DEF 14A of Iqvia Holdings Inc.
Filed Feb 28, 2025 · FY20240001478242-25-000060
Table of Contents
| 2024 Pension Benefits | 97 | | IMS Health Defined Benefit Retirement Plans | 98 | | 2024 Non-Qualified Deferred Compensation | 99 | | Potential Payments Upon Termination or Change in Control | 100 | | CEO Pay Ratio | 103 | | Pay versus Performance | 104 | | PROPOSAL NO. 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm | 108 | | Audit | 109 | | Audit Committee Report | 109 | | Fees Paid to Independent Registered Public Accounting Firm | 110 | | PROPOSAL NO. 4 An Amendment to our Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation | 111 | | PROPOSAL NO. 5 Stockholder Proposal: Improve Shareholder Ability to Call for a Special Shareholder Meeting | 113 | | IQVIA’s Statement in Opposition | 114 | | Security Ownership of Certain Beneficial Owners and Management | 116 | | Certain Relationships and Related Person Transactions | 118 | | Related Party Transactions Approval Policy | 118 | | About the 2025 Annual Meeting | 119 | | Other Relevant Information | 124 | | Compensation Committee Interlocks and Insider Participation | 124 | | Overview of Russian Operations | 124 | | Other Matters | 124 | | Stockholder Proposals and Nominees for 2026 Annual Meeting of Stockholders | 125 | | Incorporation by Reference | 125 | | Cautionary Note Regarding Forward-Looking Statements | 125 | | APPENDIX A Financial Reconciliations | 127 | | Use of Non-GAAP Financial Measures | 127 | | APPENDIX B Amended Certificate of Incorporation | 131 |
2024 Sustainability Milestones and Achievements
| BOARD OF DIRECTORS | | | ü | Annual election of 100% of our directors | | ü | Lead Independent Director, elected by the independent directors, with power to call special meetings of the Board, among other key responsibilities | | ü | All directors except our chairman are independent | | ü | 100% independent Board committees | | ü | 56% of our director nominees are women and/or racially or ethnically diverse | | ü | Director retirement policy at age 74 to encourage board refreshment | | ü | Annual Board and committee self‑assessments | | ü | Majority voting standard for directors in uncontested elections, with a resignation policy |
Director Nominees Snapshot
Director Nominees Snapshot
Director Nominees Snapshot
| Age | Independence | Board Refreshment |
Director Nominees Snapshot
Executive Compensation Highlights
Executive Compensation Practices Highlights
| Transparency Provide specific scoring and/or payouts for each performance measure | | Formula Utilize a formula to determine short-term incentive awards with 65% to 80% of total payout based on annual financial targets | | Targets Disclose objective targets for key performance metrics | | | | | | Simplicity Focus on four key performance measures | | Limited Discretion Cap the LDC Committee’s upward discretion to no more than 1/6th of the final award, and require a clear and detailed rationale for any individual performance adjustments | | | | | | Weightings Establish specific weightings for each performance measure for each named executive officer |
Executive Compensation Practices Highlights
| WHAT WE DON’T DO | | | | | û | Sign contracts with multi-year guaranteed salary increases or non-performance bonus arrangements | û | Reprice underwater stock options or Stock Appreciation Rights without stockholder approval | | û | Gross up for excise taxes | û | Pay unearned dividends prior to vesting | | û | Have single-trigger equity vesting | û | Allow hedging or pledging of Company shares |
Recent Enhancements to Short-Term Incentive Awards and Non-Employee Director Awards
Recent Enhancements to Short-Term Incentive Awards and Non-Employee Director Awards In response to investor feedback, and based on discussions with our external compensation consultant, the LDC Committee simplified the Formula-Based Payout Factor for the Short-Term Incentive Awards by reducing the number of performance measures used in the calculation from five to four for 2024. The Balance Sheet/ Liquidity performance measure, which was based on Net Leverage Ratio and Capital Intensity achievement, was eliminated. As the LDC Committee continues to view Capital Intensity as an important metric, it was integrated into the Cash Flow performance measure to ensure the Company continues to be disciplined in its approach to cash management for capital expenditures. The LDC Committee felt this revised Cash Flow performance measure allowed it to adequately assess management’s performance in managing the balance sheet given the consistency in leverage the Company has seen over the last several years. To align with the annual election of all directors, and upon the recommendation of the LDC Committee, the Board changed the timing of the grant of the annual equity retainer to non-employee directors to be effective on the date of the annual meeting of stockholders beginning with the 2025 Annual Meeting. This decision was based, in part, on the market review conducted by our external compensation consultant and to align with market practice for unclassified boards. Over the past several years, we have consistently requested meetings with stockholders that in aggregate hold 50% or more of our outstanding common stock, and have typically met with stockholders that in aggregate hold at least 30% of our outstanding common stock; we have listened carefully to understand their views and, in response, have taken significant actions to address their feedback. For more information regarding our stockholder engagement program, including detailed enhancements as a direct result of feedback received from our stockholders, please see “Corporate Governance—Stockholder Engagement” below. For information on changes to our executive compensation practices and disclosures in direct response to stockholder feedback, please see “Compensation Discussion and Analysis—Executive Summary—Enhancements to Our Executive Compensation Program Based on Investor Feedback.”
Board Nominees
Board Nominees
Board Nominees
| | | | | | | | | | | | | ARI BOUSBIB | | | | | | | | Age: 63 | | | Director since: 2016 Chairman and Chief Executive Officer | | | | | | | | | | | Key skills: | | Public Company CEO/President | | Public Company Board | | Healthcare | | Technology | | | | | Financial | | Global | | Government & Public Policy | | |
Board Nominees
Recent Experience:
Consonance Capital Partners (2013‑present)
Consonance Capital Partners (2013‑present) ●Senior Advisor ●Member, Operating Council Prior Experience: ●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) U.S. public company directorships: ●ResMed Inc. (Audit Committee Chair, Compliance Oversight Committee Chair, and Nominating and Governance Committee) Former U.S. public company directorships: ●Envision Healthcare Corporation ●WellCare Health Plans, Inc. ●Vanguard Health Systems ●Transitional Hospitals Corporation Other positions: ●Member, Board of Directors: WellDyneRx, LLC ●Member: Women Corporate Directors; International Women’s Forum Education: ●Bachelor of Arts in Business Administration, the University of Houston
Consonance Capital Partners (2013‑present)
| Reason for Nomination: 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. |
Consonance Capital Partners (2013‑present)
| | | | | | | | | | | | | JOHN G. DANHAKL | | | | | | | | Age: 68 | | | Director since: 2016 INDEPENDENT | | | LDC Committee N&G Committee | | | | | | | | Key skills: | | Public Company Board | | Healthcare | | Financial | | Global |
Consonance Capital Partners (2013‑present)
Recent Experience:
Leonard Green & Partners, L.P. (1995‑present)
Leonard Green & Partners, L.P. (1995‑present) ●Managing Partner Prior Experience: ●Managing Director of Donaldson, Lufkin & Jenrette Securities Corporation ●Vice President at Drexel Burnham Lambert, Inc. U.S. public company directorships: ●Life Time Group Holdings, Inc. (Compensation Committee, Nominating and Corporate Governance Committee) ●Mister Car Wash, Inc. Former U.S. public company directorships: ●IMS Health (predecessor to IQVIA) Other positions: ●Member, Board of Directors: CNG (Charter Next Generation); Convergint Technologies LLC; Lakeshore Learning; Parts Town; Pye‑Barker Fire Safety, LLC; WellSky Corporation Education: ●Master of Business Administration, Harvard Business School ●Bachelor of Arts in Economics, University of California at Berkeley
Leonard Green & Partners, L.P. (1995‑present)
| Reason for Nomination: 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. |
Leonard Green & Partners, L.P. (1995‑present)
| | | | | | | | | | | | JAMES A. FASANO | | | | | | | Age: 55 | | | Director since: 2016 INDEPENDENT | | | Audit Committee (Chair) Audit Committee Financial Expert | | | | | | | Key skills: | | Public Company Board | | | Healthcare | | Technology | | | | | Financial | | | Global | | Government & Public Policy |
Leonard Green & Partners, L.P. (1995‑present)
Recent Experience:
University of Chicago Booth School of Business (2023‑present)
University of Chicago Booth School of Business (2023‑present) ●Adjunct Professor Prior Experience: ●Managing Director at CPP Investment Board ●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 Former U.S. public company directorships: ●IMS Health (predecessor to IQVIA) Other positions: ●Member, Board of Directors, Asurion (Compensation Committee Chair, Nominating and Governance Committee); LHP Hospital Group; AWAS Aviation Capital Education: ●Master of Business Administration, University of Chicago Graduate School of Business ●Bachelor of Engineering, Royal Military College of Canada
University of Chicago Booth School of Business (2023‑present)
| Reason for Nomination: 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 federal pension fund. |
University of Chicago Booth School of Business (2023‑present)
| | | | | | | | | | | | COLLEEN A. GOGGINS | | | | | | | Age: 70 | | | Director since: 2017 INDEPENDENT | | | N&G Committee (Chair) Audit Committee | | | | | | | Key skills: | | Public Company Board | | | Healthcare | | Technology | | | | | Financial | | | Global | | Government & Public Policy |
University of Chicago Booth School of Business (2023‑present)
Recent Experience:
SIG Combibloc Group (2015‑2023)
SIG Combibloc Group (2015‑2023) ●Member, Advisory Board (2015-2017) ●Member, Board of Directors (2018-2023)
Bayer AG (2017‑present)
Bayer AG (2017‑present) ●Member, Supervisory Board Prior Experience: ●Member of Executive Committee and Worldwide Chair of Consumer Group, among other roles at Johnson & Johnson U.S. public company directorships: ●The Toronto‑Dominion Bank (Risk Committee) Former U.S. public company directorships: ●Bausch Health Companies Inc. (f/k/a Valeant Pharmaceuticals International) Other positions: ●Member: Citymeals‑on‑Wheels New York City ●University of Wisconsin Foundation ●Member, Board of Trustees: Institute of International Education Education: ●Masters in Management, Kellogg School of Management ●Bachelor of Science in Food Chemistry, University of Wisconsin‑Madison
Bayer AG (2017‑present)
| Reason for Nomination: Over 20 years’ experience in the healthcare industry, including extensive leadership and service on the boards of several public and private companies. |
Bayer AG (2017‑present)
| | | | | | | | | | | | JOHN M. LEONARD, M.D. | | | | | | | Age: 67 | | | Director since: 2015 INDEPENDENT Lead Independent Director | | | Audit Committee Audit Committee Financial Expert N&G Committee | | | | | | | Key skills: | | Public Company CEO/President | | | Public Company Board | | Healthcare | | | | | Technology | | | Financial | | Global |
Bayer AG (2017‑present)
Recent Experience:
Intellia Therapeutics, Inc. (2014‑present)
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) Prior Experience: ●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 U.S. public company directorships: ●Intellia Therapeutics, Inc. Education: ●Doctorate in Medicine, Johns Hopkins University ●Bachelor of Arts in Biochemistry, University of Wisconsin‑Madison
Intellia Therapeutics, Inc. (2014‑present)
| Reason for Nomination: 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. |
Intellia Therapeutics, Inc. (2014‑present)
| | | | | | | | | | | | LESLIE WIMS MORRIS | | | | | | | Age: 54 | | | Director since: 2022 INDEPENDENT | | | N&G Committee | | | | | | | Key skills: | | Financial | | | Global | | Technology |
Intellia Therapeutics, Inc. (2014‑present)
Recent Experience:
JPMorgan Chase (2022‑present)
JPMorgan Chase (2022‑present) ●Chief Executive Officer, Chase Auto Prior Experience: ●President, Private Label Captive Finance, Chase Auto ●Managing Director and Head of Corporate Development, Consumer & Community Banking at JPMorgan Chase ●VP, Executive Partnerships at American Express ●SVP, Strategy and Business Development at Broadridge Financial Solutions ●SVP at Jefferies & Company Other positions: ●Vice Chair, Board of Trustees: Dance Theatre of Harlem Education: ●Master of Business Administration, Harvard Business School ●Bachelor of Arts in English, Yale University
JPMorgan Chase (2022‑present)
| Reason for Nomination: Over 25 years’ experience in the financial services industry, including extensive leadership and business experience as a senior executive of a commercial banking institution. |
JPMorgan Chase (2022‑present)
| | | | | | | | | | | | TODD B. SISITSKY | | | | | | | Age: 53 | | | Director since: 2016 INDEPENDENT | | | L&D Committee N&G Committee | | | | | | | Key skills: | | Public Company CEO/President | | | Public Company Board | | Healthcare | | | | | Technology | | | Financial | | Global |
JPMorgan Chase (2022‑present)
Recent Experience:
TPG, Inc. (2003‑present)
TPG, Inc. (2003‑present) ●President & Co‑Managing Partner of TPG Capital (2015‑present) ●President of TPG, Inc. (2021‑present) Prior Experience: ●Executive at Forstmann Little & Company ●Executive at Oak Hill Capital Partners ●Member, Board of Directors: Surgical Care Affiliates, Inc. (Nominating and Corporate Governance Committee) U.S. public company directorships: ●Allogene Therapeutics, Inc. (Nominating and Corporate Governance Committee) ●TPG, Inc. (Executive Committee) Former U.S. public company directorships: ●Convey Health Solutions Holdings, Inc. ●Endo International plc ●IASIS Healthcare LLC ●IMS Health (predecessor to IQVIA) Other positions: ●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.; Confluent Medical Technologies Education: ●Master of Business Administration, Stanford Graduate School of Business ●Bachelor of Arts, Dartmouth College
TPG, Inc. (2003‑present)
| Reason for Nomination: 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. |
TPG, Inc. (2003‑present)
| | | | | | | | | | | | | SHEILA A. STAMPS | | | | | | | | Age: 67 | | | Director since: 2022 INDEPENDENT | | | Audit Committee Audit Committee Financial Expert | | | | | | | | Key skills: | | Public Company Board | | Financial | | Global | | Government & Public Policy |
TPG, Inc. (2003‑present)
Prior Experience: ●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) U.S. public company directorships: ●MFA Financial, Inc. (Compensation Committee and Nominating and Corporate Governance Committee) Former U.S. public company directorships: ●Pitney Bowes Inc. ●Atlas Air Worldwide Holdings, Inc. ●CIT Group Inc. ●Forest Road Acquisition Corp. Other positions: ●Member, Board of Trustees: Bankinter Innovation Foundation Education: ●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
TPG, Inc. (2003‑present)
| Reason for Nomination: Over 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. |
Qualifications and Experience of Director Nominees
Qualifications and Experience of Director Nominees We believe our directors bring a well‑rounded variety of experience, qualifications, attributes and skills, provide fresh perspectives and represent a mix of deep knowledge of the Company and our industry. As we review our long‑term strategy, we also evaluate what current and future skills and experience our Board requires, and we weigh those skills when assessing our current directors and potential director candidates. When identifying new directors, the Board will seek to further enhance the mix of experience and backgrounds currently represented, which may include prioritizing those with greater life sciences, cybersecurity, public policy/government, academic and/or international experience. The table below summarizes our director nominees’ key experiences, qualifications and core competencies.(1)
Qualifications and Experience of Director Nominees
| | Ari Bousbib | Carol J. Burt | John G. Danhakl | James A. Fasano | Colleen A. Goggins | John M. Leonard, M.D. | Leslie Wims Morris | Todd B. Sisitsky | Sheila A. Stamps | | Public Company CEO/President Experience serving as CEO or President of a publicly‑ traded company | | | | | | | | | | | Public Company Board Experience serving on and/ or leading boards/committees of other large publicly‑traded companies | | | | | | | | | | | Healthcare Experience in executive positions within the healthcare industry | | | | | | | | | | | Technology Knowledge or experience that contributes to the Board’s understanding of technology and/or data protection and/or cybersecurity | | | | | | | | | | | Financial Experience analyzing financial statements, capital structures and complex financial transactions, and overseeing accounting and/or financial reporting processes | | | | | | | | | | | Global Experience operating in a global context internationally or at a global company | | | | | | | | | | | Government & Public Policy Experience in government role, public service, government affairs or community relations | | | | | | | | | | | Diversity Racial/ethnic or gender diversity | | | | | | | | | |
Qualifications and Experience of Director Nominees
(1)This summary is not intended to be an exhaustive list of each of our directors’ skills or contributions to the Board.
Qualifications and Experience of Director Nominees
| Director Compensation | |
Qualifications and Experience of Director Nominees
The Board has the authority to set the terms of our non-employee director compensation program and may change those terms at any time. The responsibility for reviewing the non-employee director compensation program and recommending changes to the Board is vested in the LDC Committee per its charter.
Non-Employee Director Compensation Structure for 2024
Non-Employee Director Compensation Structure for 2024 The non-employee director compensation program structure for 2024 was as follows:
Non-Employee Director Compensation Structure for 2024
| Payment | Annual Compensation ($) | | Cash retainer (paid in quarterly installments) | 100,000 | | Equity retainer fair value (payable in fully-vested restricted stock units) | 240,000 | | Lead Independent Director fee | 50,000 | | 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 |
Non-Employee Director Compensation Structure for 2024
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 2024 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 compensation peer group, see “Compensation Discussion and Analysis—Overview of Our Executive Compensation Program—Benchmarking” on pages 55-56 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 2024, the Board approved a modest increase to the lead independent director fee, increasing it from $42,500 to $50,000. The Board maintained all other annual cash retainers for non-employee directors at the 2023 levels. The decision to increase the lead independent director fee was based, in part, on the market review conducted by our external compensation consultant and was made in order to align director pay levels within the peer group. To align with the annual election of all directors, and upon the recommendation of the LDC Committee, the Board changed the timing of the grant of the annual equity retainer to non-employee directors to be effective on the date of the annual meeting of stockholders beginning with the 2025 Annual Meeting. This decision was based, in part, on the market review conducted by our external compensation consultant and to align to market practice for unclassified boards.
Director Compensation
Director Compensation
Non-Employee Director Compensation Payments for 2024
Non-Employee Director Compensation Payments for 2024 The following table shows information regarding the compensation earned by our non-employee directors during 2024. The compensation received by our Chief Executive Officer during 2024 is included in “Compensation of Named Executive Officers—2024 Summary Compensation Table.” Our Chief Executive Officer did not receive any additional compensation for his service on the Board.
2024 DIRECTOR COMPENSATION
2024 DIRECTOR COMPENSATION
2024 DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Carol J. Burt(3) | 142,500 | 239,910 | 382,410 | | John P. Connaughton | 110,000 | 239,910 | 349,910 | | John G. Danhakl(3) | 120,000 | 239,910 | 359,910 | | James A. Fasano(3) | 140,000 | 239,910 | 379,910 | | Colleen A. Goggins(3) | 140,000 | 239,910 | 379,910 | | John M. Leonard, M.D. | 171,250 | 239,910 | 411,160 | | Leslie Wims Morris(3) | 110,000 | 239,910 | 349,910 | | Todd B. Sisitsky(4) | — | — | — | | Sheila A. Stamps(3) | 115,000 | 239,910 | 354,910 |
2024 DIRECTOR COMPENSATION
(1)Messrs. Danhakl and Fasano and Mses. Goggins and Wims Morris deferred 100% of their annual cash retainers and committee fees under our Non-Employee Director Deferral Plan 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. (2)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. Connaughton, Danhakl and Fasano and Dr. Leonard with a grant date of May 7, 2024 (1,047 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 7, 2024 ($229.14 per share) computed in accordance with Accounting Standards Codification Topic 718, or ASC 718. Assumptions used in the calculation of these amounts in 2024 are included in Notes 1 and 17 to our consolidated audited financial statements for the year ended December 31, 2024 included in Part II of our Annual Report on Form 10-K. Mses. Burt, Wims Morris, Stamps and Mr. Fasano deferred 100% of their stock awards under our Non-Employee Director Deferral Plan, described below, which amounts were converted into deferred stock units with a market value equal to the equity 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. (3)As of December 31, 2024, the following deferred stock units are outstanding under the Non-Employee Director Deferral Plan:
2024 DIRECTOR COMPENSATION
| Name | Total Deferred Stock Units Outstanding at December 31, 2024 | | Carol J. Burt | 1,047 | | John G. Danhakl | 2,123 | | James A. Fasano | 1,676 | | Colleen A. Goggins | 3,948 | | Leslie Wims Morris | 2,547 | | Sheila A. Stamps | 1,047 |
2024 DIRECTOR COMPENSATION
(4)Mr. Sisitsky has waived his right to participate in the non-employee director compensation program due to his relationship with TPG, Inc.
Director Compensation
Director Compensation
LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE
| Members in 2024: Carol J. Burt (Chair) John P. Connaughton John G. Danhakl Todd B. Sisitsky John M. Leonard, M.D. (Ex Officio) Meetings in 2024: 6 | Responsibilities: ●Reviewing and approving corporate goals and objectives relevant to the compensation of our Chairman and Chief Executive Officer, the officers of the Company who report directly to our Chief Executive Officer and all “officers” as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended (collectively, the Senior Officers) ●Evaluating the performance of our Chairman and Chief Executive Officer and other Senior Officers in light of those goals and objectives and determining and approving, or recommending to the independent members of the Board for approval in the case of the Chief Executive Officer, their respective compensation levels ●Making recommendations to the Board about the compensation and benefits for our directors ●Administering our equity-based plans and management incentive compensation plans and making recommendations to the Board about amendments to such plans and the adoption of any new employee incentive compensation plans ●Periodically reviewing the Company’s clawback policies ●Recommending to the Board ownership guidelines for the Senior Officers, other executives and non-employee directors, and periodically assessing these guidelines and recommending revisions as appropriate ●Establishing the terms of compensatory arrangements and policies to protect our business, including restrictions that apply to current and former Senior Officers ●Reviewing and approving all Senior Officer employment contracts and other compensatory, severance and change in control arrangements for current and former Senior Officers; reviewing and establishing our overall management compensation and benefits philosophy and policies; and reviewing and approving our policies and procedures for the grant of equity-based awards ●Establishing and reviewing periodically policies and procedures with respect to perquisites ●Reviewing our incentive compensation arrangements to determine whether they encourage excessive risk-taking; reviewing and discussing at least annually the relationship between risk management policies and practices and compensation; and evaluating compensation policies and practices to mitigate any such risk ●Reviewing the processes for managing Senior Officer succession and the results of those processes ●Oversee the Company’s policies and strategies as delegated by the Board relating to human capital management including recruitment, development, promotion, performance management, pay equity and inclusion and diversity |
Succession Planning for Directors and Executive Officers
Succession Planning for Directors and Executive Officers
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.
2024 Named Executive Officers
2024 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 2024:
2024 Named Executive Officers
| | | | | | | Ari Bousbib Age: 63 Chairman and Chief Executive Officer | Ronald E. Bruehlman Age: 64 Executive Vice President and Chief Financial Officer | W. Richard Staub, III Age: 62 President, Research & Development Solutions | Bhavik Patel Age: 45 President, Commercial Solutions | Eric M. Sherbet Age: 60 Executive Vice President, General Counsel and Secretary |
2024 Performance Versus Compensation Peer Group(1)
2024 Performance Versus Compensation Peer Group(1) (1)Compensation peer group information from Factset based on actual results and consensus estimates as of February 10, 2025. Our compensation peer group is comprised of 22 publicly-traded companies, including biotechnology, healthcare services, IT consulting and services, life science tools and services and large pharmaceuticals. For more information on our compensation peer group, including a full list of the included companies, please see pages 55-56 of this Proxy Statement. See reconciliations of non‑GAAP items in Appendix A of this Proxy Statement. (2)Excludes Merck & Co. as they were negatively impacted in 2023 by substantial one-off charges, which makes the 2024 versus 2023 comparison an outlier. 2024 was a year of major milestones and accomplishments for our organization, including those described below.
2024 Performance Versus Compensation Peer Group(1)
| Financial | ●Revenue of $15.4 billion, up 3.4% compared to 2023 at constant currency(1) ●Underlying Revenue growth(2) up 6% compared to 2023 ●Adjusted EBITDA(3) of $3.7 billion, up 3.2% compared to 2023 ●Adjusted EBITDA Margin of 23.9%, outperforming our compensation peer group average of 23.0%(4) ●Adjusted EBITDA Margin expansion of 10 basis points, outperforming our compensation peer group average of 300 basis points contraction(4) ●Adjusted Diluted EPS(3) of $11.13, up 9.1% compared to 2023, outperforming our compensation peer group average of 2.2%(4) ●Free Cash Flow(3) of $2.1 billion, up 40.9% compared to 2023 and achieved 104% of Adjusted Net Income(3) ●Cash Flow from Operations of $2.7 billion, up 26.4% compared to 2023, outperforming our compensation peer group average of 10.4%(4) | | Strategic Growth | ●$10.1 billion of contracted net new business in R&DS at the end of 2024 ●Record backlog of $31.1 billion, up 5.5% at constant currency compared to 2023 ●Our next twelve months revenue from backlog increased to $7.9 billion ●The R&DS business also added ~400 net new clinical research customers in 2024, a mid single-digit increase from the previous year ●Continued to invest in rich clinical data assets, which now stand at over 1.2 billion comprehensive, longitudinal, non-identified unique patients records ●Introduced 60 new innovations, including 39 AI-enabled applications ●Real World Solutions returned to double-digit revenue growth compared to 2023 | | Capital Deployment | ●Deployed total capital investment of approximately $1.5 billion, including $883 million on strategic acquisitions and investments and $602 million on capital expenditures ●Returned $1.35 billion to stockholders through the repurchase of over 6.4 million shares ●Ended 2024 with a Net Leverage Ratio(3) of 3.33x | | Sustainability & Governance | ●Drove employee engagement in our 2024 employee pulse surveys, with 83% of employees seeing a clear link between their work and IQVIA’s vision to power smarter healthcare for everyone, everywhere (2 points above Fortune 500 Benchmark) ●Continued our multi-year favorable attrition and internal movement trends (attrition at 10.4%, 1 percent below 2023 and internal movement at 30.5%, slightly above 2023) by giving employees access to opportunities and resources to build the skills they need for tomorrow ●100% of IQVIA’s 17 laboratories are now My Green Lab (MGL) certified. IQVIA received the MGL Race to Zero Leadership Award, as the first company to certify more than 95% of its labs ●Worked cross-functionally to ramp up GHG emissions reduction initiatives related to real estate and suppliers, and streamlined our GHG data and reporting processes. We have achieved a 27% reduction in scope 1 and 2 GHG emissions against our 2019 baseline and 50% of our suppliers by emissions have now set or committed to set science-based targets ●Completed declassification of the Board: all of our director nominees are up for election to one-year terms ●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 |
2024 Performance Versus Compensation Peer Group(1)
(1)Amounts expressed in constant currency terms in this Proxy Statement exclude the effect of changes in foreign currency exchange rates on the translation of foreign currency results into U.S. dollars. For additional information regarding foreign currency translation, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2024 Annual Report on Form 10-K. (2)Underlying Revenue growth is defined as constant currency revenue growth excluding revenues from COVID-19 related projects from both 2023 and 2024. (3)Adjusted EBITDA, Adjusted Diluted EPS, Adjusted Net Income, Net Leverage Ratio and Free Cash Flow are not prepared in accordance with generally accepted accounting principles in the United States (GAAP). The definitions of Adjusted EBITDA, Adjusted Diluted EPS, Adjusted Net Income, Net Leverage Ratio and Free Cash Flow are the same, and reconciled to the nearest comparable GAAP financial measure in the exact same manner, as in the Company’s earnings releases. For additional information regarding “Adjusted EBITDA,” “Adjusted Diluted EPS,” “Adjusted Net Income,” “Net Leverage Ratio” and “Free Cash Flow,” including reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measure, see “Appendix A.” (4)Compensation peer group information from Factset based on actual results and consensus estimates as of February 10, 2025. For more information on our compensation peer group, including a full list of the included companies, please see pages 55-56 of this Proxy Statement. See reconciliations of non‑GAAP items in Appendix A of this Proxy Statement. In addition, the Company’s work was recognized externally by multiple third parties, including: ●FORTUNE. For the eighth year in a row, IQVIA was named one of the World’s Most Admired ™ in FORTUNE’s annual survey. For the fourth year in a row, IQVIA was named the number one most admired company in our category, Healthcare: Pharmacy and Other Services. Notably, IQVIA earned top rankings in the categories of innovation, global competitiveness, people management and use of corporate assets ●Brandon Hall Group. Four Human Capital Management Excellence Awards in recognition of our talent development programs: (i) Gold award for Best New Hire Onboarding Program; (ii) Bronze award for Best Unique or Innovative Talent Acquisition Program; (iii) Bronze award for Best Custom Content and (iv) Bronze award for Best Unique or Innovative Learning & Development Program ●Frost & Sullivan Award. Global Customer Value Leadership Award for excellence in the global artificial intelligence (AI) quality and regulatory solutions space for the healthcare industry ●MedTech Breakthrough Awards. Recognition in the Best Use of Artificial Intelligence in Healthcare category for IQVIA SmartSolve® Enterprise Quality Management System ●Forbes’ World’s Best Management Consulting Firm. Recognized as a top Healthcare & Life Sciences consulting firm ●My Green Lab (MGL) Race to Zero Leadership Award. 100% of IQVIA’s 17 laboratories are now My Green Lab (MGL) certified. IQVIA received the MGL Race to Zero Leadership Award, as the first company to certify more than 95% of its labs ●Everest Group PEAK Matrix® Assessment 2024. IQVIA was named as a leader in Life Sciences Regulatory and Medical Affairs Operations ●IDC Award. IQVIA was named a Leader in the IDC MarketScape: Worldwide Life Science R&D Technology Solutions and Consulting Services 2024 Vendor Assessment ●ISR Reports. IQVIA listed as the number one electronic Clinical Outcomes Assessment leader ●KLAS Award. For the second year in a row, recognition for our excellence as a software and service company helping healthcare professionals improve patient care. Rankings are a direct result of the feedback of IQVIA’s customers over the last year. Customers assess strict criteria, making this a prestigious award across our sector
Enhancements to Our Executive Compensation Program Based on Investor Feedback
| Transparency Provide specific scoring and/or payouts for each performance measure | | Formula Utilize a formula to determine short-term incentive awards with 65% to 80% of total payout based on annual financial targets | | Targets Disclose objective targets for key performance metrics | | | | | | Simplicity Focus on four key performance measures | | Limited Discretion Cap the LDC Committee’s upward discretion to no more than 1/6th of the final award, and require a clear and detailed rationale for any individual performance adjustments | | | | | | Weightings Establish specific weightings for each performance measure for each named executive officer |
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 and cash flow metrics represent 65% to 80% of total ●Operational, strategic, leadership, and sustainability metrics represent 20% to 35% of total | | 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 |
Compensation and Governance Practices
| WHAT WE DON’T DO | | | | | û | Sign contracts with multi-year guaranteed salary increases or non-performance bonus arrangements | û | Reprice underwater stock options or Stock Appreciation Rights without stockholder approval | | û | Gross up for excise taxes | û | Pay unearned dividends prior to vesting | | û | Have single-trigger equity vesting | û | Allow hedging or pledging of Company shares |
Named Executive Officer Compensation at a Glance
| n | Base Salary | n | Short-Term Incentive Award | n | Long-Term Incentive Award |
Compensation Philosophy
Compensation Philosophy Our compensation philosophy continues to focus on creating an alignment between executive compensation and business performance by rewarding our named executive officers for achieving financial, strategic, operational, leadership and sustainability goals that are intended to contribute to long-term stockholder value. To that end, our executive compensation program is designed to: ●Attract and retain experienced top-talent 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 with robust share ownership guidelines ●Ensure that compensation-related risks are managed appropriately to safeguard the interest of our stockholders, and employees through balanced program design, risk-mitigation policies, and independent oversight by the LDC Committee Our executive compensation program incorporates specific features to support the achievement of these goals and to promote related objectives that are important to our long-term success. In addition, the LDC Committee believes it is appropriate for short- and long-term incentives awarded to our named executive officers to vary based on the relative contribution of each individual to IQVIA’s success.
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.
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 2024 did not raise any conflicts of interest.
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.
2024 Compensation Peer Group
2024 Compensation 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 2024 was reviewed by the LDC Committee in May 2024 with no changes to the peer group from the prior year. In 2023, to better align the peer group with the Company’s strategic objectives, the external compensation consultant recommended significant changes to the criteria used to select the Company’s peer group. The following criteria are used as guidelines for selecting peer group companies:
2024 Compensation 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 0.25x to 4.0x IQVIA’s trailing 12-month revenue | | Market Capitalization | 12-month average market capitalization at least 0.5 of IQVIA and 2x three-year average revenues as exemplified by high growth/ high margin strategies | | Non-U.S. Revenue | >25% non-U.S. revenues |
2024 Compensation Peer Group
The following companies constitute the Company’s peer group, which applies to all of our named executive officers, including our Chief Executive Officer, and remains unchanged from 2023:
2024 Compensation Peer Group
| Industry | Company Name | | 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. |
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 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.
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 cash flow metrics to determine annual cash incentive awards ●Compensation is linked to sustainability performance through our inclusion and evaluation of sustainability-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 and Cash Flow 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 |
Base Salary
Base Salary The purpose of base salary is to: ●provide financial predictability and stability through fixed compensation that is less than a majority of total direct compensation at target for the named executive officers ●provide fixed compensation at market-competitive rates that will attract new executives and retain our existing executives ●provide fixed compensation that reflects the scope, scale and complexity of the executive role 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.
Short-Term Incentive Awards
Short-Term Incentive Awards
Overview
| Base SalaryX | Target IncentiveX | Formula-Based Payout Factor | (±) | Individual Performance Adjustment | = | Award Payout |
Formula-based payout factor
Formula-based payout factor The Formula-Based Payout Factor reflects the weighted achievement with respect to four performance measures: Revenue/Profit and Cash Flow, which evaluate corporate performance; and Operational/Strategic and Leadership/Sustainability, which are tailored for each named executive officer.
Performance measures
Performance measures The four performance measures that determine the Formula-Based Payout Factor for the 2024 Annual Plan are described below.
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 Quarterly Average Net Days Sales Outstanding and Capital Intensity 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. | | 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. |
Weightings
Weightings Each year, the LDC Committee assigns each of the 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 four performance measures. For 2024, the weightings are set forth below under the section entitled “—2024 Compensation Determinations—2024 Short-Term Incentive Awards—Weightings.”
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% |
Metrics for the other performance measures
Metrics for the other performance measures For each of the other three performance measures, the LDC Committee assigns a rating of 1–5 points for each of the underlying metrics based on the following criteria:
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 |
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.
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 | —% | 75% |
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 2024 performance measures, are summarized below under “—2024 Compensation Determinations—2024 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.
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 judgment. 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 2024 with respect to the Annual Plan are discussed below under the section entitled “—2024 Compensation Determinations—2024 Short-Term Incentive Awards.”
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. In 2024, 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.
Long-Term Incentive Awards
| | Percentage of LTI Total | | LTI Award Component | 2024 | | Performance Shares | 75% | | Stock Appreciation Rights | 25% |
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 2024 will be earned based on our financial results over the three-year period from January 1, 2024 through December 31, 2026, generally subject to the executive’s continued service with the Company through the end of the performance period.
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.
Metrics for performance shares
| Performance Metric | Description and Reason Selected |
Metrics for performance shares
Relative Total Stockholder Return ●“Relative Total Stockholder Return” or “Relative TSR” (TSR) is a measure of the Company’s stockholder value creation relative to an appropriate market 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. * 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. To appropriately incentivize executive management to deliver long-term value to our stockholders above the maximum threshold and even out the distortive effect caused by achievement over the maximum threshold, the base year Adjusted Diluted EPS for all outstanding performance share awards, will be the prior year’s (i) actual Adjusted Diluted EPS results or (ii) Adjusted Diluted EPS based on the maximum level of achievement for the preceding three-year performance period, whichever is lower.
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: ●The Company’s non-binding grant guidelines ●A review of peer group 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 The LDC Committee’s determinations with respect to long-term incentive award grants to our named executive officers during 2024 are discussed below, under the section entitled “—2024 Compensation Determinations—2024 Long-Term Incentive Awards.” Below we discuss the LDC Committee’s key compensation decisions in setting 2024 base salary and short- and long-term incentives. The LDC Committee’s process for determining executive compensation, and the specific terms of each compensation component, are described above, under “—Overview of Our Executive Compensation Program” and “—Elements of Compensation.”
2024 Short-Term Incentive Awards
2024 Short-Term Incentive Awards
Target incentive
Target incentive Each of our named executive officers was eligible for an annual short-term incentive award for their work in 2024 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 2024 under the Annual Plan was as follows:
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 | 100% | | Bhavik Patel | 85% | | Eric M. Sherbet | 85% |
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.
Performance measures
| Performance measures | Metrics used to assess performance | | Financial Measures | | | Revenue/Profit | ●Revenue ●Adjusted EBITDA ●Adjusted Diluted EPS | | Cash Flow | ●Free Cash Flow as a Percent of Adjusted Net Income ●Quarterly Average Net Days Sales Outstanding ●Capital Intensity | | Operational/Strategic | Varies by individual | | Leadership/Sustainability | Varies by individual |
Revenue/Profit performance measure
| Metric | Threshold (75% payout) | Target (100% payout) | Maximum (200% payout) | 2024 Actual Achievement | Unweighted Payout | Weight | Weighted Payout | | Revenue(1) | $13,175 | $15,500 | $17,825 | $15,405 | 99.0% | 30.0% | 29.7% | | Adjusted EBITDA(1)(2) | $3,145 | $3,700 | $4,255 | $3,684 | 99.3% | 30.0% | 29.8% | | Adjusted Diluted EPS(2) | $9.31 | $10.95 | $12.59 | $11.13 | 111.0% | 40.0% | 44.4% | | | | | | Final Payout | | | 103.9% |
Individual performance measures
Individual performance measures The LDC Committee set individualized metrics for each named executive officer in February 2024 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 2024 accomplishments for each.
Individual performance measures
| Ari Bousbib Chairman and Chief Executive Officer | | | Operational/Strategic Performance Measure Metrics | Key Achievements | | Achieve operational and strategic objectives | ●Exceeded cost reduction target by 16% ●Expanded Adjusted EBITDA margins by 10 basis points over prior year, significantly beating the average of our compensation peer group(1) ●Returned $1.35 billion in cash to stockholders through the repurchase of over 6.4 million shares, exceeding target ●Reduced net interest expense to $623 million, $13 million less than prior year despite $198 million increase in capital deployment ●Deployed $883 million of capital on strategic acquisitions and other investments across all parts of the business, delivering a significant increase in revenue from acquisitions in 2024 compared to 2023, which exceeded target, and overall growth in line with acquisition strategy ●Completed successful internal reorganization of several business functions to drive greater innovation and efficiency; exceeding synergy targets ●Extended term of $550 million receivables loan facility to mature in October 2027 ●Led the industry in global public health, achieving 83% revenue growth since 2023, and further cemented relationships with numerous government agencies and NGOs; selected as only CRO to participate in WHO Global Clinical Trial Forum | | Accelerate R&DS growth | ●Delivered record-breaking, industry leading contracted backlog of $31.1 billion, 5.5% growth at constant currency compared to 2023, exceeding expectations ●Successfully renewed every existing key strategic partnership up for negotiation in 2024, added new partnerships and expanded scope of services provided to existing clients, resulting in our having strategic relationships with 22 out of the top 25 pharmaceutical companies by revenue ●Added ~400 net new R&DS customers in 2024, exceeding target ●Delivered on IQVIA Laboratories revenue growth targets year-over-year, increased net new business by 15% and further expanded lab footprint and discovery capabilities ●Expanded R&DS global public health business, achieving more than 150% growth in 2024 and more than 100% in gross new business targets, significantly exceeding target, and expanded footprint in Africa |
Individual performance measures
(1)Compensation peer group information from Factset based on actual results and consensus estimates as of February 10, 2025. See reconciliations of non-GAAP items in Appendix A of this Proxy Statement.
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 | ●Real World Solutions returned to double-digit revenue growth compared to 2023 ●Ranked No. 1 solutions provider in 2024 Global RWE Markets & Markets Report; Named as a leader in Life Sciences Regulatory and Medical Affairs Operations by Everest Group PEAK Matrix® Assessment 2024; IQVIA was recognized in ISR report as No. 1 eCOA leader and received the Bronze Stevie award ●Continued investment in our real world data capabilities, with more than 1.2 billion comprehensive, longitudinal, non-identified unique patient records ●Expanded IQVIA’s position as a scientific thought leader in real world evidence, publishing more than 250 scientific publications, including 15+ on the defensible use of AI, exceeding target ●Accelerated growth of IQVIA’s Medical Affairs business with revenues increasing by more than 100% from 2023 ●Completed strategic acquisition enabling the Company to further enhance its offerings measuring outcomes in clinical research and practices, exceeding expectations ●Increased our activities in genomics and precision medicine to help reduce adverse drug reactions, improve treatment and shape the future of healthcare, by adding to our genomic datasets, projects and methodologies (including CAR T-cell therapy); and added seven laboratory partners across new regions and countries and three technology partners, exceeding expectations ●Strong established relationships with 500+ patient organizations, increasing from 300 in 2023 | | Execute on our commercial solutions strategy | ●Led overall business strategy of TAS business unit, resulting in recovery of TAS in second half of 2024, exceeding target ●Spearheaded execution of IQVIA’s AI strategy and coordination of its cross-functional and cross-enterprise working groups to advance the Company’s AI initiatives. This effort led to the launch of 39 new AI-enabled applications, including IQVIA AI Assistant, and the Healthcare-grade AI™ campaign, demonstrating IQVIA’s long history in advancing healthcare through AI and machine learning and differentiating IQVIA’s capabilities ●Exceeded revenue target for Consumer Health business unit, achieving double-digit growth ●Successfully completed a strategic acquisition in the Consumer Health segment, achieving target ●Successfully expanded IQVIA’s commercial patient offerings, onboarding five new clients, several of which were top-20 pharmaceutical companies by revenue ●Enhanced digital capabilities outside the United States, doubling the number of websites, publishers and partners that are integrated into our digital network, and increasing revenue year-over-year ●Continued to advance our leadership in analytics offerings through our commercial technology business by, in part, developing a connected ecosystem of applications, resulting in revenue growth of 20% for these applications ●Received multiple industry awards, including PM360 Innovation Award in AI Category for IQVIA AI Assistant; MedTech Breakthrough award for Best Use of AI for SmartSolve eQMS; Frost and Sullivan award for Customer Value Leadership for SmartSolve eQMS; and Forbes award for World’s Best Healthcare and Life Sciences Management Consulting Firms. Also recognized in ten categories in Gartner Hype Cycle for Life Sciences Commercial Operations. |
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.
Individual performance measures
| Ari Bousbib Chairman and Chief Executive Officer | | | Leadership/Sustainability Performance Measure Metrics | Key Achievements | | Develop and retain talent | ●Maintained overall IQVIA attrition rates well below pre-pandemic levels with 12-month trailing attrition decreasing from 11.4% in 2023 to 10.4% in 2024 ●Maintained high employee engagement across the organization based on the 2024 employee engagement surveys, with an overall score of 79.7%, significantly exceeding the Fortune 500 industry average of 73.6%. Notably, over 83% of employees responded that they see a clear link between their work and IQVIA’s vision to power smarter healthcare for everyone, everywhere (2 points above the Fortune 500 Benchmark) ●94.5% of employees responded that they are aware of how to report ethical concerns, three points above Fortune 500 benchmark and 1.6 points better than 2023 ●Developed and launched new technology tools to scale data driven assessments to identify potential productivity savings ●IQVIA was awarded four Human Capital Management Excellence Awards from the Brandon Hall Group in the areas of (i) best innovative learning and development program, (ii) best talent acquisition program, (iii) best new hire onboarding program and (iv) best advance in custom content ●Mentored numerous high potential employees by directing leadership and development initiatives, including our Future Leaders program, spearheading the implementation of a new general management acceleration program, encouraging business unit engagement initiatives and conducting in-person town halls and 1:1s with key talent across the world | | Sustainability | ●Significant advancement in sustainability efforts: ØSignificantly decreased Scope 3 emissions by 11% in absolute terms, and 50% of our suppliers now have or have committed to developing emissions reduction goals Ø100% of IQVIA’s 17 laboratories are now My Green Lab (MGL) certified. IQVIA received the MGL Race to Zero Leadership Award, as the first company to certify more than 95% of its labs ØRemoved almost 3 metric tons of single-use plastics from the outer packaging of clinical test kits from our supply chain and avoided 384 metric tons of CO2e in lab freezer waste, winning the top biorepository award from the International Institute of Sustainable Labs ØIncreased our use of electricity sourced from renewables to 70% of lab activity with our move to a new lab in Valencia with improved refrigeration efficiency and 100% renewable electrical supply ØDecreased real estate footprint by 12% ●MSCI and Sustainalytics sustainability ratings maintained or improved from prior year ●Increased membership in Employee Resource Groups (ERG), including a 30% increase in our Disability and Carers Network ERG, and added two new ERGs: Working Parents Advocates (WPA) and Living with Illness: Focus & Togetherness ●Led the industry in enhancing the representation of diverse patient populations in clinical trials with over 20 approvals of FDA diversity plans and 15 genomic data sets |
Individual performance measures
| Ari Bousbib Chairman and Chief Executive Officer | | | Leadership/Sustainability Performance Measure Metrics | Key Achievements | | Effective oversight of corporate governance matters | ●Incorporated important governance changes in response to investor feedback including adopting a Political Activity Policy and publishing an inaugural Annual Political Spend Report, increasing transparency around our limited political spending ●Completed declassification of the Board: all of our director nominees are up for election to one-year terms ●Further streamlined our short-term incentive award program to be based on four performance measures instead of five ●Provided strong leadership for Ethics & Compliance Program | | Stockholder engagement and value creation | ●Ended 2024 with 21 of 25 analysts issuing a “Buy” rating and none with a “Sell” rating ●Drove strong stockholder engagement by personally meeting with 90 unique buyside investment firms and 125 unique buy side individuals and hosting Investor Day at our Innovation Park headquarters in December 2024 with more than 500 participants ●For the eighth year in a row, IQVIA was named one of the World’s Most Admired Companies™ in FORTUNE’s annual survey. For the fourth year in a row, IQVIA was named the number one most admired company in our category, Healthcare: Pharmacy and Other Services. Notably, IQVIA earned top rankings in the categories of innovation, global competitiveness, people management and use of corporate assets |
Individual performance measures
Based on these achievements, the LDC Committee assessed a total score of 16 out of a possible 20 points for this performance measure, which results in a 175% 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.
Individual performance measures
| Ronald E. Bruehlman Executive Vice President and Chief Financial Officer | | | Operational/Strategic Performance Measure Metrics | Key Achievements | | Deliver on long term operational and strategic goals | ●Delivered record-breaking, industry leading contracted backlog of $31.1 billion, 5.5% growth at constant currency compared to 2023, exceeding expectations ●Expanded Adjusted EBITDA margins by 10 basis points over prior year, beating the average of our compensation peer group(1) ●Reduced Adjusted Tax Rate by 160 basis points over prior year, exceeding target ●Reduced Adjusted Cash Tax Rate by 250 basis points over prior year, exceeding target and better than prior year ●Exceeded cost reduction target by 16% ●Reduced net interest expense to $623 million, $13 million less than prior year despite $198 million increase in capital deployment ●Extended term of $550 million receivables loan facility to mature in October 2027 ●Reduced finance costs as a percentage of revenue for the fifth consecutive year ●Deployed $883 million of capital on strategic acquisitions and other investments across all parts of the business, delivering a significant increase in revenues from acquisitions in 2024 compared to 2023, which exceeded target, and overall growth in line with acquisition strategy | | Deliver increased stockholder value | ●Returned $1.35 billion in cash to stockholders through the repurchase of over 6.4 million shares, exceeding target ●Ended 2024 with 21 of 25 analysts issuing a “Buy” rating and none with a “Sell” rating ●Drove strong stockholder engagement by personally meeting with 204 unique buy side investment firms and 307 unique buy side individuals and hosting Investor Day at our Innovation Park headquarters in December 2024 with more than 500 participants | | 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 |
Individual performance measures
Based on these achievements, the LDC Committee assessed a total score of 12 out of a possible 20 points for this performance measure, which results in a 125% 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. (1) Compensation peer group information from Factset based on actual results and consensus estimates as of February 10, 2025. See reconciliations of non‑GAAP items in Appendix A of this Proxy Statement.
Individual performance measures
| Ronald E. Bruehlman Executive Vice President and Chief Financial Officer | | | Leadership/Sustainability Performance Measure Metrics | Key Achievements | | Develop and retain key talent | ●Maintained overall IQVIA attrition rates well below pre-pandemic levels with 12-month trailing attrition decreasing from 11.4% in 2023 to 10.4% in 2024 ●Completed realignment of largest Asia Pac finance organization ●Reorganized finance function in connection with internal reorganization of several of our business functions across the organization, achieving cost synergies target | | Execute on employee engagement survey results | ●Implemented action plan to respond to survey results, including regular communications during management meetings, town halls and 1:1s ●Maintained high employee engagement across the organization based on the 2024 employee engagement surveys, with an overall score of 79.7%, significantly exceeding the Fortune 500 industry average of 73.6%. Notably, over 83% of employees responded that they see a clear link between their work and IQVIA’s vision to power smarter healthcare for everyone, everywhere (2 points above the Fortune 500 Benchmark) | | Further global Sustainability program | ●Significant advancement in sustainability efforts: ØSignificantly decreased Scope 3 emissions by 11% in absolute terms, and 50% of our suppliers now have or have committed to developing emissions reduction goals Ø100% of IQVIA’s 17 laboratories are now My Green Lab (MGL) certified. IQVIA received the MGL Race to Zero Leadership Award, as the first company to certify more than 95% of its labs ØRemoved almost 3 metric tons of single-use plastics from the outer packaging of clinical test kits from our supply chain and avoided 384 metric tons of CO2e in lab freezer waster, winning the top biorepository award from the International Institute of Sustainable Labs ØIncreased our use of electricity sourced from renewables to 70% of lab activity with our move to a new lab in Valencia with improved refrigeration efficiency and 100% renewable electrical supply ØDecreased real estate footprint by 12% ●MSCI and Sustainalytics sustainability ratings maintained or improved from prior year ●Received positive feedback from investors on our continued improvement in Sustainability Report | | Refine succession plans for key talent | ●Refined finance succession plans ●Mentored potential successors |
Individual performance measures
Based on these achievements, the LDC Committee assessed a total score of 12 out of a possible 20 points for this performance measure, which results in a 125% 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.
Individual performance measures
| W. Richard Staub, III President, Research & Development Solutions | | | Operational/Strategic Performance Measure Metrics | Key Achievements | | Deliver on long term operational and strategic goals | ●Exceeded R&DS cost reduction target in 2024, building on the significant cost reductions previously implemented in 2023 ●Increased lab footprint and discovery capabilities and exceeded revenue and net new business targets ●Achieved two-day improvement in Quarterly Average Net Days Sales Outstanding and a 7.9% improvement in cash collections over prior year ●Added ~400 net new R&DS customers, exceeding target | | Achieve backlog and net new business targets | ●Delivered record-breaking, industry leading contracted backlog of $31.1 billion, 5.5% growth at constant currency compared to 2023, exceeding expectations ●Achieved 113% of gross new business targets for key therapeutic areas (FSP, Lab, DSSM, Specialty) | | Execute Emerging Bio Pharma Sales Initiative | ●Developed and launched new sales strategy using customer insights in more than 100 opportunities valued at $4.7 billion, exceeding expectations ●Added more than 300 new EBP customers in 2024, exceeding target | | Launch / expanded growth in new services | ●Successfully renewed every existing key strategic partnership up for negotiation in 2024, added new partnerships and expanded scope of services provided to existing clients, resulting in our having strategic relationships with 22 out of the top 25 pharmaceutical companies by revenue ●Developed and launched new integrated delivery models, resulting in additional lab and safety wins ●Expanded R&DS global public health business, achieving more than 150% growth in 2024 and more than 100% in gross new business targets, significantly exceeding target, and expanded footprint in Africa |
Individual performance measures
Based on these achievements, the LDC Committee assessed a total score of 8 out of a possible 20 points for this performance measure, which results in a 75% 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.
Individual performance measures
| W. Richard Staub, III President, Research & Development Solutions | | | Leadership/Sustainability Performance Measure Metrics | Key Achievements | | Develop and retain key talent | ●Conducted multiple leadership programs targeted at various levels of the organization, including Global Leadership Program and Future Leaders Program, and launched a new program specifically focused on general management to accelerate progression ●95% of R&DS people managers have specific engagement and retention goals, which are used to inform compensation decisions ●Mentored key IQVIA R&DS leadership talent | | Execute on employee engagement survey results | ●Designed and executed on detailed employee engagement action plans for each senior leadership team member ●Embedded employee survey metrics into management cadence, employee events and virtual townhalls ●Maintained high employee engagement across the organization based on the 2024 employee engagement surveys, with an overall score of 79.7%, significantly exceeding the Fortune 500 industry average of 73.6%. Notably, over 83% of employees responded that they see a clear link between their work and IQVIA’s vision to power smarter healthcare for everyone, everywhere (2 points above the Fortune 500 Benchmark) | | Execute on workforce optimization strategy | ●Significantly reduced third party contractor headcount by 33% from 2023, substantially reducing spend in this high-cost category, exceeding target ●Implemented model to improve resource forecasting process using data-driven inputs, exceeding forecasting goal of driving down the variance between actual and forecast amounts ●Conducted significant reorganizations of various business functions, including creating a discovery labs team, realigning operations, and setting up new customer delivery units, to drive business strategy and optimize capabilities | | Refresh senior leadership succession plans | ●Conducted extensive work on R&DS senior leadership succession planning, including completing a cross-business unit succession planning and talent collaboration with other business units ●Refreshed all key talent succession plans |
Individual performance measures
Based on these achievements, the LDC Committee assessed a total score of 13 out of a possible 20 points for this performance measure, which results in a 126% 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.
Individual performance measures
| Bhavik Patel President, Commercial Solutions | | | Operational/Strategic Performance Measure Metrics | Key Achievements | | Deliver on core operational and strategic goals | ●Implemented comprehensive operational excellence initiatives, exceeding cost reduction target by 28% ●Successfully executed a strategic acquisition in our Consumer Health segment, achieving target ●Completed successful internal reorganization of several business functions into a newly-formed Analytics Center of Excellence and reorganized certain delivery functions to drive greater innovation and efficiency; exceeding synergy targets | | Enhance and launch best in class analytics products | ●Executed IQVIA’s AI strategy and coordination of its cross-functional and cross-enterprise working groups to advance the Company’s AI initiatives. This effort led to the launch of 39 new AI-enabled applications, including IQVIA AI Assistant, and the Healthcare-grade AI™ campaign, demonstrating IQVIA’s long history in advancing healthcare through AI and machine learning and differentiating IQVIA’s capabilities ●Continued to advance our leadership in analytics offerings through our commercial technology business by, in part, developing a connected ecosystem of applications, resulting in revenue growth of more than 20% for these applications ●Successfully expanded IQVIA’s commercial patient offerings, onboarding five new clients, several of which were top-20 pharmaceutical companies by revenue | | Expand portfolio and drive value in business segments | ●Expanded our Consumer Health business segment, significantly exceeding revenue target by more than 125% ●Successfully launched and commercialized a data audit offering to the MedTech customer base, including three of the top 20 MedTech companies, achieving target ●Received multiple industry awards, including PM360 Innovation Award in AI Category for IQVIA AI Assistant; MedTech Breakthrough award for Best Use of AI for SmartSolve eQMS; Frost and Sullivan award for Customer Value Leadership for SmartSolve eQMS; and Forbes award for World’s Best Healthcare and Life Sciences Management Consulting Firms. Also recognized in ten categories in Gartner Hype Cycle for Life Sciences Commercial Operations. ●Enhanced digital capabilities outside the United States, doubling the number of websites, publishers and partners that are integrated into our digital network, and increasing revenue year-over-year |
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.
Individual performance measures
| Bhavik Patel President, Commercial Solutions | | | Leadership/Sustainability Performance Measure Metrics | Key Achievements | | Develop and retain key talent | ●Conducted significant efforts in developing successors across the business unit, with more than 50% of all leaders having ready-now successors ●Conducted regular mentoring of high potentials during monthly business reviews and provided them with opportunities to collaborate and enhance their leadership skills | | Demonstrate effective leadership of Commercial Solutions | ●Influenced tactical and strategic priorities of the regional business units focusing on issues important to our customers ●Led the development of IQVIA’s AI strategy and supported the coordination of its cross-functional and cross-enterprise working groups to advance the Company’s AI initiatives. This effort led to the launch of 39 new AI-enabled applications, including IQVIA AI Assistant, and the IQVIA Healthcare-grade AI™ campaign, demonstrating IQVIA’s long history in advancing healthcare through AI and Machine Learning and differentiating IQVIA’s capabilities ●Successfully advanced the integration of strategic acquisition through change management, regular meeting cadence and rolling out comprehensive training processes | | Execute on employee engagement survey results | ●Maintained high employee engagement across the organization based on the 2024 employee engagement surveys, with an overall score of 79.7%, significantly exceeding the Fortune 500 industry average of 73.6%. Notably, over 83% of employees responded that they see a clear link between their work and IQVIA’s vision to power smarter healthcare for everyone, everywhere (2 points above the Fortune 500 Benchmark) | | Establish culture of innovation and operational excellence | ●Demonstrated exemplary operational excellence, with successful reorganization and integration of strategic acquisition, exceeding plan without impacting business or growth in AI capabilities ●Established culture of operational excellence through leadership meetings, monthly community calls, newsletter sections on productivity, and articles on Commercial Solutions’ intranet |
Individual performance measures
Based on these achievements, the LDC Committee assessed a total score of 12 out of a possible 20 points for this performance measure, which results in a 125% 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.
Individual performance measures
| Eric M. Sherbet Executive Vice President, General Counsel and Secretary | | | Operational/Strategic Performance Measure Metrics | Key Achievements | | Deliver on long term operational and strategic goals | ●Delivered on financial plan and all productivity metrics for Legal and Compliance functions ●Outperformed on metric for legal costs as percentage of revenue | | Achieve favorable outcomes on litigation | ●Managed ongoing litigations favorably for IQVIA ●Settled significant litigations on favorable terms for IQVIA | | Continue to enhance stockholder engagement | ●Continued improvement on say-on-pay “FOR” votes, achieving 84% support, above target and a 4% increase from the last say-on-pay in 2023 ●All directors received results in favor of their election ●Continued favorable feedback from investors on proxy disclosure and engagement program | | Provide effective support of M&A program | ●Provided effective legal support for all acquisition and investment activity ●Drove multiple initiatives related to changing regulatory environment, including laws related to antitrust, sanctions, privacy, AI, and information governance |
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.
Individual performance measures
| Eric M. Sherbet Executive Vice President, General Counsel and Secretary | | | Leadership/Sustainability Performance Measure Metrics | Key Achievements | | Develop and retain key talent | ●Re-organized Legal leadership team to provide increased responsibilities to other leaders, strengthening bench ●Backfilled several leaders with internal resources, providing them with additional opportunities for growth ●Implemented regular sessions for legal leaders to collaborate and share insights | | Execute on employee engagement survey results | ●Rolled out promotions and new leadership opportunities to address engagement scores on career goals ●Maintained high employee engagement across the organization based on the 2024 employee engagement surveys, with an overall score of 79.7%, significantly exceeding the Fortune 500 industry average of 73.6%. Notably, over 83% of employees responded that they see a clear link between their work and IQVIA’s vision to power smarter healthcare for everyone, everywhere (2 points above the Fortune 500 Benchmark) ●94.5% of employees responded that they are aware of how to report ethical concerns, three points above Fortune 500 benchmark and 1.6 points better than 2023 |
Individual performance measures
| Eric M. Sherbet Executive Vice President, General Counsel and Secretary | | | Leadership/Sustainability Performance Measure Metrics | Key Achievements | | Further global Sustainability program | ●Significant advancement in sustainability efforts: ØSignificantly decreased Scope 3 emissions by 11% in absolute terms, and 50% of our suppliers now have or have committed to developing emissions reduction goals Ø100% of IQVIA’s 17 laboratories are now My Green Lab (MGL) certified. IQVIA received the MGL Race to Zero Leadership Award, as the first company to certify more than 95% of its labs ØRemoved almost 3 metric tons of single-use plastics from the outer packaging of clinical test kits from our supply chain and avoided 384 metric tons of CO2e in lab freezer waste, winning the top biorepository award from the International Institute of Sustainable Labs ØIncreased our use of electricity sourced from renewables to 70% of lab activity with our move to a new lab in Valencia with improved refrigeration efficiency and 100% renewable electrical supply ●MSCI and Sustainalytics sustainability ratings maintained or improved from prior year ●Received positive feedback from investors on our continued improvement in Sustainability Report | | Provide effective oversight and support of corporate governance matters | ●Incorporated important governance changes in response to investor feedback including adopting a Political Activity Policy and publishing an inaugural Annual Political Spend Report, increasing transparency around our limited political spending ●Completed declassification of the Board: all of our director nominees are up for election to one-year terms ●Further streamlined our short-term incentive award program to be based on four performance measures instead of five ●Provided strong leadership for Ethics & Compliance program |
Individual performance measures
Based on these achievements, the LDC Committee assessed a total score of 13 out of a possible 20 points for this performance measure, which results in a 126% 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. 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.
Individual performance measures
| Named Executive Officer | Operational/Strategic Performance Measure | Leadership/Sustainability Performance Measure | | Ari Bousbib | 142% | 175% | | Ronald E. Bruehlman | 125% | 125% | | W. Richard Staub, III | 75% | 126% | | Bhavik Patel | 142% | 125% | | Eric M. Sherbet | 142% | 126% |
Individual performance measures
As a result of the Company’s many accomplishments despite the challenging year, the LDC Committee strongly considered individual performance adjustments for the named executive officers based on the significant achievements set forth in the tables below.
Individual performance measures
| Named Executive Officer | Individual Performance Adjustment | | Ari Bousbib | ●Demonstrated strong leadership navigating the Company through the considerable macroenvironmental and industry challenges IQVIA faced this year, such as client portfolio reprioritizations as a consequence of the Inflation Reduction Act, delayed customer decision making, persistent high inflation, the unprecedented rise in global interest rates and the slower than expected cuts to those rates, foreign currency headwinds, geopolitical unrest, the uncertainty of elections in the United States and around the world and other turmoil ●Continued to manage the business through extraordinary geopolitical challenges. Ensured patients in Ukraine, Russia, and Israel maintained access to life saving medicines and clinical trials throughout the conflicts. Supported IQVIA employees directly impacted through financial, logistical and technology support ●Delivered exceptional Free Cash Flow of $2.1 billion, 104% of Adjusted Net Income, higher than target range of 80-90% and up 40.9% compared to 2023. Achieved Net Leverage Ratio of 3.33x trailing 12 month Adjusted EBITDA compared to 3.45x at December 31, 2023 despite a $198 million increase in capital deployment ●Reduced Adjusted Tax Rate by 160 basis points over last year, exceeding target and reduced Adjusted Cash Tax Rate by 250 basis points over last year, exceeding target ●In addition to the AI achievements noted under his operational/strategic performance measure, Mr. Bousbib also directed IQVIA’s efforts to responsibly integrate use of AI into IQVIA’s business model, including targeted enhancements to our privacy and security protocols, achieving internal productivity savings from automation/AI efforts, and significantly increasing use of AI/automation in clinical trials, deploying AI in 100% of applicable clinical tech products; and established IQVIA’s position as a thought leader and driver of AI standards and governance by establishing our new Center for Defensible Use of Data and AI and our AI Governance Council, publishing more than 15 articles on defensible AI ●Led the industry in global public health, achieving 83% revenue growth since 2023, increasing revenue in our R&DS public health business by more than 150% in 2024. Further cemented our relationships with government agencies and NGOs and enhanced our reputation as a leader in vaccine and outbreak response. Not only were we selected to be the only CRO to participate in WHO Global Clinical Trial Forum, but we also have been chosen to assist with the eradication of several significant outbreaks, including Marburg virus disease, Mpox and polio ●Continued to deliver on our future skills strategy with talent management approaches that include: promoting our One IQVIA, Multiple Careers model, building future skills through the IQVIA Learning Academy (215,000 visits) with new learning paths aligned to business needs (artificial intelligence, evolving leadership, data insights), and using technology to match employees to open roles and projects (37,000 registered users on Career Connections platform). Increased the number of roles filled internally to 30.5%, exceeding target and achieved attrition of 10.4%, well below pre-pandemic levels | | Ronald E. Bruehlman | ●Delivered Free Cash Flow of $2.1 billion, 104% of Adjusted Net Income, significantly higher than target range of 80% to 90% and $614 million (or 40.9%) better than prior year ●Achieved Net Leverage Ratio of 3.33x trailing 12-month Adjusted EBITDA compared to 3.45x at December 31, 2023 despite a $198 million increase in capital deployment ●Expanded Adjusted EBITDA margins by 10 basis points despite difficult macroeconomic and industry environment including significant pricing pressures, beating average of compensation peer group |
Individual performance measures
| Named Executive Officer | Individual Performance Adjustment | | W. Richard Staub, III | ●Continued to manage business through extraordinary geopolitical challenges and increasing and ever-changing regulatory requirements, enabling clinical trials to proceed and ensuring patients in Ukraine, Russia, and Israel maintained access to life saving medicines. Supported IQVIA employees directly impacted through financial, logistical and technology support ●Achieved acquisition objectives by closing multiple strategic deals, including a strategic acquisition in the MedTech space ●Accelerated net new business growth for our decentralized trials (DCT) offering, achieving large wins with two top-10 pharmaceutical clients by revenue ●Significantly increased use of AI and automation in clinical trials, deploying AI in 100% of applicable clinical technology products, exceeding target and providing significant productivity and improved execution in protocol design, site selection, trial documents, pathology reports and quality management, among other activities | | Bhavik Patel | ●Positioned IQVIA for further growth by developing a comprehensive plan for Agentic AI, including opportunity assessment, workflow prioritization, partner selection and engagement, and governance ●Established a Center of Excellence to drive patient engagement opportunities across clinical, real world and commercial ●Established enterprise-wide licensing programs extending standard terms over local and subnational contracts, ensuring data is appropriately licensed across the Company and protecting IQVIA intellectual property | | Eric M. Sherbet | ●Effectively managed complex and rapidly evolving legal situations related to Russia, Ukraine and Israel. Navigated evolving and complex regulatory and legal landscape, ensuring IQVIA’s businesses remained operational in these challenging environments and that patients could continue to receive life-saving medicines ●Spearheaded launch of “Ethics Day 2024” with a focus on behavior based decision-making and helping employees to speak up when they spot ethical concerns. As a result, 94.5% of IQVIA employees say they are aware of how to report ethical concerns or observed misconduct, exceeding F500 industry benchmark ●Provided effective guidance to business stakeholders on ever-changing regulatory environment with respect to various laws relevant to the Company, including antitrust, privacy, information governance, AI, and sanctions |
Individual performance measures
| Named Executive Officer short-term incentive award determinations | | As noted above, the LDC Committee strongly considered individual performance adjustments for the named executive officers based on the significant achievements described in the preceding tables despite a number of challenging macroenvironmental and industry factors, including client portfolio reprioritizations in response to the Inflation Reduction Act, the slowdown in discretionary spending by our pharmaceutical and biotechnology clients, persistent high inflation, the unprecedented rise in global interest rates and the slower than expected cuts to those rates, foreign currency headwinds, geopolitical unrest, uncertainty related to elections in the United States and around the world and other turmoil. Despite the LDC Committee’s belief that an individual performance adjustment was warranted, our CEO requested that he receive no individual performance adjustment, and further that, in light of the difficult environment, his calculated Annual Plan payout based on the formula-based performance payout factor be reduced from the calculated 139.6% payout to no more than 100% of target. In addition, our CEO requested that the other named executive officers receive Annual Plan payouts based on the calculated formula-based performance payout factor but with no individual performance adjustments. The LDC Committee accepted the CEO’s request and the Board approved, at the recommendation of the LDC Committee, a final Annual Plan payout to the CEO of 100% of target. For the other named executive officers, the LDC Committee approved Annual Plan payouts as calculated with no individual performance adjustments. |
Individual performance measures
The table below summarizes the final Annual Plan payouts to our named executive officers for 2024:
Individual performance measures
| Named Executive Officer | Prorated Base Salaryx | Target Incentivex | Formula-Based Performance Payout Factor | = | Calculated Payout | (+/-) | Individual Performance Adjustment | = | Final Payout(1) | | Ari Bousbib | $1,800,000 | 200% | 139.6% | | $5,023,800 | | 0% | | $3,600,000(2) | | Ronald E. Bruehlman | $905,000 | 100% | 136.9% | | $1,239,221 | | 0% | | $1,239,221 | | W. Richard Staub, III | $800,000 | 100% | 109.9% | | $879,332 | | 0% | | $879,332 | | Bhavik Patel(3)(4) | $453,754 | 85% | 123.3% | | $475,529 | | 0% | | $475,529 | | Eric M. Sherbet(3) | $647,750 | 85% | 128.5% | | $707,432 | | 0% | | $707,432 |
Individual performance measures
(1)For additional information on how the final payouts were determined, please see above under “—Named Executive Officer short-term incentive award determinations.” (2)Our CEO requested that he receive no individual performance adjustment, and further that, in light of the difficult environment, his final Annual Plan payout be reduced from the calculated, formula-based payout of $5,023,800, or 139.6% of target, to no more than $3,600,000, or 100% of target. (3)Base salary prorated as of October 1, 2024. (4)For Mr. Patel, who is based in the U.K., his 2024 base salary has been converted from GBP to U.S. dollars using the average of the monthly average exchange rates for 2024 (~1.28 USD/GBP).
2024 Long-Term Incentive Awards
2024 Long-Term Incentive Awards The LDC Committee met on February 6, 2024 to determine 2024 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.”
2024 Long-Term Incentive Awards
| Named Executive Officer | Performance Shares | SARs | | Ari Bousbib | $15,749,918 | $4,489,065 | | Ronald E. Bruehlman | $4,499,854 | $1,499,993 | | W. Richard Staub, III | $7,999,826 | $999,940 | | Bhavik Patel | $1,499,951 | $499,970 | | Eric M. Sherbet | $2,062,379 | $687,487 |
2024 Long-Term Incentive Awards
Mr. Staub served as President, Research & Development Solutions from 2016 to 2022, at which time he transitioned to being a senior advisor to the CEO. In recognition of his service and in connection with his appointment to resume the role of President, Research & Development Solutions upon the unplanned departure of the prior leader of that business unit, in January 2024, the LDC Committee increased the number of performance shares granted to Mr. Staub. These shares carry identical performance criteria as the standard three-year performance shares. This award incentivizes Mr. Staub’s continued leadership and helps to ensure executive continuity. The 2024-2026 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:
2024 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% |
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 2024. 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 was critical to the Company’s success in 2023 withstanding the effects of a series of macroeconomic and geopolitical headwinds and other dynamics outside the Company’s control, including but not limited to, unprecedented rise in global interest rates, global recession fears, impact of the Inflation Reduction Act, slowdown in discretionary spending by our pharmaceutical and biotechnology clients, increase in the UK corporate tax rate, ongoing regional wars, and a weakened Chinese economy. In particular, the Company quickly responded to these challenges as they occurred, putting in place targeted action plans to help mitigate these risks, while ensuring we continued to deliver strong results, further optimized our cost structure, strengthened the balance sheet, invested in the business and returned capital to our stockholders. 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 eighth year in a row, IQVIA was named one of the World’s Most Admired Companies™ in FORTUNE’s annual survey. For the fourth year in a row, IQVIA was named the number one most admired company in our category, Healthcare: Pharmacy and Other Services. Notably, IQVIA earned top rankings in the categories of innovation, global competitiveness, people management 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 2024.
Achievement determinations for 2022-2024 performance shares
Achievement determinations for 2022-2024 performance shares Performance share awards granted to our named executive officers on February 10, 2022, 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 2022-2024 performance shares ended on December 31, 2024. 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. The LDC Committee has broad authority under the 2017 Plan to include or exclude any event that is unusual in nature or occurs infrequently and occurs during the applicable performance period. Specifically, the LDC Committee is authorized to make adjustments under a variety of circumstances, including but not limited to, in response to changes in applicable laws, regulations, accounting principles, tax rates and regulations or business conditions or in view of the LDC Committee’s assessment of the business strategy of the Company, any subsidiary or affiliate or business unit thereof, performance of comparable organizations, economic and business conditions, personal performance of a participant, and any other circumstances deemed relevant. As previously noted, the Company and the healthcare sector more broadly have experienced considerable macroenvironmental and industry challenges, a unique combination of headwinds that included: ●client portfolio reprioritizations in response to the Inflation Reduction Act ●the slowdown in discretionary spending by our pharmaceutical and biotechnology clients ●persistent high inflation ●the unprecedented rise in global interest rates and the slower than expected cuts to those rates ●foreign currency headwinds ●geopolitical unrest ●uncertainty related to elections in the United States and around the world and other turmoil At the same time that the healthcare industry was under tremendous, unfavorable pressures in the aftermath of the post-COVID peak of 2021, other sectors, especially the technology sector, performed unusually well, driven in large part by the extraordinary stock price performance of the “magnificent seven,” which drove the S&P 500 index to record highs. After careful consideration of all of these extraordinary factors, all of which were outside the Company’s control, the LDC Committee believed an adjustment to the payout factor would have been justified. However, the LDC Committee decided to make no adjustments despite these significant macroenvironmental and industry headwinds and other adverse circumstances that effected the ultimate measure of performance. This demonstrates alignment between the Company’s executive compensation program practices and the interests of our stockholders. In 2023, the UK government significantly increased the UK corporate tax rate from 19% to 25%. This increase, which was completely outside of the Company’s control, had a negative impact on the Company’s Adjusted Diluted EPS. When determining the payouts for the 2022-2024 performance shares, the LDC Committee approved an adjustment benefiting 2024 Adjusted Diluted EPS to negate the negative impact of the UK corporate tax rate increase. This resulted in the payout factor for the 2022-2024 performance period changing from 47.5% to 53.5%. The LDC Committee made this adjustment based on its broad authority under the 2017 Plan noted earlier. This adjustment is consistent with, but in the opposite direction of, the adjustment the LDC Committee made in 2018 when it adjusted the base year Adjusted Diluted EPS for the 2018-2020 performance period to negate the significant, positive tax benefits the Company anticipated receiving as a result of the U.S. Tax Cuts and Jobs Act. If that adjustment had not been made at that time, the target growth rates for those performance awards would have been more easily achieved. There was no impact or adjustment to the calculation of Relative TSR. The performance goals and results used to determine the final payout factor for the 2022-2024 performance shares were as follows:
Achievement determinations for 2022-2024 performance shares
| Performance Metric | Weight | Threshold | Target | Maximum | Actual | Performance | Payout Factor | | 3-Year Adjusted Diluted EPS Growth | 75% | 6.2% | 10.0% | 13.6% | 7.8% | 71.4% | 53.5% | | 3-Year TSR vs. S&P 500 (percentile) | 25% | 25 | 50 | 75 | 17 | —% | —% | | | | | | | | Final Payout: | 53.5% |
Achievement determinations for 2022-2024 performance shares
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—2024 Option Exercises and Stock Vested.” Consistent with the Company’s pay-for-performance culture, given the below target Adjusted Diluted EPS growth and relatively poor stock price performance during the performance period, this resulted in an unusually low payout factor for the 2022-2024 performance shares. The Committee believes this unusually low vesting percentage demonstrates a clear alignment between the Company’s executive compensation program practices and the interests of our stockholders. As the Company did not achieve the three-year Adjusted Diluted EPS growth and Relative TSR targets it set for itself, payouts to our named executive officers were much lower than usual. For example, the grant date fair value of the 2022-2024 Performance Shares awarded to our CEO in 2022 was approximately $11.0 million at 100% of target, as set forth in the 2022 Grants of Plan-Based Awards table. The realized value of these 2022-2024 Performance Shares delivered to our CEO, based on the achievement level approved by the LDC Committee on January 28, 2025, was approximately $4.5 million. This represents a 60% decrease in value from the original grant date fair value of these shares to what was delivered to our CEO. In addition, the grant date fair value of the SARs that our CEO received in 2022 was approximately $5.2 million; those SARs are collectively worth $0 as of February 18, 2025. The LDC Committee believes that this demonstrates the clear alignment between our CEO’s compensation and the interests of our stockholders.
Termination benefits
Termination benefits We provide severance, change of control and retirement protections to our Chief Executive Officer pursuant to his employment agreement. Mr. Staub has severance protection in his employment arrangement. Messrs. Bruehlman and Sherbet have severance protection through our Employee Protection Plan. Mr. Patel is located in the United Kingdom and is not eligible to participate in the IQVIA Employee Protection Plan. There are no severance or change in control protections in place for Mr. Patel. These employment agreements and plans are summarized under “Compensation of Named Executive Officers—Potential Payments Upon Termination or Change in Control.” Our severance and change in control protections are designed to be fair and competitive and to aid in attracting and retaining experienced executives. We believe the protection we provide, including the level of severance payments and post-termination benefits and our limited change in control benefits, is appropriate and within the range of competitive practice. Our employment agreements, plans and other compensation arrangements do not provide for any excise tax gross-up payment to our named executive officers. Any taxes, including golden parachute excise taxes, resulting from severance or any other change in control-related compensation are the responsibility of the executive.
2024 Summary Compensation Table
2024 Summary Compensation Table The following table presents summary information regarding the compensation awarded to, earned by, or paid to each of our named executive officers for services rendered to us in all capacities for the fiscal years ended December 31, 2024, 2023 and 2022, if the named executive officer was an executive officer in that fiscal year.
2024 Summary Compensation Table
| Year | Salary ($)(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 | | | | | | | | | | 2024 | 1,800,000 | — | 15,749,918 | 4,489,065 | 3,600,000(7) | 707,772 | 386,243 | 26,732,998 | | 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 | | Ronald E. Bruehlman Executive Vice President, Chief Financial Officer | | | | | | | | | | 2024 | 905,000 | — | 4,499,854 | 1,499,993 | 1,239,221 | 163,182 | 63,185 | 8,370,435 | | 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 | | W. Richard Staub, III President, Research & Development Solutions | | | | | | | | | | 2024 | 800,000 | — | 7,999,826 | 999,940 | 879,332 | — | 65,015 | 10,744,113 | | 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 | | Bhavik Patel President, Commercial Solutions | | | | | | | | | | 2024 | 453,754 | — | 1,499,951 | 499,970 | 475,529 | — | 85,281 | 3,014,485 | | Eric M. Sherbet Executive Vice President, General Counsel and Secretary | | | | | | | | | | 2024 | 647,750 | — | 2,062,379 | 687,487 | 707,432 | — | 68,774 | 4,173,822 | | 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 |
2024 Summary Compensation Table
(1)Mr. Patel is paid in British Pound Sterling (GBP). His salary amount has been converted from GBP to U.S. dollars using the average of the monthly average exchange rates for 2024 (~1.28 USD/GBP). Mr. Staub was appointed to President, Research & Development Solutions effective September 25, 2023. Salary information for Mr. Staub in 2023 includes amounts paid for his prior role with IQVIA. 2024 Summary Compensation Table (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 2024 are included in Note 17 to our consolidated audited financial statements for the fiscal year ended December 31, 2024, included in Part II of our Annual Report on Form 10-K. For performance shares granted to our named executive officers in 2024, 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 2024, assuming the highest level of achievement of the performance conditions, was $31,499,835 for Mr. Bousbib, $8,999,708 for Mr. Bruehlman, $15,999,653 for Mr. Staub, $2,999,903 for Mr. Patel, and $4,124,759 for Mr. Sherbet. (3)Amounts reflect the aggregate grant date fair value for each SAR award granted in the relevant fiscal year as computed in accordance with ASC 718, excluding the impact of estimated forfeitures. Assumptions used in the calculation of these amounts in 2024 are included in Note 17 to our consolidated audited financial statements for the fiscal year ended December 31, 2024, included in Part II of our Annual Report on Form 10-K. (4)Amounts for 2024 reflect amounts to be paid in March 2025 under the Annual Plan, as applicable, to the named executive officer, as approved by the LDC Committee. See “Compensation Discussion and Analysis—2024 Compensation Determinations—2024 Short-Term Incentive Awards.” The amount for Mr. Patel has been converted from British Pounds to U.S. dollars using the average of the monthly average exchange rates for 2024 (~1.28 USD/GBP). (5)2024 values represent (i) the aggregate change in the present value of each named executive officer’s accumulated benefit under the IMS Health Retirement Plan and Retirement Excess Plan from December 31, 2023, to December 31, 2024, and (ii) interest earned from December 31, 2023, to December 31, 2024, on deferred compensation that is considered “above-market interest” under SEC rules. The change in pension value is broken down below to show the effect of an additional year of service by the named executive officer on the present values versus changes in present value attributable to actuarial assumptions. Each of these components is shown in the following table:
2024 Summary Compensation Table
| | Change in Present Value of Pension Benefit | | | | Name | Due to additional accruals ($) | Due to change in actuarial assumptions ($) | Total ($) | | Ari Bousbib | 700,663 | 7,109 | 707,772 | | Ronald E. Bruehlman | 162,807 | 375 | 163,182 |
2024 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, Staub and Sherbet, $0 for Mr. Bruehlman, and $4,284 for Mr. Patel; (ii) matching contributions to the IQVIA 401(k) plan on behalf of our U.S based named executive officers of $10,350 each for Messrs. Bousbib and Bruehlman, $15,525 for Messrs. Staub and Sherbet and a matching contribution to the IMS (UK) Pension Plan on behalf of Mr. Patel of $63,167; (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 $191,495 for Mr. Bousbib, $52,835 for Mr. Bruehlman, $41,966 for Mr. Staub, $45,725 for Mr. Sherbet; (iv) reimbursements of $17,831 to Mr. Patel for a car allowance, consistent with the practices for all similarly situated U.K. employees and (v) 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 $39,403 and (z) personal usage of the Company’s aircraft of $87,471. 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. The amounts for Mr. Patel have been converted from GBP to U.S. dollars using the average of the monthly average exchange rates for 2024 (~1.28 USD/GBP). (7)Our CEO requested that he receive no individual performance adjustment, and further that, in light of the difficult environment, his final Annual Plan payout be reduced from the calculated, formula-based payout of $5,023,800, or 139.6% of target, to no more than $3,600,000, or 100% of target. For additional information on how the final Annual Plan payouts were determined, please see “Compensation Discussion and Analysis—2024 Compensation Determinations—Named Executive Officer short-term incentive award determinations.” The following table sets forth information regarding plan-based awards made to each of our named executive officers during 2024.
2024 Summary Compensation Table
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options ($)(5) | Exercise or Base Price of Option Awards ($)(6) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | | | | Committee Action Date | | | | | | | | | | | | | Name | | Grant Date | | Threshold ($)(2) | Target ($) | Maximum ($)(3) | Threshold (#) | | Target (#) | Maximum (#) | | | | | | | Ari Bousbib | | | | | | | | | | | | | | | | | — | | — | 3,600,000 | 7,200,000 | | — | — | — | — | — | — | — | | | | 2/7/24 | 2/7/24 | — | — | — | | 36,740 | 73,481 | 146,962 | — | — | — | 15,749,918 | | | | 2/7/24 | 2/7/24 | — | — | — | | — | — | — | — | 72,517 | 214.34 | 4,489,065 | | | Ronald E. Bruehlman | | | | | | | | | | | | | | | | | — | | — | 905,000 | 1,810,000 | | — | — | — | — | — | — | — | | | | 2/7/24 | 2/7/24 | — | — | — | | 10,497 | 20,994 | 41,988 | — | — | — | 4,499,854 | | | | 2/7/24 | 2/7/24 | — | — | — | | — | — | — | — | 20,719 | 214.34 | 1,499,993 | | | W. Richard Staub, III | | | | | | | | | | | | | | | | | — | | — | 800,000 | 1,600,000 | | — | — | — | — | — | — | — | | | | 1/2/24 | 9/25/23 | — | — | — | | 10,851 | 21,702 | 43,404 | — | — | — | 4,999,924 | | | | 2/7/24 | 2/7/24 | — | — | — | | 6,998 | 13,996 | 27,992 | — | — | — | 2,999,902 | | | | 2/7/24 | 2/7/24 | — | — | — | | — | — | — | — | 13,812 | 214.34 | 999,940 | | | Bhavik Patel | | | | | | | | | | | | | | | | | — | | — | 385,690 | 771,380 | | — | — | — | — | — | — | — | | | | 2/7/24 | 2/7/24 | — | — | — | | 3,499 | 6,998 | 13,996 | — | — | — | 1,499,951 | | | | 2/7/24 | 2/7/24 | — | — | — | | — | — | — | — | 6,906 | 214.34 | 499,970 | | | Eric M. Sherbet | | | | | | | | | | | | | | | | | — | | — | 550,587 | 1,101,174 | | — | — | — | — | — | — | — | | | | 2/7/24 | 2/7/24 | — | — | — | | 4,811 | 9,622 | 19,244 | — | — | — | 2,062,379 | | | | 2/7/24 | 2/7/24 | — | — | — | | — | — | — | — | 9,496 | 214.34 | 687,487 |
2024 Summary Compensation Table
(1)Represents annual cash incentive award opportunities granted under the Annual Plan. As described in “Compensation Discussion and Analysis—2024 Compensation Determinations—2024 Short-Term Incentive Awards” above, each named executive officer 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 2024 is included in the Summary Compensation Table above, in the column labeled “Non-Equity Incentive Plan Compensation.” The amounts for Mr. Patel have been converted from GBP to U.S. dollars using the average of the monthly average exchange rates for 2024 (~1.28 USD/GBP). (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—2024 Compensation Determinations—2024 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—2024 Compensation Determinations—2024 Short-Term Incentive Awards.” (4)Represents performance shares granted in 2024. See “Compensation Discussion and Analysis—2024 Compensation Determinations—2024 Long-Term Incentive Awards.” (5)Consists of the number of time-based SARs granted in 2024, which vest over three years in three equal installments beginning on the first anniversary of the grant date. See “Compensation Discussion and Analysis—2024 Compensation Determinations—2024 Long-Term Incentive Awards.” (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 2024 determined in accordance with FASB ASC Topic 718. See footnotes (2) and (3) to the “2024 Summary Compensation Table.”
Narrative Disclosure to Summary Compensation Table and 2024 Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and 2024 Grants of Plan-Based Awards Table We have entered into agreements with Messrs. Bousbib, Bruehlman, Staub, Patel and Sherbet governing the terms of their employment. The material terms of each agreement are described below. Each of the agreements, except for the one with Mr. Patel, 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.”
2024 Option Exercises and Stock Vested
2024 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 2024.
2024 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 | 42,847 | 7,918,554 | 36,872 | 7,570,490 | | Ronald E. Bruehlman | — | — | 10,471 | 2,149,057 | | W. Richard Staub, III | — | — | 2,863 | 590,789 | | Bhavik Patel | 12,756 | 1,156,859 | 1,926 | 395,987 | | Eric M. Sherbet | — | — | 3,803 | 778,949 |
2024 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. 2024 Option Exercises and Stock Vested (2)Amounts shown in these columns reflect restricted stock units and/or performance share awards that vested during 2024. The performance share awards for the 2022-2024 performance period vested on December 31, 2024, and were earned by each named executive officer based on the LDC Committee’s certification on January 28, 2025. See “Compensation Discussion and Analysis—2024 Compensation Determinations—2024 Long-Term Incentive Awards—Achievement determinations for 2022-2024 performance shares.” 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 30,920 net shares in aggregate with individual shares retained as follows:
2024 Option Exercises and Stock Vested
| Name | Total Net Shares Retained | | Ari Bousbib | 19,128 | | Ronald E. Bruehlman | 6,330 | | W. Richard Staub, III | 1,816 | | Bhavik Patel | 1,018 | | Eric M. Sherbet | 2,628 |
2024 Pension Benefits
2024 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, 2024. Only Messrs. Bousbib and Bruehlman, 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 2024 fiscal year.
2024 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 12/31/24 ($)(3) | | Ari Bousbib | IMS Health Retirement Plan | 13.33 | 271,489 | — | — | | | IMS Health Retirement Excess Plan | 13.33 | 6,022,552 | — | 5,947,501 | | Ronald E. Bruehlman | IMS Health Retirement Plan | 9.50 | 206,514 | — | — | | | IMS Health Retirement Excess Plan | 9.50 | 675,867 | — | 662,466 | | W. Richard Staub, III | — | — | — | — | — | | Bhavik Patel | — | — | — | — | — | | Eric M. Sherbet | — | — | — | — | — |
2024 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, 2024, 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 4.61% under the Retirement Plan and 4.61% 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 5.86% and 5.50%, respectively, and (ii) the White Collar PRI2012 mortality table with scale MP-2021. (3)Under the Retirement Excess Plan, if any of Messrs. Bousbib or Bruehlman had experienced a separation from service from us for any reason on December 31, 2024, 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, 2024. The present value determined as of, and the lump sum payable as of December 31, 2024, is shown above. The following key actuarial assumptions and methodologies were used to calculate the present value on December 31, 2024: the Retirement Excess Plan account balance as of December 31, 2024 was converted into an annuity payable on December 31, 2024, using a 4.32% interest rate and the GAM 83 Unisex Mortality Table. The resulting annuity was converted to a lump sum payable on December 31, 2024, using an interest rate of 3.829% and the GAM 83 Mortality Table. IMS Health Defined Benefit Retirement Plans
2024 Non-Qualified Deferred Compensation
2024 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 2024 fiscal year under the IQVIA Elective Deferred Compensation Plan, as applicable.
2024 Non-Qualified Deferred Compensation
| Name | Executive Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year(1) ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at End of Fiscal Year 2024(2) ($) | | Ari Bousbib | — | 5,762,853 | — | 25,579,272 | | Ronald E. Bruehlman | — | — | — | — | | W. Richard Staub, III | — | — | — | — | | Bhavik Patel(3) | — | — | — | — | | Eric M. Sherbet | — | — | — | — |
2024 Non-Qualified Deferred Compensation
(1)Earnings for Mr. Bousbib include dividends as well as earnings on the notional investments held. (2)The aggregate balance at the end of the year consists of the value of Mr. Bousbib’s accounts as of December 31, 2024. (3)Mr. Patel is not eligible to participate because he resides outside of the United States. The following table describes our non-qualified deferred compensation plans.
2024 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) |
2024 Non-Qualified Deferred Compensation
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, other than Mr. Patel, participate in the IQVIA Employee Protection Plan.
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, 2024.
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) | 1,345,700 | 1,345,700 | 1,345,700 | — | 1,345,700 | | | Performance-based equity awards(3) | 28,328,685 | 28,328,685 | 28,328,685 | — | 28,328,685 | | | Total | 40,474,385 | 29,674,385 | 29,674,385 | — | 40,474,385 | | Ronald E. Bruehlman | Severance Pay(4) | 452,500 | — | — | — | 452,500 | | | Health & Welfare Benefits(5) | 6,712 | — | — | — | 6,712 | | | Outplacement(6) | 3,109 | — | — | — | 3,109 | | | Total | 462,321 | — | — | — | 462,321 | | W. Richard Staub, III | Severance Pay(4) | 2,400,000 | — | — | — | 2,400,000 | | | Health & Welfare Benefits(5) | 20,124 | — | — | — | 20,124 | | | Total | 2,420,124 | — | — | — | 2,420,124 | | Bhavik Patel | Severance Pay(4) | 18,789 | — | — | — | 18,789 | | | Total | 18,789 | — | — | — | 18,789 | | Eric M. Sherbet | Severance Pay(4) | 332,500 | — | — | — | 332,500 | | | Health & Welfare Benefits(5) | 9,175 | — | — | — | 9,175 | | | Outplacement(6) | 3,109 | — | — | — | 3,109 | | | Total | 344,784 | — | — | — | 344,784 |
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 31, 2024 ($196.51), the last business day of fiscal year 2024, 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 31, 2024. 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 31, 2024 ($196.51). 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)Represents the sum of base salary continuation payable to Messrs. Bruehlman and Sherbet under the provisions of the Employee Protection Plan as in effect on December 31, 2024. 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. Under UK employment law, Mr. Patel is entitled to a statutory severance payment in the event of a termination of employment by us without cause as a result of a reduction in workforce. The amounts for Mr. Patel have been converted from GBP to U.S. dollars using the average of the monthly average exchange rates for 2024 (~1.28 USD/GBP). (5)For Messrs. Bruehlman 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, 2024 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. (6)Represents the value of outplacement services that would be available to Messrs. Bruehlman and Sherbet under the Employee Protection Plan in the event of a qualifying termination of employment. CEO Pay Ratio
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. Under the pay ratio rule, a company is required to identify its median employee only once every three years so long as during the prior fiscal year there has been no change to its employee population or employee compensation arrangements that it reasonably believes would result in significant changes in its pay ratio disclosure. 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. Because we did not experience any material changes to our employee population, or changes in employee compensation arrangements during 2024, we believe it is reasonable to use the median employee identified and reported in 2023 for purposes of calculating the pay ratio disclosure with respect to 2024, and that using this median employee will not significantly affect our pay ratio disclosure. For 2024, the annual total compensation of our median employee, calculated under applicable SEC rules, was $77,918. For 2024, the annual total compensation for our Chief Executive Officer is reported in the “2024 Summary Compensation Table” above. On this basis, the ratio of our Chief Executive Officer’s annual total compensation to our median employee’s annual total compensation is estimated at 343:1. Additionally, our Company is uniquely diverse geographically, having a presence in over 100 countries with material differences in elements of pay. When calculating our pay ratio using only our U.S. population, our Chief Executive Officer to U.S. median employee pay ratio is estimated at 230:1. The following table reports the compensation of our Principal Executive Officer (PEO) and the average compensation of the other Named Executive Officers (Other NEOs) as reported in the Summary Compensation Table for the past five fiscal years, as well as their “compensation actually paid” as calculated pursuant to SEC rules and certain performance measures required by the rules.
CEO Pay Ratio
| | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2)(3) | Average Summary Compensation Table Total for Other NEOs ($)(1) | Average Compensation Actually Paid to Other NEOs ($)(2)(3) | Value of Initial Fixed $100 Investment Based On(4): | | | Company-Selected Measure(5) | | Year | | | | | IQVIA’s Total Stockholder Return ($) | Peer Group Total Stockholder Return ($) | Net Income ($ millions) | Adjusted Diluted EPS Growth (%)(6) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | 26,732,998 | 11,450,139 | 6,575,714 | 4,095,455 | 127.18 | 181.82 | 1,373 | 9.1 | | 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 |
CEO Pay Ratio
(1)Ari Bousbib was our PEO for each year presented. The individuals comprising the Other NEOs for each year presented are listed below:
CEO Pay Ratio
| 2020 | 2021 | 2022 | 2023 | 2024 | | Ronald E. Bruehlman | Ronald E. Bruehlman | Ronald E. Bruehlman | Ronald E. Bruehlman | Ronald E. Bruehlman | | W. Richard Staub, III | W. Richard Staub, III | Costa Panagos | W. Richard Staub, III | W. Richard Staub, III | | Kevin C. Knightly | Kevin C. Knightly | Kevin C. Knightly | Kevin C. Knightly | Bhavik Patel | | Eric M. Sherbet | Eric M. Sherbet | Eric M. Sherbet | Eric M. Sherbet | Eric M. Sherbet | | Michael R. McDonnell | | | Costa Panagos | |
CEO Pay Ratio
(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. The amounts for Mr. Patel have been converted from GBP to U.S. dollars using the average of the monthly average exchange rates for 2024 (~1.28 USD/GBP). 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.
CEO Pay Ratio
| 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 ($) | Compensation Actually Paid to PEO ($) | | 2024 | 26,732,998 | (707,772) | (20,238,983) | 279,972 | 5,383,924 | 11,450,139 | | 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 |
CEO Pay Ratio
| 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 ($) | Average Compensation Actually Paid to Other NEOs ($) | | 2024 | 6,575,714 | (40,796) | (4,937,350) | 15,913 | 2,481,974 | 4,095,455 | | 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 |
CEO Pay Ratio
The amounts for Mr. Patel have been converted from GBP to U.S. dollars using the average of the monthly average exchange rates for 2024 (~1.28 USD/GBP). The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
CEO Pay Ratio
| 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 ($) | | 2024 | 17,350,975 | (6,450,390) | — | (3,738,897) | (1,777,764) | — | 5,383,924 | | 2023 | 22,020,972 | 1,379,297 | — | 11,485,356 | — | — | 34,885,625 | | 2022 | 16,869,138 | (15,553,971) | — | (3,976,217) | — | — | (2,661,050) | | 2021 | 34,647,149 | 25,065,538 | — | 18,849,400 | — | — | 78,562,087 | | 2020 | 20,767,428 | 8,585,982 | — | 6,241,832 | — | — | 35,595,242 |
CEO Pay Ratio
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Other NEOs ($) | 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 ($) | Total - Average Inclusion of Equity Values for Other NEOs ($) | | 2024 | 4,043,003 | (844,438) | — | (484,051) | (232,541) | — | 2,481,974 | | 2023 | 2,411,696 | 153,127 | — | 1,274,065 | (973,819) | — | 2,865,069 | | 2022 | 2,660,228 | (2,066,942) | — | (510,138) | — | — | 83,148 | | 2021 | 4,763,789 | 2,005,653 | — | 1,467,697 | — | — | 8,237,139 | | 2020 | 1,707,797 | 336,729 | — | 149,599 | (247,885) | — | 1,946,240 |
CEO Pay Ratio
(4)The compensation 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 and 2024, 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 2024 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 2024 to the Company’s performance:
CEO Pay Ratio
| Performance Metrics | | Adjusted Diluted EPS Growth (as defined in “Compensation Discussion & Analysis—Elements of Compensation—Short-Term Incentive Awards,” described on page 60) | | Relative Total Stockholder Return (as defined in “Compensation Discussion & Analysis—Elements of Compensation— Long-Term Incentive Awards,” described on page 63) | | Revenue (as defined in “Compensation Discussion & Analysis—Elements of Compensation—Short-Term Incentive Awards,” described on page 60) | | Adjusted EBITDA (as defined in “Compensation Discussion & Analysis—Elements of Compensation—Short-Term Incentive Awards,” described on page 60) |
CEO Pay Ratio
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 2024 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 five-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 or if our stock price happened to be higher or lower on the last day of the listed fiscal year.
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 2024:
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 2024 | (74)% | â | 34% | á | 27% | á | 82% | á | 392% | á | 74% | á |
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 2024, the compensation actually paid to our PEO decreased by 74% and the average of the compensation actually paid to the Other NEOs increased by 34%, compared to a 27% increase in our TSR over the same time period. ●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 2024, the compensation actually paid to our PEO decreased by 74% and the average of the compensation actually paid to the Other NEOs increased by 34%, compared to a 392% increase in our Net Income over the same time period. ●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 2024, the compensation actually paid to our PEO decreased by 74% and the average of the compensation actually paid to the Other NEOs increased by 34%, compared to a 74% increase in our Adjusted Diluted EPS over the same time period. ●Relationship Between the Company’s TSR and the Peer Group TSR. The TSR for the peer group disclosed in the table above increased by 82% from 2020 to 2024 as compared to the Company’s TSR, which increased by 27% over the same time period.
Relationship Between Compensation Actually Paid and Performance Measures
| PROPOSAL NO. 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm | |
Relationship Between Compensation Actually Paid and Performance Measures
The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the year ending December 31, 2025. The Audit Committee believes that the continued retention of PricewaterhouseCoopers as our independent registered public accounting firm is in the best interests of the Company and our stockholders. Further, our Audit Committee periodically evaluates the need for rotating the independent registered public accounting firm to maintain auditor independence. In compliance with SEC rules, the Audit Committee has been, and will continue to be, directly involved in selecting PricewaterhouseCoopers’s new lead engagement partner during the required rotation, which occurs at a minimum every five years. Ratification of the appointment of PricewaterhouseCoopers requires the vote of a majority of the shares of our common stock cast affirmatively or negatively on the matter. A representative of PricewaterhouseCoopers is expected to be available to answer appropriate questions at the 2025 Annual Meeting and is free to make statements during the 2025 Annual Meeting. The Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. However, if the stockholders do not ratify the appointment, the Audit Committee may investigate the reasons for stockholder rejection and may consider whether to retain PricewaterhouseCoopers or to appoint another independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of our stockholders or the Company.
Relationship Between Compensation Actually Paid and Performance Measures
| | THE BOARD RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP. |
Relationship Between Compensation Actually Paid and Performance Measures
| Audit | |
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.