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