DEF 14A of Iqvia Holdings Inc.
Filed Feb 27, 2026 · FY20250001628280-26-012892
Table of Contents
| Outstanding Equity Awards at Fiscal Year‑End for 2025 | 90 | | 2025 Option Exercises and Stock Vested | 93 | | 2025 Pension Benefits | 94 | | IMS Health Defined Benefit Retirement Plans | 95 | | 2025 Non-Qualified Deferred Compensation | 96 | | Potential Payments Upon Termination or Change in Control | 97 | | CEO Pay Ratio | 100 | | Pay versus Performance | 101 | | PROPOSAL NO. 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm | 105 | | Audit | 106 | | Audit Committee Report | 106 | | Fees Paid to Independent Registered Public Accounting Firm | 107 | | PROPOSAL NO. 4 Approval of IQVIA Holdings Inc. 2026 Incentive and Stock Award Plan | 108 | | PROPOSAL NO. 5 Stockholder Proposal | 116 | | IQVIA’s Statement in Opposition | 117 | | Security Ownership of Certain Beneficial Owners and Management | 121 | | Certain Relationships and Related Person Transactions | 123 | | Related Party Transactions Approval Policy | 123 | | About the 2026 Annual Meeting | 124 | | Other Relevant Information | 128 | | Compensation Committee Interlocks and Insider Participation | 128 | | Overview of Russian Operations | 128 | | Other Matters | 128 | | Stockholder Proposals and Nominees for 2027 Annual Meeting of Stockholders | 129 | | Incorporation by Reference | 129 | | Cautionary Note Regarding Forward-Looking Statements | 129 | | APPENDIX A Financial Reconciliations | 131 | | Use of Non-GAAP Financial Measures | 131 | | APPENDIX B IQVIA Holdings Inc. 2026 Incentive and Stock Award Plan | 135 |
At the Forefront of Creating a Healthier World
At the Forefront of Creating a Healthier World IQVIA actively generates insights based upon scientific knowledge, experience, and perspectives to help drive progress in healthcare.
At the Forefront of Creating a Healthier World
| | Strong networks. Our global public health activities are central to our mission of accelerating innovation for a healthier world. We bring a unique set of capabilities that enable us to have a positive impact on some of the world’s biggest health challenges. We combine a global footprint with deep knowledge of local contexts, including health systems, funding mechanisms and regulations. With our extensive datasets, we can provide evidence-based decision-making. We advance research into novel treatment and in response to health emergencies through our strong network of sites, using our geographic risk assessment and mitigation approach, to identify appropriate trial locations. | | | Improving outcomes for patients and populations. Our work with patient and advocacy organizations focuses on raising awareness of issues of importance to patients to improve outcomes. We prioritize strategic collaborations that provide deeper insight into patient needs—providing operational support and advanced data capabilities to generate new insights and supporting patient groups to secure funding from the life sciences industry. Through these partnerships we support meaningful change across health systems and provide long-term care for patient communities, including accelerating development of new treatments, building understanding of disease patterns and progression, enabling access to trials and improving drug adherence. Currently, we have connections with 700+ patient organizations, ranging from small, volunteer-run groups to large global associations. They are united by a desire to increase understanding of the patient experience and elevate the quality of patient care. | | | Regulatory evolution. IQVIA works alongside regulators and policymakers to foster a regulatory environment that advances human health and the conduct of clinical trials. Modernizing clinical trials and evidence generation is at the core of IQVIA’s mission and a key priority for regulators. We are working with regulators to create rules for AI that continue to support patient safety, creating reliable models with strong guardrails that avoid model drift or bias. |
At the Forefront of Creating a Healthier World
| Powering More Effective Clinical Trials with AI | | IQVIA is expanding the use of AI to accelerate clinical development and improve access to trials. For more than a decade, we have used advanced technology to identify high-performing sites and support more efficient recruitment. Today we are evolving these capabilities with AI agents that work alongside our experts to enhance operational efficiency and reduce burden across the trial process. By embedding agentic AI into targeted workflows, we streamline steps across clinical development processes and milestones. These agents do not replace clinical judgment; instead, they augment experts to expedite processes and surface insights so teams can focus on the scientific and strategic decisions needed for efficient trial execution that truly influence patient outcomes. We continue to explore where AI can meaningfully improve clinical research, from discovery through trial execution. For example, AI-driven insights can help identify new opportunities for development in areas that have historically been challenging. This could be particularly valuable for diseases affecting small patient populations. Through Agentic AI, IQVIA is enhancing speed, scale, precision, and trust across clinical development—helping sponsors run higher quality trials and ultimately bring new therapies to patients faster. |
At the Forefront of Creating a Healthier World
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At the Forefront of Creating a Healthier World
| 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 CEO are independent | | ü | 100% independent Board committees | | 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 |
At the Forefront of Creating a Healthier World
| STOCKHOLDER RIGHTS AND ENGAGEMENT | | | ü | Stockholder proxy access | | ü | Stockholder right to call a special meeting | | ü | Active stockholder outreach and engagement program | | ü | Single class of voting stock | | ü | No supermajority voting requirement for stockholders | | ü | No “poison pill” (stockholder rights plan) |
At the Forefront of Creating a Healthier World
| GOVERNANCE BEST PRACTICES | | | ü | Two clawback policies, one applicable to our Section 16 officers in the event of a financial restatement due to material noncompliance with any financial reporting requirement and a second, supplemental clawback policy that applies to a wider set of employees (in addition to Section 16 officers) and covers a broader set of misconduct | | ü | Robust share ownership guidelines for both directors and key executives | | ü | Securities Trading Policy in place, including anti‑hedging and anti‑pledging terms, without exception | | ü | Risk oversight by the Board, Board committees and Enterprise Risk Council | | ü | Comprehensive Whistleblower Policy in place | | ü | No excise tax gross‑ups on severance or change in control payments or benefits | | ü | Annual say‑on‑pay vote | | ü | Multi‑year vesting requirements for performance share awards | | ü | Long‑term incentive compensation delivered in performance‑based equity |
At the Forefront of Creating a Healthier World
See pages 20‑40 for more information regarding our corporate governance.
At the Forefront of Creating a Healthier World
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Board of Directors Nominees
Board of Directors Nominees Below is an overview of each of the director nominees you are being asked to elect at the 2026 Annual Meeting.
Board of Directors Nominees
| Name and Principal Occupation | | Age | Independent | Audit | N&G* | LDC* | Director Since | | | Ari Bousbib Chairman and CEO, IQVIA | 64 | | | | | 2016 | | | Carol J. Burt Principal, Burt-Hilliard Investments Senior Advisor, Consonance Capital Partners | 68 | ü | X | | Chair | 2019 | | | John G. Danhakl Managing Partner, Leonard Green & Partners, L.P. | 69 | ü | | X | X | 2016 | | | James A. Fasano Retired Managing Director, CPP Investment Board | 56 | ü | Chair | | X | 2016 | | | Colleen A. Goggins Retired Member of Executive Committee and Worldwide Chair of Consumer Group, Johnson & Johnson | 71 | ü | X | Chair | | 2017 | | | William G. Kaelin Jr., M.D. Senior Physician-Scientist, Brigham and Women’s Hospital Sidney Farber Professor of Medicine, Dana-Farber Cancer Institute and Harvard Medical School | 68 | ü | | | | 2025 | | | John M. Leonard, M.D. President and Chief Executive Officer, Intellia Therapeutics, Inc. | 68 | ü | X | X | | 2015 | | | Leslie Wims Morris Chief Executive Officer, Chase Auto, JP Morgan Chase | 55 | ü | | X | | 2022 | | | Sheila A. Stamps Retired Managing Director, Bank of America | 68 | ü | X | | | 2022 |
Board of Directors Nominees
* The Nominating and Governance Committee (N&G Committee) and the Leadership Development and Compensation Committee (LDC Committee).
Director Nominees Snapshot
Director Nominees Snapshot
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, Compliance, Privacy and Quality Committee, and Nominating and Governance Committee (Chair)) 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)
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Consonance Capital Partners (2013‑present)
| | | | | | | | | | | | | JOHN G. DANHAKL | | | | | | | | Age: 69 | | | 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); Crunch; Lakeshore Learning; Ownership Works; 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: 56 | | | Director since: 2016 INDEPENDENT | | | Audit Committee (Chair) Audit Committee Financial Expert LDC Committee | | | | | | | 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) 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 25 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)
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University of Chicago Booth School of Business (2023‑present)
| | | | | | | | | | | | COLLEEN A. GOGGINS | | | | | | | Age: 71 | | | 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:
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 Former public company directorships: ●Bausch Health Companies Inc. (f/k/a Valeant Pharmaceuticals International) ●SIG Combibloc Group ●The Toronto-Dominion Bank 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)
| | | | | | | | | | | WILLIAM G. KAELIN JR., M.D. | | | | | | Age: 68 | | | Director since: 2025 INDEPENDENT | | | | | | | | | Key skills: | | Public Company Board | | Healthcare | | Technology |
Bayer AG (2017‑present)
Recent Experience:
Harvard Medical School
Harvard Medical School ●Sidney Farber Professor of Medicine (2018-present) ●Professor of Medicine (2002-2018)
Dana-Farber Cancer Institute
Dana-Farber Cancer Institute ●Professor (2002-present)
Howard Hughes Medical Institute
Howard Hughes Medical Institute ●Investigator (2002-present) ●Assistant Investigator (1998-2002) U.S. public company directorships: ●Eli Lilly and Company (Directors and Corporate Governance Committee, Science and Technology Committee (Chair)) Other highlights: Recipient of numerous noteworthy scientific awards, including: ●Nobel Prize in Physiology or Medicine ●Albert Lasker Basic Medical Research Award ●Canada Gairdner International Award ●Wiley Prize in Biomedical Sciences from the Rockefeller University ●Paul Marks Prize for Cancer Research from the Memorial Sloan Kettering Cancer Center Education: ●Doctorate in Medicine, Duke University School of Medicine ●Bachelor of Arts in Mathematics, Duke University ●Associate Bachelor in Chemistry, Duke University
Howard Hughes Medical Institute
| Reason for Nomination: Dr. Kaelin is a Nobel Laureate, scientist, academician, and physician who provides valuable leadership and decades of experience in medical research and discovery, particularly in oncology. |
Howard Hughes Medical Institute
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Howard Hughes Medical Institute
| | | | | | | | | | | | JOHN M. LEONARD, M.D. | | | | | | | Age: 68 | | | 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 |
Howard Hughes Medical Institute
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: 55 | | | 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)
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JPMorgan Chase (2022‑present)
| | | | | | | | | | | | | SHEILA A. STAMPS | | | | | | | | Age: 68 | | | Director since: 2022 INDEPENDENT | | | Audit Committee Audit Committee Financial Expert | | | | | | | | Key skills: | | Public Company Board | | Financial | | Global | | Government & Public Policy |
JPMorgan Chase (2022‑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
JPMorgan Chase (2022‑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. |
JPMorgan Chase (2022‑present)
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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 | William G. Kaelin Jr., M.D. | John M. Leonard, M.D. | Leslie Wims Morris | 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 | | | | | | | | | |
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
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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 2025
Non-Employee Director Compensation Structure for 2025 The non-employee director compensation program structure for 2025 was as follows:
Non-Employee Director Compensation Structure for 2025
| Payment | Annual Compensation ($) | | Cash retainer (paid in quarterly installments) | 112,500 | | 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 2025
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 2025 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 52-53 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 2025, the Board approved an increase to the annual cash retainer, from $100,000 to $112,500 starting with the quarterly payment made in the fourth quarter of 2025 and an increase to the annual equity retainer, from $240,000 to $252,500 effective with the grant made in 2026. The Board maintained the other Committee cash retainers for non-employee directors at the 2024 levels. The decision to increase the cash and equity retainers was based, in part, on the market review conducted by our external compensation consultant and was made in order to maintain alignment of director pay levels with the same peer group used for executive compensation benchmarking.
Non-Employee Director Compensation Structure for 2025
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DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Non-Employee Director Compensation Payments for 2025
Non-Employee Director Compensation Payments for 2025 The following table shows information regarding the compensation earned by our non-employee directors during 2025. The compensation received by our Chief Executive Officer during 2025 is included in “Compensation of Named Executive Officers—2025 Summary Compensation Table.” Our Chief Executive Officer did not receive any additional compensation for his service on the Board.
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION
2025 DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Carol J. Burt(3) | 145,625 | 239,883 | 385,508 | | John P. Connaughton(4) | 27,500 | — | 27,500 | | John G. Danhakl(3) | 123,125 | 239,883 | 363,008 | | James A. Fasano(3)(5) | 150,625 | 239,883 | 390,508 | | Colleen A. Goggins(3) | 143,125 | 239,883 | 383,008 | | William G. Kaelin Jr., M.D.(6) | 28,125 | — | 28,125 | | John M. Leonard, M.D. | 178,125 | 239,883 | 418,008 | | Leslie Wims Morris(3) | 113,125 | 239,883 | 353,008 | | Todd B. Sisitsky(7) | — | — | — | | Sheila A. Stamps(3) | 118,125 | 239,883 | 358,008 |
2025 DIRECTOR COMPENSATION
(1)Messrs. Connaughton, whose term ended at the 2025 annual meeting of stockholders, 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. Danhakl and Fasano and Dr. Leonard with a grant date of April 24, 2025 (1,592 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 April 24, 2025 ($150.68 per share) computed in accordance with Accounting Standards Codification Topic 718, or ASC 718. Assumptions used in the calculation of these amounts in 2025 are included in Notes 1 and 17 to our consolidated audited financial statements for the year ended December 31, 2025 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, 2025, the following deferred stock units were outstanding under the Non-Employee Director Deferral Plan:
2025 DIRECTOR COMPENSATION
| Name | Total Deferred Stock Units Outstanding at December 31, 2025 | | Carol J. Burt | 2,639 | | John P. Connaughton | 133 | | John G. Danhakl | 2,772 | | James A. Fasano | 4,063 | | Colleen A. Goggins | 4,702 | | Leslie Wims Morris | 4,735 | | Sheila A. Stamps | 2,639 |
2025 DIRECTOR COMPENSATION
(4)Mr. Connaughton’s term ended at the 2025 annual meeting of stockholders held on April 24, 2025. The compensation for Mr. Connaughton reflects the compensation paid through such date. (5)Mr. Fasano was appointed to the LDC Committee on May 7, 2025. (6)Dr. Kaelin was appointed to the Board on November 5, 2025. (7)Mr. Sisitsky has waived his right to participate in the non-employee director compensation program due to his relationship with TPG, Inc.
2025 DIRECTOR COMPENSATION
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DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
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. Our Corporate Governance Guidelines require the initial list of external candidates in any search for new directors or the Chief Executive Officer position to include qualified female and racially or ethnically diverse candidates. In recruiting and evaluating new director candidates, the N&G Committee seeks to enhance the total mix of perspectives, skills and experience on the Board, including with respect to professional skills, relevant industry experience, specialized expertise and international experience. 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.
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 governance 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 | Provide 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 governance 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.
Compensation of Our Chief Executive Officer
Compensation of Our Chief Executive Officer ●Continued to progress IQVIA’s AI strategy by launching multiple AI-enabled solutions across business units including: Clinical Trial Financial Suite (an AI-enabled platform orchestrating all financial aspects of clinical trials), IQVIA AI Scientific Literature Review (rapidly scans, extracts, and summarize insights from large volumes of scientific publications), and AI PICO Simulation (AI-augmented modeling to predict population, intervention, comparator, outcome scenarios) ●Positioning the company for sustained growth through the development of AI agents for internal use and external offerings including Global Market Insights Agent and Field Force Companion Additional key highlights in 2025 included: ●Increased Revenue to $16.3 billion, up 5.9% compared to 2024 ●Grew Adjusted EBITDA to $3.8 billion, up 2.8% compared to 2024 ●Achieved Adjusted Diluted EPS of $11.92, up 7.1% compared to 2024 ●Record backlog of $32.7 billion, up 5.3% compared to 2024 ●Free Cash Flow of $2.1 billion, achieving 99% of Adjusted Net Income ●90+ AI patent applications filed ●~80% of new drug launches supported globally ●150+ highly specialized industry AI agents deployed across clinical and commercial workflows ●Deployed total capital investment of approximately $2.4 billion, including $1.8 billion on strategic acquisitions and investments and $0.6 billion on capital expenditures ●Returned $1.2 billion to stockholders through the repurchase of approximately 7.4 million shares Our Chief Executive Officer also demonstrated a strong commitment to our people, investing considerably in our talented 93,000 employees, and driving numerous human capital initiatives forward, resulting in the following key achievements in 2025: ●Drove employee engagement in 2025, with 85% of employees seeing a clear link between their work and IQVIA’s vision to power smarter healthcare for everyone, everywhere (six points above Fortune 500 Benchmark) ●Maintained our multi-year favorable attrition trend (10.5%, consistent with the low levels achieved in 2024) by giving employees access to opportunities and resources to build the skills they need for tomorrow ●IQVIA was awarded five Human Capital Management Excellence Awards from the Brandon Hall Group in recognition of our talent development programs in the areas of (i) Best New Hire Onboarding Program, (ii) Best Hybrid Learning Platform, (iii) Best Leadership Development Program, (iv) Best Custom Content, and (v) Best Use of Blended Learning ●Established an AI and Data Analytics Skills training series, available to all IQVIA employees, providing our employees with the resources needed to develop their careers and to enhance skills to utilize the AI applications that we are deploying across IQVIA. Since the program's launch, the resources to learn and understand generative AI have received over 230,000 engagements Our Chief Executive Officer has also taken a leading role in implementing key sustainability initiatives for the Company and working with the Board to further strengthen our governance program. Important governance and sustainability-related achievements reached in the last year included the following: ●Demonstrated commitment to Board refreshment and continuing to thoughtfully enhance the breadth of relevant skill sets and backgrounds on our Board by adding William G. Kaelin Jr., M.D., a Nobel Prize winner, to the Board in November 2025. Dr. Kaelin brings deep scientific expertise and an exceptional academic background, directly addressing feedback from stockholders that they would like to see more industry and scientific experience on our Board ●Continued achievement of 100% My Green Lab (MGL) certification across all IQVIA laboratories, with over 150 employees trained as MGL ambassadors. Our Singapore laboratory attained the highest Green-Level certification, and our Edinburgh laboratory won the International Freezer Challenge, collectively avoiding over 765 metric tons of CO2 emissions through energy-saving initiatives
Compensation of Our Chief Executive Officer
●Redesigned laboratory test kits to eliminate plastic packaging, avoiding approximately 18 metric tons of waste annually. Switched test kit containers to at least 98% recycled material, reducing test kit emissions by 8%, and removed 36 metric tons of single-use plastic outer packaging from test kits For the ninth consecutive year, IQVIA was named to the Fortune® World’s Most Admired Companies™ list. For the fifth year in a row, IQVIA earned first place in the Healthcare: Pharmacy and Other Services category. Notably, IQVIA ranked first in seven of the nine key attributes evaluated—innovation, people management, use of corporate assets, financial soundness, long-term investment value, quality of products/services and global competitiveness. Stockholders benefited from these and other steps that the Company took under the Chief Executive Officer’s leadership. Accordingly, the Board and the LDC Committee believe that retention of our Chief Executive Officer is imperative to our success as a company. That view informs their decisions regarding his compensation. For further details about our 2025 highlights, see “—Executive Summary—2025 Business Performance Highlights” above. See “—2025 Compensation Determinations—2025 Long-Term Incentive Awards” beginning on page 78 for factors considered by the Board and the LDC Committee in determining long-term incentive awards granted to our Chief Executive Officer.
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 2025 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.
2025 Compensation Peer Group
2025 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
2025 Compensation Peer Group
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2025 Compensation Peer Group
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 2025 was reviewed by the LDC Committee in May 2025 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, and the Company implemented, 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:
2025 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 |
2025 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. No changes were made in 2025.
2025 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 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
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/Governance, which are tailored for each named executive officer. Adjustments, if any, are made based on the judgment of the LDC Committee and any upward adjustment is limited to no more than 1/6th of the final award and in no event may an Individual Performance Adjustment result in a named executive officer’s Formula-Based Payout Factor exceeding 200% of target.
Formula-Based Payout Factor
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Performance measures
Performance measures The four performance measures that determine the Formula-Based Payout Factor for the 2025 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/Governance | Leadership and governance 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 2025, the weightings are set forth below under the section entitled “—2025 Compensation Determinations—2025 Short-Term Incentive Awards—Weightings.”
Metrics for the Revenue/Profit performance measure
The payout for the Revenue/Profit performance measure is determined based on a quantitative assessment of the Company’s achievement against pre-established targets for each of these metrics. These targets are set at the beginning of each fiscal year by the LDC Committee and will vary depending on the Company’s annual objectives. The payout percentage for each metric can range from 0% (if the threshold levels of performance set by the LDC Committee are not achieved) to 200% (if the maximum levels set by the LDC Committee are achieved or exceeded), with 100% payout for achieving the metric target set by the LDC Committee. The payout percentage is then multiplied by the metric’s weight. When a result falls between these reference points, we use linear interpolation to determine the resulting payout.
Metrics for the other performance measures
Metrics for the other performance measures For each of the other two 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 | 0% | 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 2025 performance measures, are summarized below under “—2025 Compensation Determinations—2025 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% of target. The LDC Committee’s determinations for 2025 with respect to the Annual Plan are discussed below under the section entitled “—2025 Compensation Determinations—2025 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.
Long-Term Incentive Awards
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Long-Term Incentive Awards
In 2025, 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 | 2025 | | 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 2025 will be earned based on our financial results over the three-year period from January 1, 2025 through December 31, 2027, 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.
Metrics for performance shares
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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 2025 are discussed below, under the section entitled “—2025 Compensation Determinations—2025 Long-Term Incentive Awards.”
2025 Short-Term Incentive Awards
2025 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 2025 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 2025 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% | | Alistair R. Grenfell | 100% | | 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/Governance 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/Governance | Varies by individual |
Performance measures
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Revenue/Profit performance measure
| Metric | Threshold (75% payout) | Target (100% payout) | Maximum (200% payout) | 2025 Actual Achievement | Unweighted Payout | Weight | Weighted Payout | | Revenue(1) | $13,536 | $15,925 | $18,314 | $16,310 | 116.1% | 30.0% | 34.8% | | Adjusted EBITDA(1)(2) | $3,256 | $3,830 | $4,405 | $3,788 | 98.2% | 25.0% | 24.5% | | Adjusted Diluted EPS(2) | $10.08 | $11.86 | $13.64 | $11.92 | 103.4% | 45.0% | 46.5% | | | | | | Final Payout | | | 105.9% |
Individual performance measures
Individual performance measures The LDC Committee set individualized metrics for each named executive officer in February 2025 for the Strategic/Operational and Leadership/Governance 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 2025 accomplishments for each.
Individual performance measures
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Individual performance measures
| Ari Bousbib Chairman and Chief Executive Officer | | | Operational/Strategic Performance Measure Metrics | Key Achievements | | Achieve operational and strategic objectives | ●Continued to progress IQVIA’s AI strategy by launching multiple AI-enabled solutions across business units; advancing IQVIA’s Healthcare-grade AI® campaign; overseeing the filing of 90+ AI patent applications to protect IQVIA’s intellectual property; positioning the company for sustained growth through the deployment of 150+ highly specialized industry AI agents across clinical and commercial workflows; and developing relationships with strategic partners, including Amazon Web Services, Databricks, Medidata, Microsoft, NVIDIA, Oracle, Palantir, Salesforce, Snowflake, and Veeva, to enable ecosystem interoperability, strengthen IQVIA’s AI portfolio and accelerate innovation ●Received industry recognition from Everest Group for our AI leadership—the only clinical research organization to receive the highest ranking for generative AI leadership in life sciences ●Exceeded cost reduction target ●Returned $1.2 billion in cash to stockholders through the repurchase of approximately 7.4 million shares ●Led IQVIA’s M&A strategy, deploying approximately $1.8 billion of capital on strategic acquisitions and other investments, exceeding the target set for revenue contribution from acquisitions in 2025 compared to 2024, and achieving overall growth in line with acquisition strategy ●Completed successful internal reorganization of business units, creating simplified organizational structure to better align with strategic priorities to drive greater innovation and efficiency and achieve synergies from streamlined operations and enhanced collaboration, including promoting 62 leaders to expanded roles ●Completed a rigorous assessment of organizational structure and talent deployment to improve operational effectiveness, resulting in the elimination of approximately 3,300 roles ●Successfully refinanced $1.5 billion Term Loan B and €522 million Term Loan B with new $2.0 billion Term Loan B ●Successfully refinanced $4.5 billion in bank debt maturing in late 2026 and mid 2027, generating approximately $2 million in annual interest expense savings ●Re-priced cross-currency swaps, resulting in $42 million cash settlement from counterparties and $18 million in interest savings, improving profitability | | Accelerate R&DS growth | ●Delivered industry-leading, record contracted backlog of $32.7 billion, 5.3% growth compared to 2024, exceeding expectations ●Added over 400 net new R&DS customers in 2025, with strong momentum among emerging biopharmaceutical companies, exceeding target ●Increased emerging biopharmaceutical win rate, exceeding target ●Continued to advance global public health strategy, securing significant partnerships and achieving more than 100% growth in study-based global health revenue, significantly exceeding targets ●Successfully executed strategic acquisitions that expanded the Company’s footprint into early-phase oncology and established an early-phase clinical pharmacology presence, both delivering on business case and meeting targets ●Renewed and expanded our Functional Service Provider (FSP) strategic partnerships, including with the majority of top-15 pharmaceutical companies by revenue, exceeding target ●Directed the expansion of AI capabilities and execution across R&DS, developing several agentic AI products tackling some of the most difficult clinical trial workflows to simplify and accelerate them, including for compiling the trial master file, managing the informed consent process, and conducting data review ●Received industry recognition—the WCG Pinnacle Award—for IQVIA’s professionalism and collaboration with clinical trial sites worldwide |
Individual performance measures
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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 achieved double-digit revenue growth compared to 2024, exceeding target ●Accelerated revenue growth in several key business lines, including Medical Affairs and Patient Centered Solutions ●Launched IQVIA Health Communications Group and IQVIA Linguistic Validation Services, strengthening IQVIA’s AI-enabled end-to-end full-service capabilities across Medical Affairs and Patient Centered Solutions ●Expanded IQVIA’s position as a scientific thought leader in real world evidence and patient centered research, publishing more than 250+ external scientific publications—including 120+ on AI—and releasing two industry books outlining best practices for conducting patient centered research, exceeding target ●Drove significant AI innovation within the Real World Solutions business, launching two external real world AI products, including IQVIA AI Scientific Literature Review (uses healthcare grade AI to rapidly scan, extract, and summarize insights from large volumes of scientific publications) and AI PICO Simulation (AI-augmented modeling to predict population, intervention, comparator, outcome scenarios) ●Expanded IQVIA’s COA portfolio of IQVIA-owned and partner owned instruments, covering hundreds of patient experience domains, exceeding target ●Awarded “Best Mobile App for Patient Engagement” in the ninth annual MedTech Breakthrough Awards for our Health Research Space platform, which enables study participants to participate in studies from wherever they are located by phone, tablet or computer, supporting clinical trial efficiencies and improving patient care | | Execute on our commercial solutions strategy | ●Led overall business strategy of Technology and Analytics Solutions (TAS), resulting in TAS revenue of $6.6 billion, up 7.6% compared to 2024, exceeding revenue target ●Revitalized the Contract Sales and Medical Solutions (CSMS) business, leading overall strategy that drove revenue to $788 million—up 9.7% from 2024 and significantly above target ●~80% of new drug launches supported globally ●Achieved double digit growth in MedTech and Consumer Health, exceeding target ●Completed strategic acquisition of a value-based care performance analytics software platform and increased our capabilities in payer analytics, achieving target ●Launched AI agents for data and analytics and several external products, including Global Market Insights Agent and Field Force Companion, securing contracts with several top-20 pharmaceutical companies by revenue ●Received multiple prestigious industry recognitions in 2025, including being named as one of the “World’s Top HealthTech Companies” by TIME magazine, one of the “World’s Best Management Consulting Firms” by Forbes, and as a Leader in Everest Group’s Life Sciences AI and Analytics Services for Commercial PEAK Matrix® Assessment 2025 |
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
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Individual performance measures
| Ari Bousbib Chairman and Chief Executive Officer | | | Leadership/Governance Performance Measure Metrics | Key Achievements | | Develop and retain talent | ●Continued to maintain multi-year favorable overall IQVIA attrition rates well below pre-pandemic levels with 12-month trailing attrition remaining stable at 10.5% in 2025, consistent with the low levels achieved in 2024 ●As a result of the successful implementation of the new business unit model described earlier, provided significant new leadership opportunities, promoting 62 leaders to expanded roles, further strengthening the pipeline of succession candidates for key senior leadership positions ●Maintained 79% employee engagement across the organization. Notably, even as AI continues to reshape the workplace, 91% of employees agree they are acquiring the knowledge and skills to be effective in their work, exceeding the Fortune 500 benchmark average by eight points ●IQVIA was awarded five Human Capital Management Excellence Awards from the Brandon Hall Group in the areas of (i) best new hire onboarding program, (ii) best hybrid learning platform, (iii) best leadership development program; (iv) best custom content; and (v) best use of blended learning ●Mentored numerous high potential employees by directing leadership and development efforts, including our Future Leaders program, encouraging business unit engagement initiatives, and conducting in-person town halls and 1:1s with key talent across the world | | Effective oversight of corporate governance matters | ●Demonstrated commitment to Board refreshment and continuing to thoughtfully enhance the breadth of relevant skill sets and backgrounds on our Board by adding William G. Kaelin Jr., M.D., a Nobel Prize winner, to the Board in November 2025 ●Ensured AI governance at IQVIA is integrated into our broader corporate governance through the work of our AI Governance Council, with consulting and advisory support from our Center for Defensible Data and AI ●Provided strong leadership for Ethics & Compliance Program; notably, 95% of employees responded that they are aware of how to report ethical concerns based on the 2025 employee engagement surveys, exceeding the Fortune 500 benchmark average of 92% |
Individual performance measures
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Individual performance measures
| Ari Bousbib Chairman and Chief Executive Officer | | | Leadership/Governance Performance Measure Metrics | Key Achievements | | Stockholder engagement and value creation | ●Ended 2025 with 19 of 23 analysts issuing a “Buy” rating and none with a “Sell” rating ●Achieved a 14.7% shareholder return for the year, overcoming stock pressure from U.S. policy shifts and geopolitical challenges that pulled shares down to a low of $137.00. Focused efforts and consistent execution drove a strong recovery, closing the year at $225.41 ●Drove strong stockholder engagement by personally meeting with 91 unique buy side investment firms and 161 unique buy side individuals ●For the ninth consecutive year, IQVIA was named to the Fortune® World’s Most Admired Companies™ list. For the fifth year in a row, IQVIA earned first place in the Healthcare: Pharmacy and Other Services category. Notably, IQVIA ranked first in seven of the nine key attributes evaluated—innovation, people management, use of corporate assets, financial soundness, long-term investment value, quality of products/services and global competitiveness | | Sustainability | ●Advancements in sustainability efforts: ØContinued achievement of full My Green Lab® certification across all IQVIA laboratories, supported by more than 150 sustainability ambassadors, and advanced energy efficient practices including involvement in the 2025 International Freezer Challenge that avoided 765 metric tons of CO₂ emissions. Our laboratory in Singapore earned top level Green certification with 139 tons of CO2 emissions reduction, making it the ninth laboratory at IQVIA to achieve the highest honor ØDelivered safety and sustainability performance in IQVIA laboratories, with 41% of our laboratories now certified to ISO 14001 and ISO 45001—including our five largest U.S. labs—and achieving better than industry safety incident and lost time rates, underscoring the company’s commitment to sustainability and workplace safety ØRedesigned laboratory test kits to remove 36 metric tons of single-use plastics from the outer packaging and 148 metric tons of virgin cardboard from our inbound kit supply, eliminating 162 metric tons of CO₂ emissions in test kit emissions ØReduced traditional paper forms at clinical trial sites across 37 countries, avoiding 120 tons of CO₂ emissions ØContinued to decrease print volumes across the enterprise with our Think Before You Ink Campaign, resulting in a 37% decrease in printed page volumes in 2025, from our 2020 baseline, despite a nearly 40% increase in the number of our employees ●MSCI and CDP sustainability ratings improved from prior year ●Received positive feedback from investors on the continued disclosure enhancements made in our Sustainability Report |
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
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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 industry-leading, record contracted backlog of $32.7 billion, 5.3% growth compared to 2024, exceeding expectations ●Exceeded cost reduction target ●Completed successful internal reorganization of business units, creating simplified organizational structure to better align with strategic priorities to drive greater innovation and efficiency and achieve synergies from streamlined operations and enhanced collaboration, including promoting 62 leaders to expanded roles ●Supported rigorous assessment of organizational structure and talent deployment to improve operational effectiveness, resulting in the elimination of approximately 3,300 roles ●Successfully refinanced $1.5 billion Term Loan B and €522 million Term Loan B with new $2.0 billion Term Loan B ●Successfully refinanced $4.5 billion in bank debt maturing in late 2026 and mid 2027, generating approximately $2 million in annual interest expense savings ●Re-priced cross-currency swaps, resulting in $42 million cash settlement from counterparties and $18 million in interest savings, improving profitability ●Deployed $1.8 billion of capital on strategic acquisitions and other investments, exceeding the target set for revenue contribution from acquisitions in 2025 compared to 2024, and achieving overall growth in line with acquisition strategy | | Deliver increased stockholder value | ●Returned $1.2 billion in cash to stockholders through the repurchase of approximately 7.4 million shares ●Ended 2025 with 19 of 23 analysts issuing a “Buy” rating and none with a “Sell” rating ●Ended 2025 with shareholder return of 14.7% for the year ●Drove strong shareholder engagement by meeting with 180 unique buy side investment firms and 243 unique buy side individuals spanning 62 investor events | | 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 15 out of a possible 20 points for this performance measure, which results in a 159% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee.
Individual performance measures
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Individual performance measures
| Ronald E. Bruehlman Executive Vice President and Chief Financial Officer | | | Leadership/Governance Performance Measure Metrics | Key Achievements | | Develop and retain key talent | ●Continued to maintain multi-year favorable overall IQVIA attrition rates well below pre-pandemic levels with 12-month trailing attrition remaining stable at 10.5% in 2025, consistent with low levels achieved in 2024 ●Reorganized finance function in connection with internal business unit reorganization to drive efficiencies and achieve synergies from streamlined operations, retaining key talent | | Execute on employee engagement results | ●Implemented action plan to respond to employee survey results, including more regular communications in the form of greater management meetings, town halls and 1:1s ●Maintained 79% employee engagement across the organization. Notably, even as AI continues to reshape the workplace, 91% of employees agree they are acquiring the knowledge and skills to be effective in their work, exceeding the Fortune 500 benchmark average by eight points | | Refine succession plans for key talent | ●Effectively managed process of upcoming transition to a qualified Chief Financial Officer successor effective February 28, 2026 ●Supported development and appointment of succession of key talent across the Finance department ●Mentored key talent | | Further global Sustainability program | ●Advancements in sustainability efforts: ØContinued achievement of full My Green Lab® certification across all IQVIA laboratories, supported by more than 150 sustainability ambassadors, and advanced energy efficient practices including involvement in the 2025 International Freezer Challenge that avoided 765 metric tons of CO₂ emissions. Our laboratory in Singapore earned top level Green certification with 139 tons of CO2 emissions reduction, making it the ninth laboratory at IQVIA to achieve the highest honor ØDelivered safety and sustainability performance in IQVIA laboratories, with 41% of our laboratories now certified to ISO 14001 and ISO 45001—including our five largest U.S. labs—and achieving better than industry safety incident and lost time rates, underscoring the company’s commitment to sustainability and workplace safety ØRedesigned laboratory test kits to remove 36 metric tons of single-use plastics from the outer packaging and 148 metric tons of virgin cardboard from our inbound kit supply, eliminating 162 metric tons of CO₂ emissions in test kit emissions ØReduced traditional paper forms at clinical trial sites across 37 countries, avoiding 120 tons of CO₂ emissions ØContinued to decrease print volumes across the enterprise with our Think Before You Ink Campaign, resulting in a 37% decrease in printed page volumes in 2025, from our 2020 baseline, despite a nearly 40% increase in the number of our employees ●MSCI and CDP sustainability ratings improved from prior year ●Received positive feedback from investors on the continued disclosure enhancements in our Sustainability Report |
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
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Individual performance measures
| W. Richard Staub, III President, Research & Development Solutions | | | Operational/Strategic Performance Measure Metrics | Key Achievements | | Achieve financial plan | ●Achieved R&DS revenue growth of 4.3% compared to 2024, despite headwinds from U.S. policy changes ●Achieved industry-leading, record contracted backlog of $32.7 billion, 5.3% growth compared to 2024, exceeding expectations | | Deliver on long term operational and strategic goals | ●Expanded AI capabilities and execution across R&DS and developed several agentic AI products tackling some of the most difficult clinical trial workflows to simplify and accelerate them, including for compiling the trial master file, managing the informed consent process, and conducting data review ●Exceeded R&DS cost reduction target in 2025, building on the significant cost reductions previously implemented in 2023 and 2024 ●Achieved seven-day improvement in Days Sales Outstanding and a 3.5% improvement in cash collections over prior year ●Added more than 400 net new R&DS customers in 2025, with strong momentum among emerging biopharmaceutical companies, exceeding target ●Received industry recognition—the WCG Pinnacle Award—for IQVIA’s professionalism and collaboration with clinical trial sites worldwide | | Focus on new acquisitions and achieving business case | ●Completed strategic acquisition enabling the Company to expand its capabilities and enter into clinical pharmacology space, achieving business case and meeting expectations ●Completed strategic acquisition enabling the Company to expand its capabilities in early phase oncology and its footprint in site management, achieving business case and meeting expectations | | Launch / expanded growth in new services | ●Expanded R&DS global public health business, securing significant partnerships and achieving more than 100% growth in study-based global health revenue and gross new business, significantly exceeding targets ●Renewed and expanded FSP strategic partnerships, including with the majority of top-15 pharmaceutical companies by revenue, exceeding target |
Individual performance measures
Based on these achievements, the LDC Committee assessed a total score of 11 out of a possible 20 points for this performance measure, which results in a 109% 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
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Individual performance measures
| W. Richard Staub, III President, Research & Development Solutions | | | Leadership/Governance 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 General Management Acceleration Program ●58% of key talent within R&DS experienced career progression through promotions, role changes or participation in leadership programs ●Mentored key R&DS leadership talent | | Execute on employee engagement results | ●Designed and executed on detailed employee engagement action plans for each R&DS senior leadership team member ●Embedded employee engagement metrics into management cadence, employee events and town halls ●Maintained 79% employee engagement across the organization. Notably, even as AI continues to reshape the workplace, 91% of employees agree they are acquiring the knowledge and skills to be effective in their work, exceeding the Fortune 500 benchmark by eight points | | Execute on workforce optimization strategy | ●Completed successful reorganization of R&DS function to drive innovation and efficiencies and achieve synergies from streamlined operations and enhanced collaboration ●Spearheaded targeted efficiencies through our Manager Simplification program by upgrading training programs, streamlining the contract negotiation process and driving more than 170 business-driven enhancements to an AI-enabled product lifecycle tool | | Refresh senior leadership succession plans | ●Implemented a well-structured succession plan for the retirement of three key leaders with no business disruption ●Completed 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 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
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Individual performance measures
| Alistair R. Grenfell President, Commercial Solutions(1) | | | Operational/Strategic Performance Measure Metrics | Key Achievements | | Achieve financial plan | ●Accelerated revenue growth, exceeding target ●Accelerated net new business for Real World Solutions, exceeding target | | Deliver on long-term strategic and operational goals | ●Implemented comprehensive operational excellence initiatives, exceeding cost reduction target ●Developed strategic plan to increase sales to headquartered companies, exceeding the total contract value target | | Accelerate revenue in core business lines | ●Continued to advance global public health strategy, securing significant partnerships and achieving more than 100% growth in study-based global health revenue, significantly exceeding targets ●Delivered strong performance in payer-provider government business line, achieving growth year-over-year, securing first contract in Japan ●Executed focused strategic approach to biotech business, exceeding target for total contract value secured in 2025 | | Complete go-to-market optimization plan | ●Increased customer satisfaction score across tech and analytics ●Accelerated commercial performance by overhauling the go-to-market strategy, launching high impact customer engagement programs and installing new leadership ●Worked collaboratively with R&DS leadership to help support increase in R&DS win rate |
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. (1)Mr. Grenfell was appointed as President, Commercial Solutions on December 31, 2025. The achievements included here correspond to his prior role as President, Europe Middle East and Asia (EMEA).
Individual performance measures
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Individual performance measures
| Alistair R. Grenfell President, Commercial Solutions | | | Leadership/Governance Performance Measure Metrics | Key Achievements | | Develop and retain key talent | ●Conducted regular mentoring of high potential employees and provided them with opportunities to collaborate and enhance their leadership skills ●Mentored numerous high potential employees by conducting leadership and development initiatives and 1:1s with key talent across the region | | Develop future leaders and succession plans | ●Increased pool of potential successors across key roles with an average of 2.3 successors per role compared to 1.8 in 2024 ●Strengthened leadership pipeline and succession readiness through broad-based development initiatives, including delivering manager excellence programs to thousands of leaders, expanding career advocacy networks to engage employees globally, and hosting large-scale leadership events with high participant satisfaction | | Execute on employee engagement results | ●Embedded employee engagement metrics into management cadence, employee events and in-person and virtual town halls ●Maintained 79% employee engagement across the organization. Notably, even as AI continues to reshape the workplace, 91% of employees agree they are acquiring the knowledge and skills to be effective in their work, exceeding the Fortune 500 benchmark average by eight points | | Establish culture of innovation and operational excellence | ●Fostered a culture of innovation and operational excellence through regular leadership forums, in-person and virtual town halls, and targeted communications, driving measurable gains in employee survey results where employees reported a greater ability to challenge the status quo, a stronger connection to company vision and improved collaboration |
Individual performance measures
Based on these achievements, the LDC Committee assessed a total score of 15 out of a possible 20 points for this performance measure, which results in a 159% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee.
Individual performance measures
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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 target for legal costs as percentage of revenue ●Provided strong leadership for the legal function across the globe ●Successfully integrated new hires into the legal function ●Ensured strong alignment between the legal function and the business units on operational and strategic priorities ●Led enterprise risk management function | | Achieve favorable outcomes on litigation | ●Managed ongoing litigations favorably for IQVIA ●Settled significant litigations on favorable terms for IQVIA | | Continue to enhance stockholder engagement | ●Proactively engaged with stockholders to promote dialogue, build relationships with institutional investors and promote support for Board and management, while receiving shareholder feedback ●All directors received results in favor of their election ●Effectively addressed shareholder feedback by engaging on proposals ●Continued favorable feedback from investors on proxy disclosure and engagement program | | Provide effective support of M&A program | ●Oversaw comprehensive legal support for all acquisition and investment activity ●Managed new Hart-Scott-Rodino filing requirements without undue delay |
Individual performance measures
Based on these achievements, the LDC Committee assessed a total score of 15 out of a possible 20 points for this performance measure, which results in a 159% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee.
Individual performance measures
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Individual performance measures
| Eric M. Sherbet Executive Vice President, General Counsel and Secretary | | | Leadership/Governance Performance Measure Metrics | Key Achievements | | Develop and retain key talent | ●Provided increased responsibilities to key talent, strengthening bench ●Continued to implement regular sessions for legal leaders to collaborate and share insights | | Execute on employee engagement results | ●Maintained 79% employee engagement across the organization. Notably, even as AI continues to reshape the workplace, 91% of employees agree they are acquiring the knowledge and skills to be effective in their work, exceeding the Fortune 500 benchmark average by eight points ●95% of employees responded that they are aware of how to report ethical concerns based on the 2025 employee engagement surveys, exceeding the Fortune 500 benchmark by 3 points and 0.8 points better than 2024 | | Provide effective oversight and support of corporate governance matters | ●In furtherance of the Company’s commitment to Board refreshment and enhancement of relevant skill sets and backgrounds on our Board, supported the identification and onboarding of William G. Kaelin Jr., M.D., a Nobel Prize winner, to the Board in November 2025 ●Managed comprehensive new director onboarding program ●Provided strong leadership for Ethics & Compliance Program | | Further global Sustainability program | ●Advancement in sustainability efforts: ØContinued achievement of full My Green Lab® certification across all IQVIA laboratories, supported by more than 150 sustainability ambassadors, and advanced energy efficient practices including involvement in the 2025 International Freezer Challenge that avoided 765 metric tons of CO₂ emissions. Our laboratory in Singapore earned top level Green certification with 139 tons of CO2 emissions reduction, making it the ninth laboratory at IQVIA to achieve the highest honor ØDelivered safety and sustainability performance in IQVIA laboratories, with 41% of our laboratories now certified to ISO 14001 and ISO 45001—including our five largest U.S. labs—and achieving better than industry safety incident and lost time rates, underscoring the company’s commitment to sustainability and workplace safety ØRedesigned laboratory test kits to remove 36 metric tons of single-use plastics from the outer packaging and 148 metric tons of virgin cardboard from our inbound kit supply, eliminating 162 metric tons of CO₂ emissions in test kit emissions ØReduced traditional paper forms at clinical trial sites across 37 countries, avoiding 120 tons of CO₂ emissions ØContinued to decrease print volumes across the enterprise with our Think Before You Ink Campaign, resulting in a 37% decrease in printed page volumes in 2025, from our 2020 baseline, despite a nearly 40% increase in the number of our employees ●MSCI and CDP sustainability ratings improved from prior year ●Received positive feedback from investors on the continued disclosure enhancements made in our Sustainability Report |
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
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Individual performance measures
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/Governance Performance Measure | | Ari Bousbib | 125% | 175% | | Ronald E. Bruehlman | 159% | 142% | | W. Richard Staub, III | 109% | 125% | | Alistair R. Grenfell | 142% | 159% | | Eric M. Sherbet | 159% | 142% |
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%. As a result of the Company’s many accomplishments despite the challenging year, the LDC Committee strongly considered individual performance adjustments for the CEO and other named executive officers based on the significant achievements set forth in the tables below.
Individual performance adjustment
| Named Executive Officer short-term incentive award determinations | | As noted above, the LDC Committee strongly considered positive individual performance adjustments for the CEO and other named executive officers based on the significant achievements described in the preceding tables despite a number of challenging macroenvironmental and industry factors, including industry headwinds, U.S. policy changes and other regulatory actions, among other factors, affecting the industry. Despite the LDC Committee’s belief that a positive individual performance adjustment was warranted, our CEO requested that he receive no individual performance adjustment. In addition, our CEO requested that the other named executive officers receive Annual Plan payouts based solely on the calculated formula-based performance payout factor but with no positive 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 with no individual performance adjustment. For the other named executive officers, the LDC Committee approved Annual Plan payouts as calculated with no individual performance adjustments. |
Individual performance adjustment
| 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% | 137.9% | | $4,966,127 | | 0% | | $4,966,127 | | Ronald E. Bruehlman | $905,000 | 100% | 143.0% | | $1,294,584 | | 0% | | $1,294,584 | | W. Richard Staub, III | $800,000 | 100% | 117.8% | | $943,014 | | 0% | | $943,014 | | Alistair R. Grenfell(2) | $629,907 | 100% | 127.9% | | $806,945 | | 0% | | $806,945 | | Eric M. Sherbet | $665,000 | 85% | 135.2% | | $764,301 | | 0% | | $764,301 |
2025 Long-Term Incentive Awards
2025 Long-Term Incentive Awards The LDC Committee met on January 28, 2025, to determine 2025 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.”
2025 Long-Term Incentive Awards
| Named Executive Officer | Performance Shares | SARs | | Ari Bousbib | $15,749,957 | $4,528,317 | | Ronald E. Bruehlman | $6,749,807 | $2,249,984 | | W. Richard Staub, III | $5,249,918 | $1,749,982 | | Alistair R. Grenfell | $5,999,964 | $1,999,950 | | Eric M. Sherbet | $2,999,982 | $999,946 |
2025 Long-Term Incentive Awards
The 2025-2027 performance share awards provide for the grant of common stock at the end of the three-year performance period based on the achievement of Adjusted Diluted EPS growth and Relative TSR goals over that period. For purposes of the Relative TSR metric, performance is measured against a Blended Benchmark defined as the S&P 500 (weighted 50%) and the S&P Composite 1500–Pharmaceuticals (weighted 50%). The 3-Year Relative TSR metric versus Blended Benchmark represents 25% of the award and the 3-Year Adjusted Diluted EPS Growth metric
2025 Long-Term Incentive Awards
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2025 Long-Term Incentive Awards
represents 75%. The target percentile for the 3-Year Relative TSR versus Blended Benchmark is set at the 55th percentile, with a minimum threshold set at the 25th percentile and maximum threshold set at the 75th percentile. The target percentage for the 3-Year Adjusted Diluted EPS Growth metric is 7.0%, with a minimum threshold of 4.3% and maximum threshold of 9.5%. The percentage payout for minimum threshold, target and maximum is 50%, 100% and 200%, respectively, for both performance metrics. The LDC Committee, based on discussions with our external compensation consultant, set the 3-year Adjusted Diluted EPS Growth target at 7.0% to better align with our business plans and market expectations to effectively motivate and incent management to deliver on the Company’s commitments, instead of using a static growth target, often unrelated to our business plan, year after year, which had been our approach for the past eight years. Each year, when granting new performance share awards, the LDC Committee will determine what the most appropriate 3-year Adjusted Diluted EPS Growth rate will be based on our business plans and market expectations for the upcoming 3-year period. IQVIA had previously been an outlier within our peer group by using a static 10% 3-Year Adjusted Diluted EPS Growth target year-over-year. This change better aligns our LTI awards to those granted by companies within our peer group and with market practice. The S&P Composite 1500–Pharmaceuticals index was added as part of the Blended Benchmark by the LDC Committee, after consultation with our external compensation consultant, for comparison because it enables our LDC Committee to assess our performance against an objective market index of relevant industry participants in addition to the broader market index represented by the S&P 500.
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 January 2025. 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 2024 notwithstanding the healthcare sector had a challenging year in 2024, underperforming the broader market, nearing its worst performance in the past 30 years. Contract research organizations were particularly challenged, with declining stock price performance. In addition, we faced considerable macroenvironmental and industry challenges, 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. 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. 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 January 2025.
Achievement determinations for 2023-2025 performance shares
Achievement determinations for 2023-2025 performance shares Performance share awards granted to our named executive officers on February 13, 2023, 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 2023-2025 performance shares ended on December 31, 2025. 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.
Achievement determinations for 2023-2025 performance shares
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Achievement determinations for 2023-2025 performance shares
During the 2023-2025 performance period, the healthcare sector experienced considerable macroenvironmental and industry challenges, 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 policy decisions in the United States and around the world and other turmoil After careful consideration of all of these extraordinary factors, all of which were outside the Company’s control, the LDC Committee nevertheless decided to make no adjustment. In 2023, the U.K. government significantly increased the U.K. 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 2023-2025 performance shares, the LDC Committee approved an adjustment benefiting 2025 Adjusted Diluted EPS to negate the negative impact of the U.K. corporate tax rate increase. This resulted in the payout factor for the 2023-2025 performance period changing from 75.0% to 80.9%. 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 2023-2025 performance shares were as follows:
Achievement determinations for 2023-2025 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% | 9.0% | 86.7% | 65.1% | | 3-Year TSR vs. S&P 500 (percentile) | 25% | 25 | 55 | 75 | 33 | 63.5% | 15.9% | | | | | | | | Final Payout: | 80.9% |
Achievement determinations for 2023-2025 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—2025 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 2023-2025 performance shares. This is the second year in a row that performance share awards have paid out below target as the 2022-2024 performance shares paid out at 53.5%. 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 each of the past two years. For example, the grant date fair value of the 2023-2025 Performance Shares awarded to our CEO in 2023 was approximately $16.4 million at 100% of target, as set forth in the 2023 Grants of Plan-Based Awards table. The realized value of these 2023-2025 Performance Shares delivered to our CEO, based on the achievement level approved by the LDC Committee on February 8, 2026, was approximately $10.7 million. This represents a 35% 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 2023 was approximately $4.7 million; those SARs are collectively worth $0 as of February 8, 2026.
Achievement determinations for 2023-2025 performance shares
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Termination benefits
Termination benefits We provide severance, change of control and retirement protections to our Chief Executive Officer pursuant to his employment agreement. Mr. Staub has severance protection in his employment arrangement. Messrs. Bruehlman and Sherbet have severance protection through our Employee Protection Plan. Mr. Grenfell is located in the United Kingdom and is not eligible to participate in the IQVIA Employee Protection Plan. There are no severance or change in control protections in place for Mr. Grenfell. These employment agreements and plans are summarized under “Compensation of Named Executive Officers—Potential Payments Upon Termination or Change in Control.” Our severance and change in control protections are designed to be fair and competitive and to aid in attracting and retaining experienced executives. We believe the protection we provide, including the level of severance payments and post-termination benefits and our limited change in control benefits, is appropriate and within the range of competitive practice. Our employment agreements, plans and other compensation arrangements do not provide for any excise tax gross-up payment to our named executive officers. Any taxes, including golden parachute excise taxes, resulting from severance or any other change in control-related compensation are the responsibility of the executive.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table presents summary information regarding the compensation awarded to, earned by, or paid to each of our named executive officers for services rendered to us in all capacities for the fiscal years ended December 31, 2025, 2024 and 2023, if the named executive officer was an executive officer in that fiscal year.
2025 Summary Compensation Table
| Year | Salary ($)(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 | | | | | | | | | | 2025 | 1,800,000 | — | 15,749,957 | 4,528,317 | 4,966,127 | 689,848 | 393,996 | 28,128,245 | | 2024 | 1,800,000 | — | 15,749,918 | 4,489,065 | 3,600,000 | 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 | | Ronald E. Bruehlman Executive Vice President, Chief Financial Officer | | | | | | | | | | 2025 | 905,000 | — | 6,749,807 | 2,249,984 | 1,294,584 | 177,825 | 67,000 | 11,444,200 | | 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 | | W. Richard Staub, III President, Research & Development Solutions | | | | | | | | | | 2025 | 800,000 | — | 5,249,918 | 1,749,982 | 943,014 | — | 86,065 | 8,828,979 | | 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 | | Alistair R. Grenfell President, Commercial Solutions | | | | | | | | | | 2025 | 629,907 | — | 5,999,964 | 1,999,950 | 806,945 | — | 267,740 | 9,704,506 | | Eric M. Sherbet Executive Vice President, General Counsel and Secretary | | | | | | | | | | 2025 | 665,000 | — | 2,999,982 | 999,946 | 764,301 | — | 71,569 | 5,500,798 | | 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 |
2025 Summary Compensation Table
(1)Mr. Grenfell 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 2025 (~1.32USD/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. (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 2025 are included in Note 17 to our consolidated audited financial statements for the fiscal year ended December 31, 2025, included in Part II of our Annual Report on Form 10-K. For performance shares granted to our named executive officers in 2025, 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 2025, assuming the highest level of achievement of the performance conditions, was $31,499,915 for Mr. Bousbib, $13,499,615 for Mr. Bruehlman, $10,499,836 for Mr. Staub, $11,999,929 for Mr. Grenfell, and $5,999,964 for Mr. Sherbet.
2025 Summary Compensation Table
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2025 Summary Compensation Table
2025 Summary Compensation Table (3)Amounts reflect the aggregate grant date fair value for each SAR award granted in the relevant fiscal year as computed in accordance with ASC 718, excluding the impact of estimated forfeitures. Assumptions used in the calculation of these amounts in 2025 are included in Note 17 to our consolidated audited financial statements for the fiscal year ended December 31, 2025, included in Part II of our Annual Report on Form 10-K. (4)Amounts for 2025 reflect amounts to be paid in March 2026 under the Annual Plan, as applicable, to the named executive officer, as approved by the LDC Committee. See “Compensation Discussion and Analysis—2025 Compensation Determinations—2025 Short-Term Incentive Awards.” The amount for Mr. Grenfell has been converted from British Pounds to U.S. dollars using the average of the monthly average exchange rates for 2025 (~1.32 USD/GBP). (5)2025 values represent (i) the aggregate change in the present value of each named executive officer’s accumulated benefit under the IMS Health Retirement Plan and Retirement Excess Plan from December 31, 2024 to December 31, 2025, and (ii) interest earned from December 31, 2024 to December 31, 2025 on deferred compensation that is considered “above-market interest” under SEC rules. The change in pension value is broken down below to show the effect of an additional year of service by the named executive officer on the present values versus changes in present value attributable to actuarial assumptions. Each of these components is shown in the following table:
2025 Summary Compensation Table
| | Change in Present Value of Pension Benefit | | | | Name | Due to additional accruals ($) | Due to change in actuarial assumptions ($) | Total ($) | | Ari Bousbib | 689,430 | 418 | 689,848 | | Ronald E. Bruehlman | 164,261 | 13,564 | 177,825 |
2025 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 $5,944 for Mr. Grenfell; (ii) matching contributions to the IQVIA 401(k) plan on behalf of our U.S based named executive officers of $10,500 each for Messrs. Bousbib and Bruehlman, $15,750 for Messrs. Staub and Sherbet and $129,002 for Mr. Grenfell pursuant to the IMS (U.K.) Pension Plan, consisting of $13,185 in pension plan contributions and the remainder delivered through contributions to the named executive officer; (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 $159,025 for Mr. Bousbib, $56,500 for Mr. Bruehlman, $62,791 for Mr. Staub, $48,295 for Mr. Sherbet; (iv) car and fuel allowance of $23,013 and personal use of a company provided car service of $109,781 for Mr. Grenfell 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 $37,361 and (z) personal usage of the Company’s aircraft of $129,586. For safety, security and productivity reasons, we strongly advise Mr. Bousbib to use Company aircraft for personal travel. The amount of incremental cost for personal aircraft usage is determined by calculating the hourly variable costs (i.e., fuel, aircraft maintenance, landing and parking fees, crew costs and other miscellaneous costs) for the aircraft, and then multiplying the result by the hours flown for personal use during the year. The amounts for Mr. Grenfell have been converted from GBP to U.S. dollars using the average of the monthly average exchange rates for 2025 (~1.32 USD/GBP).
2025 Summary Compensation Table
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2025 Summary Compensation Table
The following table sets forth information regarding plan-based awards made to each of our named executive officers during 2025.
2025 Summary Compensation Table
| | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | | Estimated Future Payouts Under Equity Incentive Plan Awards(4) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options ($)(5) | Exercise or Base Price of Option Awards ($)(6) | Grant Date Fair Value of Stock and Option Awards ($)(7) | | Name | | Grant Date | Threshold ($)(2) | Target ($) | Maximum ($)(3) | Threshold (#) | | Target (#) | Maximum (#) | | | | | | | Ari Bousbib | | | | | | | | | | | | | | | | — | — | 3,600,000 | 7,200,000 | | — | — | — | — | — | — | — | | | | 1/28/25 | — | — | — | | 38,711 | 77,422 | 154,844 | — | — | — | 15,749,957 | | | | 1/28/25 | — | — | — | | — | — | — | — | 73,741 | 203.43 | 4,528,317 | | | Ronald E. Bruehlman | | | | | | | | | | | | | | | | — | — | 905,000 | 1,810,000 | | — | — | — | — | — | — | — | | | | 1/28/25 | — | — | — | | 16,590 | 33,180 | 66,360 | — | — | — | 6,749,807 | | | | 1/28/25 | — | — | — | | — | — | — | — | 31,603 | 203.43 | 2,249,984 | | | W. Richard Staub, III | | | | | | | | | | | | | | | | — | — | 800,000 | 1,600,000 | | — | — | — | — | — | — | — | | | | 1/28/25 | — | — | — | | 12,903 | 25,807 | 51,614 | — | — | — | 5,249,918 | | | | 1/28/25 | — | — | — | | — | — | — | — | 24,580 | 203.43 | 1,749,982 | | | Alistair R. Grenfell | | | | | | | | | | | | | | | | — | — | 629,907 | 1,259,814 | | — | — | — | — | — | — | — | | | | 1/28/25 | — | — | — | | 14,747 | 29,494 | 58,988 | — | — | — | 5,999,964 | | | | 1/28/25 | — | — | — | | — | — | — | — | 28,091 | 203.43 | 1,999,950 | | | Eric M. Sherbet | | | | | | | | | | | | | | | | — | — | 565,250 | 1,130,500 | | — | — | — | — | — | — | — | | | | 1/28/25 | — | — | — | | 7,373 | 14,747 | 29,494 | — | — | — | 2,999,982 | | | | 1/28/25 | — | — | — | | — | — | — | — | 14,045 | 203.43 | 999,946 |
2025 Summary Compensation Table
(1)Represents annual cash incentive award opportunities granted under the Annual Plan. As described in “Compensation Discussion and Analysis—2025 Compensation Determinations—2025 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 2025 is included in the Summary Compensation Table above, in the column labeled “Non-Equity Incentive Plan Compensation.” The amounts for Mr. Grenfell have been converted from GBP to U.S. dollars using the average of the monthly average exchange rates for 2025 (~1.32 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—2025 Compensation Determinations—2025 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—2025 Compensation Determinations—2025 Short-Term Incentive Awards.” (4)Represents performance shares granted in 2025. See “Compensation Discussion and Analysis—2025 Compensation Determinations—2025 Long-Term Incentive Awards.” (5)Consists of the number of time-based SARs granted in 2025, which vest over three years in three equal installments beginning on the first anniversary of the grant date. See “Compensation Discussion and Analysis—2025 Compensation Determinations—2025 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 2025 determined in accordance with FASB ASC Topic 718. See footnotes (2) and (3) to the “2025 Summary Compensation Table.”
2025 Summary Compensation Table
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Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table
Narrative Disclosure to Summary Compensation Table and 2025 Grants of Plan-Based Awards Table We have entered into agreements with Messrs. Bousbib, Bruehlman, Grenfell, Sherbet and Staub 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. Grenfell, 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.”
2025 Option Exercises and Stock Vested
2025 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 2025.
2025 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 | 167,592 | 26,319,868 | 64,025 | 14,305,598 | | Ronald E. Bruehlman | — | — | 18,292 | 4,087,113 | | W. Richard Staub, III | — | — | 3,211 | 714,774 | | Alistair R. Grenfell | 48,343 | 3,593,663 | 15,953 | 3,519,292 | | Eric M. Sherbet | 21,870 | 1,981,723 | 7,540 | 1,686,056 |
2025 Option Exercises and Stock Vested
(1)Calculated by multiplying the number of shares of our common stock acquired upon exercise by the difference between the exercise price and the market price of our common stock on the exercise date. (2)Amounts shown in these columns reflect restricted stock units and/or performance share awards that vested during 2025. The performance share awards for the 2023-2025 performance period vested on December 31, 2025, and were earned by each named executive officer based on the LDC Committee’s certification on February 8, 2026. See “Compensation Discussion and Analysis—2025 Compensation Determinations—2025 Long-Term Incentive Awards—Achievement determinations for 2023-2025 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 59,038 net shares in aggregate with individual shares retained as follows:
2025 Option Exercises and Stock Vested
| Name | Total Net Shares Retained | | Ari Bousbib | 32,291 | | Ronald E. Bruehlman | 10,584 | | W. Richard Staub, III | 2,264 | | Alistair R. Grenfell | 8,453 | | Eric M. Sherbet | 5,446 |
2025 Option Exercises and Stock Vested
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2025 Option Exercises and Stock Vested
2025 Pension Benefits
2025 Pension Benefits
2025 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, 2025. 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 2025 fiscal year.
2025 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 12/31/25 ($)(3) | | Ari Bousbib | IMS Health Retirement Plan | 14.33 | 311,768 | — | — | | | IMS Health Retirement Excess Plan | 14.33 | 6,672,121 | — | 6,633,332 | | Ronald E. Bruehlman | IMS Health Retirement Plan | 10.50 | 241,452 | — | — | | | IMS Health Retirement Excess Plan | 10.50 | 818,754 | — | 812,250 | | W. Richard Staub, III | — | — | — | — | — | | Alistair R. Grenfell | — | — | — | — | — | | Eric M. Sherbet | — | — | — | — | — |
2025 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, 2025, 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 4.60% under the Retirement Plan and 4.60% 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 5.70% and 5.00%, 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, 2025, 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, 2025. The present value determined as of, and the lump sum payable as of December 31, 2025, is shown above. The following key actuarial assumptions and methodologies were used to calculate the present value on December 31, 2025 the Retirement Excess Plan account balance as of December 31, 2025 was converted into an annuity payable on December 31, 2025, using a 4.69% interest rate and the GAM 83 Unisex Mortality Table. The resulting annuity was converted to a lump sum payable on December 31, 2025, using an interest rate of 3.987% and the GAM 83 Mortality Table.
2025 Pension Benefits
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2025 Pension Benefits
IMS Health Defined Benefit Retirement Plans
2025 Non-Qualified Deferred Compensation
2025 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 2025 fiscal year under the IQVIA Elective Deferred Compensation Plan, as applicable.
2025 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 2025(2) ($) | | Ari Bousbib | — | 4,587,296 | — | 30,166,568 | | Ronald E. Bruehlman | — | — | — | — | | W. Richard Staub, III | — | — | — | — | | Alistair R. Grenfell(3) | — | — | — | — | | Eric M. Sherbet | — | — | — | — |
2025 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, 2025. (3)Mr. Grenfell is not eligible to participate because he resides outside of the United States. The following table describes our non-qualified deferred compensation plans.
2025 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) |
2025 Non-Qualified Deferred Compensation
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2025 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. Grenfell, 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, 2025.
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) | 2,156,006 | 2,156,006 | 2,156,006 | — | 2,156,006 | | | Performance-based equity awards(3) | 34,015,045 | 34,015,045 | 34,015,045 | — | 34,015,045 | | | Total | 46,971,051 | 36,171,051 | 36,171,051 | — | 46,971,051 | | Ronald E. Bruehlman | Severance Pay(4) | 452,500 | — | — | — | 452,500 | | | Health & Welfare Benefits(5) | 7,351 | — | — | — | 7,351 | | | Outplacement(6) | 3,109 | — | — | — | 3,109 | | | Total | 462,960 | — | — | — | 462,960 | | W. Richard Staub, III | Severance Pay(4) | 2,762,500 | — | — | — | 2,762,500 | | | Health & Welfare Benefits(5) | 22,053 | — | — | — | 22,053 | | | Total | 2,784,553 | — | — | — | 2,784,553 | | Alistair R. Grenfell | Severance Pay(4) | 24,174 | — | — | — | 24,174 | | | Total | 24,174 | — | — | — | 24,174 | | Eric M. Sherbet | Severance Pay(4) | 332,500 | — | — | — | 332,500 | | | Health & Welfare Benefits(5) | 10,049 | — | — | — | 10,049 | | | Outplacement(6) | 3,109 | — | — | — | 3,109 | | | Total | 345,658 | — | — | — | 345,658 |
Summary of Potential Payments
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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, 2025 ($225.41), the last business day of fiscal year 2025. For purposes of this table, we have assumed that all time-based SARs would be assumed, continued or substituted in connection with a change in control and that, as a result, all time-based SARs 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 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, 2025 ($225.41). 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, 2025. 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 U.K. employment law, Mr. Grenfell 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. Grenfell have been converted from GBP to U.S. dollars using the average of the monthly average exchange rates for 2025 (~1.32 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, 2025 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.
Summary of Potential Payments
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Summary of Potential Payments
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 2025, 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 2025, and that using this median employee will not significantly affect our pay ratio disclosure. For 2025, the annual total compensation of our median employee, calculated under applicable SEC rules, was $102,424. For 2025, the annual total compensation for our Chief Executive Officer is reported in the “2025 Summary Compensation Table” above. On this basis, the ratio of our Chief Executive Officer’s annual total compensation to our median employee’s annual total compensation is estimated at 275:1.
CEO Pay Ratio
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CEO Pay Ratio
The following table reports the compensation of our Principal Executive Officer (PEO) and the average compensation of the other Named Executive Officers (Other NEOs) as reported in the Summary Compensation Table for the past five fiscal years, as well as their “compensation actually paid” as calculated pursuant to SEC rules and certain performance measures required by the rules.
CEO Pay Ratio
| | Summary Compensation Table Total for PEO ($)(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) | | 2025 | 28,128,245 | 36,068,712 | 8,869,621 | 11,081,528 | 125.81 | 186.82 | 1,360 | 7.1 | | 2024 | 26,732,998 | 11,450,139 | 6,575,714 | 4,095,455 | 109.68 | 158.83 | 1,373 | 9.1 | | 2023 | 29,151,752 | 42,292,899 | 4,523,047 | 4,103,793 | 129.14 | 147.52 | 1,358 | 0.4 | | 2022 | 30,135,029 | 5,961,064 | 5,007,016 | 1,702,449 | 114.36 | 137.91 | 1,091 | 12.5 | | 2021 | 28,615,851 | 88,421,980 | 4,395,745 | 10,062,332 | 157.47 | 136.17 | 966 | 40.7 |
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
| 2021 | 2022 | 2023 | 2024 | 2025 | | Ronald E. Bruehlman | Ronald E. Bruehlman | Ronald E. Bruehlman | Ronald E. Bruehlman | Ronald E. Bruehlman | | W. Richard Staub, III | Costa Panagos | W. Richard Staub, III | W. Richard Staub, III | W. Richard Staub, III | | Kevin C. Knightly | Kevin C. Knightly | Kevin C. Knightly | Bhavik Patel | Alistair R. Grenfell | | Eric M. Sherbet | Eric M. Sherbet | Eric M. Sherbet | Eric M. Sherbet | Eric M. Sherbet | | | | 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 Messrs. Grenfell and Patel have been converted from GBP to U.S. dollars using the average of the monthly average exchange rates for 2025 and 2024, respectively. 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 ($) | Compensation Actually Paid to PEO ($) | | 2025 | 28,128,245 | (689,848) | (20,278,274) | 270,289 | 28,638,300 | 36,068,712 | | 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 |
CEO Pay Ratio
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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 ($) | Average Compensation Actually Paid to Other NEOs ($) | | 2025 | 8,869,621 | (44,456) | (6,999,883) | 16,601 | 9,239,646 | 11,081,528 | | 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 |
CEO Pay Ratio
The amounts for Messrs. Grenfell and Patel have been converted from GBP to U.S. dollars using the average of the monthly average exchange rates for 2025 and 2024, respectively. 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 ($) | | 2025 | 24,951,534 | 3,156,942 | — | 529,824 | — | — | 28,638,300 | | 2024 | 17,350,975 | (6,450,390) | — | (3,738,897) | (1,777,764) | — | 5,383,924 | | 2023 | 22,020,972 | 1,379,297 | — | 11,485,356 | — | — | 34,885,625 | | 2022 | 16,869,138 | (15,553,971) | — | (3,976,217) | — | — | (2,661,050) | | 2021 | 34,647,149 | 25,065,538 | — | 18,849,400 | — | — | 78,562,087 |
CEO Pay Ratio
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Other NEOs ($) | 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 ($) | Total - Average Inclusion of Equity Values for Other NEOs ($) | | 2025 | 8,317,047 | 828,084 | — | 94,514 | — | — | 9,239,646 | | 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 |
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. For 2025, 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 2025 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.
CEO Pay Ratio
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CEO Pay Ratio
(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 2025 to the Company’s performance:
CEO Pay Ratio
| Performance Metrics | | Adjusted Diluted EPS Growth (as defined in “Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentive Awards,” described on page 57) | | Relative Total Stockholder Return (as defined in “Compensation Discussion and Analysis—Elements of Compensation— Long-Term Incentive Awards,” described on page 60) | | Revenue (as defined in “Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentive Awards,” described on page 57) | | Adjusted EBITDA (as defined in “Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentive Awards,” described on page 57) |
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 2025 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.
CEO Pay Ratio
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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 2021 to 2025:
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 | | | 2021 to 2025 | (59)% | â | 10% | á | 26% | á | 87% | á | 41% | á | 86% | 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 2021 to 2025, the compensation actually paid to our PEO decreased by 59% and the average of the compensation actually paid to the Other NEOs increased by 10%, compared to a 26% 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 2021 to 2025, the compensation actually paid to our PEO decreased by 59% and the average of the compensation actually paid to the Other NEOs increased by 10%, compared to a 41% 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 2021 to 2025, the compensation actually paid to our PEO decreased by 59% and the average of the compensation actually paid to the Other NEOs increased by 10%, compared to a 86% 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 87% from 2021 to 2025 as compared to the Company’s TSR, which increased by 26% over the same time period.
Relationship Between Compensation Actually Paid and Performance Measures
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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, 2026. 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 2026 Annual Meeting and is free to make statements during the 2026 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
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Relationship Between Compensation Actually Paid and Performance Measures
| Audit | |
IQVIA’s Statement in Opposition to Mr. Chevedden’s Proposal
Mr. Bousbib has been our Chairman and Chief Executive Officer since 2016. We believe that combining the roles of Chairman and CEO provides for effective and efficient leadership because, among other things, it recognizes the value of one person both speaking for and leading the Company and the Board. This structure also recognizes the fact that our Chairman and CEO has a unique depth of knowledge about the Company and the varied and complex
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.