023 (annualized in the case of employees who joined the Company during 2023). Because of our vast global employee population, we also applied the allowed de minimis exemption and excluded non-U.S. employees from certain countries noted below. The total number of excluded employees represented less than 5% of our population. Applying this de minimis exemption, on December 1, 2023, we had 19,849 U.S. employees and 66,852 non-U.S. employees. Irrespective of the de minimis exemption, on this same date we had 19,849 U.S. employees and 69,950 non-U.S. employees. Pursuant to the permitted de minimis exemption, the following countries were excluded from the ratio calculation: Algeria, 25; Bangladesh, 149; Bolivia, 5; Burkina Faso, 1; Chile, 289; Colombia, 436; Costa Rica, 12; Ecuador, 32; Egypt, 227; Ghana, 41; Guatemala, 61; Indonesia, 97; Jordan, 13; Kazakhstan, 5; Latvia, 32; Mexico, 960; Morocco, 49; Namibia, 1; Nigeria, 38; Norway, 47; Pakistan, 72; Panama, 6; Paraguay, 4; Peru, 82; Rwanda, 2; Sierra Leone, 1; Slovenia, 16; Sri Lanka, 38; Tunisia, 28; Ukraine, 228; Uruguay, 6; Venezuela, 6; Vietnam, 89. For 2023, the annual total compensation of our median employee, calculated under applicable SEC rules, was $91,601. For 2023, the annual total compensation for our Chief Executive Officer is reported in the “2023 Summary Compensation Table” above. On this basis, the ratio of our Chief Executive Officer’s annual total compensation to our median employee’s annual total compensation is estimated at 318:1. Additionally, our Company is uniquely diverse geographically, having a presence in over 100 countries with material differences in elements of pay. When calculating our pay ratio using only our U.S. population, our Chief Executive Officer to U.S. median employee pay ratio would be estimated at 262:1.

  304. CEO Pay Ratio

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 111 |

  305. Pay versus Performance

    Pay versus Performance The following table reports the compensation of our Principal Executive Officer (PEO) and the average compensation of the other Named Executive Officers (Other NEOs) as reported in the Summary Compensation Table for the past four fiscal years, as well as their “compensation actually paid” as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules.

  306. Pay versus Performance

    | | | | Average | Average | Value of Initial Fixed $100 Investment Based On(4): | | | Company- Selected Measure(5) | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2)(3) | Summary Compensation Table Total for Other NEOs(1) | Compensation Actually Paid to Other NEOs(2)(3) | IQVIA’s Total Stockholder Return | Peer Group Total Stockholder Return | Net Income (millions) | Adjusted Diluted EPS Growth(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2023 | $29,151,752 | $42,292,899 | $4,523,047 | $4,103,793 | $149.75 | $170.70 | $1,358 | 0.4% | | 2022 | $30,135,029 | $5,961,064 | $5,007,016 | $1,702,449 | $132.61 | $158.40 | $1,091 | 12.5% | | 2021 | $28,615,851 | $88,421,980 | $4,395,745 | $10,062,332 | $182.60 | $157.40 | $966 | 40.7% | | 2020 | $25,575,986 | $44,629,998 | $2,887,147 | $3,051,142 | $115.96 | $115.30 | $279 | 0.5% |

  307. Pay versus Performance

    | (1) Ari Bousbib was our PEO for each year presented. The individuals comprising the Other NEOs for each year presented are listed below: |

  308. Pay versus Performance

    | 2020 | 2021 | 2022 | 2023 | | Ron E. Bruehlman | Ron E. Bruehlman | Ron E. Bruehlman | Ron E. Bruehlman | | W. Richard Staub, III | W. Richard Staub, III | Costa Panagos | W. Richard Staub, III | | Kevin C. Knightly | Kevin C. Knightly | Kevin C. Knightly | Kevin C. Knightly | | Eric M. Sherbet | Eric M. Sherbet | Eric M. Sherbet | Eric M. Sherbet | | Michael R. McDonnell | | | Costa Panagos |

  309. Pay versus Performance

    | (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v)(2)(iii) of Regulation S-K and do not reflect compensation actually earned, realized or received by the PEO or Other NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. | | (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Other NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. |

  310. Pay versus Performance

    | Year | Summary Compensation Table Total for PEO | Exclusion of Change in Pension Value for PEO | Exclusion of Stock Awards and Option Awards for PEO | Inclusion of Pension Service Cost for PEO | Inclusion of Equity Values for PEO | Compensation Actually Paid to PEO | | 2023 | $29,151,752 | $(844,991) | $(21,157,852) | $258,365 | $34,885,625 | $42,292,899 | | 2022 | $30,135,029 | $(420,742) | $(21,388,958) | $296,785 | $(2,661,050) | $5,961,064 | | 2021 | $28,615,851 | $(535,539) | $(18,534,470) | $314,052 | $78,562,087 | $88,421,980 | | 2020 | $25,575,986 | $(898,824) | $(15,916,277) | $273,872 | $35,595,242 | $44,629,998 |

  311. Pay versus Performance

    | Year | Average Summary Compensation Table Total for Other NEOs | Average Exclusion of Change in Pension Value for Other NEOs | Average Exclusion of Stock Awards and Option Awards for Other NEOs | Average Inclusion of Pension Service Cost for Other NEOs | Average Inclusion of Equity Values for Other NEOs | Average Compensation Actually Paid to Other NEOs | | 2023 | $4,523,047 | $(73,164) | $(3,228,937) | $17,778 | $2,865,069 | $4,103,793 | | 2022 | $5,007,016 | $(46,106) | $(3,363,826) | $22,217 | $83,148 | $1,702,449 | | 2021 | $4,395,745 | $(45,384) | $(2,548,372) | $23,204 | $8,237,139 | $10,062,332 | | 2020 | $2,887,147 | $(60,943) | $(1,728,351) | $7,049 | $1,946,240 | $3,051,142 |

  312. Pay versus Performance

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 112 |

  313. Pay versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  314. Pay versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO | Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for PEO | Total - Inclusion of Equity Values for PEO | | 2023 | $22,020,972 | $1,379,297 | 0 | $11,485,356 | 0 | 0 | $34,885,625 | | 2022 | $16,869,138 | $(15,553,971) | 0 | $(3,976,217) | 0 | 0 | $(2,661,050) | | 2021 | $34,647,149 | $25,065,538 | 0 | $18,849,400 | 0 | 0 | $78,562,087 | | 2020 | $20,767,428 | $8,585,982 | 0 | $6,241,832 | 0 | 0 | $35,595,242 |

  315. Pay versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Other NEOs | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Other NEOs | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Other NEOs | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Other NEOs | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Other NEOs | Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Other NEOs | Total - Average Inclusion of Equity Values for Other NEOs | | 2023 | $2,411,696 | $153,127 | 0 | $1,274,065 | $(973,819) | 0 | $2,865,069 | | 2022 | $2,660,228 | $(2,066,942) | 0 | $(510,138) | 0 | 0 | $83,148 | | 2021 | $4,763,789 | $2,005,653 | 0 | $1,467,697 | 0 | 0 | $8,237,139 | | 2020 | $1,707,797 | $336,729 | 0 | $149,599 | $(247,885) | 0 | $1,946,240 |

  316. Pay versus Performance

    | (4) The peer group for each listed fiscal year consists of the companies listed as our compensation benchmarking peer group in the Compensation Discussion & Analysis specific for that fiscal year. For 2020 and 2021 the companies included Bausch Health Companies Inc., Boston Scientific Corporation, Cognizant Technology Solutions Corporation, Fiserv, Inc., Laboratory Corporation of America Holdings, Nielsen Holdings plc, Quest Diagnostics Incorporated, Regeneron Pharmaceuticals, Inc., Salesforce, Inc., S&P Global Inc., and Thomson Reuters Corporation (but excludes Allergan plc, acquired by AbbVie Inc. on May 8, 2020). For 2022, all of these companies were included except Nielsen Holdings plc. For 2023, the companies included AbbVie Inc., Accenture plc, Agilent Technologies, Inc., Amgen Inc., Avantor, Inc., Biogen Inc., Bristol Myers Squibb Co., Cognizant Technology Solutions Corp., Danaher Corporation, Eli Lilly & Co., Gartner, Inc., Gilead Sciences, Inc., International Business Machines Corp., ICON Plc, Laboratory Corp of America Holdings, Merck & Co., Inc., Moderna, Inc., Pfizer Inc., Regeneron Pharmaceuticals, Inc., Thermo Fisher Scientific, Inc., Vertex Pharmaceuticals Inc., and Zoetis Inc. | | (5) The Company has identified Adjusted Diluted EPS Growth as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the Other NEOs in 2023 to the Company’s performance. See Appendix A in this Proxy Statement for a reconciliation of Adjusted Diluted EPS Growth, a non-GAAP measure, to the most directly comparable GAAP measure. | | (6) Adjusted Diluted EPS Growth was chosen from the following four most important financial performance measures used by the Company to link compensation actually paid to the PEO and other NEOs in 2023 to the Company’s performance: |

  317. Pay versus Performance

    | Performance Metrics | | Adjusted Diluted EPS Growth (as defined in “Compensation Discussion & Analysis—Elements of Compensation—Short-Term Incentive Awards”, described on page 68) | | Relative Total Stockholder Return (as defined in “Compensation Discussion & Analysis—Elements of Compensation— Long-Term Incentive Awards”, described on page 71) | | Revenue (as defined in “Compensation Discussion & Analysis—Elements of Compensation—Short-Term Incentive Awards”, described on page 68) | | Adjusted EBITDA (as defined in “Compensation Discussion & Analysis—Elements of Compensation—Short-Term Incentive Awards”, described on page 68) |

  318. Pay versus Performance

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 113 |

  319. Pay versus Performance

    In the “Compensation Discussion and Analysis” section of this Proxy Statement, we provide greater detail on the elements of our executive compensation program and our “pay-for-performance” compensation philosophy. We believe the Company’s executive compensation program and the executive compensation decisions included in the 2023 Summary Compensation Table and related disclosures appropriately reward our PEO and the Other NEOs for Company and individual performance, assist the Company in retaining our senior leadership team and support long-term value creation for our stockholders. The values included in the columns for Compensation Actually Paid to our PEO and the Other NEOs, calculated in accordance with Item 402(v) of SEC Regulation S-K, in each of the fiscal years reported above and over the four-year cumulative period shows how the compensation awarded fluctuated year-over-year, primarily based on our stock price as of the last day of the listed fiscal year, among other factors. As the values change considerably from year-to-year based on stock price performance, they further demonstrate the “pay-for-performance” compensation philosophy of our executive compensation program. As the table demonstrates, the compensation of our PEO and the Other NEOs is higher when our stock price performs well, and lower when the stock price does not perform as well, demonstrating the clear alignment of interests of our PEO and the Other NEOs and our stockholders. Given a significant amount of the values in the columns for Compensation Actually Paid to our PEO and the Other NEOs are based on our stock price as of a particular date in time, and specifically under the SEC rules, required to be the last day of the listed fiscal year, it is important to note that the values could have been dramatically different if other dates were chosen. To illustrate, in 2020, our stock price fluctuated from a low of $81.79 per share to a high of $180.99, with the closing share price on December 31, 2020, representing 98.99% of our 52-week high for 2020. In 2021, our stock price fluctuated from a low of $170.00 per share to a high of $285.61, with the closing share price on December 31, 2021, representing 98.79% of our 52-week high for 2021. In 2022, our stock price fluctuated from a low of $165.75 per share to a high of $282.52, with the closing share price on December 31, 2022, representing 72.52% of our 52-week high for 2022. And finally, in 2023, our stock price fluctuated from a low of $167.42 per share to a high of $241.86, with the closing share price on December 31, 2023, representing 95.67% of our 52-week high for 2023. Accordingly, the values in the columns for Compensation Actually Paid to our PEO and the Other NEOs could have been significantly less if other dates were chosen or if our stock price happened to be lower on the last day of the listed fiscal year.

  320. Pay versus Performance

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 114 |

  321. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures In light of the significant weighting of long-term stock-based incentives in our pay mix due to the intended alignment between our named executive officers and stockholders, the Compensation Actually Paid values are significantly influenced by the value of IQVIA’s stock price. The table below reflects the relationship between the PEO and the average Other NEO compensation actually paid and the performance measures shown in the pay versus performance table from 2020 to 2023:

  322. Relationship Between Compensation Actually Paid and Performance Measures

    | Period | Compensation Actually Paid to PEO | | Average Compensation Actually Paid to Other NEOs | | IQVIA’s TSR | | Peer Group TSR | | Net Income | | Adj. Diluted EPS Growth | | | 2020 to 2023 | (5%) | | 35% | | 50% | | 71% | | 387% | | 60% | |

  323. Relationship Between Compensation Actually Paid and Performance Measures

    | • | Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Cumulative TSR. From 2020 to 2023, the compensation actually paid to our PEO decreased by 5% and the average of the compensation actually paid to the Other NEOs increased by 35%, compared to a 50% increase in our TSR over the same time period. |

  324. Relationship Between Compensation Actually Paid and Performance Measures

    | • | Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Net Income. From 2020 to 2023, the compensation actually paid to our PEO decreased by 5% and the average of the compensation actually paid to the Other NEOs increased by 35%, compared to a 387% increase in our Net Income over the same time period. |

  325. Relationship Between Compensation Actually Paid and Performance Measures

    | • | Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Adjusted Diluted EPS Growth. From 2020 to 2023, the compensation actually paid to our decreased by 5% and the average of the compensation actually paid to the Other NEOs increased by 35%, compared to a 60% increase in our Adjusted Diluted EPS over the same time period. |

  326. Relationship Between Compensation Actually Paid and Performance Measures

    | • | Relationship Between the Company’s TSR and the Peer Group TSR. The TSR for the peer group disclosed in the table above increased by 71% from 2020 to 2023 as compared to the Company’s TSR, which increased by 50% over the same time period. |

  327. Relationship Between Compensation Actually Paid and Performance Measures

    | IQVIA HOLDINGS INC. 2024 Proxy Statement | 115 |

  328. Relationship Between Compensation Actually Paid and Performance Measures

    | PROPOSAL NO. 3 Stockholder Proposal: Transparency in Political Spending | |

  329. Relationship Between Compensation Actually Paid and Performance Measures

    In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent, for which the Company and the Board accept no responsibility. The stockholder proposal is required to be voted on at our 2024 Annual Meeting only if properly presented at our 2024 Annual Meeting. John Chevedden, the beneficial owner of at least $2,000 in market value of the Company’s common stock on the date the proposal was submitted and for at least the preceding year, has notified the Company of their intent to present the following proposal at the 2024 Annual Meeting.

  330. Majority Voting Standard for Election of Directors

    Majority Voting Standard for Election of Directors Directors are elected by receiving a majority of the votes cast in uncontested elections, which means the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee. Any incumbent director who fails to receive a majority of votes cast in an uncontested election must tender his or her resignation to the Board. The N&G Committee will make a recommendation to the Board whether to accept or reject the tendered resignation, or whether other action should be taken. The N&G Committee and the Board, in making its recommendation or decision, as applicable, must consider what it believes is in the best interests of the Company and its stockholders, and may consider any factor or other information it deems relevant. The Board will act on the tendered resignation, taking into account the N&G Committee’s recommendation, and will publicly disclose its decision regarding the resignation within 90 days after the results of the election are certified. In a contested election, directors are elected by a plurality of the votes cast. A contested election is a situation in which the number of nominees exceeds the number of directors to be elected. Whether an election is contested is determined ten days in advance of when we file our definitive Proxy Statement with the SEC.