UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

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

(Amendment No.     )

  Filed by the Registrant   Filed by a Party other than the Registrant

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IQVIA HOLDINGS INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE

of 2023 Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders of IQVIA Holdings Inc. (2023 Annual Meeting) on Tuesday, April 18, 2023, at 9:00 am E.D.T. at the Hotel Zero Degrees, 15 Milestone Road, Danbury, Connecticut. This Notice of Meeting, and the Proxy Statement accompanying this letter, describes the business to be conducted at the 2023 Annual Meeting and provides further information about IQVIA.

AGENDA

Proposal 1:

Election of three director nominees to one-year terms

Proposal 2:

Approve an advisory (non-binding) resolution to approve our executive compensation (say-on-pay)

Proposal 3:

Approve an amendment to our Certificate of Incorporation to adopt a stockholders’ right to request a special stockholder meeting

Proposal 4:

Consider a stockholder proposal, if properly presented, concerning special stockholder meetings

Proposal 5:

Consider a stockholder proposal, if properly presented, for separate Chairman and Chief Executive Officer roles

Proposal 6:

Ratify our Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023

Other business, if properly raised.

The Board of Directors recommends that you vote “FOR” each director nominee included in Proposal 1 and “FOR” Proposals 2, 3 and 6. The Board of Directors recommends that you vote “AGAINST” Proposals 4 and 5. The full text of these proposals appears in the accompanying Proxy Statement. Registered stockholders of the Company at the close of business on the record date are eligible to vote at the meeting.

By Order of the Board of Directors,

Eric M. Sherbet
Executive Vice President, General Counsel and Secretary
February 27, 2023
Danbury, Connecticut

Time, Date & Location

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

Tuesday, April 18, 2023

Hotel Zero Degrees

15 Milestone Road

Danbury, Connecticut 06810

YOUR VOTE IS IMPORTANT

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

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

Important Notice Regarding the Availability of Proxy Materials for the 2023 Annual Meeting of Stockholders to Be Held on April 18, 2023:

Our Notice of Meeting, Proxy Statement, Form of Proxy Card & 2022 Annual Report on Form 10-K are available at: https://materials.proxyvote.com/46266C

We recommend that you review the information on the process for, and deadlines applicable to, voting, attending the 2023 Annual Meeting and appointing a proxy under “About the 2023 Annual Meeting” on page 135 of the Proxy Statement.

IQVIA HOLDINGS INC.     2023 Proxy Statement 1

Message from our
Lead Independent
Director IQVIA HOLDINGS INC.
83 Wooster Heights Road
Danbury, Connecticut 06810

John M. Leonard, M.D. Lead Independent Director February 27, 2023

Dear Stockholders:

On behalf of the Board of Directors, I would like to thank you for your continued support of IQVIA. As your Lead Independent Director, it is my distinct pleasure to outline the efforts of the Board to provide robust, independent oversight in furtherance of your interests. Throughout 2022, consistent with prior years, the Board worked closely with our Chief Executive Officer and management to further IQVIA’s overall mission, enhance our corporate governance program, advance our environmental, social and governance (ESG) initiatives, and to proactively engage with our stockholders.

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

An essential role of the Board is to provide robust corporate governance and effective independent oversight of IQVIA’s corporate strategy and execution. The Board regularly reviews our corporate governance policies and practices and in recent years has continued to make enhancements that we believe are in the best interests of the Company and our stockholders. Since 2020, key changes include, among others:

•

adopting a majority voting standard for directors in uncontested elections

•

declassifying the Board; current director nominees up for election to one-year terms

•

moving to annual say-on-pay votes

•

removing all stockholder supermajority voting requirements

•

providing for stockholder proxy access

In addition, at this year’s Annual Meeting, we are recommending stockholders approve a Board proposal to adopt a stockholders’ right to request a special meeting of stockholders. 

The Board works closely with our CEO and senior management to formulate and oversee the Company’s long-term strategy to ensure that we are well positioned to succeed in a complex and rapidly changing healthcare environment. From 2019 to 2022, the Board worked in close coordination with the CEO and management to successfully execute the Company’s Vision 22 strategy to fully leverage IQVIA’s post-merger combined assets and to accelerate growth. As we move into 2023, the Board remains committed to continuing this close coordination in support of the Company’s next phase, its 20by25 strategy, which represents IQVIA’s goal to realize at least $20 billion in revenue by 2025.

IQVIA HOLDINGS INC.     2023 Proxy Statement 2

We continually ensure our Directors bring to bear new perspectives and skills.

Since 2017, the Board has added four new directors, resulting in a Board that is comprised of experienced, independent directors with a wide and diverse range of skills, qualifications and backgrounds, all of which enables the Board to effectively perform its oversight responsibilities, support IQVIA’s strategy and help to position the Company for long-term success.

Today, 40% of our directors are women, bringing total Board diversity to 50%. In 2022, we also increased our gender diversity in leadership positions on the Board by appointing Carol Burt as chair of the Leadership Development and Compensation Committee and Colleen Goggins as chair of the Nominating and Governance Committee (NGC). We also appointed two new directors to the Board in 2022 – Leslie Wims Morris and Sheila Stamps. Ms. Wims Morris has more than 25 years of financial services experience, possesses deep investment expertise and has global experience managing strategic partnerships across a wide range of industries. Ms. Stamps brings more than 40 years of strategic, governance and operational management experience to the Board, has global experience within both the public and private sectors, and has extensive corporate governance experience stemming from her service on public boards across a diverse set of industries.

The addition of these two well-qualified directors strengthens the Board and provides unique and valuable perspectives to our Company, which we are confident will help to drive business success and serve the interest of our stockholders.

We monitor and oversee the critical risks facing the Company and its reputation.

Among the Board’s most crucial responsibilities is risk oversight. This past year, we regularly reviewed the Company’s key risks, including risks associated with our strategic plan, our capital structure, our business activities, and ESG matters.

As part of our ongoing commitment to ESG matters, the Board empowered the NGC to exercise oversight responsibility of sustainability and ESG matters. Because of the importance of our sustainability program to our strategic objectives, the Board has asked Colleen Goggins, the chair of the NGC, to directly oversee these matters regularly on behalf of the NGC and the Board.  Colleen and I actively advance our ESG efforts and initiatives through regular meetings with our CEO and management team and with our stockholders. We invite you to review our 2022 ESG Report, which is available on our website at https://www.iqvia.com/esg, and to learn more about our ESG priorities and practices beginning on page 39 of this Proxy Statement.

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

Engagement with stockholders remains a key focus for IQVIA and an important part of the Board’s longstanding commitment to sound governance practices and responsiveness to stockholder input. Our annual stockholder engagement program involves meeting with a broad base of stockholders to discuss performance, corporate governance, environmental and social impacts, human capital management, executive compensation and other matters of importance. Our commitment to this program enables ongoing dialogue that results in continuous enhancements to our corporate governance practices. It also provides us with valuable insight and feedback from stockholders throughout the year, allowing the Board to better understand our stockholders’ priorities and perspectives and to incorporate them into its deliberations and decision-making process. During 2022, we engaged with stockholders representing approximately 40% of our outstanding common stock.

As we move forward in 2023 and beyond, we will continue to work hard on your behalf as stewards of the Company to help ensure the continued success of IQVIA. On behalf of the full Board, I sincerely thank you for your continued trust and investment in IQVIA. Your vote is important, and we kindly request that you support our voting recommendations contained in this Proxy Statement and invite you to share your perspectives with us throughout the year.

Sincerely,

John M. Leonard, M.D.

Lead Independent Director

IQVIA HOLDINGS INC.     2023 Proxy Statement 3

Message from our
CEO IQVIA HOLDINGS INC.
83 Wooster Heights Road
Danbury, Connecticut 06810

Ari Bousbib Chairman and
Chief Executive Officer February 27, 2023

Dear Stockholders:

At IQVIA our mission is to drive healthcare forward, delivering better patient outcomes through innovation, technology and the advancement of medical treatments. Our 86,000 healthcare focused employees integrate analytics, technology and expertise to solve the most complex problems for our over 10,000 life science, regulator and provider customers in more than 100 countries.

This year marked the end of Vision 22, our three year strategic plan to accelerate IQVIA’s growth and profitability over the 2019-2022 planning cycle. No one could have predicted the volatile macroenvironment we would have to operate in during this period, with a pandemic, a major conflict in Europe, global geopolitical instability and sharply increased economic risk. Despite these many headwinds, we delivered against each of our Vision 22 objectives, exceeding our three-year revenue growth target with a CAGR of 10.2% at constant currency, exceeding our three-year adjusted EBITDA growth target with a CAGR of 11.7%, and delivering double digit adjusted diluted EPS growth of 16.7% CAGR.  I am proud of the resilience, resourcefulness, and creativity each one of our employees around the world demonstrates every day in support of IQVIA’s mission. These attributes allowed our company to deliver these historic accomplishments.

Financial and Operational Achievements

2022 was a record year for IQVIA. Revenue grew to $14.4 billion, representing 3.9% growth on a reported basis and 13% growth on a constant currency basis excluding acquisitions and year-over-year Covid-related business. Adjusted EBITDA, our primary measure of profitability, grew by 10.7% to $3.3 billion and adjusted diluted earnings per share increased by 12.5% to $10.16 per share. 

These strong growth rates were reflected across our business segments. Technology and Analytics Solutions grew by 4% on a reported basis and 10% on a constant currency basis, excluding acquisitions and Covid-related business. While our CSMS business did encounter exchange rate headwinds recording a year-over-year decline of 5% on a reported basis, on a constant currency basis, excluding acquisitions and Covid-related engagements this business grew by 4%. Our Research and Development Solutions business grew by a reported 5% and 17% on a constant currency basis excluding acquisitions and Covid-related business. R&DS also posted record quarterly bookings, exiting 2022 with a record backlog and industry leading book to bill ratios.

Our robust balance sheet and strong cash flow allowed us to return $1.2 billion of cash to stockholders through the repurchase of 5.5 million shares. We accelerated our deleveraging activities and retired $510 million of US denominated debt. We invested $0.7 billion on internal development projects and $1.3 billion on strategic M&A to accelerate the development of our capabilities including the acquisitions of Nexelis and Specifica to expedite the development of our vaccine and antibody discovery capabilities.

IQVIA HOLDINGS INC.     2023 Proxy Statement 4

Our strong financials were driven by a wide range of operational achievements:  

•

Record year for our R&DS business: R&DS posted record booking numbers with $10.8 billion of contracted net new business, exited 2022 with a backlog of $27.2 billion, a book to bill ratio of 1.36x and added over 275 net new customers in 2022.

•

Increased adoption of our technology solutions: IQVIA launched OCE+, which embeds our leading AI into our Orchestrated Customer Engagement platform. Today more than 375 clients have deployed our OCE technology. In addition, we now have more than 450 clients who have adopted our Orchestrated Clinical Trials technology.

•

Advanced the use of real world data: We increased the number of our active data sources by more than 30% across more than 50 countries, and enhanced access to real word data for European and U.S. regulators through our partnerships with the European Medicines Agency and the Real World Alliance.

•

Improved access to clinical research: Our Decentralized Clinical Trial (DCT) Program achieved General Data Protection Regulation (GDPR) validation, a key requirement for patients and regulators. Our connected devices business added 50 net new customers including wins with two Top 10 pharma companies. 

Investments in Talent

In 2022 despite the turbulent environment we remained focused on our principal asset, our people. We made significant investments in skills building, career planning, and employee engagement. For example:

•

Introduced T&L navigator, a chatbot service to empower employees to build their skill sets.

•

Expanded the Future and Emerging Leader programs and added a new Leader of the Future Initiative.

•

Promoted our extensive training portfolio – with the talent and learning hub attracting over 1.3 million visits and over 1.8 million e-learning programs completed by our employees in 2022.

•

Launched Career Connections platform, an AI driven talent marketplace for IQVIANs to explore new roles, projects and mentorship opportunities.

•

Provided forums for employees to contribute to IQVIA’s culture though our Aspire, RWS People+ and R&DS People Deal events.

•

Conducted our twice-yearly employee survey to identify areas where we can enhance our employee’s experience with IQVIA. This year we saw record participation rates with almost 80% of all IQVIANs participating in the survey.

Today more IQVIANs feel they are acquiring the skills to be successful, that they can achieve their career goals, and that they are part of a team at IQVIA. For example, more than 80% of surveyed employees reported that they feel motivated, that they have pride in IQVIA and that they intend to stay at IQVIA; in excess of 90% of respondents feel that their manager treats all employees with respect; 80% of IQVIANs see a clear link between what they do and our vision.

Representation always was and remains a key tenet of our talent management philosophy; there are 90 different ethnicities working at IQVIA.  As the company has grown, we have maintained the gender mix of our workforce, with women comprising 60% of our global workforce and 51% of our global managers. In the U.S., 47% of new hires identify as minority, of which 16% identify as black. In 2022 the levels of racial, ethnic and gender diversity for new hires exceeded the existing levels for our overall U.S. workforce.

Environmental Social and Governance Enhancements  

We are proud of the success we have had in the pursuit of our ESG goals. Our commitment permeates our entire organization, from the leadership of our board and our newly appointed chair of the N&G Committee Colleen Goggins, overseeing our ESG efforts, to every IQVIAN. I invite you to review the scope of our progress towards our ESG goals in our Environmental, Social and Governance report. A few highlights:

•

In line with our commitments to adopt more sustainable business practices, our scope 1, 2 and 3 emissions reduction targets were submitted to the Science Based Target initiative (SBTi) for approval. Total Scope 1 and 2 emissions were reduced in both absolute and per employee terms and we increased our Scope 3 emissions reporting boundary. Our Q² Laboratory in Livingston, UK, achieved our first My Green Lab certification with the program now being rolled out across our labs worldwide.

•

We believe it is important to be an active member of the communities where we are present and we support our employees to make a positive impact in them. This year IQVIA Day saw almost 6,000 employees across 60 countries volunteer a day of their time toward community service. Our colleagues engaged in a range of projects such as working with people with sensory disabilities, to fundraising for charities, to renovating care homes. We supported communities in times of crisis. After significant flooding in India, IQVIANs collected and donated over 1,200 kgs of food, clothes and other materials to relieve flood impacted families. In Europe employees mobilized to provide logistical, clinical and financial support to refugees displaced by the conflict in Ukraine. These efforts run in parallel with our longer term partnerships focused on improving health outcomes, improving skills, and championing education in underprivileged areas of the world.

IQVIA HOLDINGS INC.     2023 Proxy Statement 5

•

We are continually strengthening our corporate governance program, which is critical in promoting accountability, supporting our sustainability goals and driving long term stockholder value. This year in response to stockholder feedback we have again made significant governance enhancements. These included implementing a majority voting standard, adopting a stockholders’ right to request a special meeting and declassifying the Board. Since 2020 we have made over 20 distinct enhancements to our corporate governance program. This year we also refreshed the leadership of our Board Committees. The Leadership Development and Compensation Committee and the Nominating and Governance Committee are now led by Ms. Carol Burt and Ms. Colleen Goggins, respectively. Overall, our Board is now comprised of 40% women and 50% is diverse.  

Our ESG efforts ultimately aim at improving global health outcomes. In pursuit of this overarching mission we have worked with the World Economic Forum, the Bill and Melinda Gates Foundation and the Global Fund to fight AIDS and Tuberculosis in support of improving global health. The IQVIA Patient Advocacy Summit brought together over 100 UK and US patient advocacy organizations to explore solutions to the most pressing patient challenges. In November, we held the inaugural IQVIA Health Summit in Nairobi, Kenya. This brought together more than 200 participants from 28 African countries to discuss how to advance Africa’s health through data, technology and research.

We were pleased to be recognized once again in FORTUNE’s annual list of World’s Most Admired Companies. We earned this distinction for the sixth time in a row. Importantly, we earned the number one position within our industry group for the second year in a row, and achieved first place rankings in seven out of nine categories, including innovation, people management, use of corporate assets, social responsibility, quality of products and services, global competitiveness and long-term investment value.

As we look to 2023 and beyond we are now focused on the next phase of our growth, to become a $20 billion company by 2025. Considering the scale of our organization and tumultuous macroenvironment, this is an ambitious target. However, we have shown that we can deliver on ambitious targets. The fundamentals of our industry remain strong as our customers continue to invest in the future. Our company is well positioned to continue expanding its market reach through smart investments in innovation and talent, always in support of our mission to improve patient outcomes and patient lives.

I am grateful for the trust of our customers and the support of our stockholders. I could not be more enthusiastic about the future for IQVIA and I look forward to updating you throughout 2023 as we continue on our journey together.  

Ari Bousbib

Chairman and Chief Executive Officer

IQVIA HOLDINGS INC.     2023 Proxy Statement 6

Table of Contents

Proxy Statement Summary 8

Commitment to Public Health 12

Sustainability and Environmental, Social and Governance Highlights 13

Corporate Governance Enhancements 14

Executive Compensation Practices Highlights 18

Proposal No. 1 Election of Directors 20

Board of Directors 21

Corporate Governance 27

Documents Establishing Our Corporate Governance 27

Corporate Governance Enhancements 28

Leadership Structure 30

Board’s Role in Risk Oversight 35

Meetings and Executive Sessions 37

Board Evaluation Process 37

How to Contact the Board and its Committees 38

Sustainability and ESG 39

Stockholder Engagement 55

Director Compensation 58

Non-Employee Director Compensation Program 58

Proposal No. 2 Advisory Non-Binding Vote on Executive Compensation 60

Compensation Discussion and Analysis 61

Executive Summary 62

Say-on-Pay 67

Compensation Philosophy 68

Compensation of Our Chief Executive Officer 68

Overview of Our Executive Compensation Program 70

Elements of Compensation 73

2022 Compensation Determinations 79

Rigorous Accountability, Risk-Mitigation and Recovery Provisions 98

Leadership Development and Compensation Committee Report 100

Compensation of Named Executive Officers 101

2022 Summary Compensation Table 101

2022 Grants of Plan-Based Awards 103

Outstanding Equity Awards at Fiscal Year-End for 2022 105

2022 Option Exercises and Stock Vested 109

2022 Pension Benefits 110

IMS Health Defined Benefit Retirement Plans 111

2022 Non-Qualified Deferred Compensation 112

Potential Payments Upon Termination or Change in Control 113

CEO Pay Ratio 116

Pay versus Performance 117

Proposal No. 3 Approval of an Amendment to the Certificate of Incorporation to Adopt a Stockholders’ Right to Request a Special Meeting of Stockholders 120

Rationale for the Proposed Amendment 120

Specific Proposed Amendments 121

Vote Required 121

Proposal No. 4 Stockholder Proposal: Adopt Shareholder Right to Call a Special Shareholder Meeting 122

Proposal 4 - Adopt a Shareholder Right to Call a Special Shareholder Meeting 122

IQVIA’s Statement in Opposition 123

Proposal No. 5 Stockholder Proposal: Separate Chair & CEO 124

Proposal 5 - Separate Chair & CEO 124

IQVIA’s Statement in Opposition 125

Proposal No. 6 Ratification of the Appointment of the Independent Registered Public Accounting Firm 128

Audit 129

Audit Committee Report 129

Fees Paid to Independent Registered Public Accounting Firm 130

Security Ownership of Certain Beneficial Owners and Management 131

Certain Relationships and Related Person Transactions 133

Related Party Transactions Approval Policy 133

Shareholders Agreement 133

Corporate Opportunities 134

About the 2023 Annual Meeting 135

Other Relevant Information 140

Compensation Committee Interlocks and Insider Participation 140

Other Matters 140

Stockholder Proposals and Nominees for 2024 Annual Meeting of Stockholders 140

Incorporation by Reference 141

Cautionary Note Regarding Forward-Looking Statements 141

Appendix A - Financial Reconciliations 143

Use of Non-GAAP Financial Measures 143

Appendix B - Amended Certificate of Incorporation 147

IQVIA HOLDINGS INC.     2023 Proxy Statement 7

Proxy Statement Summary

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

Matters to Be Voted Upon

The following table summarizes the proposals to be voted upon at the 2023 Annual Meeting of Stockholders of IQVIA Holdings Inc. (IQVIA or the Company) to be held on Tuesday, April 18, 2023 and the voting recommendations of the Company’s Board of Directors (the Board) with respect to each proposal.

Proposals	Required Approval	Board Recommendation	Page Reference
Election of three director nominees to one-year terms	Majority of votes cast(1)	FOR each nominee	20
Advisory (non-binding) vote to approve our executive compensation (say-on-pay)	Not applicable(2)	FOR	60
Amendment to our Certificate of Incorporation to adopt a stockholders’ right to request a special meeting of stockholders	Majority of our outstanding shares of common stock	FOR	120
Stockholder proposal, if properly presented, concerning special stockholder meetings	Not applicable(2)	AGAINST	122
Stockholder proposal, if properly presented, for separate Chairman and Chief Executive Officer roles	Not applicable(2)	AGAINST	124
Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2023	Majority of votes cast	FOR	128
(1) The Company adopted a majority voting standard in uncontested elections in advance of the 2023 Annual Meeting. (2) Because this is an advisory vote, there is no required approval threshold.

YOUR VOTE IS IMPORTANT

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

IQVIA HOLDINGS INC.     2023 Proxy Statement 8

Who We Are

Our collection of healthcare information is one of the largest and most comprehensive collections of healthcare information in the world, including more than 1.2 billion comprehensive, longitudinal, non-identified unique patient records spanning sales, prescription and promotional data, medical claims, electronic medical records, genomics and social media. We continue to grow our information set to offer even greater intelligence — we currently hold more than 60 petabytes of proprietary data sourced from more than 150,000 data suppliers and over 1 million data feeds globally. As a global leader in protecting individual patient privacy, we employ a range of technologies and safeguards to protect individual identities all while generating insights at scale. With our sophisticated analytics and global technology infrastructure, we help our clients use this data to run their organizations more efficiently and make better decisions.

 

IQVIA HOLDINGS INC.     2023 Proxy Statement 9

Financial Highlights

IQVIA HOLDINGS INC.     2023 Proxy Statement 10

IQVIA’s Long-Term Strategy

When we formed IQVIA in 2016, we were focused on bringing analytics and technology to the clinical trial process. By the end of 2018, we had fully integrated these capabilities and began to realize the full value of the merger between IMS Health and Quintiles (the “Merger”). In 2019, we launched Vision 22, a strategy to fully leverage our newly combined assets to accelerate our growth beyond our post-Merger achievements. Since the launch, we have invested heavily in the use of technology, information, and analytics to expand our portfolio of offerings and further improve performance for ourselves and our customers. From the end of 2019 to 2022, we achieved or over-delivered all Vision 22 goals.

Metric	Vision 22 Goal 2019-2022	Actual Achievement 2019-2022
Total Company Revenue (CAGR)	7 – 10%	9.1% AFx / 10.2% CFx
Adj. EBITDA(1) (CAGR)	8 – 11%	11.7%
Adj. Diluted EPS(1) (CAGR)	Continued double-digit growth	16.7%
Cap Ex/Deferred Software	~5% of revenue	4.7%
Capital Deployment	$1.0 – $1.5B per year in M&A and share repurchases	$1.9B per year
Net Leverage Ratio(1)	3.5 – 4.0x exiting 2022	3.45x
Adjusted Book Tax Rate(1)	Low twenties	20.5%
Dollars are at actual foreign exchange rates. (1) See reconciliation of non-GAAP items in the Appendix.

As Vision 22 comes to a successful conclusion, the next inflection point in our growth trajectory is what we call 20by25, which represents our goal to realize at least $20 billion in revenue by fiscal 2025. This target reflects an acceleration of our innovation-led annual growth rate to at least double digits, which, given the scale of our revenues, represents a formidable challenge. Nevertheless, we believe that this goal is attainable. Through the utilization of our differentiated capabilities and expansive customer base, we believe we are uniquely positioned to capture a greater share of this large and growing business opportunity. We are excited about where IQVIA is today and look forward to where it will go in the future.

IQVIA HOLDINGS INC.     2023 Proxy Statement 11

Commitment to Public Health

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

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

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

Creating a Healthier World

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

Access to infrastructure and standards. We actively build collaborations in the global health space, with the aim to promote health equity in developing nations and improve health outcomes globally. These projects often span several years and include a mix of sponsorship and sharing of our knowledge and experience. Our Public Health team has worked with 75+ clients across more than 50 countries globally during the past nine years. At an international level, we have ongoing relationships with the World Economic Forum, the Bill and Melinda Gates Foundation and the Global Fund to Fight AIDS, Tuberculosis and Malaria. Through these collaborations, we utilize our capabilities and networks to enable progress on global health challenges.

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

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

Diversity in clinical trials. Through industry partnerships and internal initiatives, IQVIA is a leader in driving increased diversity in clinical trials, which is essential to improving our understanding of potential sources of outcome variability in trials and to creating equality in the broader healthcare system. For example, across our COVID-19 vaccine trials we achieved 1.7 times higher enrollment of diverse populations than our peers.

Regulatory evolution. IQVIA works alongside regulators and policymakers to foster a regulatory environment that advances human health and the conduct of clinical trials. We were the only company in our industry to actively participate in the development and passage of the 21st Century Cures Act, including testifying before the U.S. House Energy and Commerce Health Subcommittee on the topic of “Modernizing of Clinical Trials.” In addition, in 2022, our Decentralized Clinical Trials (DCT) program became the first to receive an independent General Data Protection Regulation (GDPR) compliance validation, an important recognition of our commitment to protect clinical trial participant data. As we continue to expand our DCT program, we now have more than 300,000 participants in over 50 countries and 30 indications using our DCT model.

IQVIA HOLDINGS INC.     2023 Proxy Statement 12

Sustainability and Environmental, Social and Governance Highlights

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

As an industry leader, we continually look for ways to advance and strengthen our sustainability and citizenship efforts and report on our progress each year in our annual ESG report. You can find more details about all the topics below as well as other important information related to our sustainability efforts in our 2022 ESG Report, which is available on our website at https://www.iqvia.com/esg.

Select highlights of our 2022 ESG-related accomplishments:

•  Submitted goals to the Science Based Target initiative (SBTi) for approval, which will help us set a roadmap with clearly defined actions to reduce our carbon emissions every year

•  Reduced our total and per full-time employee (FTE) Scope 1 and 2 (market-based) emissions by 13% and 22%, respectively, despite a 9% increase in headcount

•  Implemented a majority voting standard for directors in uncontested elections

•  Put forth a proposal to amend our Certificate of Incorporation to adopt a stockholders’ right to request a special meeting

•  Put forth and adopted a proposal to declassify the Board; current director nominees up for election to one-year terms

•  Racial, ethnic and gender diversity for 2022 new hires in the U.S. exceeded the levels for the overall U.S. workforce, as disclosed in our EEO-1 report, continuing a trend from 2021

•  Expanded our Employee Resource Group (ERG) program with the addition of a new group, Disabilities and Careers Network, and saw total participation in our ERG program increase by 40% over the prior year

•  Enhanced the diversity of our Board, bringing total Board diversity to 50%, and enhanced diversity disclosure of our Board

•  Enhanced the gender diversity in leadership positions on the Board by appointing Carol Burt as chair of the Leadership Development and Compensation (LDC) Committee and Colleen Goggins as chair of the Nominating and Governance (N&G) Committee

•  For the sixth time in a row, IQVIA was recognized in FORTUNE’s list of World’s Most Admired Companies and for the second year in a row, we earned the number one position in our industry category, FORTUNE’s Healthcare: Pharmacy and Other Services, and achieved first place rankings in seven out of nine categories

See pages 39-54 for more information regarding our sustainability and ESG program.

IQVIA HOLDINGS INC.     2023 Proxy Statement 13

Corporate Governance Enhancements

We are committed to maintaining strong corporate governance practices and policies that serve IQVIA’s long-term interests, promote an environment of accountability and contribute to the creation of stockholder value. The Board regularly reviews our corporate governance structure and practices and in recent years has made several changes it believes are in the best interest of the Company and its stockholders. In fact, since 2020, we have made over 20 distinct enhancements to our corporate governance program, as well as added significant additional disclosures to provide greater transparency on our policies and practices.

IQVIA HOLDINGS INC.     2023 Proxy Statement 14

The following table summarizes certain highlights of our corporate governance policies and practices:

	Lead Independent Director, elected by the independent directors, with power to call special meetings of the Board, among other responsibilities		Share ownership guidelines for both directors and key executives
	All directors except our Chief Executive Officer are independent		Multi-year vesting requirements for performance share awards
	Regular Board and committee executive sessions of non-management directors		Securities Trading Policy in place, including anti-hedging and anti-pledging terms, without exception
	Annual Board and committee self-assessments		Stockholder proxy access
	Risk oversight by the Board, Board committees and Enterprise Risk Council		Comprehensive Whistleblower Policy in place
	Audit Committee approval required for related party transactions		Our common stock is the only class of stock outstanding
	Director retirement policy at age 74 to encourage board refreshment		No supermajority voting requirement for stockholders
	Rooney Rule policy requiring formal director and CEO searches to include an initial list of female and racially or ethnically diverse candidates		No “poison pill” (stockholder rights plan)
	Majority voting standard for directors in uncontested elections		No excise tax gross-ups on severance or change in control payments or benefits

See pages 27-57 for more information regarding our corporate governance.

Director Snapshot

The following table provides information about our directors and director nominees.

Director	Age	Term Ends	Independent	Audit	N&G	LDC	Director Since
John P. Connaughton	57	2025	Y			X	2008
John G. Danhakl	66	2025	Y		X	X	2016
James A. Fasano	53	2025	Y	Chair			2016
Leslie Wims Morris	52	2025	Y		X		2022
Ari Bousbib, Chairman and CEO	61	2024	N				2016
Carol J. Burt*	65	2024	Y	X		Chair	2019
Colleen A. Goggins*	68	2024	Y	X	Chair		2017
John M. Leonard, M.D., Lead Independent Director	65	2024	Y	X	X		2015
Todd B. Sisitsky	51	2024	Y		X	X	2016
Sheila A. Stamps*	65	2024	Y	X			2022

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

IQVIA HOLDINGS INC.     2023 Proxy Statement 15

Declassification of Board of Directors

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

Board Diversity

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

Qualifications and Experience of Directors

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

IQVIA HOLDINGS INC.     2023 Proxy Statement 16

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

(1)

This summary is not intended to be an exhaustive list of each of our directors’ skills or contributions to the Board.

IQVIA HOLDINGS INC.     2023 Proxy Statement 17

Executive Compensation Practices Highlights

In 2020, following extensive stockholder engagement, the LDC Committee revamped our short-term incentive program. The key features of the program, which are consistent with feedback received from stockholders, are highlighted below.

Enhancements to our Short-Term Incentive Awards Disclosure Based on Investor Feedback

At the time we instituted these changes to our short-term incentive program, for competitive reasons, we did not disclose specific targets for our Cash Flow performance measure and Balance Sheet/Liquidity performance measure, both of which are key components of our formula-based payout factor used to determine short-term incentive payouts for our named executive officers.

New for 2022. In response to investor feedback, and in the interests of providing greater transparency, we have disclosed the specific targets and our achievements against those targets for each of the metrics that comprise our 2022 Cash Flow performance measure and Balance Sheet/Liquidity performance measure.

The formula-based payout factor that we introduced in 2020 reflects the weighted achievement with respect to five performance measures: Revenue/Profit, Cash Flow and Balance Sheet/Liquidity, which evaluate corporate performance; and Operational/Strategic and Leadership/ESG, which are tailored for each named executive officer. Except for the Revenue/Profit performance measure, the scores for each metric under a particular 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 in accordance with a pre-approved grid. See page 76 for more information on how payouts for Other Performance Measures are determined.

New for 2022. In response to investor feedback for greater insight into short-term incentive award determinations, the payout under each performance measure was 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 under a given performance measure is 15, the straight-line interpolated payout would be 159% and the payout earned could be between 151% and 167%, based on the specific considerations used by the LDC Committee when determining such payout.

IQVIA HOLDINGS INC.     2023 Proxy Statement 18

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

To align the interests of our executive officers with those of our stockholders, a substantial portion of the total compensation paid to our executive officers is delivered in the form of performance- and time-based equity awards. Performance share awards (also referred to as PSUs herein), which are earned over a three-year period, are based on Adjusted EPS performance, which accounts for 75% of the award, and Relative Total Stockholder Return (Relative TSR) performance, which accounts for 25% of the award. The number of performance shares a named executive officer may earn ranges from 0% of the executive’s target award to 200% of the target award. Historically, even if our Relative TSR performance was negative, executives could still achieve up to 200% of that portion of the award depending upon our performance relative to the S&P 500 over the three-year performance period. See pages 76-78 for more information on our Long-Term Incentive Awards.

New for 2023. In response to investor feedback, and after a review of market practice, the LDC Committee has adopted a policy, beginning with the 2023 performance awards granted to our named executive officers, to cap the payout at target for the portion of performance share awards based on Relative TSR if our absolute Total Stockholder Return (TSR) for the three-year performance period is negative. More details about the 2023 performance awards will be disclosed in our 2024 proxy statement.

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

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

CEO and Named Executive Officer Pay Mix

The following charts reflect the mix of pay for our Chief Executive Officer (73.8% performance-linked) and the average for our other named executive officers (65% performance-linked).

Chief Executive Officer	Average of other Named Executive Officers

IQVIA HOLDINGS INC.     2023 Proxy Statement 19

PROPOSAL NO. 1
Election of Directors

Upon the recommendation of the N&G Committee, the Board has nominated each of Carol J. Burt, Colleen A. Goggins, and Sheila A. Stamps for election to a new term of one year at the 2023 Annual Meeting.

Carol J. Burt Colleen A. Goggins Sheila A. Stamps

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

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

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

IQVIA HOLDINGS INC.     2023 Proxy Statement 20

Board of Directors

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

Director Nominees for Election to a One-Year Term Expiring at the 2024 Annual Meeting of Stockholders

	CAROL J. BURT	Age: 65
	Director since: 2019 INDEPENDENT LDC Committee (Chair) Audit Committee Audit Committee Financial Expert

Recent Experience: Burt-Hilliard Investments (2008-present) ● Principal Consonance Capital Partners (2013-present) ● Senior Advisor ● Member, Operating Council Prior Experience: ● SVP Corporate Finance and Development, among other roles, at Wellpoint, Inc. (f/k/a Anthem, Inc. and now Elevance Health, Inc.) ● Founder, Managing Director and Head of the Health Care Banking Group, among other roles, at Chase Securities (now J.P. Morgan) U.S. public company directorships: ● ResMed Inc. (Audit Committee Chair, Compliance Oversight Committee Chair, and Nominating and Governance Committee)

Former U.S. public company directorships: ● Envision Healthcare Corporation ● WellCare Health Plans, Inc. ● Vanguard Health Systems ● Transitional Hospitals Corporation Other positions: ● Member, Board of Directors: WellDyneRx, LLC; Global Medical Response Inc. ● Member: Women Corporate Directors; International Women’s Forum ● Co-Chair Emeritus Trustees Council for The Nature Conservancy Education: ● Bachelor of Arts in Business Administration, the University of Houston

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

IQVIA HOLDINGS INC.     2023 Proxy Statement 21

	COLLEEN A. GOGGINS	Age: 68
	Director since: 2017 INDEPENDENT N&G Committee (Chair) Audit Committee Leads Sustainability Oversight

Recent Experience: SIG Combibloc Group (2015-present) ● Member, Board of Directors Bayer AG (2017-present) ● Member, Supervisory Board Prior Experience: ● Member of Executive Committee and Worldwide Chair of Consumer Group, among other roles at Johnson & Johnson U.S. public company directorships: ● The Toronto-Dominion Bank (Risk Committee) Former U.S. public company directorships: ● Bausch Health Companies Inc. (f/k/a Valeant Pharmaceuticals International)

Other positions: ● Member: Citymeals-on-Wheels New York City; University of Wisconsin Center for Brand and Product Management ● University of Wisconsin Foundation ● Member, Board of Trustees: Institute of International Education Education: ● Master of Arts in Management, Kellogg School of Management ● Bachelor of Science in Food Chemistry, University of Wisconsin-Madison

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

	SHEILA A. STAMPS	Age: 65
	Director since: 2022 INDEPENDENT Audit Committee Audit Committee Financial Expert

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 : ● Atlas Air Worldwide Holdings Inc. (Audit and Finance Committee Chair, Nominating and Governance Committee) ● Pitney Bowes Inc. (Audit Committee and Executive Compensation Committee) ● MFA Financial, Inc. (Compensation Committee and Nominating and Governance Committee)

Former U.S. public company directorships: ● CIT Group Inc. Other Positions: ● Member, Board of Trustees: Bankinter Innovation Foundation ● Member, Board of Directors: National Association of Corporate Directors, New York Chapter 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

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

IQVIA HOLDINGS INC.     2023 Proxy Statement 22

Directors with Terms Expiring in 2024

	ARI BOUSBIB	Age: 61
	Director since: 2016 Chairman and Chief Executive Officer

Recent Experience: IQVIA Holdings Inc. (2016-present) ● Chairman and Chief Executive Officer IMS Health Holdings, Inc. (2010-2016) ● Chairman and Chief Executive Officer Prior Experience: ● President of UTC’s commercial companies (Otis Elevator Company, Carrier Corporation, UTC Fire & Security and UTC Power Inc.), among other roles, at United Technologies Corporation ● Partner at Booz Allen Hamilton U.S. public company directorships: ● The Home Depot, Inc. (Finance Committee and Audit Committee)

Former U.S. public company directorships: ● IMS Health (predecessor to IQVIA) ● Best Buy, Inc. Other positions: ● Member, Harvard Medical School Health Care Policy Advisory Council ● Former member, President’s Commission on White House Fellowships Education: ● Master of Business Administration, Columbia University ● Master of Science in Mathematics and Mechanical Engineering, Ecole Superieure des Travaux Publics, Paris

Specific Experience: Extensive executive leadership and experience leading large global companies and healthcare experience as our Chief Executive Officer and service on the boards of several public companies.

	JOHN M. LEONARD, M.D.	Age: 65
	Director since: 2015 INDEPENDENT Lead Independent Director Audit Committee Audit Committee Financial Expert N&G Committee

Recent Experience: 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

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

IQVIA HOLDINGS INC.     2023 Proxy Statement 23

	TODD B. SISITSKY	Age: 51
	Director since: 2016 INDEPENDENT LDC Committee N&G Committee

Recent Experience: TPG, Inc. (2003-present) ● President & Co-Managing Partner of TPG Capital (2015-present) ● President of TPG, Inc. (2021-present) Prior Experience: ● Executive at Forstmann Little & Company ● Executive at Oak Hill Capital Partners ● Member, Board of Directors: Surgical Care Affiliates, Inc. (Nominating and Corporate Governance Committee) U.S. public company directorships: ● Allogene Therapeutics, Inc. (Audit Committee, Nominating and Corporate Governance Committee) ● TPG, Inc. (Executive Committee) ● Convey Health Solutions, Inc. (Nominating and Governance Committee)

Former U.S. public company directorships: ● Endo International plc ● IASIS Healthcare LLC ● IMS Health (predecessor to IQVIA) Other positions: ● Chair, Board of Advisors, Dartmouth Medical School ● Member, Board of Directors: Ellodi Pharmaceuticals; Immucor Inc. (Compensation Committee) Education: ● Master of Business Administration, Stanford Graduate School of Business ● Bachelor of Arts, Dartmouth College

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

Directors with Terms Expiring in 2025

	JOHN P. CONNAUGHTON	Age: 57
	Director since: 2008 INDEPENDENT LDC Committee

Recent Experience: Bain Capital (1989-present) ● Co-Managing Partner of Bain Capital ● Global Head of Bain Capital Private Equity Prior Experience: ● Consultant at Bain & Company, Inc. Former U.S. public company directorships: ● iHeartMedia, Inc.

Other positions: ● Member, Board of Directors: The Boston Celtics; University of Virginia Investment Management Company ● Member, Board of Trustees: Brigham and Women’s Hospital; The Berklee College of Music; University of Virginia McIntire Foundation; GreenLight Fund ● Member, Dean’s Advisory Board: Harvard Business School Education: ● Master of Business Administration, Harvard Business School ● Bachelor of Science in Commerce, University of Virginia

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

IQVIA HOLDINGS INC.     2023 Proxy Statement 24

	JOHN G. DANHAKL	Age: 66
	Director since: 2016 INDEPENDENT LDC Committee N&G Committee

Recent Experience: 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 Chair, 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: Charter NEX Generation; Genani Corporation; Eyemart Express; SRS Distribution; Convergint Technologies LLC; Parts Town; Lakeshore Learning; 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

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

	JAMES A. FASANO	Age: 53
	Director since: 2016 INDEPENDENT Audit Committee (Chair) Audit Committee Financial Expert

Recent Experience: Canada Pension Plan Investment Board (2004-present) ● Managing Director Prior Experience: ● Member of Investment Banking group at Merrill Lynch & Co. ● Member of Mergers and Acquisitions group at RBC Capital Markets ● Commissioned Officer in the Canadian Armed Forces	Former U.S. public company directorships: ● IMS Health (predecessor to IQVIA) Other positions: ● Member, Board of Directors, Asurion (Compensation Committee Chair, Nominating and Governance Committee) Education: ● Master of Business Administration, University of Chicago Graduate School of Business ● Bachelor of Engineering, Royal Military College of Canada
Specific Experience: Over 22 years’ experience in the investment industry, including extensive leadership and finance experience as a managing director of the global investment arm of the Canadian government pension fund.

IQVIA HOLDINGS INC.     2023 Proxy Statement 25

	LESLIE WIMS MORRIS	Age: 52
	Director since: 2022 INDEPENDENT N&G Committee

Recent Experience: JPMorgan Chase (2022-present) ● President, Private Label Captive Finance, Chase Auto Prior Experience: ● 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
Specific Experience: Over 25 years’ experience in the financial services industry, including extensive leadership and business experience as a senior executive of a commercial banking institution.

IQVIA HOLDINGS INC.     2023 Proxy Statement 26

Corporate Governance

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

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

Documents Establishing Our Corporate Governance

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

•

Corporate Governance Guidelines

•

Code of Conduct

•

Certificate of Incorporation

•

Bylaws

•

Audit Committee Charter

•

LDC Committee Charter

•

N&G Committee Charter

These documents and other important information on our corporate governance are posted under “Governance” on the “Investor Relations” section of our website, and may be viewed at http://ir.iqvia.com. We will also provide printed copies of these documents free of charge to any stockholder who sends Investor Relations a request at: IQVIA Holdings Inc., 83 Wooster Heights Road, Danbury, Connecticut 06810. None of the information on, or accessible through, IQVIA’s website is part of this Proxy Statement or incorporated by reference herein.

IQVIA HOLDINGS INC.     2023 Proxy Statement 27

Corporate Governance Enhancements

We are committed to maintaining strong corporate governance practices and policies that serve IQVIA’s long-term interests, promote an environment of accountability and contribute to the creation of stockholder value. The Board regularly reviews our corporate governance structure and practices and in recent years has made several enhancements, including the highlights below, it believes are in the best interest of the Company and its stockholders. In fact, since 2020, we have made over 20 distinct enhancements to our corporate governance program, as well as added significant additional disclosures to provide greater transparency on our policies and practices.

IQVIA HOLDINGS INC.     2023 Proxy Statement 28

Our other governance practices and policies include the following:

Independent Board	All our directors are independent, other than our Chairman and Chief Executive Officer.
Independent Board committees	Each of our three Board committees is made up solely of independent directors.
Audit Committee Financial Experts	We have four financial experts on our Audit Committee.
Annual Election of Directors	At our 2022 annual meeting, stockholders approved an amendment to the Company’s Certificate of Incorporation to declassify the Board over time and provide for the annual election of all directors by the 2025 annual meeting. Each of our 2023 director nominees is up for election to a one-year term.
Lead Independent Director; regular executive sessions	Our Lead Independent Director helps ensure there is an appropriate balance between management and the independent directors and that the independent directors are fully informed and able to discuss and debate the issues they deem important. The position of Lead Independent Director comes with a clear mandate, significant authority and well-defined responsibilities as outlined in our Corporate Governance Guidelines and below, including leading regular executive sessions of the Board, where independent directors meet without management present.
Robust Code of Conduct	Our Code of Conduct, Doing the Right Thing, applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller and individuals performing similar functions. The Code of Conduct is a guide to the responsibilities we share for ethical business conduct and paints a clear picture of what we stand for as an organization, what we expect from ourselves, and what we must do to maintain our reputation.
ESG Oversight	The N&G Committee charter expressly delegates oversight and review of the Company’s strategic plans, objectives and risks related to sustainability, ESG and corporate citizenship matters to the N&G Committee.
Majority voting standard in uncontested elections	Directors are elected by receiving a majority of the votes cast in uncontested elections. 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.
Annual Board and committee self-assessment process	The Board and each Board committee conducts a self-assessment annually in executive session to determine whether it is functioning efficiently and meeting its governance responsibilities.
Prohibition on hedging or pledging of IQVIA stock	Our Securities Trading Policy prohibits hedging and pledging transactions with respect to our securities, including prepaid variable forward contracts, equity swaps, collars, and exchange funds, and otherwise prohibits our directors, officers, employees or their immediate family members from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities, without exception.
Share ownership requirements	We have robust share ownership guidelines, which require our named executive officers to hold IQVIA stock valued between three- and six-times their base salary and our directors to hold stock valued at five-times their annual cash retainer.
Requirement to include gender and racially or ethnically diverse candidates in director and CEO searches	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, also known as the Rooney Rule.
No supermajority stockholder vote required	Our stockholders may act by majority vote on actions that may be taken by stockholders, including approving amendments to the Bylaws and removing a director or directors for cause and filling the related vacancy or vacancies.
Clawback policy	Our clawback policy, which applies to current and former executive officers, among others, provides for the recoupment of short- and long-term incentive compensation in the event of a financial restatement under specified circumstances, as a result of misconduct or in the event of a breach of restrictive covenants. We will update our policy as needed to comply with applicable listing rules when effective.
Proxy access right	Eligible stockholders may, subject to certain requirements, include their own director nominees in our proxy materials.

IQVIA HOLDINGS INC.     2023 Proxy Statement 29

Leadership Structure

Independent Board	Fully independent board, other than the CEO
Committee Independence	All members of each of the Board’s committees, the Audit Committee, LDC Committee and N&G Committee, are independent

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

Features of our current structure include:

•

We have a strong Lead Independent Director who is elected annually by a majority vote of the independent directors.

•

We have a diverse and experienced Board that is comprised entirely of independent directors, other than the CEO.

•

Each of our three standing Board committees – Audit, LDC and N&G – is comprised solely of, and chaired by, independent directors. This means that the independent directors oversee key matters of the Company, such as the integrity of our financial statements, compensation of our Chief Executive Officer and executive officers, selection and evaluation of directors, development and implementation of corporate governance policies, and sustainability, diversity, equity and inclusion and public policy matters, among others.

•

The Board and its committees each meet in executive session on a regular basis without the presence of our CEO or other members of management.

•

All Board members have complete access to management, and the Board and its committees have the authority to retain legal, accounting and other outside consultants to advise them as they deem appropriate.

•

The independent directors regularly evaluate our leadership structure and seek feedback on the subject from stockholders.

•

The N&G Committee is tasked with monitoring the Board’s leadership structure to determine whether it remains in the best interests of our stockholders and to revisit the structure regularly as part of its ongoing Board assessment process.

The Board recognizes there may be circumstances in the future that would lead it to separate the offices of Chairman and Chief Executive Officer. In fact in the past and as recently as 2016 the Company had separate Chairman and Chief Executive Officer roles. However, at this time, the Board does not believe there is any reason to separate the roles and does not believe that such a separation should be mandated as a formal corporate governance policy. This approach is consistent with the overwhelming practice of S&P 500 companies. According to data from The Conference Board, only 17% of companies in the S&P 500 have a formal policy mandating such separation as of December 31, 2022.

The Board believes that it is currently in the best interests of the Company and its stockholders for Mr. Bousbib to serve as our Chairman and CEO because it positions Mr. Bousbib to effectively drive future strategy and decision-making for

IQVIA HOLDINGS INC.     2023 Proxy Statement 30

our organization. Our Chairman and CEO has deep knowledge of the business and day-to-day operations of the Company, an acute understanding of the Company’s competitive landscape, an in-depth appreciation of stockholder interests and concerns, and strong relationships with customers, business partners and employees, all of which allow him to provide effective leadership. This leadership is supplemented by our Lead Independent Director, who has a clearly defined role with significant responsibilities, all to ensure effective oversight and governance by the Board.

Lead Independent Director

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

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

In addition, the Lead Independent Director:

•

enables open, transparent and candid dialogue during Board and committee meetings, and at other times, by ensuring that the independent directors are fully informed and able to discuss and debate the issues they deem important

•

provides the Chairman and CEO and other members of senior management with feedback discussed in executive sessions

•

makes himself available to discuss with independent directors any concerns they may have and, as appropriate, relaying those concerns to the full Board and/or the Chairman and CEO or other members of senior management

•

acts as a sounding board and advisor to the Chairman and CEO on a variety of topics important to the Company and the functioning of the Board

•

actively participates with the Chair of the N&G Committee to advance our ESG agenda through regular meetings with our Chairman and CEO and management team and with our stockholders

•

as a member of the N&G Committee and in his capacity as Lead Independent Director, actively participates in discussions and reviews of the Board’s leadership structure

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

Chairman and Chief Executive Officer

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

We also have a strong Lead Independent Director, who provides a clear independent voice on the Board and appropriately balances the fact that the Chairman and Chief Executive Officer roles are held by one person. The role of the Chairman is to set the agenda for Board meetings in close coordination with our Lead Independent Director and to

IQVIA HOLDINGS INC.     2023 Proxy Statement 31

preside over general Board sessions, except when the Board meets in executive session without management present to evaluate management’s performance, in which case the Lead Independent Director presides over the Board sessions.

The Board recognizes there may be circumstances in the future that would lead it to separate the offices of Chairman and Chief Executive Officer. In fact in the past and as recently as 2016 the Company had separate Chairman and Chief Executive Officer roles. However, at this time, the Board does not believe there is any reason to separate the roles and does not believe that such a separation should be mandated as a formal corporate governance policy. This approach is consistent with the overwhelming practice of S&P 500 companies. According to data from The Conference Board, only 17% of companies in the S&P 500 have a formal policy mandating such separation as of December 31, 2022.

Director Independence

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

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

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

Committees of the Board

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

For 2022, the Board had three standing committees:

•

Audit Committee

•

Leadership Development and Compensation Committee

•

Nominating and Governance Committee

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

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

As part of our ongoing commitment to ESG matters, the Board delegated oversight responsibility of sustainability and ESG to the N&G Committee. Because of the importance of our sustainability program to our strategic objectives, the Board has asked Colleen Goggins, chair of the N&G Committee, to directly oversee these matters regularly on behalf of the N&G Committee and the Board.

In 2022, we increased our gender diversity in leadership positions on the Board by appointing Carol Burt as chair of the LDC Committee and Colleen Goggins as chair of the N&G Committee.

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

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AUDIT COMMITTEE

Members in 2022: James A. Fasano (Chair) Carol J. Burt Colleen A. Goggins John M. Leonard, M.D. Sheila A. Stamps   The Board has determined that Mses. Burt and Stamps, Mr. Fasano and Dr. Leonard are “Audit Committee Financial Experts” as such term is defined in SEC rules, and that each member of the Audit Committee is financially literate.   Committee Meetings in 2022 : 7 Responsibilities: ● Assisting the Board in fulfilling its oversight responsibilities relating to: ● the integrity of the Company’s financial statements ● the Company’s compliance with legal and regulatory requirements, including its quality assurance function overseeing clinical trial services ● the independent auditor’s qualifications and independence ● the performance of the Company’s internal audit function and the independent auditor ● the performance of the Company’s compliance and ethics program, which is managed by our Chief Compliance Officer, who reports directly to our Executive Vice President, General Counsel and Secretary, and meets with the Audit Committee at least annually ● Reviewing and discussing with management and the independent auditor the annual and quarterly financial statements before the filing of the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q ● Discussing earnings press releases and the financial information and financial guidance included therein ● Overseeing the relationship between the Company and our independent registered public accounting firm, including: ● having direct responsibility for that firm’s appointment, compensation and retention ● reviewing the scope of that firm’s audit services ● approving non-audit services ● reviewing and evaluating that firm’s independence ● Reviewing with internal auditors and the independent auditor the overall scope and plans for audits, including authority and organizational reporting lines and adequacy of staffing and compensation, and monitoring the progress and results of such plans during the year ● Reviewing with internal auditors and the independent auditor any audit problems or difficulties, including any restrictions on the scope of the independent auditor’s activities or on access to requested information and any significant disagreements with management, and management’s response to such problems or difficulties ● Overseeing management’s implementation and maintenance of effective systems of internal controls over financial reporting and disclosure controls, and reviewing and discussing with management, internal auditors and the independent auditor the Company’s system of internal control, its financial and critical accounting policies and practices, policies relating to risk assessment and risk management, including cybersecurity risk, and our major financial risk exposures ● Reviewing and approving all related party transactions and corporate opportunity transactions

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LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE

Members in 2022: Carol J. Burt (Chair) John P. Connaughton John G. Danhakl Todd B. Sisitsky John M. Leonard, M.D. (Ex Officio)   New: Ms. Burt appointed chair of LDC Committee in 2022   Committee Meetings in 2022 : 5 Responsibilities: ● Reviewing and approving corporate goals and objectives relevant to the compensation of our Chairman and Chief Executive Officer, the officers of the Company who report directly to our Chief Executive Officer, and all officers who are “insiders” subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) ● Evaluating the performance of our Chairman and Chief Executive Officer and other executive officers in light of those goals and objectives and determining and approving, or recommending to the independent members of the Board for approval in the case of the Chief Executive Officer, their respective compensation levels ● Making recommendations to the Board about the compensation of our directors ● Administering our equity-based plans and management incentive compensation plans and making recommendations to the Board about amendments to such plans and the adoption of any new employee incentive compensation plans ● Recommending to the Board ownership guidelines for the executive officers, other executives and non-employee directors, and periodically assessing these guidelines and recommending revisions as appropriate ● Establishing the terms of compensatory arrangements and policies to protect our business, including restrictions that apply to current and former executive officers ● Reviewing and approving all executive officer employment contracts and other compensatory, severance and change in control arrangements for current and former executive officers; reviewing and establishing our overall management compensation and benefits philosophy and policies; and reviewing and approving our policies and procedures for the grant of equity-based awards ● Establishing and reviewing periodically policies and procedures with respect to perquisites ● Reviewing our incentive compensation arrangements to determine whether they encourage excessive risk-taking; reviewing and discussing at least annually the relationship between risk management policies and practices and compensation; and evaluating compensation policies and practices to mitigate any such risk ● Reviewing the processes for managing executive succession and the results of those processes ● Oversee the Company’s policies and strategies as delegated by the Board relating to human capital management including recruitment, development, promotion, performance management, pay equity and inclusion and diversity

NOMINATING AND GOVERNANCE COMMITTEE

Members in 2022: Colleen A. Goggins (Chair) John G. Danhakl John M. Leonard, M.D. Leslie Wims Morris Todd B. Sisitsky   New: Ms. Goggins appointed chair of N&G Committee in 2022   Committee Meetings in 2022 :  4 Responsibilities: ● Overseeing the Company’s strategic plans, objectives and risks related to sustainability, ESG and corporate citizenship matters, with Ms. Goggins, as committee chair, designated to coordinate such oversight and responsible for reporting developments to the committee and the Board ● Overseeing the Company’s stockholder engagement program ● Identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board ● Establishing processes for identifying and evaluating Board candidates, including nominees recommended by stockholders ● Recommending to the Board the individuals to be nominated for election as directors and to each of the Board’s committees ● Developing and recommending to the Board a set of corporate governance principles, as well as practices and policies with respect to directors ● Coordinating an orientation program and appropriate educational materials for new directors ● Evaluating and making recommendations to the Board regarding stockholder proposals that relate to corporate governance and other matters related to stockholders ● Overseeing the evaluation of the Board ● Monitoring the Board’s leadership structure to determine whether it remains in the best interests of our stockholders

IQVIA HOLDINGS INC.     2023 Proxy Statement 34

Board’s Role in Risk Oversight

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

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

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Succession Planning for Directors and Executive Officers

Directors

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

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

The N&G Committee will consider stockholders’ recommendations of nominees for membership on the Board on a substantially similar basis as it considers other nominees. Stockholders may recommend candidates for membership on the Board by submitting candidate names to: Secretary, IQVIA Holdings Inc., 83 Wooster Heights Road, Danbury, Connecticut 06810.

Board refreshment

The Board regularly focuses on refreshing the composition of the Board to ensure an appropriate mix of backgrounds, skills and experience necessary to support the Company’s strategy and to enhance the Board’s diversity. Since the closing of the Merger, the Board has actively pursued a strategy of refreshing the composition of the Board to provide greater diversity. Since the Merger, six directors have retired from the Board and four directors—all women—have joined. The Board expects to continue to seek new directors who will further enhance the mix of experience, backgrounds and diversity currently represented.

Succession planning

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

Director search policy

In 2020, to deepen our commitment to identifying diverse candidates for our Board, the Board adopted a new diversity requirement for director nominee slots. Under this rule, the N&G Committee will ensure that any initial list of candidates from which new management-supported director nominees are chosen will include qualified female and racially or ethnically diverse candidates, and that any third-party firm engaged to assist in the search will be instructed accordingly.

Proxy access

A stockholder, or a group of up to twenty stockholders, holding at least 3% of the Company’s common stock for at least three years may submit director nominees for inclusion in our proxy statement. Stockholders may rely on proxy access to nominate candidates for up to 20% of the Board or two director seats, whichever is greater. Our Bylaws specify certain time limits, notice requirements, and other procedures for stockholders who wish to include their director nominees in the Company’s proxy materials. For more information, see “Other Relevant Information—Stockholder Proposals and Nominees for 2024 Annual Meeting of Stockholders.”

Retirement age

The Board believes that setting a retirement age for IQVIA directors is advisable to ensure periodic turnover of the Board. Accordingly, in 2021, the Board revised our Corporate Governance Guidelines to require that directors offer to retire from the Board when they attain the age of 74. The Board believes it is important to monitor its composition, experience, skills and needs in the context of the Company’s long-term strategic goals, and, therefore, may elect to decline a director’s offer to retire in appropriate cases.

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Vacancies

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

Executive Officers

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

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

Chief Executive Officer search policy

Pursuant to the diversity requirement adopted by the Board in 2020, if the Board or the LDC Committee conducts an external search for Chief Executive Officer candidates, the Board or the LDC Committee will ensure that any initial list of candidates includes qualified female and racially or ethnically diverse candidates, and that any executive search firm engaged to assist in the search is instructed accordingly.

Meetings and Executive Sessions

The Board held seven meetings during fiscal 2022. In 2022, each of our directors attended at least 75% of the total number of meetings of the Board and the Board committees on which they served. We strongly encourage our directors to attend the annual meeting of stockholders, and in 2022, 100% of our directors attended the annual meeting of stockholders.

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

Board Evaluation Process

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

IQVIA HOLDINGS INC.     2023 Proxy Statement 37

evaluations for their respective committees during executive sessions. The N&G Committee periodically engages independent outside consultants to facilitate and refresh the evaluation process.

How to Contact the Board and its Committees

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

Board of Directors
c/o Secretary
IQVIA Holdings Inc.
83 Wooster Heights Road
Danbury, Connecticut 06810

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

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Sustainability and ESG

Our Commitment to Sustainability

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

As an industry leader, we continually look for ways to advance and strengthen our ESG efforts and report on our progress each year in our annual ESG Report. You can find more details about all the topics below as well as other important information related to our sustainability efforts in our 2022 ESG Report, which is available on our website at https://www.iqvia.com/esg.

Select highlights of our 2022 ESG-related accomplishments:

•  Submitted goals to SBTi for approval, which will help us set a roadmap with clearly defined actions to reduce our carbon emissions every year

•  Reduced our total and per full-time employee Scope 1 and 2 (market-based) emissions by 13% and 22%, respectively, despite a 9% increase in headcount

•  Implemented a majority voting standard for directors in uncontested elections

•  Put forth a proposal to amend our Certificate of Incorporation to adopt a stockholders’ right to request a special meeting

•  Put forth and adopted a proposal to declassify the Board; current director nominees up for election to one-year terms

•  Racial, ethnic and gender diversity for 2022 new hires in the U.S. exceeded the levels for the overall U.S. workforce, as disclosed in our EEO-1 report, continuing a trend from 2021

•  Expanded our ERG program with the addition of a new group, Disabilities and Careers Network, and saw total participation in our ERG program increase by 40% over the prior year

•  Enhanced the diversity of our Board, bringing total Board diversity to 50%, and enhanced diversity disclosure of our Board

•  Enhanced the gender diversity in leadership positions on the Board by appointing Carol Burt as chair of the Leadership Development and Compensation (LDC) Committee and Colleen Goggins as chair of the Nominating and Governance (N&G) Committee

•  For the sixth time in a row, IQVIA was recognized in FORTUNE’s list of World’s Most Admired Companies and for the second year in a row, we earned the number one position in our industry category, FORTUNE’s Healthcare: Pharmacy and Other Services, and achieved first place rankings in seven out of nine categories

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Sustainability Governance

Board level

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

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

Consistent with our commitment to our ESG efforts, the LDC Committee considers ESG-related metrics in the individual performance components of each named executive officer’s short-term incentive payout.

Management level

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

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

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Embedding ESG in risk management

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

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

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

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Materiality assessment

In 2022, we refreshed our materiality assessment, informed by a survey of key stakeholders — including selected IQVIA employees and executives, investors, life sciences companies, payers and healthcare providers. Analysis of the survey results with our ESG Executive Steering Committee led to the identification of nine issues of key significance to IQVIA, taking account of the level of stakeholder interest, IQVIA’s potential impact on people and planet, and the potential impact of these issues on IQVIA’s business and performance. Clinical trial safety, data privacy and cybersecurity and ethics and compliance were identified as the most impactful. More information on our materiality assessment is included in our 2022 ESG report, available on our website at https://www.iqvia.com/esg.

Reporting frameworks and standards

In 2022, to maximize transparency and increase understanding of our progress toward completing our sustainability and ESG initiatives, we organized our climate risk disclosure in accordance with Task Force on Climate-related Financial Disclosures (TCFD) recommendations and aligned our ESG Report with the Global Reporting Initiative (GRI) and Sustainability Accounting Standards Board (SASB) disclosure frameworks by including and reporting against their respective reporting standards indexes. The GRI and SASB indexes are tools to help readers identify and evaluate our disclosures against standardized ESG topics. We continue to expand, and evaluate opportunities to further expand, our ESG disclosure corresponding to GRI and SASB recommendations.

United Nations Global Compact

We are members of the United Nations Global Compact, affirming our commitment to embed sustainability across our business. As part of the development of our sustainability and citizenship strategy, we have identified four sustainable development goals (SDGs) that we believe IQVIA can have the most impact in advancing.

•

GOAL 3: Good Health and Well-being. We use our data insights and clinical expertise to help our partners accelerate access to more advanced and affordable healthcare treatments around the world.

•

GOAL 5: Gender Equality. We are committed to maintaining a culture of inclusion in which women and people from diverse backgrounds can fully contribute to the growth and success of our business. Currently, approximately 60% of our global employees are women, with 51% at the manager level.

•

GOAL 12: Responsible Consumption and Production. We are committed to reducing waste. In 2021, we removed 100% of single-use plastic from all our office facilities. We continue to evaluate our environmental footprint and will be increasing the number of My Green Lab Certified laboratories in 2023.

•

GOAL 13: Climate Action. We recognize the need to reduce our environmental footprint and to progress towards becoming carbon-neutral. In 2022, as part of our commitment we submitted our science-based target to SBTi for approval.

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People

Our human capital management

Our approximately 86,000 employees help us drive our business success and achieve our ambition to advance human health. Attracting, developing and retaining a talented workforce is essential to the success of our business and the realization of our purpose. Investments in our people are motivated by our desire to have an engaged and connected workforce. This results in higher productivity and better results for IQVIA. In an industry as complex and competitive as ours, we also recognize that employees who feel supported contribute to higher retention and recruitment rates.

As a testament to our dedication to talent development, in 2022, we won four Brandon Hall Group Human Capital Management Excellence Awards for the creation of innovative talent and learning offerings. The Brandon Hall Group’s prestigious global Excellence Awards recognize the organizations that have most successfully developed and deployed programs, strategies, processes, systems, and tools to achieve measurable results. In addition, for the sixth time in a row, IQVIA was recognized in FORTUNE’s annual list of World’s Most Admired Companies. Importantly, for the second year in a row, IQVIA earned the top position in FORTUNE’s Healthcare: Pharmacy and Other Services category of its World’s Most Admired Companies list, and achieved first place rankings in seven of nine categories, including innovation, people management, use of corporate assets, social responsibility, quality of products and services, global competitiveness and long-term investment value.

Board oversight of human capital management

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

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

Strategy

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

•

Recruitment. We consider a range of qualified candidates for all positions. We hire qualified individuals with a variety of backgrounds and experiences from both within and outside the organization for positions at all levels.

•

Development & Progression. We are committed to having a diverse pipeline of talent moving up in our organization and providing opportunities for all employees to develop within their current role as well as towards their next role. We do this by encouraging mentoring and establishing support networks, as well as by providing programs and tools to help employees map out and achieve their career goals. Examples of this are our Emerging Leader Program, which is aimed at key mid-level talent, and our Future Leader Program, which is aimed at more senior level talent, where we expose participants to a variety of trainings, tools, assessments and mentoring to support a broader understanding of the breadth of the IQVIA portfolio, further develop leadership traits, expand network and develop skills for greater success in the future.

•

Retention. We seek to develop a working environment where employees feel supported and want to stay. To increase employee engagement and retention, we consistently seek feedback from employees through surveys and focus groups and develop meaningful analytics, initiatives and programs to respond to their needs. For example, in 2022, we launched Career Connections, IQVIA’s innovative internal talent marketplace that offers artificial intelligence (AI) powered personalized suggestions to help colleagues identify opportunities that will expand their skillsets in and outside of their current business area, gain visibility to internal jobs, ad hoc projects and mentoring opportunities and empower leaders to achieve business goals by providing access to a broader internal talent pool. We believe this will result in our colleagues developing skills for the future, increasing internal mobility and improving engagement and retention.

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Building on diversity and inclusion successes

We are committed to maintaining our strong culture of diversity and inclusion (D&I) in which people from all backgrounds can fully contribute to the growth and success of our business. This is a foundation of our approach to human capital. We create this culture for employees regardless of gender, race, color, creed, religion, marital status, age, national origin or ancestry, physical or mental disability, medical condition, veteran status, citizenship, sexual orientation, gender identity or any other protected group status. Our concept of diversity broadly includes employees who reflect a diverse range of backgrounds, thoughts, experience and skills.

As outlined in our human capital management strategy, attracting, developing and building a strong diverse talent pool at all levels of the organization is critical to our business and is essential to maintaining an inclusive environment and an innovative workplace. We strive to create an environment where diversity of thought sparks innovation to enable greater impact and where people of all backgrounds and perspectives collaborate to bring out the best in each other. We have programs that help us in our efforts, including our ERGs and D&I training, and we continue to expand our efforts in this area.

To further enhance our D&I transparency, we have also published our EEO-1 report, which we file with the U.S. Equal Employment Opportunity Commission and which details demographic workforce data, including data by race/ethnicity, gender and job category, for our U.S. employees.

By the numbers

U.S. Employees

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Global Gender Diversity

Listening to our employees

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

We received an average of 63,000 responses across our surveys in 2022, with an average participant rate of 79.5%. Across our surveys, 81% of respondents say they feel engaged. This was the first year we measured engagement across the full index, including referral, pride in company, intrinsic motivation and intent to stay. The employee engagement index has been stable across our surveys in 2022 and our results are aligned with the Fortune 500 Benchmark. Two items saw significant improvement in 2022 as compared to 2021. The number of employees feeling they can achieve their career goals continued to increase, with a 4 point increase in 2022 compared to 2021, and the number of employees feeling they are acquiring the knowledge and skills needed to be effective in their jobs increased 3 points in 2022 compared with the prior year.

2022 Survey Results

78%	93%
feel they can achieve their career goals at IQVIA	feel their manager treats all employees with respect
4 points better than prior year and 7 points above the Fortune 500 Benchmark	New question for 2022 and 7 points above the Fortune 500 Benchmark

85%	89%	87%
agree their manager supports their skill and career development	feel they are acquiring the knowledge and skills needed to be effective in their jobs	feel they are part of a team
New question for 2022 and 8 points above the Fortune 500 Benchmark	3 points better than prior year and 6 points above the Fortune 500 Benchmark	2 points better than prior year and 5 points above the Fortune 500 Benchmark

IQVIA HOLDINGS INC.     2023 Proxy Statement 45

Public

Patient and population health outcomes

Our mission to accelerate innovation for a healthier world guides everything we do, and the deep sense of responsibility we feel towards supporting better outcomes for patients is the foundation of our values and our culture. Collaboration is central to these efforts, and our vast network of partners puts us in a unique position to catalyze change. We dedicate significant time and resources to working with leading academics, governments, NGOs and peers to generate real world evidence and insights into some of the world’s most complex, urgent healthcare challenges. By working with these institutions and combining our insights and expertise, together we can:

•

Shift the focus to health and wellness prior to the onset of a disease, enabling a greater emphasis on prevention and earlier stage consumer engagement

•

Use AI to detect diseases earlier, identify potential misdiagnosed patients, predict treatment response and manage adverse events

•

Accelerate discovery and development of new treatment modalities for high-disease burden conditions

•

Increase delivery of scientific advances to those who will benefit most

•

Reduce the burden of care delivery on patients, caregivers and communities

Through these focus areas, we support the entire spectrum of patient needs — from earlier diagnosis, prevention and timely intervention, through to patients’ access to medicines, optimization of care and development of new medicines.

Delivering data-powered solutions

Real world data and randomized control trial data are at the heart of our work. By combining Clinical Outcomes Assessments derived from patient-reported outcomes (PRO), observer-reported outcomes (ObsRO), clinician-reported outcomes (ClinRO), and Performance Outcomes (PerfO) with traditional medical data on the risks and benefits of treatments, we can improve research productivity, quality and provide new perspectives that ultimately enable a greater number of patients to gain access to the right treatments more quickly.

Highlighted below are two recent case studies that demonstrate key attributes of our data-powered solutions used to support clients and patients.

IQVIA HOLDINGS INC.     2023 Proxy Statement 46

Case studies

 

Development of a predictive model for early diagnosis of Atrial Fibrillation patients at risk of stroke

Engaging in development of European Health Data Space

Atrial Fibrillation (AF) patients are five times more likely to have a stroke than non-AF patients, resulting in increased rates of mortality, morbidity and disability. We partnered with a healthcare provider with approximately one quarter of a million patients to design a program to improve the care management of AF patients. We combined risk modeling and clinic-based pharmacist engagement to identify patients at high risk of stroke. More than 3,000 patients at high risk of stroke were identified and their current care regimes were reviewed, with changes in therapy recommended where appropriate. Outcomes included: •  An estimated 22% fewer annual strokes (114 fewer strokes) during the implementation phase, compared to the prior period.(1) •  Estimated annual savings of approximately $2 million and increasing to approximately $7 million when taking account of socioeconomic factors.(2)

In 2022, IQVIA was selected to support the European Medicines Agency (EMA) DARWIN EU® Coordination Centre. DARWIN EU® will develop and manage a network of real-world healthcare data sources across the EU — accelerating access to high-quality real-world evidence for the use, safety and effectiveness of drugs across the region. IQVIA is contributing technical expertise and information management solutions to enable regulatory-quality analytics of healthcare data gathered from different sources across Europe — including at EU, country, institution and individual patient-levels. DARWIN EU® is part of a broader EU regulatory movement to develop a common healthcare data ecosystem — the European Health Data Space —with the aim to improve data quality and use, and deliver better patient outcomes.

Improving public health outcomes

We actively build collaborations in the global health space, with the aim to promote health equity in developing nations and improve health outcomes globally. These projects often span several years and include a mix of sponsorship and sharing of our knowledge and experience. Our Public Health team has worked with 75+ clients across more than 50 countries globally during the past nine years.

At an international level, we have ongoing relationships with the World Economic Forum (WEF), the Bill and Melinda Gates Foundation and the Global Fund to Fight AIDS, Tuberculosis and Malaria. Through these collaborations, we utilize our capabilities and networks to enable progress on global health challenges. For example, in 2022, we evolved our collaboration with WEF, with IQVIA executives engaging in several WEF-led initiatives, including:

•

The Global Coalition for Value in Healthcare

•

Precision Medicine, including the expert taskforce on Innovative Breakthrough Therapies

•

Davos Alzheimer’s Collaborative

•

Pandemic Surveillance

(1)

The figure of 114 fewer strokes is a calculated annual estimate based on the difference in stroke numbers seen in the three-month period immediately following the implementation phase compared to the same period prior to the intervention.

(2)

The cost of strokes is based on a report commissioned by the Stroke Association – the U.K.’s National Health Service costs are £13,269 per event (providing the £1.5m figure, equal to approximately U.S. $2 million) and full first year costs (taking into account paid and unpaid social care, in addition to productivity loss) are estimated at £45,409 (providing the £5.2m figure, equal to approximately U.S. $7 million).

IQVIA HOLDINGS INC.     2023 Proxy Statement 47

We also work with a range of foundations, life science companies, national healthcare associations and nongovernmental organizations to target specific healthcare challenges. Key ongoing collaborations in 2022 as well as two recent case studies are included below.

•

American College of Surgeons (ACS). Support for the ACS’s full range of quality initiatives, including the National Surgical Quality Improvement Program, the Surgeon Specific Registry, the National Cancer Database, and the National Trauma Data Bank, among others.

•

Cambridge Respiratory Innovations. Collaboration to develop an AI algorithm for predicting respiratory exacerbation events 48 hours in advance, using a home monitoring device. The device has enabled a six-times increase in precision of predictions, and could save the U.K.’s National Health Service more than $120 million per year by enabling early medical intervention and reducing avoidable hospitalizations.

•

Juvenile Diabetes Research Foundation (JDRF). Ongoing work to reduce adult misdiagnosis of Type 1 Diabetes as Type 2, through the use of predictive AI models, and the implementation of training programs to help providers increase their awareness of the frequency and impact of misdiagnosis.

Case studies

 

A data-driven, patient-centric approach to supporting research and improving the lives of patients with arthritis

Expanding patient registry capabilities to better serve those affected by diseases causing blindness

Challenge: The Arthritis Foundation wanted to integrate its disparate data systems and research initiatives to derive more value from their existing investments and decrease their reliance on philanthropy to fund their research and patient support programs. Solution: We worked with the Arthritis Foundation on a phased approach to delivering its goals, with a focus on clinical trial design and delivery; patient insights; patient support and education; and research, data and analytics. The process covered three critical stages: •  Vision and needs assessment based on internal and market-focused research. •  Prioritization and synthesis to align sustainability and vision. •  Recommendations and business case, identifying short- and long-term approaches to evolving the Arthritis Foundation. The output of this work is a baseline five-year rollout plan, revenue projections, and cost estimates for achieving the Arthritis Foundation’s vision of a more sustainable research model and patient centric, data-driven approach to its work.

Challenge: The Foundation Fighting Blindness (FFB) was interested in expanding its existing patient registry to enable additional use cases to better serve its patient population and ensure future financial sustainability. Solution: We partnered with FFB to understand the desired future use cases of its registry, the data required to enable those use cases (beyond what is currently captured), and the feasibility of acquiring that additional data. This led us to identify three critical work phases: •  Develop a strategic plan and roadmap — 5-6 months (work complete). •  Enhance and scale the registry — 12-18 months (next step). •  Maintain and evolve the registry (ongoing). “We have been very pleased with our decision to partner with IQVIA to help us identify and prioritize key clinical data and registry characteristics of value to our stakeholders. Our team has benefited not just from their expertise in sourcing and integrating data, but also from their ability to present technical ideas and options in a straightforward manner. They delivered actionable insights to help us make decisions on future registry programming and investments. My only wish is that we had started working with IQVIA sooner” Todd Durham, PhD, VP Clinical and Outcomes Research, FFB

IQVIA HOLDINGS INC.     2023 Proxy Statement 48

Empowering patient advocacy

Patient advocacy organizations have a unique opportunity to act as a trusted data steward to support patients in managing their own care, aggregate multiple data sources to drive research, and help put patient voice at the center of study design and delivery. We create intelligent connections that enable these organizations to discover previously unseen insights, drive smarter decisions and unleash new opportunities. We offer support in four key areas:

•

Advisory services. We provide insights and advice on data and technology needs and strategy, market assessment, regulatory issues, and organizational strategy on issues such as health equity and D&I.

•

Clinical research services. We offer world-leading clinical trial services. In 2021, IQVIA was named the top Contract Research Organization in overall reputation by clinical trial sites around the world.

•

Data services. We harness the power of the world’s most expansive real-world data portfolio to provide unparalleled insights across the clinical development pathway.

•

Technology. We provide registry and patient health data platforms to support research and patient care incorporating multiple data sources, alongside direct-to-patient applications.

Our 2022 Patient Advocacy Summit brought together more than 100 U.K. and U.S. patient advocacy organizations to participate in thought-provoking conversations to share ideas and best practices around relevant and timely patient-driven research and health data topics. The annual summit is designed to help nonprofit organizations support patients through advocacy-led research and data initiatives, with a focus on:

•

Convening thought-provoking conversations, and exchange of ideas and best practices on patient-driven research and health data topics.

•

Engaging participants to explore solutions to the most pressing challenges faced by organizations seeking to improve patient outcomes.

•

Empowering patient advocacy organizations to be the trusted source of all the best knowledge in their community, domain or disease area.

Panel topics and breakout sessions this year included capturing the patient voice, making patient advances together and faster through life science collaborations, and prioritizing expenditure for maximum impact on patient communities.

IQVIA Innovation Hub

We invest in promising innovators to scale their products and platforms through the IQVIA Innovation Hub (the Hub). The Hub invests in and forms strategic partnerships with tech start-ups, providing access to the extensive IQVIA network of assets, resources, clients and partners. These connections create commercial value for IQVIA and our clients, by speeding clinical development, enhancing commercialization, and putting digital health into action:

•

Partners can reach new customers, demonstrate tangible results for stakeholders and realize new potential

•

Customers benefit from differentiated solutions that connect trusted capabilities with emerging technologies — enabling improved delivery experiences and outcomes

•

Patients experience potential benefits such as access to new treatments faster, enhanced disease management and an improved journey through the healthcare system

•

The employment of digital tools such as those used for biomarkers and patient engagement can support the reduction of clinical trial carbon footprint

The Hub actively seeks innovative solutions in the fields of patient engagement, remote monitoring, decentralized clinical trials, telehealth, behavioral health, diagnostics and more — welcoming dialogue with pioneering start-ups outside these areas. The more than 50 companies we work with to date include:

•

Alike.Health. A digital healthcare company that taps into the power of medical records by utilizing proprietary AI, crowdsourcing and big data to make personalized health a reality. The platform engages users to produce meaningful user-generated content and diverse clinical data.

•

Belong.Life. A thriving global patient community that has grown through its partnership with the Hub to provide the world’s largest social and professional networks for cancer and multiple sclerosis, serving millions of people in more than 110 countries.

•

CytoReason. A tech company developing computational disease models for users to conduct synthetic trials. CytoReason’s AI technology helps pharmaceutical and biotechnology companies shorten clinical trial phases, reduce costs and increase the likelihood of drug approval.

•

Prosoom. An e-commerce solution that captures data on ratings, search engine visibility and price differences of over-the-counter drugs, to help inform buyer decisions.

IQVIA HOLDINGS INC.     2023 Proxy Statement 49

IQVIA Institute for Human Data Science

By applying our information, expertise and analytics to important medical challenges we can help accelerate the advancement of human health around the world. The IQVIA Institute for Human Data Science (the Institute) leads our work on research, analysis and scientific expertise applied to granular, non-identified patient-level data.

The Institute is entering its 12th year of work and continues to build new collaborations with academics, healthcare providers, payers, patient advocacy groups, policymakers, life sciences companies and health technology companies. All Institute reports, articles and webinars are free to the public at www.iqviainstitute.org, enabling easy access by broad audiences.

2022 Publications

Global Trends in Research & Development in 2022	Global Oncology Trends 2022
The life sciences sector is setting new records in the level of scientific progress and investment, in addition to the number and range of new medicines treating patients globally. This study assesses the trends in new drug approvals and launches, pipeline activity and number of initiated clinical trials.	Oncology is rapidly innovating — in a record-setting year, more novel cancer medicines became available than in any year in history. Adoption of these medicines is improving millions of patient outcomes, though equitable access remains a significant challenge. This research examines these novel medicines and research topics, and the longer-term trends in use of cancer medicines.
Advancing Diversity in Clinical Development through Cross-Stakeholder Commitment and Action	Lessons Learned from COVID-19 Vaccine Trials
The realities of disparities in health outcomes among diverse populations have become increasingly evident, particularly during the COVID-19 pandemic. This report reviews the progress that has been made in increasing participation by racial and ethnic groups — with a principal focus on Black/African American and Hispanic people — in clinical trials.	The development of vaccines in well under a year is previously unheard of in vaccine clinical development. This report explores what enabled these clinical trial efficiencies and is based on a set of workshops with COVID-19 vaccine clinical delivery teams.

Emerging Biopharma’s (EBP) Contribution to Innovation

EBP companies are at the root of early-stage drug development and play a critical role in many novel therapies and health technologies. This report investigates the current landscape of EBP companies and their emerging products, as well as associated clinical trial activity and success.

IQVIA HOLDINGS INC.     2023 Proxy Statement 50

Our commitment to diversity and inclusion in clinical trials

Lack of equity across healthcare systems and treatments is a significant global issue and one that we are committed to addressing through our work with clinical trials and beyond.

Partnership and advocacy to address inequities

As a founding member of the Preparedness and Treatment Equity Coalition, we engage in work to reduce inequalities in pandemic preparedness. The Coalition studies and identifies health system reforms to reduce health disparities such as:

•

Variable access to testing and treatment

•

Low rates of adult vaccinations among certain groups

•

Higher rates of conditions, such as metabolic and cardiovascular diseases, in certain groups

We also work with industry stakeholders, advocacy groups and academics to:

•

Influence regulatory guidance and identify pragmatic solutions

•

Develop clinical trial sites that can access underrepresented populations

•

Increase understanding of the issues and advance progress toward improving D&I within clinical trials

•

Explore new solutions to increase inclusivity

Supporting customers with a holistic approach to improving clinical trial diversity

Our Research & Development Solutions (R&DS) business unit’s Diversity and Inclusion in Clinical Trials initiative draws on expertise and resources from across our organization, allowing us to deliver innovative approaches to meet growing customer demand and regulatory expectations.

We support our customers to make clinical trials more accessible and inclusive, recommending a proactive approach to D&I planning that begins at the earliest stages of protocol design and continues through the trial lifecycle. Our approach draws together understanding and expertise across a range of disciplines, to ensure clinically relevant populations are recruited effectively and on time. We offer our customers:

•

Real world data, domain expertise, technology and advanced analytics

•

Understanding of the clinical and demographic characteristics of the intended population

•

Insights into site selection, training and recruitment strategy, supported by aligned goals

•

Close monitoring of diversity recruitment throughout the lifecycle of the trial

Decentralizing trials for increased access

DCTs reduce the burden on patients by providing a fully remote or hybrid approach — delivering purpose-built clinical services and industry-leading technologies that engage the right patients wherever they are. This enables participants to engage with the trial at home or locally, reducing disruption to their daily lives. DCT models allow a broader population of people to take part in clinical trials, enabling trial sponsors to access diverse populations and hard-to-reach candidates, as well as expanding geographic reach. In 2022, our DCT program became the first to receive an independent GDPR compliance validation. This is an important recognition of our commitment to protect clinical trial participant data. As we continue to expand our DCT program, we now have more than 300,000 participants in over 50 countries and 30 indications using our DCT model.

Data privacy

Patient information is critical to our business. It helps us support healthcare innovation by enabling insights that can increase access to care, improve outcomes and reduce costs.

We hold one of the largest collections of healthcare information in the world. Our comprehensive database covers more than one billion non-identified patient records that span sales, prescription and promotional data, medical claims, electronic medical records, genomics and social media. We generate, extract and analyze information at scale to enable the healthcare community to identify patterns, detect trends and select treatment pathways that maximize positive outcomes.

Protecting privacy is therefore crucial to our operations as it underpins our reputation and the trust that our stakeholders place in us. We use a wide variety of controls, privacy-enhancing technologies and safeguards to protect sensitive data and comply with relevant rules, regulations and obligations.

We adhere to core privacy principles — such as openness, accountability, security and safeguards — in all our operations across more than 100 countries. We tailor our practices to meet all relevant legal requirements for data

IQVIA HOLDINGS INC.     2023 Proxy Statement 51

protection and privacy. In 2022, we continued to embed privacy personnel and practices across the business, equipping our people with the tools and knowledge to meet our high expectations.

Cybersecurity

Cyber-attacks present ongoing and ever-evolving threats to business operations around the world. Cybersecurity is therefore a priority and a core responsibility for IQVIA. To protect our partners’ information and our own data, we invest regularly in enhancing our cybersecurity capabilities, ensuring our products and services provide a strong first line of defense against possible attacks. We also work closely with our core vendors and sit on their customer advisory boards to devise solutions to emerging issues and share our practical experience.

Our policies and procedures are informed by external benchmarks, frameworks and regulations, such as Control Objectives for Information and Related Technologies (COBIT), the GDPR, good practice quality guidelines and regulations (GxP), the Health Insurance Portability and Accountability Act (HIPAA), HITRUST, ISO 27000 standards, and the National Institute of Standards and Technology (NIST).

Our Chief Information Security Officer (CISO) oversees our Governance, Risk and Compliance group and leads our Global Information Security team, which is responsible for defining our strategy and tracking its implementation across the organization. The Audit Committee has full oversight of any cybersecurity risks and threats to our business and receives regular updates on any developments from our CISO, including quarterly reports of plans and actions.

In 2022, we established a Business Information Security Office (BISO) to help facilitate communications and the exchange of information between our IT function and various business units. This restructuring has increased our effectiveness by strengthening links between security functions and business units, in addition to clarifying role scopes and providing new career opportunities.

IQVIA HOLDINGS INC.     2023 Proxy Statement 52

Planet

Driven by our commitment to support public health, we have a responsibility to reduce our climate impact. We primarily focus on reducing the impacts of our business operations, including facilities and business travel.

Given the nature of our activities, climate change does not currently present a material risk to our business. Nonetheless, we are held accountable to our stockholders and all stakeholders for committing to adopt more sustainable business practices and manage the risks of our operations associated with climate change. These risks are considered in our climate-related risk assessment and are factored into related business decisions.

We are committed to reducing greenhouse gas (GHG) emissions and identifying climate-related risks and opportunities and, in 2022, we submitted goals to STBi for approval. SBTi-aligned goals will help us set a roadmap with clearly defined actions to reduce our carbon emissions every year and ultimately become a net-zero organization.

We support having clear and consistent disclosures regarding our approach to climate change. To that end, we have aligned to TCFD recommendations for disclosing information about the risks and opportunities presented by climate change in our 2022 ESG Report.

Greenhouse gas emissions

GHG emissions are categorized and tracked on three different scopes, depending on the source of the emissions, as described below.

GHG Scope	Description	Primary Driver
Scope 1	All direct emissions	From the activities of IQVIA under direct control, including fuel combustion from company vehicles and gas emissions from boilers and air-conditioning refrigerant leaks.
Scope 2	Indirect emissions(1)	Emissions associated with electricity purchased and used by IQVIA to power facilities heating, cooling and computer / IT equipment.
Scope 3	All other indirect emissions	Emissions associated with IQVIA business travel, purchased goods and services, fuel and energy related activities (not included in Scope 1 or 2), waste generated in operations, and upstream leased assets.
(1) We use the market-based method, which takes into account emissions from energy contracts and instruments (such as renewable energy credits), to report our Scope 2 emissions.

Our direct GHG emissions primarily come from our office and laboratory facilities, and business-related travel. In 2022, we reset our baseline year to 2019 as the basis for the setting of our science-based target. We also expanded our Scope 3 reporting boundary to include multiple Scope 3 categories for the first time, including purchased goods and services, fuel and energy related activities (not included in Scope 1 or 2), waste generated in operations, business travel, and upstream leased assets. As a result, our Scope 3 emissions are not directly comparable to prior years which reported against business travel only.

Overall, in 2021, our total Scope 1 and Scope 3 GHG emissions increased compared with the prior year, while Scope 2 GHG emissions declined. For Scope 1 and 2 (market-based) emissions, we saw a decrease of 22% per FTE and 13% in absolute terms, despite a 9% increase in headcount during the period.

As a key element of our work to enable the science-based target to be submitted to the SBTi for approval, since reporting to CDP in July 2022, we have captured comprehensive emissions data across all three Scopes and will be reporting against those in our 2023 CDP Report.

Our GHG data for the years 2019 and 2020 was verified by Apex Companies, LLC, and our GHG data for year 2021 was verified by Incendium Consulting.

IQVIA HOLDINGS INC.     2023 Proxy Statement 53

Emissions and energy consumption data aligns with the information used in the science-based target approval submission to the SBTi in 2022.

	Metric Tons Equivalent			# Employees	Metric Tons Equivalent per Employee			Total Energy Consumption (mWh)
	Scope 1	Scope 2	Scope 3		Scope 1	Scope 2	Scope 3
2019	3,671	47,156	591,026	67,000	0.05	0.70	8.82	114,326
2020	4,194	36,755	536,986	70,000	0.06	0.53	7.67	95,782
2021	7,587	28,124	620,276	79,000	0.10	0.36	7.85	80,174

IQVIA HOLDINGS INC.     2023 Proxy Statement 54

Stockholder Engagement

Our Approach

Our Board and management are committed to regular engagement with our stockholders so we can solicit their views and input on matters related to performance, corporate governance, environmental and social impacts, human capital management, and executive compensation, among other topics. In 2022, we met with stockholders representing approximately 40% of our outstanding common stock. The typical outreach participants and methods are shown below.

2022 Targeted Engagement

Following our 2022 annual meeting of stockholders (the 2022 Annual Meeting), we requested governance-specific engagement meetings with stockholders representing approximately 56% of our outstanding common stock. Members of our Board, including N&G Committee Chair Colleen Goggins, and members of senior management participated in governance-specific engagement meetings with stockholders representing approximately 30% of our outstanding common stock.

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

IQVIA HOLDINGS INC.     2023 Proxy Statement 55

Summary of Board Responsiveness

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

What We Heard	What We Did
At the 2022 Annual Meeting, stockholders overwhelmingly supported the Company’s proposal to declassify the Board	• Immediately following the 2022 Annual Meeting, we amended our Amended and Restated Certificate of Incorporation to declassify the Board; our current director nominees are up for election to one-year terms
Stockholders support adoption of majority voting standard for directors in uncontested elections consistent with market practice	• We implemented a majority voting standard with a board-rejectable resignation requirement for directors that do not receive majority support in uncontested elections, a practice followed by approximately 99% of S&P 500 companies that have adopted a majority voting standard
Stockholders want a right to request a special meeting	• We are proposing an amendment to our Amended and Restated Certificate of Incorporation to provide stockholders representing at least 25% or more of the Company’s outstanding common stock the right to request a special meeting of stockholders
Stockholders asked us to identify opportunities to have greater gender diversity in the Board’s leadership positions	• We appointed Carol Burt as chair of the LDC Committee and Colleen Goggins as chair of the N&G Committee
There is significant interest in our ongoing ESG efforts and the Board’s oversight of ESG matters, and in aligning our ESG disclosures to one or more of the major ESG reporting frameworks	• Ms. Goggins regularly participates on calls with stockholders, representing the Board’s perspective on the Company’s ESG efforts and initiatives, among other matters • We added additional disclosures on our ESG efforts, including the N&G Committee’s role in providing oversight, and continued to align our ESG Report with the disclosure guidelines promulgated by GRI, SASB, and TCFD • We have submitted goals to STBi for approval
Stockholders requested more detailed disclosure on: • the Board’s involvement in, and the Company’s ongoing efforts to support, human capital management • skills, qualifications and diversity at an individual director level • targets set for NEOs in determining compensation decisions	• We added more disclosure on the Board’s involvement in our human capital management efforts and the various initiatives and programs that have been implemented to support our human capital management efforts • We provided a comprehensive matrix that indicates the key skills, qualifications and diversity for each director • We have disclosed the metrics, targets and achievements against those targets for each of the metrics that comprise our 2022 Cash Flow performance measure and Balance Sheet/Liquidity performance measure
Stockholders asked for additional disclosure on the responsibilities/activities of the Lead Independent Director	• We enhanced our disclosure on the role and responsibilities of our Lead Independent Director and have updated our Corporate Governance Guidelines to enhance and clarify the responsibilities of the Lead Independent Director to include those that had been occurring in practice
For our short-term incentive payouts, stockholders requested more disclosure on the rationale for payout decisions within permitted ranges for the non-Revenue/Profit performance measures	• Implemented for 2022 short-term incentive payouts, the payout earned under each non-Revenue/Profit performance measure was based on a linear interpolation within the target range, based on the score earned by each executive within a 20-point scale, plus or minus eight percentage points, with the LDC Committee providing the rationale for any deviations from a straight-line interpolated payout. To illustrate, if the total score under a given performance measure is 15, the straight-line interpolated payout would be 159%, and the payout earned could be between 151% and 167%, based on the specific considerations used by the LDC Committee when determining such payout
Stockholders asked for a cap on long-term performance award payouts if the Company’s absolute total stockholder return is negative	• The LDC Committee has adopted a policy, beginning with 2023 performance awards, to cap the payout at target for the portion of PSUs based on Relative TSR if our absolute TSR for the three-year performance period is negative. More details about the 2023 performance awards will be disclosed in our 2024 proxy statement

IQVIA HOLDINGS INC.     2023 Proxy Statement 56

What We Heard	What We Did
Stockholders requested a greater percentage of long-term incentive awards to be performance shares to better align the interests of our named executive officers with our stockholders	• The LDC Committee has changed the mix of equity awards granted to our named executive officers to increase the percentage of performance share awards as a percentage of the total long-term incentive awards granted from 50% in 2022 to 75% in 2023. Time-based restricted stock awards will no longer be a feature of our annual long-term incentive awards granted to our named executive officers
For the 3-Year TSR vs. Relative TSR performance metric of our PSUs, which accounts for 25% of the total performance award, stockholders have requested a more challenging Relative TSR target performance to receive a 100% payout for that portion of the PSUs	• The LDC Committee has approved an increase in the Relative TSR target performance from the median to the 55th percentile for the three-year TSR vs. Relative TSR performance metric of our PSUs to receive a target payout of 100% for that portion of the PSUs
Stockholders support a prohibition on hedging or pledging transactions in Company securities, without exception	• Starting in 2023, we have updated our Securities Trading Policy to implement a full prohibition on the ability to hedge transactions with respect to, or the pledging of, our securities, without exception

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Director Compensation

Non-Employee Director Compensation Program

The Board has the authority to set the terms of our non-employee director compensation program and may change those terms at any time.

The LDC Committee assessed non-employee director compensation in 2022 based on input from Steven Hall & Partners, the independent compensation consulting firm serving the LDC Committee through October 2022, and taking into account compensation paid to non-employee directors at companies in the same peer group we use for executive compensation purposes. For information on the peer group, see “Compensation Discussion and Analysis—Overview of Our Executive Compensation Program—Benchmarking” beginning on page 70 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 2022, the Board approved modest increases to the cash compensation for our non-employee directors, increasing the Audit Committee chair fee from $30,000 to $40,000, the LDC Committee chair fee from $25,000 to $27,500 and the N&G Committee chair fee from $20,000 to $25,000. In addition, the Board increased the Audit Committee member fee from $10,000 to $15,000 and the LDC and N&G Committee member fees from $5,000 to $10,000. These are the first such increases to non-employee director compensation since the Merger.

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

Non-Employee Director Compensation Structure for 2022

The non-employee director compensation program structure is as follows:

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

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.

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Non-Employee Director Compensation Payments for 2022

The following table shows information regarding the compensation earned by our non-employee directors during 2022. The compensation received by our Chief Executive Officer during 2022 is included in “Compensation of Named Executive Officers—2022 Summary Compensation Table.” Our Chief Executive Officer did not receive any additional compensation for his service on the Board.

2022 DIRECTOR COMPENSATION

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Carol J. Burt	122,446	199,955	322,401
John P. Connaughton(2)	—	—	—
John G. Danhakl(3)	115,000	199,955	314,955
James A. Fasano(2)	—	—	—
Colleen A. Goggins(3)	122,097	199,955	322,052
John M. Leonard, M.D.	162,500	199,955	362,455
Leslie Wims Morris(3)	107,500	199,955	307,455
Ronald A. Rittenmeyer(4)	104,274	199,955	304,229
Todd B. Sisitsky(2)	—	—	—
Sheila A. Stamps	112,500	199,955	312,455
(1) In accordance with our non-employee director compensation program, restricted stock units were granted to each of Mses. Burt, Goggins, Wims Morris and Stamps, Messrs. Danhakl and Rittenmeyer and Dr. Leonard with a grant date of May 11, 2022 (995 restricted stock units each). These restricted stock units were fully vested when granted. Amounts reflect the aggregate grant date fair value of the restricted stock units at May 11, 2022 ($200.96 per share) computed in accordance with Accounting Standards Codification Topic 718, or ASC 718, excluding the impact of estimated forfeitures. Assumptions used in the calculation of these amounts in 2022 are included in Notes 1 and 17 to our consolidated audited financial statements for the year ended December 31, 2022 included in Part II of our Annual Report on Form 10-K. (2) Messrs. Connaughton, Fasano, and Sisitsky do not participate in the non-employee director compensation program due to their relationships with current or former SHA Parties (as defined under the section titled “Certain Relationships and Related Person Transactions—Shareholders Agreement.”) (3) Mr. Danhakl, Ms. Goggins and Ms. Wims Morris deferred 100% of their annual cash Board retainers and committee fees under our Non-Employee Director Deferral Plan, described below, which amounts were converted into deferred stock units with a market value of the cash retainer that are payable in shares of Company common stock following a termination of the director’s Board service or the director’s death, or upon a change in control of the Company. As of December 31, 2022, Mr. Danhakl, Ms. Goggins, and Ms. Wims Morris have 1,005, 2,644 and 475 deferred stock units outstanding, respectively, under the Non-Employee Director Deferral Plan. (4) Mr. Rittenmeyer resigned from the Board due to personal health reasons effective as of October 2, 2022. The compensation for Mr. Rittenmeyer reflects the compensation paid through such date.

Director Share Ownership Guidelines

Pursuant to the Company’s share ownership guidelines each director who participates in the non-employee director compensation program is expected to hold a number of shares of our common stock with a market value equal to five (5) times the annual cash retainer for service as a director. While there is no set time period in which this ownership level must be met, directors who are subject to the guidelines are required to retain ownership of at least 50% of the shares they receive as a result of equity awards until the share ownership guidelines are met. The LDC Committee annually reviews these guidelines and oversees compliance. As of February 17, 2023, all directors subject to the share ownership guidelines have satisfied their share ownership requirement, other than our two directors appointed in January 2022.

Non-Employee Director Deferral Plan

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

IQVIA HOLDINGS INC.     2023 Proxy Statement 59

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

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

Our compensation strategy focuses on providing total compensation packages that are designed to attract and retain high-caliber executives by rewarding them for achievement of Company and individual performance goals that are closely aligned with stockholder interests. Our executive compensation program emphasizes pay for performance and long-term value creation for our stockholders. In 2021, we overhauled our short-term incentive compensation plan and implemented a formula (among other enhancements) to determine awards under the plan, which we believe provides greater transparency on the performance measures and metrics used to determine awards and limits LDC Committee discretion. The LDC Committee believes the Company’s executive compensation program and the compensation decisions for 2022, as described in this Proxy Statement, appropriately reward our named executive officers for Company and individual performance and that these practices assist the Company in retaining our senior leadership team.

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

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

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

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2023 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

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

IQVIA HOLDINGS INC.     2023 Proxy Statement 60

Compensation Discussion
and Analysis

   Table of contents

Executive Summary 62

2022 Named Executive Officers 62

2022 Business Performance Highlights 62

Enhancements to our Executive Compensation Program Based on Investor Feedback 64

Elements of Our Executive Compensation Program 65

Compensation and Governance Practices 66

Named Executive Officer Compensation at a Glance 67

Say-on-Pay 67

Compensation Philosophy 68

Compensation of Our Chief Executive Officer 68

Overview of Our Executive Compensation Program 70

Roles of the LDC Committee, Board and Management in Compensation Decisions 70

Use of Compensation Consultants 70

Benchmarking 70

Key Features to Align Executive Pay with Stockholder Interests 72

Elements of Compensation 73

Base Salary 73

Short-Term Incentive Awards 73

Long-Term Incentive Awards 76

2022 Compensation Determinations 79

2022 Base Salary 79

2022 Short-Term Incentive Awards 79

2022 Long-Term Incentive Awards 94

Retirement, Perquisites and Termination Benefits 97

Rigorous Accountability, Risk-Mitigation and Recovery Provisions 98

Share Ownership Guidelines 98

Clawback Policy 99

Risk Assessment 99

Tax Deductibility 99

IQVIA HOLDINGS INC.     2023 Proxy Statement 61

Executive Summary

2022 Named Executive Officers

This Compensation Discussion and Analysis section discusses our compensation program and compensation decisions related to the following individuals, who were our named executive officers in 2022:

Ari Bousbib Age: 61 Chairman and Chief
Executive Officer Ronald E. Bruehlman Age: 62 Executive Vice
President and Chief
Financial Officer Costa Panagos Age: 49 President, Research
& Development
Solutions Kevin C. Knightly Age: 62 President, Corporate
Strategy and Enterprise
Networks Eric M. Sherbet Age: 58 Executive Vice
President, General
Counsel and Secretary

2022 Business Performance Highlights

Source: Zacks Investment Research, Inc — 12/31/2022

(1)

This graph assumes that $100 was invested in IQVIA, the S&P 500 and the peer group as of the close of market on December 31, 2022, and assumes the reinvestment of dividends, if any. Peer group average is weighted for market capitalization. The S&P 500 and our peer group are included for comparative purposes only. They do not necessarily reflect management’s opinion that the S&P 500 and our peer group are an appropriate measure of the relative performance of the stock involved, and they are not intended to forecast or be indicative of possible future performance of our common stock.

(2)

Compensation Peer group consists of Bausch Health Companies Inc., Boston Scientific Corporation, Cognizant Technology Solutions Corporation, Fiserv Inc., Laboratory Corporation of America Holdings, Quest Diagnostics Inc., Regeneron Pharmaceuticals Inc., Salesforce Inc., S&P Global Inc., and Thomson Reuters Corporation. See “Overview of Our Executive Compensation Programing—Benchmarking—Review of Peer Companies” below for a description of the basis upon which this group is selected.

IQVIA HOLDINGS INC.     2023 Proxy Statement 62

2022 was a year of major milestones and accomplishments for our organization, including those described below.

Financial	• Revenue of $14.4 billion, up 7.8% compared to 2021 at constant currency(1) • Underlying Organic Revenue growth(2) up 13% compared to 2021 • Adjusted EBITDA(3) of $3.3 billion, up 10.7% compared to 2021 • Adjusted Diluted EPS(3) of $10.16, up 12.5% compared to 2021 • Free Cash Flow(3) of $1.6 billion, achieving 82% of Adjusted Net Income(3)
Strategic Growth	• Achieved or over delivered on all Vision 22 targets • Closed the year with a record $10.8 billion of contracted net new business in R&DS. This brought our backlog to a record $27.2 billion, up 9.6% compared to 2021. Our next twelve months revenue from backlog increased to $7.3 billion. The business also added more than 275 customers, a double digit increase from previous year • Achieved book-to-bill of 1.36x, better than 2021 and ahead of most of the reporting CRO peers • Continued to invest in rich clinical data assets, which now stand at over 1.2 billion comprehensive, longitudinal, non-identified unique patients records • Executed the Q2 Solutions lab strategy and significantly expanded the capabilities of the lab business through capital investment and highly strategic acquisitions • Launched OCE+, which embeds our leading AI into our Orchestrated Customer Engagement platform. Today, more than 375 clients have deployed our OCE technology. In addition, we now have more than 450 clients that have adopted our Orchestrated Clinical Trials technology. • Increased our presence in the digital marketing space with a key acquisition of a purpose-built technology solution for healthcare marketers to execute digital campaigns, accelerating our strategy in this growing segment
Capital Deployment	• Deployed total capital investment of $674 million, principally in new product development and technology infrastructure • Returned approximately $1,168 million to stockholders through the repurchase of 5.5 million shares at an average price of $213 per share • Invested $1,315 million in acquisitions in key strategic areas • Retired $510 million of expensive U.S. Term B Loan debt maturing in March 2024 to minimize exposure to rising interest rates in 2022 and 2023 • Ended 2022 with a Net Leverage Ratio(3) of 3.45x, favorable to the target set in our Vision 22 of 3.5x-4.0x
ESG	• Submitted goals to SBTi for approval, which will help us set a roadmap with clearly defined actions to reduce our carbon emissions every year • Reduced our total and per full-time employee Scope 1 and 2 (market-based) emissions by 13% and 22%, respectively, compared to the prior year, despite a 9% increase in headcount • Implemented a majority voting standard for directors in uncontested elections • Put forth a proposal to amend our Certificate of Incorporation to adopt a stockholders’ right to request a special meeting • Put forth and adopted a proposal to declassify the Board; current director nominees up for election to one-year terms • Racial, ethnic and gender diversity for 2022 new hires in the U.S. exceeded the levels for the overall U.S. workforce, as disclosed in our EEO-1 report, continuing a trend from 2021 • Enhanced gender diversity in leadership positions on the Board by appointing Carol Burt as chair of the LDC Committee and Colleen Goggins as chair of the N&G Committee
(1) Amounts expressed in constant currency terms in this Proxy Statement exclude the effect of changes in foreign currency exchange rates on the translation of foreign currency results into U.S. dollars. For additional information regarding foreign currency translation, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2022 Annual Report on Form 10-K. (2) Underlying Organic Revenue growth is defined as constant currency growth before the impact of acquisitions and divestitures and excluding revenues from COVID-19 related projects from both 2021 and 2022. (3) Adjusted EBITDA, Adjusted Diluted EPS and Free Cash Flow are not prepared in accordance with generally accepted accounting principles in the United States (GAAP). The definitions of Adjusted EBITDA, Adjusted Diluted EPS, Adjusted Net Income, Net Leverage Ratio and Free Cash Flow are the same, and reconciled to the nearest comparable GAAP financial measure in the exact same manner, as in the Company’s earnings releases. For additional information regarding “Adjusted EBITDA,” “Adjusted Diluted EPS,” “Adjusted Net Income,” “Net Leverage Ratio” and “Free Cash Flow,” including reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measure, see “Appendix A.”

IQVIA HOLDINGS INC.     2023 Proxy Statement 63

Enhancements to our Executive Compensation Program Based on Investor Feedback

In 2020, following extensive stockholder engagement, the LDC Committee revamped our short-term incentive program. The key features of the program, which are consistent with feedback received from stockholders, are highlighted below.

Summary of Board Responsiveness in 2022

In 2022, following governance-specific engagement meetings with stockholders representing approximately 30% of our outstanding common stock, we implemented numerous enhancements to our executive compensation program and related disclosures based on what we heard. The following table summarizes the key themes we heard on compensation matters and how we responded to that input.

What We Heard	What We Did
Annual Plan . Stockholders requested more detailed disclosure on targets set for NEOs in determining compensation decisions	● Disclosed Financial Targets . We have disclosed the metrics, targets and achievements against those targets for each of the metrics that comprise our Cash Flow performance measure and Balance Sheet/Liquidity performance measure
Annual Plan . For our short-term incentive payouts, stockholders requested more disclosure on the rationale for payout decisions within permitted ranges for the non-Revenue/Profit performance measures	● Limited Discretion and Increased Transparency . Implemented for 2022 short-term incentive payouts, the payout earned under each non-Revenue/Profit performance measure was based on a linear interpolation within the target range, based on the score earned by each executive within a 20-point scale, plus or minus eight percentage points, with the LDC Committee providing the rationale for any deviations from a straight-line interpolated payout. To illustrate, if the total score under a given performance measure is 15, the straight-line interpolated payout would be 159%, and the payout earned could be between 151% and 167%, based on the specific considerations used by the LDC Committee when determining such payout
LTI . Stockholders asked for a cap on long-term performance award payouts if the Company’s absolute total stockholder return is negative	● Implemented Negative TSR Cap . The LDC Committee has adopted a policy, beginning with the 2023 PSUs, to cap the payout at target for the portion of PSUs based on Relative TSR if our absolute TSR for the three-year performance period is negative
LTI . Stockholders requested a greater percentage of long-term incentive awards to be performance shares to better align the interests of our named executive officers with our stockholders	● Increased Mix of Performance Awards . The LDC Committee changed the mix of equity awards granted to our NEOs to increase the percentage of PSUs as a percentage of the total long-term incentive awards granted from 50% in 2022 to 75% in 2023. RSUs will no longer be a feature of our annual long-term incentive awards granted to NEOs
LTI . For the 3-Year TSR vs. Relative TSR performance metric of our PSUs, which accounts for 25% of the total performance award, stockholders have requested a more challenging Relative TSR achievement requirement to receive a 100% payout for that portion of the PSUs	● Increased Relative TSR Target Performance . The LDC Committee has approved an increase in the Relative TSR target performance from the median to the 55th percentile for the three-year TSR vs. Relative TSR performance metric of our PSUs to receive a target payout of 100% for that portion of the PSUs

IQVIA HOLDINGS INC.     2023 Proxy Statement 64

Elements of Our Executive Compensation Program

The primary elements of our 2022 executive compensation program are described below.

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 goals and strategic milestones that are critical to our strategic priorities Limit: 0%-200% of target	• Revenue/Profit • Cash Flow • Balance Sheet/Liquidity • Operational/Strategic • Leadership/ESG
Long-Term Incentive Awards	Performance Shares 50%	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
	Restricted Stock Units 25%	Variable long-term equity-based compensation to encourage long-term value creation and provide increased retentive value Awards vest ratably over three years	• Stock price

IQVIA HOLDINGS INC.     2023 Proxy Statement 65

Compensation and Governance Practices

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

WHAT WE DO
✔	Align significant percentage of executive pay with performance	✔	Use an objective, formulaic approach to determining short-term incentive awards
✔	Set challenging yet achievable performance objectives for our named executive officers	✔	Conduct annual performance evaluations of the named executive officers at the LDC Committee level
✔	Appropriately balance short- and long-term incentives	✔	Limit LDC Committee discretion to adjust short-term incentive awards to no more than 1/6th of the final award
✔	Offer transparent disclosure of achievements for all performance measures and metrics used to determine short-term incentive awards	✔	Cap the payout at target for the portion of performance share awards based on Relative TSR if our absolute TSR for the three-year performance period is negative
✔	Align executive compensation with progress on ESG matters by including specific ESG-related objectives in our short-term incentive award program	✔	Regularly engage with our stockholders on our compensation program and implement enhancements based on feedback received
✔	Use multi-year vesting requirements for long-term awards	✔	Utilize expertise of an external independent compensation consultant
✔	Include non-solicitation and non-competition provisions in award agreements	✔	Disclose targets for long-term incentive awards upon vesting
✔	Align executive compensation with stockholder returns by providing the majority of total compensation in the form of performance-based long-term incentive awards	✔	Impose a robust clawback policy for our cash and equity incentive compensation in the event of financial restatements or in the event of a breach of restrictive covenants
✔	Implement meaningful share ownership guidelines	✔	Conduct an annual compensation risk review and assessment

WHAT WE DON’T DO
✘	Contracts with multi-year guaranteed salary increases or non-performance bonus arrangements	✘	Repricing of underwater stock options or Stock Appreciation Rights (SARs) without stockholder approval
✘	Excise tax gross-ups	✘	Payment of unearned dividends prior to vesting
✘	Single-trigger equity vesting	✘	Hedging or pledging of Company shares

IQVIA HOLDINGS INC.     2023 Proxy Statement 66

Named Executive Officer Compensation at a Glance

The following illustrations depict the amount and mix of compensation delivered to our Chief Executive Officer and other named executive officers in 2022 ($ in thousands).

The following charts reflect the mix of pay for our Chief Executive Officer (73.8% performance-linked) and the average for our other named executive officers (65.0% performance-linked).

Chief Executive Officer	Average of other Named Executive Officers

Say-on-Pay

The Board and the LDC Committee are committed to providing transparency about our compensation practices, and strive to ensure our executive compensation program aligns with the interests of our stockholders and reflects our pay-for-performance philosophy. The Board measures this alignment in part through an annual advisory say-on-pay vote. In 2022, 76% of the Company’s stockholders approved our executive compensation, which represented a 30-point increase from the Company’s prior say-on-pay vote, in 2020.

See pages 55-57 for more information regarding stockholder engagement program and pages 70-78 for more information regarding our executive compensation program.

IQVIA HOLDINGS INC.     2023 Proxy Statement 67

Compensation Philosophy

Our compensation philosophy continues to focus on creating an alignment between executive compensation and business performance by rewarding our executive officers for achieving financial, strategic, operational, leadership and ESG 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 and well-qualified executives to serve in leadership positions and to lead our organization over the long term

•

Motivate our executives by providing compensation that is directly linked to both our short- and long-term performance

•

Align the interests of our executive officers with those of our stockholders by delivering a substantial portion of total compensation through performance- and time-based equity awards and imposing meaningful share ownership guidelines

•

Ensure that risk is managed appropriately to safeguard the interest of our stockholders, as well as our employees

Our executive compensation program incorporates specific features to help achieve 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 incentive awards granted to our named executive officers to vary based on the relative contribution of each named executive officer to IQVIA’s success.

Compensation of Our Chief Executive Officer

The Board and the LDC Committee believe that our Chief Executive Officer’s performance has been exceptional and that he has been critical to the success of our Company. Customers, patients, employees and stockholders have derived significant long-term benefits during his tenure. At the time of the Merger, our Chief Executive Officer was instrumental in defining our strategy and has superbly executed the transformation of our business into the leading global provider of advanced analytics, technology solutions and contract research services in the life sciences industry.

By the end of 2018, we had fully integrated these capabilities and began to realize the full value of the Merger. In 2019, our Chief Executive Officer laid out an ambitious vision for the next phase of our growth, which we called Vision 22, a strategy to fully leverage our newly combined assets to accelerate our growth beyond our post-Merger achievements. Since the launch, we have invested heavily in the use of technology, information, and analytics to expand our portfolio of offerings and further improve performance for ourselves and our customers.

By any measure, we achieved or over-delivered against all of our Vision 22 commitments.

Metric	Vision 22 Goal 2019-2022	Actual Achievement 2019-2022
Total Company Revenue (CAGR)	7 – 10%	9.1% AFx / 10.2% CFx
Adj. EBITDA(1) (CAGR)	8 – 11%	11.7%
Adj. Diluted EPS(1) (CAGR)	Continued double-digit growth	16.7%
Cap Ex/Deferred Software	~5% of revenue	4.7%
Capital Deployment	$1.0 – $1.5B per year in M&A and share repurchases	$1.9B per year
Net Leverage Ratio(1)	3.5 – 4.0x exiting 2022	3.45x
Adjusted Book Tax Rate(1)	Low twenties	20.5%
Dollars are at actual foreign exchange rates. (1) See reconciliation of non-GAAP items in the Appendix.

The Board and the LDC Committee believe that our Chief Executive Officer has been instrumental to the Company achieving these results, which have led to the generation of significant stockholder value over the last number of years. As Vision 22 comes to a successful conclusion, the next inflection point in our growth trajectory is what we call 20by25,

IQVIA HOLDINGS INC.     2023 Proxy Statement 68

which represents the Company’s goal to realize at least $20 billion in revenue by fiscal 2025. This target reflects an acceleration of our innovation-led annual growth rate to at least double digits, which, given the scale of our revenues, represents a formidable challenge. Nevertheless, the Board and the LDC Committee believe that under our Chief Executive’s exemplary leadership, this similarly ambitious goal will also be attainable. We are excited about where IQVIA is today and look forward to where it will go in the future.

Because of his talents, the Board and the LDC Committee believe strongly that many larger companies would have a keen interest in recruiting our Chief Executive Officer to their executive ranks. In particular, under his leadership in 2022, the Company:

•

Achieved or exceeded all Vision 22 commitments

•

Exceeded target across key performance measures, including Revenue, Adjusted EBITDA and Adjusted Diluted EPS

•

Ended 2022 with a Net Leverage Ratio of 3.45x, favorable to our 2022 target of <4.0x, and exceeding our Vision 22 commitment of exiting 2022 with a leverage between 3.5x-4.0x

•

Closed the year with a record $10.8 billion of contracted net new business in the R&DS business, increasing our backlog to a record $27.2 billion

•

Executed the Q² Solutions lab strategy and significantly expanded the capabilities of the lab business through capital investment and highly strategic acquisitions

•

Expanded our Orchestrated Clinical Technology (OCT) footprint from 350 customers in 2021 to more than 450 in 2022

•

Established IQVIA Digital as a dedicated IQVIA business unit to accelerate our growth in the fast moving digital advertising space, resulting in year-over-year growth of over 70%

Our Chief Executive Officer has also taken a leading role in implementing an ambitious ESG agenda for the company. Key ESG-related achievements reached in the last year included the following:

•

Submitted Scope 1, 2 and 3 emissions reduction goals to STBi in 2022 for expected approval in 2023

•

Significantly decreased our total and per full-time employee Scope 1 and 2 (market-based) emissions by 13% and 22%, respectively, despite a 9% increase in headcount

•

Racial, ethnic and gender diversity for 2022 new hires in the U.S. exceeded the levels for the overall U.S. workforce, as disclosed in our EEO-1 report, continuing a trend from 2021

•

Enhanced the gender diversity in leadership positions on the Board through the appointment of Carol Burt as chair of the LDC Committee and Colleen Goggins as chair of the N&G Committee

•

Expanded our ERG program with the addition of a new group, Disabilities and Careers Network, and saw total participation in our ERG program increase by 40% over the prior year

•

Implemented a majority voting standard for directors in uncontested election

•

Put forth a proposal to amend our Certificate of Incorporation to adopt a stockholders’ right to request a special meeting

•

Put forth and adopted a proposal to declassify the Board; current director nominees up for election to one-year terms

Finally, under our Chief Executive Officer’s leadership, the Company has been recognized by multiple organizations, including International Data Corporation’s MarketScape^TM, the Brandon Hall Group in the form of four Human Capital Management Excellence Awards, Health Tech Digital Awards, and, notably, for the sixth time in a row, IQVIA was recognized in FORTUNE’s list of World’s Most Admired Companies. In addition, for the second year in a row, IQVIA earned the number one position within our industry group in FORTUNE’s Healthcare: Pharmacy and Other Services category of its World’s Most Admired Companies list, earning top rankings in seven out of nine categories, including innovation, people management, use of corporate assets, social responsibility, quality of products and services, global competitiveness and long-term investment value.

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 2022 highlights, see “—Executive Summary—2022 Business Performance Highlights” above.

See “—2022 Compensation Determinations—2022 Long-Term Incentive Awards” on page 94 for factors considered by the Board and the LDC Committee in determining long-term incentive awards granted to our Chief Executive Officer.

IQVIA HOLDINGS INC.     2023 Proxy Statement 69

Overview of Our Executive Compensation Program

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 Consultants

The LDC Committee utilized independent external compensation consultants throughout 2022 (the “external compensation consultants”) to provide objective analysis, advice and information, including competitive market data and recommendations related to the compensation of our named executive officers. In November 2022, we retained Meridian Compensation Partners, LLC as our new external compensation consultants. While the external compensation consultants may make recommendations on the form and amount of compensation, the LDC Committee (or the Board in the case of the Chief Executive Officer) makes all decisions regarding the compensation of our named executive officers.

The external compensation consultants are engaged by and report directly to the LDC Committee. The LDC Committee is solely responsible for approving payments to the external compensation consultants and for setting the terms, scope and duration of the external compensation consultants’ engagement. The external compensation consultants do 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 consultants are independent and that the work the external compensation consultants performed during 2022 did not raise any conflicts of interest.

Benchmarking

The LDC Committee works with our external compensation consultants 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.

Review of peer companies

The LDC Committee targets total compensation opportunities for our named executive officers, other than our Chief Executive Officer, at or near the median of our peer group and/or market survey group. When reviewing the compensation opportunities for our Chief Executive Officer, the LDC Committee also considers the compensation of chief executive officers at public companies outside our peer group, including significantly larger companies within the pharmaceutical industry and across industries with annual median revenues in excess of $30 billion, because the LDC Committee believes these companies are realistic competitors for our Chief Executive Officer’s services and align with the complexity necessary for leading the successful execution of our 20by25 strategy and subsequent growth in organizational scale. For a further description of the LDC Committee’s approach to our Chief Executive Officer’s compensation, see “—Compensation of Our Chief Executive Officer” above. The LDC Committee considers comparisons to compensation levels at other companies to be helpful in assessing the overall competitiveness of our compensation practices, but places a greater emphasis on aligning overall compensation opportunities rather than individual compensation elements.

Our peer group includes a mix of both industry and non-industry peers. These are companies with which we compete for executive talent, or that are broadly similar to us based on certain characteristics. In particular, we consider financial size and performance as measured by revenue, capitalization, returns, growth and/or profitability; industry focus; scope of operations; employee base and market presence outside the United States; and organizational complexity. The current peer companies, when selected, had annual revenues ranging from 0.5 times to 2.5 times our revenues. The LDC Committee worked with the external compensation consultants in early 2022 to review our peer group and confirm it remains appropriate. Based on discussions with, and recommendations from, our external compensation consultants, Nielsen Holdings plc was removed from the peer group due to the sale of a business segment which significantly reduced the size of the company, along with their announcement in March 2022 to enter into an agreement to be acquired by a group of private equity investors. The comparator companies are as follows:

IQVIA HOLDINGS INC.     2023 Proxy Statement 70

Industry	Company Name
Biotechnology	Regeneron Pharmaceuticals, Inc.
Capital Markets	S&P Global, Inc.
Healthcare Providers and Services	Boston Scientific Corporation Laboratory Corp of America Holdings Quest Diagnostics, Inc.
IT Services	Cognizant Technology Solutions Corp. Fiserv, Inc.
Pharmaceuticals	Bausch Health Companies Inc.
Professional Services	Thomson Reuters Corp.
Software	Salesforce, Inc.

Review of market survey data

The LDC Committee also considered market survey data when determining the elements and amount of total direct compensation for our named executive officers, other than our Chief Executive Officer, whose base salary and annual incentive target were established pursuant to his employment agreement.

The market survey data reviewed consisted of surveys of executive compensation data from public and private companies across all sectors with similar qualifications to those we use to determine peer companies. The external compensation consultants prepared analyses of this survey data at the direction of the LDC Committee for its review and consideration. For positions where peer group and market survey data were available, the peer group and market survey data were averaged to provide a market composite perspective of compensation levels for such positions. We also reviewed peer group data to assess competitive executive incentive compensation programs and practices.

Non-binding Company grant guidelines

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

IQVIA HOLDINGS INC.     2023 Proxy Statement 71

Key Features to Align Executive Pay with Stockholder Interests

As illustrated below, we tie our executive compensation program to our long-term business strategy by keeping our executives focused on, and rewarding them for, the achievement of short- and long-term goals that are integral to our strategy.

Compensation Component	Link to Strategy	Strategy and Performance Alignment
Annual Incentives	• A significant portion of our named executive officers’ individual performance is tied to one or more of our strategic goals • Compensation is linked to corporate performance through our use of specified Revenue, Adjusted EBITDA and Adjusted Diluted EPS goals and liquidity and cash flow metrics to determine annual cash incentive awards • Compensation is linked to ESG performance through our inclusion and evaluation of ESG-related objectives when determining annual cash incentive awards	Aligns named executive officers with stockholders’ interests by: • Rewarding individual achievement of strategic goals that are made more challenging each year and are designed to position the Company as an industry leader • Incentivizing behavior consistent with strong annual Revenue/Profit, Cash Flow and Balance Sheet/Liquidity performance • Reinforcing the importance of long-term sustainability
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 value of our named executive officers’ long-term equity grants	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

See the “—Executive Summary—Enhancements to our Executive Compensation Program Based on Investor Feedback” section on page 64 for further details on the numerous enhancements we have made to our executive compensation program and related disclosures based on our engagement with investors.

IQVIA HOLDINGS INC.     2023 Proxy Statement 72

Elements of Compensation

The following is a discussion of the primary elements of compensation for each of our named executive officers.

Base Salary

The purpose of base salary is to:

•

provide financial predictability and stability through fixed compensation that is less than a majority of total direct compensation at target for the named executive officers

•

provide fixed compensation at market-competitive rates that will attract new executives and retain our existing executives

•

provide fixed compensation that reflects the scope, scale and complexity of the executive role

Annual base salaries for our named executive officers may be adjusted by the LDC Committee based upon the recommendations of our Chief Executive Officer (except with respect to his own salary) as well as market benchmarking data and analysis. The Chief Executive Officer’s recommendations with respect to any particular named executive officer generally are based upon the executive’s individual performance review for the prior year, the executive’s leadership and contributions to Company performance, market conditions, peer group and/or market survey data, and our overall budgetary guidelines.

The LDC Committee takes all of these factors into account when making its decisions but does not assign a specific or pre-determined weight to any one factor. In addition to the annual salary 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

Overview

The objective for our short-term incentive award program (the “Annual Plan”) is to incentivize and reward achievement of our annual financial and strategic goals and to establish appropriate corporate performance objectives to ensure our named executive officers are accountable for and motivated to deliver a high degree of financial and operational performance without excessive risk-taking.

Annual Plan awards are conditioned on the achievement of corporate and individualized performance measures. Given the broad range of strategic actions necessary to execute the ongoing transformation of our business, the individual performance measures provide a necessary balance to the corporate performance measures and reward our named executive officers for accomplishments beyond strong financial results. The individual performance measures also help mitigate any risk that financial targets will be pursued at the cost of long-term sustainability.

At the beginning of each fiscal year, the LDC Committee establishes the metrics and corresponding targets for the performance measures for each named executive officer based on the Company’s targeted financial performance and objectives for the year. The targets are intended to be realistic, but rigorous. Performance measures consist of a series of key financial, strategic, operational, leadership and ESG metrics that relate to the duties of the named executive officer in support of the business objectives for the year.

For each named executive officer, awards under the Annual Plan are calculated as follows:

IQVIA HOLDINGS INC.     2023 Proxy Statement 73

Base salary

Short-term incentive compensation for named executive officers is determined using their base salary as the initial building block in the award calculation.

Target incentive

The LDC Committee determines a target annual short-term incentive for each named executive officer, ranging between 0% and 200% of base salary. Target incentive amounts are reviewed annually to determine whether adjustments are appropriate.

Formula-based payout factor

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

Individual performance adjustment

Adjustments, if any, are made at the discretion 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.

Performance measures

The five performance measures that determine the Formula-Based Payout Factor for the 2022 Annual Plan are described below.

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

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Weightings

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

For 2022, the weightings are set forth below under the section entitled “—2022 Compensation Determinations—2022 Short-Term Incentive Awards—Weightings.”

Metrics for the Revenue/Profit performance measure

The Revenue/Profit performance measure incorporates the three corporate metrics described below. These metrics align with the Company’s public financial guidance pronouncements, reflecting a direct link between executive compensation and the key performance measures we provide in earnings reports.

Metric	Description and Reason Selected
Revenue	• “Revenue” is defined as the Company’s revenue from our Consolidated Statements of Income • The LDC Committee believes Revenue is a key driver of stockholder value and earnings growth over time
Adjusted EBITDA	• “Adjusted EBITDA” is defined as the Company’s income or loss from our Consolidated Statements of Income before interest income and expense, income taxes, depreciation and amortization, and further adjusted to eliminate restructuring and related expenses, income from non-controlling interests, stock-based compensation, acquisition related expenses, deferred revenue purchase accounting adjustments, loss on extinguishment of debt, earnings in unconsolidated affiliates, and other 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 EBITDA included in the Company’s earnings releases • The LDC Committee believes Adjusted EBITDA is an important measure of financial performance and the ability to service debt and reflects our near- and long-term goal of increasing profitability
Adjusted Diluted Earnings Per Share	• “Adjusted Diluted Earnings Per Share” or “Adjusted Diluted EPS” means our diluted earnings per share, as reported, excluding 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 Adjusted Diluted EPS is an important measure of Company performance and a fundamental metric for the investment community

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 for each metric is determined as follows, and then multiplied by the metric’s weight:

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

When a result falls between these reference points, we use linear interpolation to determine the resulting payout. Achievement below threshold will result in a sharp decline in payout, if any.

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Metrics for the other performance measures

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

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

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.

Total Score	Low	High
17-20	176%	200%
13-16	126%	175%

9-12	76%	125%
1-8	0%	75%

New for 2022. In response to investor feedback for greater insight into short-term incentive award determinations, the payout under each performance measure was 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 was 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 2022 performance measures, are summarized below under “—2022 Compensation Determinations—2022 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.

New for 2022. In response to investor feedback, and in the interests of providing greater transparency, we have disclosed the metrics, targets and achievements against those targets for each of the metrics that comprise our 2022 Cash Flow performance measure and Balance Sheet/Liquidity performance measure.

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, at the LDC Committee’s discretion. However, upward adjustments are limited to no more than 1/6th of the executive’s final award, and they may never cause a named executive officer’s Formula-Based Payout Factor to exceed 200%.

The LDC Committee’s determinations for 2022 with respect to the Annual Plan are discussed below under the section entitled “—2022 Compensation Determinations—2022 Short-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.

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In 2022, 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 time-based restricted stock units, stock appreciation rights (SARs), and performance shares, allocated as shown below.

	Percentage of LTI Total
LTI Award Component		2022
Performance Shares		50%
Stock Appreciation Rights		25%
Restricted Stock Units		25%

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

Rationale for selected forms of equity

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 2022 will be earned based on our financial results over the three-year period from January 1, 2022 through December 31, 2024, subject to the executive’s continued service with the Company through the end of the performance period.

Stock appreciation rights

The LDC Committee believes that SARs strengthen the alignment of compensation with the creation of value for our stockholders. The SARs granted to our named executive officers in 2022 will vest as to one-third of the underlying shares on each of the first three anniversaries of the grant date, generally subject to the named executive officer’s continued service with the Company through the applicable vesting dates.

Restricted stock units

The LDC Committee believes that adding a modest percentage of restricted stock units to the long-term incentive award mix appropriately bolsters retention while retaining a significant portion of the overall award value as performance-based compensation. The restricted stock units granted to our named executive officers in 2022 will vest as to one-third of the underlying shares on each of the first three anniversaries of the grant date, generally subject to the named executive officer’s continued service with the Company through the applicable vesting dates.

Metrics for performance shares

Performance shares will vest, if at all, based on the Company’s results for the two performance metrics described below. The number of performance shares a named executive officer may earn ranges from 0% of the executive’s target award (if the threshold levels of performance are not achieved) to 200% of the target award (if the maximum levels are achieved or exceeded). Each earned and vested performance share will be settled for one share of our common stock.

New for 2023. In response to investor feedback, and after a review of market practice, the LDC Committee has adopted a policy, beginning with 2023 performance awards, to cap the payout at target for the portion of performance share awards based on Relative TSR if our absolute TSR for the three-year performance period is negative. More details about the 2023 performance awards will be disclosed in our 2024 proxy statement.

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

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

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 and other market survey data

•

The retentive value of each executive’s unvested long-term incentive awards

•

Individual performance evaluations

•

The performance objectives for each named executive officer

•

An assessment of the executive’s position, role and responsibilities within the Company

•

The overall competitiveness of each executive’s total direct compensation opportunity

•

Internal equity considerations

•

The impact of the grants on long-term incentive plan usage and share dilution

The LDC Committee’s determinations with respect to long-term incentive award grants to our named executive officers during 2022 are discussed below, under the section entitled “—2022 Compensation Determinations—2022 Long-Term Incentive Awards.”

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2022 Compensation Determinations

Below we discuss the LDC Committee’s key compensation decisions in setting 2022 base salary and short- and long-term incentives. The LDC Committee’s process for determining executive compensation, and the specific terms of each compensation component, are described above, under “—Overview of Our Executive Compensation Program” and “—Elements of Compensation.”

2022 Base Salary

The following table sets forth the annual base salaries for each named executive officer. The LDC Committee reviews the base salary of each named executive officer annually and determines whether to make an adjustment. With the exception of our Chief Executive Officer, each of our named executive officers received an increase to their base salaries in 2022.

Named Executive Officer	2022 Base Salary
Ari Bousbib	$	1,800,000
Ronald E. Bruehlman	$	905,000
Costa Panagos	$	620,000
Kevin C. Knightly	$	578,000
Eric M. Sherbet	$	583,400

2022 Short-Term Incentive Awards

Target incentive

Each of our named executive officers was eligible for an annual short-term incentive award in 2022 ranging from 0% to 200% of their target incentive. The target short-term incentive opportunity (expressed as a percentage of base salary) for each named executive officer has not changed since 2018 or, in the case of Messrs. Bruehlman and Panagos, when each became a named executive officer in 2020 and 2022, respectively. The target short-term incentive opportunity for each of our named executive officers for 2022 under the Annual Plan was as follows:

Named Executive Officer	Target Annual Incentive as a Percentage of Annual Base Salary
Ari Bousbib	200%
Ronald E. Bruehlman	100%
Costa Panagos	85%
Kevin C. Knightly	85%
Eric M. Sherbet	75%

Weightings

For 2022, the LDC Committee assigned weightings for the performance measures for each named executive officer in the percentages shown below.

Performance Measure	Ari Bousbib, Chief Executive Officer	Ronald Bruehlman, Chief Financial Officer	Eric Sherbet, General Counsel	Costa Panagos and Kevin Knightly, Business Unit Presidents
Revenue/Profit	50%	50%	50%	60%
Cash Flow	10%	15%	5%	10%
Balance Sheet/Liquidity	10%	15%	10%	0%
Operational/Strategic	15%	10%	15%	20%
Leadership/ESG	15%	10%	20%	10%

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Performance measures

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

Performance measures	Metrics used to assess performance
Revenue/Profit	• Revenue • Adjusted EBITDA • Adjusted diluted EPS
Cash Flow	• Free Cash Flow • Net Days Sales Outstanding
Balance Sheet/Liquidity	• Net leverage ratio • Capital Intensity
Operational/Strategic	Varies by individual
Leadership/ESG	Varies by individual

Revenue/Profit performance measure

The Revenue/Profit performance measure is based on achievement of certain Revenue, Adjusted EBITDA, and Adjusted Diluted EPS results, as further described above in the section entitled “—Overview of Our Executive Compensation Program” and “—Elements of Compensation—Short-Term Incentive Awards”. The targets established under the Annual Plan at the beginning of 2022 occurred prior to the significant increase in market volatility resulting from several macro-environmental factors outside of the Company’s control, including the strengthening of the U.S. dollar, the sustained increase in interest rates by regulators in various jurisdictions, the conflict in Ukraine, and reintroduction of widespread COVID-19 lockdowns in China, among other unexpected events. The LDC Committee chose not to make any adjustments to the pre-established targets despite these unforeseen headwinds.

$14,825M	$3,303M	$10.02
Revenue	Adjusted EBITDA	Adjusted Diluted EPS

The following table sets forth the weighted payouts for each metric and the aggregate payout for the Revenue/Profit performance measure approved by the LDC Committee.

Metric	Threshold (75% payout)	Target (100% payout)	Maximum (200% payout)	2022 Actual Achievement	Unweighted Payout	Weight	Weighted Payout
Revenue(1)	$12,601	$14,825	$17,049	$14,410	95.3%	25.0%	23.8%
Adjusted EBITDA(1)	$2,808	$3,303	$3,798	$3,346	108.7%	30.0%	32.6%
Adjusted Diluted EPS	$8.52	$10.02	$11.52	$10.16	109.3%	45.0%	49.2%
Final Payout							105.6%
(1) $ in millions

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Cash Flow performance measure

For 2022, the Cash Flow performance measure includes two metrics, each weighted equally: Free Cash Flow and Net Days Sales Outstanding. These metrics were chosen by the LDC Committee at the beginning of 2022, as described more fully below.

Metric	Definition	Why Included
Free Cash Flow	Operating cash flow minus capital expenditures	Free Cash Flow measures our ability to generate cash for reinvestment in the business to fund growth initiatives and acquisitions, to return to stockholders via share repurchases, and for debt repayment, among other uses
Net Days Sales Outstanding	A quarterly measurement of the average number of days to collect payment from customers from the time revenue is recognized. The reported Net Days Sales Outstanding metric takes into consideration accounts receivable, unbilled amounts and unearned income	Net Days Sales Outstanding is a key driver of Free Cash Flow and reflects effective accounts receivable/working capital management

The following table shows highlighted achievements for the metrics that make up the Cash Flow performance measure.

Metric	Performance Summary
Free Cash Flow	• $1.6 billion Free Cash Flow achieved, which is 82% of our Adjusted Net Income, within the target of 80% to 90% • Capital expenditure spend was favorable to target by approximately 3% • Managed Restructuring- and Acquisition-related spend more tightly, resulting in lower cash flow in these areas compared to 2021
Net Days Sales Outstanding	• Average quarterly Net Days Sales Outstanding was 22 days in 2022 versus the target of 28 days • Delivered average Unearned DSO of 63 days, which was more favorable than 2021, despite headwinds from the significant decline between 2021 and 2022 in advanced payments related to mega-COVID-19 trials

The LDC Committee’s view was that maintaining Free Cash Flow levels as a percent of Adjusted Net Income within the target and significantly exceeding the Company’s target for Net Days Sales Outstanding in 2022, despite headwinds from the significant decline between 2021 and 2022 in advanced payments related to mega-COVID-19 trials, represents strong achievement, particularly in light of the macro-economic climate described above. Based on these achievements, the LDC Committee assessed a normalized total score of 16 out of 20 points for the performance measure, which would result in a 175% payout based on a straight-line interpolation. Given Free Cash Flow was at the lower end of the target, the LDC Committee chose to use negative discretion to assign a final payout of 170%.

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Balance Sheet/Liquidity performance measure

For 2022, the Balance Sheet/Liquidity performance measure included two metrics, each weighted equally: Net Leverage Ratio and Capital Intensity. The LDC Committee chose these metrics based on the priorities of the management team at the beginning of 2022.

Metric	Definition	Why Included
Net Leverage Ratio	The ratio of net indebtedness as of December 31, 2022, to Adjusted EBITDA for the year ended December 31, 2022	This measure shows how well we can cover our debts and is an important indicator of financial health and balance sheet strength
Capital Intensity	Total capital expenditures as a percent of Revenue for the year ended December 31, 2022	This measure helps define capital affordability in aligning our revenues to the amount of money we are spending on internal investments that will generate mid- to long-term returns for stockholders

The following table shows highlighted achievements for the metrics that make up the Balance Sheet/Liquidity performance measure.

Metric	Performance Summary
Net Leverage Ratio	• Ended 2022 with a Net Leverage Ratio of 3.45x • Favorable to the 2022 leverage target of less than 4.00x, and the Vision 22 target leverage of 3.50x to 4.00x exiting 2022 • Reduced Net Leverage Ratio from 2021 while increasing investment: $1.3 billion spent on mergers and acquisitions; $1.2 billion on share repurchases; $0.5 billion in retirement of debt; $0.7 billion in capital expenditures
Capital Intensity	• Achieved Capital Intensity of 4.7%, which was favorable to our 2022 target of 4.9% • Revised the capital investment review process and associated delegation of authority to further enhance the level of oversight and return on investment assurance • Conducted a full review of our software development portfolio to re-prioritize capital allocation in order to maximize returns and terminate underperforming and non-critical development programs

The LDC Committee’s view was that management was very effective in managing the Company’s balance sheet by overachieving against the targets despite the significant macro-economic factors described above, including the strengthening of the U.S. dollar and the sustained increase in interest rates. Based on these achievements, the LDC Committee assessed a normalized total score of 18 out of 20 points for the performance measure, which would result in a 184% payout based on a straight-line interpolation. Given the Company’s significant achievement to exceed the targets in light of these unforeseen headwinds, the LDC Committee decided to assign a final payout of 192%.

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Individual performance measures

The LDC Committee set individualized metrics for each named executive officer for the Strategic/Operational and Leadership/ESG 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 2022 accomplishments for each.

Ari Bousbib Chairman and Chief Executive Officer
Operational/Strategic Performance Measure Metrics	Key Achievements
Achieve Vision 22 operational and strategic objectives	• Significantly exceeded final year cost reduction target of Vision 22, bringing the cumulative three-year savings to 35% above the Vision 22 plan
Accelerate R&DS growth	• Clinical research contracted backlog grew to an all-time record of $27.2 billion • Achieved book-to-bill of 1.36x, significantly exceeding target and significantly exceeding book-to-bill ratios for peers that publicly-disclose such data • Added more than 275 net new clinical research customers in 2022, a double-digit increase over previous year • Executed the Q2 Solutions lab strategy and significantly expanded the capabilities of the lab business through capital investment and highly strategic acquisitions, exceeding target • In furtherance of our strategy to partner with the public sector and leading NGOs, we were selected by a leading organization to advance clinical research into the development of an infectious disease vaccine
Advance innovation in Real World Solutions and Advanced Analytics	• Continued investment in our real world data capabilities, with more than 1.2 billion comprehensive, longitudinal, non-identified unique patient records • Increased number of active data sources (e.g., genomics hospital data), both proprietary and through collaborations, by 30% across more than 50 countries • Significant expansion in applicable uses of our industry-leading electronic clinical outcome assessment (eCOA) platform, as well as increases in geographic coverage by 12%, languages utilized by 40% and number of devices supported by 25% • Enhanced the use of real world data for European and U.S. regulators through our partnerships with the European Medicines Agency and the RWE Alliance
Execute technology transformation strategy	• Deployed our OCE technology platform to more than 375 clients, exceeding target • Launched new software applications for our commercial customers such as OCE+, which embeds our leading AI into our OCE platform • Established IQVIA Digital as a dedicated IQVIA business unit to accelerate our growth in the fast moving digital advertising space, resulting in year-over-year growth of over 70% and significantly exceeding target • Drove efficiency and scale for our commercial analytics customers through productization of our analytics libraries; can now deploy solutions 50% faster than services-led projects, and up to 10x faster than in-house data science teams, improving patient identification for therapy by 3-5x and reducing costs for clients • Expanded our OCT footprint from 350 customers in 2021 to more than 450 in 2022 • IDC MarketScape recognized IQVIA as a leader in the Life Sciences Sales and Marketing IT outsourcing Services

Based on these achievements, the LDC Committee assessed a total score of 18 out of a possible 20 points for this performance measure, which results in a 184% straight-line interpolation. Given Mr. Bousbib’s significant over-achievement against his Vision 22 productivity objectives, record R&DS bookings and backlog and continued advancement and innovation in our commercial offerings, the LDC Committee chose to assign a final payout of 192%.

IQVIA HOLDINGS INC.     2023 Proxy Statement 83

Leadership/ESG Performance Measure Metrics	Key Achievements
Develop and retain talent	• Reduced twelve-month trailing attrition from 20.6% to 16.8% • Improved employee engagement across the business based on the 2022 employee engagement survey, demonstrated by 78% of employees responding they feel they can achieve their career goals at IQVIA, which was 5 points better than 2021 and 7 points above the Fortune 500 Benchmark • Promoted several internal, high performing executives to key new roles, including our new Chief Accounting Officer and Controller, Keriann Cherofsky, our new President, Commercial Solutions, Bhavik Patel, and our new President, Research & Development Solutions, Costa Panagos • IQVIA was awarded four Human Capital Management Excellence Awards from the Brandon Hall Group in recognition of our talent development programs in the areas of (i) best hybrid learning program, (ii) best advance in creating a talent management strategy, (iii) best use of video for learning and (iv) best advance in creating a learning strategy • Mentored numerous high potential employees through several leadership and development initiatives, including through our Future Leaders program
ESG	• Environmental • Submitted Scope 1, 2 and 3 emissions reduction goals to STBi in 2022 for expected approval in 2023 • Significantly decreased Scope 1 and 2 emissions per FTE and in absolute terms, despite significant increase in headcount during the period • Increased Scope 3 emissions reporting boundary to include several new categories for the first time • Reduced our global footprint through the reduction of space utilized or complete exit at over 50 locations, exceeding target • Social • Expanded participation in our ERGs by 40% • Launched our eighth ERG, Disabilities and Careers Network • Racial, ethnic and gender diversity for 2022 new hires in the U.S. exceeded the levels for the overall U.S. workforce, continuing a trend from 2021 • Governance • All ESG ratings steady or improving; MSCI ratings upgraded • Onboarded a new Diversity Inclusion leader • Continued to enhance disclosures in ESG Report consistent with GRI and SASB reporting frameworks
Effective oversight of corporate governance matters	• Led process to recruit and onboard two new directors in 2022; increasing gender diversity on our Board to 40% and total Board diversity to 50% • Managed major governance changes to align with IQVIA’s widely-held/institutional ownership model such as declassifying our Board, implementing a majority voting standard and proposing a special meeting right for stockholders
Stockholder engagement and value creation	• IQVIA was recognized in FORTUNE’s annual list of World’s Most Admired Companies for a sixth year in a row. Earned top position in its industry category and first place rankings in seven of nine categories: innovation, people management, use of corporate assets, social responsibility, quality of products and services, global competitiveness and long-term investment value • Ended 2022 with 18 of 20 analysts issuing a “Buy” rating and none with a “sell” rating • Delivered total stockholder return exceeding CRO peer group and in line with full peer group

IQVIA HOLDINGS INC.     2023 Proxy Statement 84

Leadership/ESG Performance Measure Metrics

Key Achievements

Effective management of capital

• Capital expenditures as a percentage of revenue was 4.7%, 23 basis points favorable to target; deployed a new capital investment governance model and approval process • Deployed $1.3 billion against strategic acquisitions across all parts of the business, with EBITDA of 2021 and 2022 acquisitions exceeding business case by 16% • Returned $1.2 billion in cash to stockholders through repurchase of 5.5 million shares at an average price of $213 per share • Reduced year-end Net Leverage Ratio to 3.45x trailing twelve month Adjusted EBITDA, which is favorable to our 2022 target of <4.0x and exceeding our Vision 22 commitment of exiting 2022 with a leverage between 3.5x-4.0x • Retired $510 million of expensive U.S. B Term Loan debt maturing in March 2024 to minimize exposure to rising interest rates in 2022 and 2023

Based on these achievements, the LDC Committee assessed a total score of 18 out of a possible 20 points for this performance measure, which results in a 184% straight-line interpolation. Given Mr. Bousbib’s significant leadership in supporting IQVIA’s expansion of its ESG efforts and its significant progress against its ESG goals, achieving strong reductions in attrition rates and overseeing major governance changes to increase accountability and enhance stockholders’ rights, the LDC Committee chose to assign a final payout of 192%.

Ronald E. Bruehlman Executive Vice President and Chief Financial Officer
Operational/Strategic Performance Measure Metrics	Key Achievements
Achieve Vision 22 operational and cost efficiency objectives	• Significantly exceeded final year cost reduction target of Vision 22, bringing the cumulative three-year savings to 35% above the Vision 22 plan through a program of automation, LEAN process improvements, intelligent staffing and rationalization of enterprise footprint • Achieved all Vision 22 productivity initiatives within planned timelines • Reduced finance costs as a percentage of revenue for the sixth consecutive year
Evaluate transformative acquisition opportunities	• Executed strategic M&A activities across clinical, commercial and real world solutions business units • Deployed $1.3 billion against strategic acquisitions across all parts of the business, with EBITDA of 2021 and 2022 acquisitions exceeding business case by 16%; enhanced corporate acquisition integration team with new hires
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 • Average quarterly SOX 404 compliance rate of 98%, with no repeat deficiencies compared to 2021
Effective oversight of capital investments	• Capital expenditures as a percentage of revenue was 4.7%, 23 basis points favorable to target; deployed a new capital investment governance model and approval process • Returned $1.2 billion in cash to stockholders through repurchase of 5.5 million shares at an average price of $213 per share • Reduced year-end Net Leverage Ratio to 3.45x trailing twelve month Adjusted EBITDA, which is favorable to our 2022 target of <4.0x and exceeding our Vision 22 commitment of exiting 2022 with a leverage between 3.5x-4.0x • Retired $510 million of expensive U.S. Term B Loan debt maturing in March 2024 to minimize exposure to rising interest rates in 2022 and 2023

Based on these achievements, the LDC Committee assessed a total score of 18 out of a possible 20 points for this performance measure, which results in a 184% straight-line interpolation. Given Mr. Bruehlman’s significant over-achievement against his Vision 22 productivity objectives, the LDC Committee chose to assign a final payout of 189%.

IQVIA HOLDINGS INC.     2023 Proxy Statement 85

Leadership/ESG Performance Measure Metrics	Key Achievements
Develop and retain key talent	• Expanded role of several key leaders of global finance function to develop potential successors • Appointed internal key talent to Chief Accounting Officer and Controller, and SVP, Finance, Research & Development Solutions
Deliver value to stockholders	• Ended 2022 with 18 of 20 analysts issuing a “Buy” rating and none with a “sell” rating • Delivered total stockholder return exceeding CRO peer group and in line with full peer group
Enhance employee engagement and show responsiveness to employee survey feedback	• Acted upon key focus areas of 2021 employee survey – career, belonging, and health and wellbeing – by increasing number and frequency of engagements with both senior and general finance community around leadership, career development, and role played by finance community in IQVIA’s mission to drive healthcare forward • Improved overall employee engagement score on 2022 employee engagement survey by 1.3 points versus 2021 to 78.3%, with a response rate on survey of 88.6%, up 12.3 points versus the prior year
Enhance and further the global ESG programs	• Submitted Scope 1, 2 and 3 emissions reduction goals to SBTi for approval • Significantly decreased Scope 1 and 2 emissions per FTE and in absolute terms, despite significant increase in headcount during the period, • Increased Scope 3 emissions reporting boundary to include several new categories for the first time • Reduced our global facilities footprint through the reduction of space utilized or complete exit at over 50 locations, significantly exceeding target • Onboarded a new Diversity & Inclusion leader • Racial, ethnic and gender diversity for 2022 new hires in the U.S. exceeded the levels for the overall U.S. workforce, continuing a trend from 2021 • All ESG ratings steady or improving; MSCI ratings upgraded • Continued to enhance disclosures in ESG Report consistent with GRI and SASB reporting frameworks

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% straight-line interpolation. Given Mr. Bruehlman’s significant involvement in supporting IQVIA’s expansion of its ESG efforts and its significant progress against its ESG goals, the LDC Committee chose to assign a final payout of 180%.

Costa Panagos President, Research & Development Solutions
Operational/Strategic Performance Measure Metrics	Key Achievements
Achieve Vision 22 operational and strategic objectives	• Completed Vision 22 productivity targets by more than 6%, significantly exceeding targets, through a program of automation, LEAN process improvements, intelligent staffing and rationalization of enterprise footprint
Achieve backlog and net new business targets	• Clinical research contracted backlog grew to an all-time record of $27.2 billion • Achieved book-to-bill of 1.36x, significantly exceeding target and significantly exceeding book-to-bill ratios for peers that publicly-disclose such data • Added more than 275 net new clinical research customers in 2022, a double-digit increase over previous year • In furtherance of our strategy to partner with the public sector and leading NGOs, we were selected by a leading organization to advance clinical research into the development of an infectious disease vaccine

IQVIA HOLDINGS INC.     2023 Proxy Statement 86

Costa Panagos President, Research & Development Solutions
Operational/Strategic Performance Measure Metrics	Key Achievements
Diversify depth of offerings and expand growth in new services	• Executed the Q2 Solutions lab strategy and significantly expanded the capabilities of the lab business through capital investment and highly strategic acquisitions, exceeding target growth • Accelerated growth in the connected devices business with 50% year-over-year growth and the addition of two large pharmaceutical customers • Expanded our OCT footprint from 350 customers in 2021 to more than 450 in 2022 • Continued to innovate in the area of decentralized trials, launching the first at-home blood testing capabilities; the DCT program became the first to receive independent GDPR compliance validation
Achieve business case for key lab investments	• Achieved business case for key lab acquisitions

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% straight-line interpolation. Given Mr. Panagos’ over-achievement against his Vision 22 productivity objectives, the LDC Committee chose to assign a final payout of 180%.

Leadership/ESG Performance Measure Metrics	Key Achievements
Develop and retain key talent	• Managed a significant reduction in attrition throughout 2022 relative to 2021, significantly exceeding targets • Launched multiple leadership programs targeted at various levels of the R&DS organization, including the Leader of the Future Program and the R&DS Global Leadership Program • Rolled out diversity sponsorship and mentorship programs, significantly building out diverse leadership pipeline
Enhance employee engagement and show responsiveness to employee survey feedback	• Increased participation rate in employee pulse survey from 77.1% in Q4 2021 to a record-high 83.5% in Q4 2022 • Overall average favorability scores increased to 79.5% in 2022
Execute on workforce optimization strategy	• Launched upgraded talent acquisition model that provides real-time data and analytics to support improved decision-making regarding workforce investments • Significantly exceeded targets for work delivered in lower cost regions by 10 points, critical in mitigating impact of inflationary environment
Demonstrate effective leadership of R&DS	• Executed smooth transition in taking over as President, Research & Development Solutions • Oversaw the appointment/promotion of several new, internal leaders to critical leadership roles • Created new organizational functions to align with and support IQVIA’s 20by25 growth strategy

Based on these achievements, the LDC Committee assessed a total score of 17 out of a possible 20 points for this performance measure, which results in a 176% straight-line interpolation. Given Mr. Panagos’ significant achievements with creating and implementing R&DS-specific training programs and developing alternative talent acquisition models for key employee populations within R&DS, the LDC Committee chose to assign a final payout of 180%.

IQVIA HOLDINGS INC.     2023 Proxy Statement 87

Kevin C. Knightly President, Corporate Strategy and Enterprise Networks
Operational/Strategic Performance Measure Metrics	Key Achievements
Achieve Vision 22 operational and strategic objectives	• Completed Vision 22 cost reduction targets by more than 17%, significantly exceeding targets, through a program of automation, LEAN process improvements, intelligent staffing and rationalization of enterprise footprint
Execute on commercial technology strategy	• Deployed our OCE technology platform to more than 375 clients, exceeding target • Launched new software applications for our commercial customers such as OCE+, which embeds our leading AI into our OCE platform • Continued expansion of our Next Best Action offering, with five of the top large pharmaceutical companies deploying this solution • Improved year-over-year profitability of global commercial technology portfolio through enhanced product development and delivery processes • IDC marketspace recognized IQVIA as a leader in the Life Sciences Sales and Marketing IT outsourcing Services
Strengthen core information and analytics offerings	• Drove efficiency and scale for our commercial analytics customers through productization of our analytics libraries; can now deploy solutions 50% faster than before, and up to 10x faster than in-house data science teams, improving patient identification for therapy by 3-5x and reducing costs for clients • Achieved significant advances in our patient level, real time data capture capabilities and expansion of our patient centric portfolio, including regulatory grade external comparator data • Secured renewals with key European and U.S. data suppliers with no loss of data access
Continue growth of Return Contract Sales and Medical Solutions (CSMS)	• Continued growth of global CSMS business in 2022, with revenues increasing 4% year-over-year at constant currency, and increased customer favorability scores compared with 2021

Based on these achievements, the LDC Committee assessed a total score of 17 out of a possible 20 points for this performance measure, which results in a 176% straight-line interpolation and is the final payout assigned by the LDC Committee.

Leadership/ESG Performance Measure Metrics	Key Achievements
Develop and retain key talent	• Supported establishment of a new global business unit, Commercial Solutions, and the promotion of Bhavik Patel, an internal, high-performing talent, as its new President • Launched second phase of Building Careers program aimed at further developing line managers to enhance their leadership and mentoring skills to better support the next generation of leaders at IQVIA • Designed and delivered a skill-based training curriculum aimed at developing technical, analytical and softer customer management skills, with overall participation rates above 50% • 84.1% retention rate for high performers
Enhance employee engagement and show responsiveness to employee survey feedback	• Overall average favorability score on employee engagement survey increased to 82.7% in 2022, 2.6 points higher than Fortune 500 Benchmark • Employees feeling they can achieve their career goals at IQVIA increased by 4.9 points to 79.3% in 2022, higher than the Fortune 500 Benchmark
Execute on diversity and inclusion initiatives	• Implemented D&I trainings and launched employee well-being initiatives • All business unit employee communications enhanced to include additional resources available to employees and highlighted our continued commitment and focus on Diversity, Inclusion and Belonging at IQVIA

IQVIA HOLDINGS INC.     2023 Proxy Statement 88

Leadership/ESG Performance Measure Metrics	Key Achievements
Ensure quality and integrity of information assets	• No significant security issues with information assets • Maintained production quality for information deliverables with no major customer escalations • No significant supply disruptions

Based on these achievements, the LDC Committee assessed a total score of 17 out of a possible 20 points for this performance measure, which results in a 176% straight-line interpolation and is the final payout assigned by the LDC Committee.

Eric M. Sherbet Executive Vice President, General Counsel and Secretary
Operational/Strategic Performance Measure Metrics	Key Achievements
Achieve Vision 22 operational and strategic objectives	• All Vision 22 productivity initiatives completed within two years of target and exceeded target by greater than 200% • Exceeded targets for reduction in core legal expenses and increases in revenue per full-time employee
Continue to enhance stockholder engagement	• Significant improvement in say-on-pay “FOR” votes, with a 30 point increase from the last say-on-pay vote in 2020, with almost all of the largest stockholders that voted “AGAINST” in 2020 switching to a “FOR” vote in 2022 • Directors received overwhelming votes in favor of their election
Effective management of investigations and litigation matters	• IQVIA received a significant favorable finding in a clinical trial conduct litigation, with IQVIA being awarded all costs and outstanding payments • Effectively managed other ongoing litigations, with no significant unfavorable rulings
Effective management of key initiatives within Global Legal function	• Successful rollout of multiple technology tools to drive efficiency globally across the legal function • Provided effective legal support for all M&A activity and entered into alternative fee arrangements with several top law firms to ensure quality support on more advantageous terms • Drove multiple initiatives to ensure IQVIA remains a privacy first organization

Based on these achievements, the LDC Committee assessed a total score of 18 out of a possible 20 points for this performance measure, which results in a 184% straight-line interpolation. Given Mr. Sherbet’s significant over-achievement against his Vision 22 productivity objectives, achieving his target within two years and exceeding target by 200%, the LDC Committee chose to assign a final payout of 189%.

IQVIA HOLDINGS INC.     2023 Proxy Statement 89

Leadership/ESG Performance Measure Metrics	Key Achievements
Develop and retain key talent	• Maintained stable department retention rates and no turnover of key talent in 2022 • Rolled out tailored development programs for high potential candidates throughout the global legal function