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Message from our |
Ari Bousbib | Chairman and February 28 , 2022 | |||||
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Dear Stockholder:
You are cordially invited to attend the 20212022 Annual Meeting of Stockholders of IQVIA Holdings Inc. on Tuesday, April 13, 2021,12, 2022, at 9:00 am E.D.T. at the Ethan Allen Hotel, 21 Lake Avenue Extension,Hilton Garden Inn Danbury, 119 Mill Plain Road, Danbury, Connecticut. The Notice of 20212022 Annual Meeting of Stockholders and the Proxy Statement accompanying this letter describe the business to be conducted at the meeting and provide further information about IQVIA.
We started 2020 firmlyAt IQVIA, we remain keenly focused on our missionpurpose of enabling clients to accelerateaccelerating the advancement of innovative medical treatments that improve healthcare outcomes for patients. Whenpatient lives. This past year marked five years since the global COVID-19 pandemic disruptedformation of IQVIA, the world, we faced unprecedented challenges to our mission, forcing us to adapt quickly to a new environment. I am pleased to report that we navigated these challenges successfully and delivered solid financial results and attractive returns for our shareholders.
At the onset of the pandemic, our immediate priorities focused on the safety and wellness of our employees, customers, suppliers, patients and healthcare professionals with whom we frequently interact, as well as ensuring continuity of our global clinical and commercial operations. As business activity slowed in the second quarter, we took a long-term view of the pandemic and made decisions to avoid the large-scale job restructuring and compensation reductions that would have helped us achieve short-term financial targets. In addition, executive leadership across our company volunteered to forgo a portion of their pay to fund IQVIA Cares, a program that provided financial aid to more than 2,200 employees around the world who had suffered personal hardship as a result of the pandemic. These actions to support our employees atmerger between IMS Health and Quintiles in 2016. During this time, we built a timetruly unique organization with over 79,000 employees, a global client base of unprecedented crisis strengthened our culture, increased engagement, fostered loyalty and positioned the Company for a strong rebound as the business environment began to stabilize into the fourth quarter.
We also took early actions to preserve liquidity, strengthen our balance sheet and stabilize the Company’s financial position. We issued term loans to pay down our revolving credit facility, extended maturities on our senior notes, secured interest rate swaps to lock-in record low rates, reduced acquisition spending and share repurchases, and focused the organization on cash collections to drive strong free cash flow. As a result, we closed the year with a strong balance sheet andover $3.310,000 billion of liquidity. While doing this, we continued to invest for future growth, increasing capital and software development spending by 6 percent to $616 million.
IQVIA is in a unique position to help the world manage through this pandemic. Throughout the crisis, we engaged weekly with life sciences companies, healthcareregulators, payers and providers, in 100 countries,and government bodiesan unmatched set of technology & analytics capabilities.
Since forming IQVIA, our goals have been ambitious. For the first three years following the merger, we focused on integrating our capabilities and applying them to provide advice, analysisimprove the clinical trial process. In 2019, we launched our Vision22 strategy to accelerate growth and resourcesprofitability by the end of 2022, and we are on track to help manage and planachieve these goals as we begin the final year of this strategic plan.
We are now at another inflection point in IQVIA’s journey. This past year our management team began to work on the strategy for the pandemic.next phase of our growth. We deployedcall this new strategic plan 20by25, which alludes to our field-based resources and lab facilitiesgoal of accelerating innovation-led growth to support large-scale diagnostic testing and patient monitoring. To-date, our clinical teams have been involveddouble digits annually, resulting in more than 300 clinical trials for COVID-19 treatments and vaccines, including four of five vaccines fundedIQVIA becoming at least a $20 billion revenue company by the U.S. government which madeyear 2025. This is an ambitious target given our existing large global scale, but through our unique capabilities and expansive customer base, we believe these goals are achievable.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 1 |
2021Financial&OperationalHighlights
This year, COVID-19 continued to surge across many parts of the world, however, it did not have a material impact on our operations, as we have learned to work through phase III trials.these challenges. In total, IQVIA has recruited nearly 100,000 patients into COVID-19 clinical trials.
Throughout 2020,fact, in 2021, we endeavored to be as transparent as possible by providing visibility to our expected financial performance. Whileaccelerated the pandemicpace of investment across the business and significantly impacted our results in the second and third quarters, we closed the year with a very strong fourth quarter, delivering double-digit growth acrossexceeded all key financial metrics. For the full year,and strategic goals. Reported revenue grew to$13.9 billion, representing22.1% year-over-year growth. Our Research and Development Solutions (R&DS) and Technology and Analytics Solutions (T&AS) segments contributed significantly to our financial performance was solid, with revenue of results, delivering$11.4 billion31.2%, and13.9% growth, respectively. Adjusted EBITDA of grew26.8% to$2.43 billion billion and Adjusted Diluted Earnings per Share (EPS) of$9.03 increased40.7%. Our Free Cash Flow continued its substantial improvement trend and increased to$2.3 billion. Our investor base continued to expand and to respond accordingly: our share price performance provided a total stockholder return of $6.4257.5%.
Our strong balance sheet, flexible capital structure and strong Free Cash Flow performance enabled key investments to further drive innovation, as well as to return cash to shareholders. We invested $640million in new product development and technology infrastructure. During 2021, we also completed a number of strategic acquisitions across our portfolio of businesses. In R&DS, we purchased the remaining non-controlling interest in our lab joint venture from Quest Diagnostics, and we acquired MyriadRulesBasedMedicine to bolster our bio-marker lab testing capabilities in key therapeutic areas. In T&AS, we strengthen our position in the digital omnichannel marketing space with the acquisition of DMDMarketingSolutions. We also returned $395million to shareholders through the repurchase of 1.7million shares.
In addition to these solid financialThese strong results 2020 includedwere driven by numerous strategicoperational achievements across our organization:
organization, as we:
Our Technology business hadDelivered a record 60 wins$10.1 with Orchestrated Customer Engagement (OCE)billion in 2020, bringingcontracted net new bookings and our total number of client wins to 140.
Our Research and Development Solutionsclinical development contracted backlog at December 31, 20202021 reached a record $22.624.8billion.
Expanded the uptake of our industry-leading Decentralized Clinical Trial (DCT) capabilities. We now have over 300 studies worldwide, enrolling more than 300,000 patients in 80 countries across more than 30 indications, using at least one of our DCT solutions.
Expanded the adoption of IQVIA technology platforms to over billion, growing 18.5% versus 2019.3,000customers, with over 350 clients adopting one or more applications on our OrchestratedCustomerEngagement(OCE) platform since launch.
As the pandemic accelerated the need for remoteLaunched new products in-line with our product strategy. This included IQVIANextBestAction, an artificial intelligence (AI)-driven technology and risk-based monitoring, we wonanalytics tool that provides alerts, triggers, and recommendations to sales teams to support customer engagement. In its first year, it has already been deployed by twotop-20pharmaceuticalclients across over 50 new studies40brands using our virtual trials solutions, including awards withand in five top 10 pharma clients30countries.
InBuilt on our leading position in Real World we launched CARE, our COVID Active Research Experience registry, to help communities and public health authorities better understandEvidence with the impactexpansion ofCOVID-19 on the population. The team continues to invest in our rich clinical data assets which now stand at to overone 1.2billion non-identified patients globally.
$13.9B
Revenue
$3.0B
Adjusted EBITDA
$9.03
Adjusted Diluted
Earnings per
Share
$2.3B
Free Cash
Flow
IQVIA HOLDINGS INC. 2022 Proxy Statement | 2 |
2021ESGHighlights
We are proud of the many business accomplishments we had this past year, but it is especially meaningful to see how our approximately 79,000 employees have embraced our ambitious Environmental, Social, and Governance (ESG) goals and supported an expansion of these programs during 2021. As an organization, our commitment to these efforts is unwavering, and we will continue reporting progress with complete transparency. Below are selected examples of the significant progress we made towards advancing our ESG goals:
Increased ESG transparency through adoption of globally recognizedTaskforce for Climate-related Disclosures(TCFD), Global Reporting Initiative(GRI) and Sustainability Accounting Standards Board (SASB) reporting standards
Increaseddisclosuresonthegenderandracial/ethnicdiversity of our workforce through publication of our Employee Information Report (EEO-1) report
Increasedthegenderandracial/ethnicdiversityofourBoard with recent director appointments — currently 4 of our 11 directors are women
Increasedthegenderandracial/ethnicdiversityprofileofourworkforce:
60% of our global workforce and 51% of our manager-level employees globally are women
46% of new hires in the U.S. identify as non-white, including 13% who identify as Black or African American, which is significant because as a group new hires were more diverse than our overall U.S. workforce in 2021, confirming that we are recruiting racially and ethnically diverse candidates at a rate that outpaces the diversity of our current U.S. workforce
ExpandedtheEmployeeResourceGroup(ERG)program with two new groups and increased total employee participation in these programs
Reducedourtotalandper-employeeGreenhousegas(GHG)emissionsyear-over-year beyond our expectations
Transitionedto100%renewableenergysupply at our Scotland Laboratory and initiated efforts for other facilities to achieve the same over time
Committedtosettingascience-basedtarget by end of 2023 to reduce our carbon emissions
The events of the past few years highlighted the critical role we play in healthcare. Throughout 2021, we continued to make progress advancing global healthcare and improving outcomes for populations around the world. Our industry-leading DCT platform brings the clinical trial to the patient rather than the patient to the trial. This significantly reduces the burden for patients enrolled in clinical trials and allows IQVIA to increase patient recruitment among historicallyunderservedandmorediversepopulations.These solutions were critical to the development of COVID-19 vaccines and treatments. Additionally, COVID-19 trials required broader testing, including, critically, in diverse populations. Our innovations allowed COVID-19 vaccine trials supported by IQVIA to achieve diversity enrollment rates 1.7xbetterthan other comparable COVID-19 vaccine trials. We also expanded the reach of our patient registry technology to 80+clinicalprograms.These programs have enrolled morethan21millionpatients.These solutions capture critical information about diagnosis, treatment, and outcomes for a range of disease areas. This data is used by government and academic research organizations and patient advocacy groups to inform new research and treatment protocols that have a tangible impact on patient lives.
We were particularly inspired and honored to collaborate with a wide range of stakeholders to strengthen public health system foundations and address key barriers to access across more than 200+ healthcare facilities across Sub-SaharanAfricaand to support a variety of nonprofits and programs in Indiathat focus on health, women, and education.
With the support of our employees, customers, partners, and stockholders, we will continue to build on our leading position within life sciences and global healthcare. For the fifth consecutive year, IQVIA was named to FORTUNE’slistofWorld’sMostAdmiredCompanies.In addition, we earned a first-placeranking in FORTUNE’s Healthcare:PharmacyandOtherServicescategory of its World’s Most Admired Companies list. Our commercial technology solutions were recognized as a LeaderinBPOSolutionsforPharmaceuticalSalesandMarketing for a fourth consecutive year,by International Data Corporation (IDC)’s 2021MarketScapeTM, and we received six HumanCapitalManagementExcellenceAwards from the Brandon Hall Group recognizing our Electronic Clinical Outcomes Assessment platform (eCOA) was awarded the Fierce Innovation Award for most innovative digital health solution in 2020 and two female executive leaders were named to the 2020 Pharma VOICE 100 list of most influential and inspiring leaders in the life sciences industry.global talent development programs.
Despite the many challenges of 2020, IQVIA remainsOur differentiated capabilities uniquely positionedposition IQVIA to address some of healthcare’s most complex problems.challenges. We will continue to focus oninvest and innovate to advance patient outcomes and deliver value to our mission of improving healthcare outcomes for patients around the world through our strategy of intelligently connecting our unparalleled healthcare information, analytics, technology and scientific expertise to accelerate the clinical development and commercialization of innovative medical treatments.shareholders.
AriBousbib
ChairmanandChiefExecutiveOfficer
IQVIA HOLDINGS INC. 2022 Proxy Statement | 3 |
of 2022 Annual
Meeting of
Stockholders
AGENDA
Elect the four Class III director nominees named in the accompanying Proxy Statement for a three-year term
Approve our Amended and Restated Certificate of Incorporation to declassify the Board of Directors over time and provide for the annual election of all directors
Approve an advisory (non-binding) resolution to approve executive compensation (say-on-pay)
Consider a stockholder proposal, if properly presented
Ratify our Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2022
Other business, if properly raised
By Order of the Board of Directors,
Notice of 2021 Annual MeetingEric M. Sherbet
Executive Vice President,
General Counsel and Secretary
February 28 , 2022
Danbury, Connecticut
of Stockholders
2021 ANNUAL MEETING INFORMATIONTime, Date & Location
Time and Date:
9:00a.m.E.D.T.,
Tuesday, April 13, 202112, 2022
Place:Hilton Garden Inn Danbury
Ethan Allen Hotel
21 Lake Avenue Extension119 Mill Plain Road
Danbury, Connecticut 06811
TheBoardofDirectorsrecommendsthatyouvote“Record Date:FOR”eachdirectornomineeincludedinProposal1and“FOR”Proposals2,3and5.TheBoardrecommendsthatyouvote“AGAINST”Proposal4.ThefulltextoftheseproposalsappearsintheaccompanyingProxyStatement.RegisteredstockholdersoftheCompanyatthecloseofbusinessontherecorddateareeligibletovoteatthemeeting.
February 12, 2021We recommend that you review the information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under “About the 2022 Annual Meeting” on page 107 of the Proxy Statement.
Important Notice Regarding
YOUR VOTE IS IMPORTANT
To make sure your shares are represented, please cast your vote as soon as possible in one of the Availability of Proxy Materials for the 2021 Annual Meeting of Stockholders to Be Held April 13, 2021: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 | |
Mark, sign and date your proxy card and return it in the postage-paid envelope |
ImportantNoticeRegardingtheAvailabilityofProxyMaterialsforthe2022AnnualMeetingofStockholderstoBeHeldApril12,2022:
Our Notice of Meeting, Proxy Statement, Form of Proxy Card and 2020& 2021 Annual Report are available at: https://materials.proxyvote.com/46266C
IQVIA HOLDINGS INC. 2022 Proxy Statement | 4 |
IQVIA HOLDINGS INC. 2022 Proxy Statement | 5 |
This Proxy Statement Summary highlights information contained elsewhere in this Proxy Statement, which is first being sent or made available to stockholders on or about February 28 , 2022. This summary does not contain all of the information you should consider, so please read the entire Proxy Statement carefully before voting.
The following table summarizes the proposals to be voted upon at the 2022 Annual Meeting of Stockholders of IQVIA Holdings Inc. to be held on Tuesday, April 12, 2022 (the “2022 Annual Meeting”) 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 Directors | Plurality of votes cast | FOR | 17 |
Amendment to Certificate of Incorporation to declassify the Board over time and provide for the annual election of all directors | Majority of shares present in person or represented by proxy at the meeting and entitled to vote on the matter | FOR | 24 |
Advisory (non-binding) vote to approve executive compensation (say-on-pay) | Not applicable(1) | FOR | 48 |
Stockholder proposal, if properly presented | Not applicable(1) | AGAINST | 98 |
Ratification of independent auditor | Majority of votes cast | FOR | 100 |
(1) Because this is an advisory vote, there is no required approval threshold. |
YOUR VOTE IS IMPORTANT
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AGENDA
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The Board of Directors recommends that you vote “FOR” each director nominee included in Proposal 1 and “FOR” Proposals 3 and 4. The Board of Directors is not making any recommendation for Proposal 2. The full text of these proposals is set forth 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.
We recommend that you review the information on the process for, and deadlines applicable to, voting, attending the meeting and appointing a proxy under “About the 2021 Annual Meeting” on page 126 of the Proxy Statement.
By Order of the Board of Directors,
Eric M. Sherbet
Executive Vice President,
General Counsel and Secretary
February 26, 2021
Danbury, Connecticut
We have one of the largest and most comprehensive collections of healthcare information in the world, including more than 1.2 billion comprehensive, longitudinal, non-identified patient records spanning sales, prescriptions, promotions, medical claims, electronic medical records, genomics, and social media secured by a wide variety of privacy-enhancing technologies and safeguards. 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. When we formed IQVIA in 2016, we were focused on bringing analytics and technology to the clinical trial process. We worked for three years to fully integrate these capabilities and begin to realize the full value of the merger between IMS Health and Quintiles (the “Merger”). In 2019, we launchedVision 2022, a strategy to fully leverage our newly-combined assets to accelerate our growth beyond our post-Merger achievements. Since that 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. As Vision 2022 comes to a very successful conclusion, the next inflection point in our growth trajectory is what we call20by25, which represents our goal to realize at least $20 billion in revenue by 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 supported by a large, growing business opportunity that we are uniquely positioned to capture a greater share of through our differentiated capabilities and our expansive customer base. We are excited about where IQVIA is today and look forward to what it will become in the future. We intend to achieve 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. We are on the frontlines of the global public health conversation through ongoing work with nonprofit organizations, government agencies, non-governmental organizations (NGOs), patient advocacy groups, and other healthcare stakeholders. 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. Accesstoinfrastructureandstandards. IQVIA is a preferred provider to a consortium of 14 global health Product Development Partnerships, funded in part by the Bill and Melinda Gates Foundation. By partnering with the consortium members, IQVIA provides access to our global clinical development infrastructure and standards, particularly in the areas of infectious diseases such as HIV, malaria and tuberculosis. Patientempowerment. 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. Improvingoutcomesforpatientsandpopulations. 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 have joined numerous organizations to help develop, enhance and optimize patient registries, which are collections of data related to patients with a specific diagnosis or condition that play an important role in healthcare. For example, in one consortium, after initiating a registry focused on colectomy patients, we saw a 30% reduction in urinary tract infections and a 22% reduction in surgical site infections following colectomy surgeries. In another partnership, we developed an algorithm using AI to identify misdiagnosed adult type 1 diabetes (T1D) patients. A third partnership created a network of clinical sites and patient advocacy partnerships that will share non-identified electronic health record (EHR) data. Diversityinclinicaltrials. Through industry partnerships and internal initiatives, IQVIA is a leader in driving increased diversity in clinical trials, which is essential to improve understanding of potential sources of outcome variability in trials and to creating equality in the broader healthcare system. Across our COVID-19 vaccine trials, for example, we achieved 1.7 times higher enrollment of diverse populations versus our peers. Regulatoryevolution. 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 2021, we continued to devote substantial resources to COVID-19-related efforts, including our work with clients, governments and public health agencies. We responded quickly to the call to leverage our capabilities and expertise to help contribute to the global understanding of the virus and its ongoing implications. IQVIA COVID-19 Active Cases Curve Simulator We developed a first-in-kind data model that presents real-time simulations of active cases in countries and regions around the IQVIA was one of the founding members of the Preparedness and Treatment Equity Coalition (PTEC), an organization whose vision is to take a metrics-driven approach to close the gaps in pandemic care and services in underserved Human Data Science Research Collaborative We created the Human Data Science Research Collaborative, a program to support COVID-19 research activities related to health system issues through collaboration with the world’s leading academic researchers. In 2021, we supported eight publications from high-profile academics that covered drug shortages, pediatric medicine access, changes in patient-provider engagement, mental health, and opioids. Developing Vaccines and Therapies We worked on over 300 clinical trials and studies for COVID-19 vaccines and therapies, including four of the five trials that reached phase III and were funded by the U.S. government, providing full clinical trial services for two of them.Table of ContentsIQVIA HOLDINGS INC.IQVIA 2021 PROXY STATEMENT | 1Who We Are
Statement SummaryThis Proxy Statement Summary highlights information contained elsewhere in this Proxy Statement, which is first being sent or made available to stockholders on or about February 26, 2021. This summary does not contain all of the information you should consider, so please read the entire Proxy Statement carefully before voting.MATTERS TO BE VOTED UPONThe following table summarizes the proposals to be voted upon at the 2021 Annual Meeting of Stockholders of IQVIA Holdings Inc. (“IQVIA”, the “Company”, “we” or “our”) to be held on April 13, 2021 (the “2021 Annual Meeting”) and voting recommendations of the Board of Directors of the Company (the “Board”) with respect to each proposal.ProposalsRequired ApprovalBoardRecommendationPageReferenceElection of DirectorsPlurality of votes castFOR15Advisory vote on frequency of say-on-pay1Majority of votes castN/A50Amendments to Certificate of IncorporationMajority of shares present in person or presented by proxy at the meeting and entitled to vote on the subject matterFOR116Ratification of independent auditorMajority of votes castFOR1181In response to stockholders requesting that we further consider the frequency of our say-on-pay vote, our Board has proposed a say-on-frequency vote earlier than required and committed to implementing the majority view even though this is an advisory vote and is not binding on the Company. The Board is not making a recommendation on the advisory vote on frequency of say-on-pay.Your Vote is ImportantPlease register for e-delivery of proxy materialsvisit: www.proxyvote.com2 | Proxy Statement SummaryIQVIA 2021 PROXY STATEMENTWHO WE AREIQVIA is a leading global provider of advanced analytics, technology solutions and clinical research services to the life sciences industry. IQVIA creates intelligent connections across all aspects of healthcare through its analytics, transformative technology, big data resources and extensive domain expertise. IQVIA Connected Intelligence™ delivers powerful insights with speed and agility — enabling customers to accelerate the clinical development and commercialization of innovative medical treatments that improve healthcare outcomes for patients. With approximately 70,000 employees, we conduct operations in more than 100 countries.We have one of the largest and most comprehensive collections of healthcare information in the world, which includes more than one billion comprehensive, longitudinal, non-identified patient records spanning sales, prescriptions, promotions, medical claims, electronic medical records, genomics, and social media. We standardize, curate, structure and integrate this data by applying our sophisticated analytics and leveraging our global technology infrastructure. This helps our clients run their organizations more efficiently and make better decisions to improve their clinical, commercial and financial performance.We are a global leader in protecting individual patient privacy. We use a wide variety of privacy-enhancing technologies and safeguards to protect individual privacy while generating and analyzing information on a scale that helps healthcare stakeholders identify disease patterns and correlate with the precise treatment path and therapy needed for better outcomes.IQVIA 2021 PROXY STATEMENTProxy Statement Summary | 3OUR PURPOSE AND STRATEGYOur Company’s purpose is to enable life sciences clients and broader healthcare stakeholders to accelerate the clinical development and commercialization of innovative medical treatments that improve healthcare outcomes for patients. We believe we are well positioned for continued growth across the markets we serve. Our strategy for achieving growth includes: Innovate by making intelligent connections across our unparalleled information assets, advanced analytics, technology solutions and deep scientific expertiseBuild upon our relationships with over 10,000 clientsExpand the penetration of our offerings to the broader healthcare marketplaceLeverage our global scale and presence in over 100 countries to expand our offerings in local marketsExpand our portfolio through effective capital deployment, including strategic tuck-in acquisitions4 | Proxy Statement SummaryIQVIA 2021 PROXY STATEMENTFINANCIAL HIGHLIGHTS2020 Key Performance MetricsRevenue$11.4BnAdjusted EBITDA1$2.4Bn Adjusted Diluted Earnings Per Share1$6.42Free Cash Flow$1.34BnTechnology & Analytics Segment Revenue$4.9BnResearch & Development Services Segment Revenue$5.8BnContract Sales & Medical Solutions Segment Revenue$741M1 See reconciliation of non-GAAP items in the Appendix 2020 Capital DeploymentCash Returned to Stockholders$423MCash Repatriation$1.0BnInvestments in Product Development & Technology$616MInvestments in Acquisitions$177M 2020 Business HighlightsClinical Development Net Book-to Bill Ratio1.53xClinical Development Contracted Backlog$22.6BnCOVID-19 Treatment and Vaccine Awards300+New OCE Technology Customer Wins60IQVIA 2021 PROXY STATEMENTProxy Statement Summary | 5 COVID-19IQVIA HOLDINGS INC. PANDEMIC RESPONSE HIGHLIGHTS 2022 Proxy Statement7 Financial Highlights
At the onset of the COVID-19IQVIA HOLDINGS INC. pandemic, we instituted a crisis management response effort to ensure alignment on priorities across the organization. The senior leadership team met daily, allowing for an agile and decisive response to the crisis, and the Board maintained close oversight of management’s pandemic response efforts through multiple briefings and special meetings. Across the organization, we were focused on the following priorities: 2022 Proxy Statement8 IQVIA’s 20by25 Strategy
Implement Safety FirstDevelop COVID-19 Treatments/Vaccines✓ Added bandwidth and VPN capacity to enable 95% of employees at the peak of the pandemic to work remotely while maintaining our rigorous cybersecurity standards✓ No international travel; essential domestic travel only✓ Provided PPE to field-based employees✓ Awarded over 300 COVID-19 treatment and vaccine programs, including 4 of 5 trials that reached phase III and were funded by the U.S. government, providing full clinical trial services for 2 of them✓ Created online platform to match individuals to specific COVID-19 studies✓ Launched IQVIA CARE registry, which leverages our rich longitudinal data to better understand COVID-19 patient dataIQVIA HOLDINGS INC. 2022 Proxy Statement 9 Commitment to Public Health
Creating a Healthier World
IQVIA HOLDINGS INC. 2022 Proxy Statement 10 Help Clients Manage OutbreakCombating COVID-19
Mitigate Clinical Trial Disruption✓ AI forecasting tools deployed to track disease progression✓ Helped governments and healthcare systems manage capacity✓ Leveraged analytics to monitor supply chain✓ Accessing patients and health care providers remotely through remote monitoring, virtual trials enabled by StudyHub, and televisitsTransparency to InvestorsProtect and Support Employees✓ Issued updated full-year 2020 financial guidance in April 2020 when other full-service CROs withdrew✓ Provided detailed quarterly updates on site accessibility and our liquidity position✓ Provided 2021 financial guidance a quarter earlier than in prior years✓ Preserved employment and maintained base compensation throughout the year, keeping a focus on the well-being of employees and the Company’s long-term strategic objectives rather than prioritizing dramatic cuts and restructurings to achieve pre-pandemic short-term targets✓ Our directors and senior executives voluntarily elected to forgo portions of their pay to provide over $1 million in financial aid to over 2,200 employees experiencing financial hardship✓ Accelerated roll-out of our Employee Assistance Program, a free service that offers confidential mental and emotional well-being support, to our entire global workforcePreserve Capital and Maximize Liquidity✓ Paid down our revolving credit facility to zero, ensuring $1.5 billion short-term borrowing capacity✓ Suspended share repurchases and launched successful programs to manage receivables, which contributed to our record level of $1.8 billion in cash at year end✓ Refinanced senior notes due 2024 to extend their maturity by four years, reducing our nearest-term debt load by approximately 30%6 | Proxy Statement SummaryIQVIA 2021 PROXY STATEMENTImplement Safety First. The safety of employees, patients, healthcare professionals, customers and suppliers with whom we frequently interact was our highest priority as COVID-19 spread across the globe. To limit exposure, we substantially restricted travel, supplied personal protective equipment to field-based employees, closed facilities and asked most of our staff to work remotely. On short notice, we added bandwidth and VPN capacity to enable 95% of our employees at the peak of the pandemic to work remotely and avoid service disruptions. At the same time, we continued to maintain and enhance our cybersecurity protections, which included completing the global roll-out of our core Endpoint Detection & Response solution to all workstations, thus protecting them from cyber threats regardless of the location and network status (on or off VPN) and accelerating the deployment of an Advance Response tool to enable bulk remediation of vulnerabilities on remote workstations.Develop COVID-19 Treatments/Vaccines. We joined the global response to the crisis and deployed our capabilities to support its resolution. We have been involved in more than 300 clinical trials and studies for COVID-19 vaccines and therapies, including four of the five COVID-19 vaccine trials that reached phase III and were funded by the U.S. government, providing full clinical trial services for two of these.DuringThroughout the pandemic, we continued to innovate. Our R&D Solutions team launched the first technology-enabled COVID-19 Trial Matching Solution. The online platform connected at-risk individuals and researchers to ongoing COVID-19 clinical research projects within the U.S. In addition, the Real World Evidence team launched the IQVIA CARE Project registry. The platform applied our vast experiencehave maintained regular dialogue with registries and analytics to help connect stakeholders and advance information sharing to better understand how to treat and prevent COVID-19.Help Clients Manage Outbreak. To help our clients, as well as governments, regulators, payers and other organizations managelife sciences companies, providing them with up-to-date insights on the spread and plan forimpact of COVID-19, including from our AI-based disease trackers and prediction models.outbreak, we deployed our unique capabilities. We leveraged our people, data and technologyworld to bring AI and other valuable insightssupport public health decisions. The simulator focused on total active cases, rather than hospitalizations or deaths, as a metric that spoke to help our clients track the progression of the disease, manage capacity and monitor supply chains. We also actively engaged with clients and other stakeholders through regular executive briefings, free weekly market tracking reports, white papers, thought leadership pieces, and webinars to help them understand the rapidly evolving dynamics of the outbreak to help them predict how the virus will develop and theoverall impact to their business from the pandemic.Mitigate Clinical Trial Disruption. As clinics and hospitals became inaccessible and as it became unsafe or difficult for patients to travel, we did everything in our power to mitigate disruptions to clinical trials and ensure patient safety. Wherever possible we transitioned to remote monitoring, withCOVID-19 was having. The simulation showed the number of remote monitoring visits reaching five times the level they were prior to the pandemic. We also leveraged our existing drug delivery and home-health services for activities such as at-home lab draws. Wherever possible, we transitioned portionsactive cases (per population), shape of clinical trials to Study Hub, our virtual trials platform, where we were also able to utilize telehealth visits to ensure continuity of contact between investigator, patients and contract research associates (CRAs).Transparency to Investors.At the onsetincrease of the COVID-19 outbreak, stockholders expressed concerns that the pandemic would bring clinical development to a halt, resulting in severe disruptions in the CRO industry. There was great uncertainty whether clinical trials would continue and whether CRAs and other CRO personnel would have access to clinical sites. As a result of this uncertainty, all of our full-service CRO peers withdrew their full-year 2020 financial guidance. We provided assurance, clarity and certainty to investors regarding the financial and operational healthcurve, timing of the CRO industry by releasing a detailed update on business conditions on April 2, 2020, including revised first quarter financial guidance to reflect the impactapex of the pandemic, and then, later in April, by issuing updated full-year 2020 financial guidance. As the year progressed,curve, and the full impactshape and timing of the pandemic and our responsedecline from the apex.IQVIA 2021 PROXY STATEMENTProxy Statement Summary | 7 became more visible, we provided more transparency by updating financial guidance in July 2020 and again in October 2020. Furthermore, we provided additional detailed disclosure regarding site accessibility and our liquidity position in response to investor queries. At that time, we provided further assurance to investors by committing to accelerate our planning process in order to provide a view of 2021 financial guidance earlier than in past years. We fulfilled this commitment by issuing 2021 financial guidance in October 2020, a quarter earlier than in prior years.Protect and Support Employees. As a company, we also did our best to support our employees, preserve employment and maintain base compensation throughout the year. We kept a focus on the well-being of our employees and the Company’s longer-term strategic objectives rather than prioritizing dramatic cuts and restructurings to achieve pre-pandemic short-term targets. In addition, following the onset of the pandemic, we saw an urgent need to address and assist all employees in helping them build resilience in response to the ongoing crisis and so accelerated roll-out of our Employee Assistance Program, a free service that offers confidential mental and emotional well-being support, to our entire global workforce, which had already been available to approximately 70% of our employees.In addition, we launched the IQVIA Cares program to provide over $1 million of financial aid to more than 2,200 employees around the world who had suffered personal hardship as a result of the pandemic. This program was entirely funded by our directors, senior leaders and other employees from around the world voluntarily forgoing a portion of their pay for a period of time. We continued to build a strong supportive culture around values of mutual respect and pride in the important work we do. This will endure far beyond the crisis.Preserve Capital and Maximize Liquidity. As financial volatility increased dramatically and capital markets tightened following the onset of the COVID-19 pandemic, we took various actions to preserve cash and liquidity, including: refinancing our senior notes due 2024 to extend their maturity by four years, which reduced our nearest-term debt load due in 2024 by approximately 30%; syndicating an $800 million term loan A with a four-year maturity that enabled us to pay down our revolving credit facility to zero by June 2020, thus ensuring $1.5 billion of short-term borrowing capacity was available; suspending share repurchases and launching successful programs to manage receivables, all of which helped conserve cash and contributed to our record level of $1.8 billion in cash at year end and $3.3 billion of total liquidity, including our undrawn revolving credit facility.8 | Proxy Statement SummaryIQVIA 2021 PROXY STATEMENTSUSTAINABILITY AND CORPORATE CITIZENSHIP 2020 HIGHLIGHTSHonesty, integrity and ethical conduct are our guiding principles. Now more than ever these principles have also become critical business drivers: sustainability and citizenship are imperative to our organization. Our employees want to work for a company that considers its impact on the planet, including the communities where we operate; our customers want a partner that conducts business ethically and responsibly; and investors want to understand how we manage the opportunities and risks associated with running our Company in order to help ensure sustainable growth.This year it became even more clear that the earth’s future is dependent not only on a healthy environment, but also on a thriving population. We are in the business of helping our customers improve patient outcomes and have a role to play in ensuring the well-being of people all over the world — both in prosperous and challenging times — and it is a responsibility we do not take lightly. Below are highlights of the steps we took in 2020:UN Global CompactClinical Trial Diversity✓ We became a member of the United Nations (UN) Global Compact, the world’s largest corporate sustainability initiative, committed to four UN Sustainable Development Goals: Good Health & Well Being, Gender Equality, Responsible Consumption & Production, and Climate Action and made a statement of commitment for each of these goals✓ We actively engaged with industry stakeholders and Advocacy Groups to influence regulatory guidance and initiated development of clinical trial sites that serve underrepresented populations2020 Employee Engagement SurveyBlack Community Outreach & Engagement Initiative✓ Completed employee engagement survey, with 81% of respondents indicating a favorable view of the Company’s employee engagement, a 13-point increase from our 2018 survey and better by 4-points than our Fortune 500 peer benchmark✓ Launched initiative to develop recommendations focusing on three pillars of support for IQVIA’s Black employee community: awareness and dialogue; mentorship; and representationReduction of Environmental ImpactEquitable Access to Clinical Trials✓ Decreased our total Greenhouse Gas Emissions (GHG) per employee by approximately 18% in 2019 compared to 2018 and overall emissions by approximately 8%, or 14,293 metric tons equivalent✓ Provided financial support to each of Lazarex Cancer Foundation’s IMPACT program and the National Collaborative for Health Equity to help eliminate discrimination in healthcare and ensure equitable access to clinical trialsReduction of Health DisparitiesTop-Down Diversity and Inclusion Training✓ Founding member of Preparedness & Treatment Equity Coalition that is dedicated to reducing inequities in pandemic preparedness by studying and identifying health system reforms to reduce health disparities in underserved communities✓ In 2020, our Chief Executive Officer and his direct leadership team, along with other members of senior management, renewed their commitment to diversity and inclusion by participating in a new training program, which we have begun rolling out to the next levels of our CompanyIQVIA 2021 PROXY STATEMENTProxy Statement Summary | 9Below are key 2020 highlights across our commitment to People, Public and Planet.PeoplePublicPlanetCreating a workplace of highly engaged, safe and healthy employees who follow our Code of ConductEngaging consistently and transparently in a manner that inspires participation and demonstrates leadership in sustainabilityMaking a positive impact on the environments we work inPEOPLEConducted global employee engagement survey, with 81% of respondents indicating a favorable view of the Company’s employee engagement, which represented a 13-point improvement from our 2018 survey and was 4 points better than our Fortunate 500 peer benchmarkExpanded our programs to foster a diverse and inclusive working environment through our policies and programs, including management training and our Employee Resource GroupsLaunched the Black Outreach & Engagement Initiative to support our Black employee community through increased efforts around: awareness and dialogue; mentorship; and representationIncreased reach and programming for our five Employee Resource Groups, each of which promote a different facet of diversity and inclusion and provide a framework for employees to connect and collaborate with colleagues with similar interestsPUBLICJoined the global response to the COVID-19 crisis and deployed our capabilities to support its resolution, working on more than 300 clinical trials and studies for COVID-19 vaccines and therapies, including four of the five COVID-19 vaccine trials that reached phase III and were funded by the U.S. government, providing full clinical trial services for two of theseProtected our employees during the pandemic by upgrading our technology and cybersecurity infrastructure to enable 95% of our employees at the peak of the pandemic to work remotely and by distributing PPE to field-base employeesCreated a task force dedicated to ensuring patient safety and trial continuity to help ensure our customers could continue their important research on diseaseBecame a founding member of The Preparedness and Treatment Equity Coalitioncommunitiescommunities.IQVIA HOLDINGS INC. 2022 Proxy Statement 11
We are committed to continuing our leadership position in sustainable ESG practices that further our corporate purpose of helping our clients improve healthcare outcomes for patients. Our sustainable business practices are organized in this Proxy Statement under the three pillars of our ESG program — People, Publicand Planet.
As an industry leader, we continually look for ways to advance and strengthen our sustainability and citizenship efforts and report on our progress. You can find more details about all the topics below as well as other important information related to our sustainability efforts in our 2021 ESG Report, which is available on our website at https://www.iqvia.com/esg.
2021 select highlights of our ESG-related accomplishments: | |||||||||||||||||||||||||
• Aligned our 2021 ESG Report with TCFD, GRI and SASB ESG reporting frameworks • Published our EEO-1 report and also expanded disclosure of other workforce diversity demographics • Strengthened Board oversight of our ESG program by amending our Nominating and Governance (N&G) Committee charter to explicitly include responsibility for oversight of ESG-related matters • Enhanced Board oversight of cybersecurity matters by amending our Audit Committee charter to explicitly state that the Audit Committee has oversight over such matters • Further enhanced stockholder rights by proposing to declassify our Board
• Strengthened our Diversity & Inclusion (D&I) efforts with the appointment of a senior leader of our D&I program, among other achievements • Racial, ethnic and gender diversity for 2021 new hires in the US exceeded the levels for the overall US workforce • Increased the frequency of employee engagement surveys to
• Transitioned to 100% renewable energy supply in our Scottish laboratory and
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See pages 34-43 for more information regarding our sustainability and ESG program.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 12 |
We are committed to governance practices and policies that serve IQVIA’s long-term interests and contribute to the creation of stockholder value. Below are highlights of the advancements we made in our corporate governance practices and policies.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 13 |
The following table summarizes certain highlights of our corporate governance practices and policies.
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| All directors except our Chief Executive Officer are | ✔ | Director resignation policy that requires directors to | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
✔ | Regular Board and committee executive sessions of non-management directors | ✔ | Our common stock is the only class of stock outstanding | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
✔ | Annual Board and committee self-assessments | ✔ | Multi-year vesting requirements for performance share awards | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
✔ | Director retirement policy at age 74 to | ✔ | Comprehensive whistleblower policy in place | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
✔ | Risk oversight by the Board and committees | ✔ | Securities Trading Policy in place, including anti-hedging and anti-pledging terms | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
✔ | Audit Committee approval required for related party transactions | ✘ | No supermajority voting requirement for stockholders | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
✔ | Formal director and CEO searches must include list of female and racially or ethnically diverse candidates | ✘ | No “poison pill” (stockholder rights plan) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
✔ | Share ownership guidelines for both directors and key executives | ✘ | No excise tax gross-ups on See pages 25-45 for more information regarding our corporate governance. Director SnapshotThe following table provides information about our Nominees, assuming they are reelected at the 2022 Annual Meeting, and continuing directors.
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The following graphics provide information about the diversity of our Board.
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We believe our directors bring a well-rounded variety of experience, qualifications, attributes and skills, and represent a mix of deep knowledge of the Company and fresh perspectives. 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)
This summary is not intended to be an exhaustive list of each of our directors’ skills or contributions to the Board.
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IQVIA HOLDINGS INC. 2022 Proxy Statement | 15 |
In 2020, following extensive stockholder engagement, the Leadership Development and Compensation (LDC) Committee of the Board revamped our short-term incentive program and accelerated the implementation of the changes planned for 2021 to apply to our 2020 compensation decisions. The key features of the new program, which are consistent with the feedback received from stockholders, are summarized below.
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See pages 51-98
The Board and the LDC Committee strive to ensure our executive compensation program aligns with the interests of our stockholders and reflects our pay-for-performance philosophy. In 2021, the Board committed to implementing the say-on-pay frequency approved by a majority of stockholders at the 2021 annual meeting of stockholders. Following that meeting, at which approximately 96% of stockholder votes favored annual say-on-pay advisory votes, the Board adopted annual say-on-pay until the next required say-on-frequency vote.
See pages 49-80 for more information regarding our executive compensation program.
2020 COMPENSATION MIX
Our executive compensation program is focused on creating alignment between executive compensation and business performance by rewarding our executive officers for the achievement of financial, operational, strategic, and leadership goals that are intended to contribute to long-term stockholder value. We emphasize performance-based, variable compensation over fixed compensation, which is reflected in the proportion of total compensation that is performance-linked. The following charts reflect the mix of pay for our Chief Executive Officer (87.7% performance-linked) and the average for our other named executive officers that were in role for full year 2020 (75.8% performance-linked):
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Our Board of Directors is divided into three classes, designated Class I, Class II and Class III. Each year, a different class of directors is elected at our annual meeting of stockholders and each elected director holds office for a 3-year term or until his or her successor is duly elected or until his or her earlier death, resignation, retirement, disqualification or removal.
This year, Class II directors
will stand for election for a new term.
Following our 2021 Annual Meeting, assuming each director nominee is elected to a new term by the stockholders, the Board will consist of nine (9) directors, divided into the following three classes:
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Consistent with the requirements of our governance documents and upon
Upon the recommendation of the N&G Committee, the Board has nominated each of John P. Connaughton, John G. Danhakl, James A. Fasano, and Leslie Wims Morris for election for a new term as a Class III director at the 2022 Annual Meeting. Ms. Wims Morris was appointed as a director by the Board, following the recommendation of the N&G Committee, in January 2022 after an extensive search.
John P. Connaughton | John G. Danhakl | James A. Fasano | Leslie Wims Morris |
If elected, each Class III director nominee will serve for a term of three years and until his or her successor is duly elected and qualified or until his or her 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, if authority to do so is not withheld, for the election of the four 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. Directors are elected by a plurality of the votes cast.
THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH NAMED NOMINEE
IQVIA HOLDINGS INC. 2022 Proxy Statement | 17 |
Our Board is made up of eleven directors. Set forth below is biographical information for the Class III 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.
ClassIIIDirectorsforElectiontoaThree-YearTermExpiringatthe2025AnnualMeetingofStockholders
JOHN P. CONNAUGHTON | Age: 56 | |
Director since:2008 INDEPENDENT LDC Committee | ||
Recent Experience: Bain Capital (1989-present) • Co-Managing Partner and Global Head of Private Equity Prior Experience: • Consultant at Bain & Company, Inc. FormerU.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; The Roxbury Latin School; 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: Extensive leadership and business experience as a managing partner of a global investment firm, with a practice focused on the healthcare industry, service on the boards of several public and private companies, and over 30 years’ experience in the private equity industry. |
JOHN G. DANHAKL | Age: 65 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Director since: 2016 INDEPENDENT LDC Committee
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Our Executive Compensation Program Roles of the LDC Committee, the Board and 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.
Use of |
The composition of ourOur peer group reflectsincludes a mix of both industry and non-industry peers. These are companies are ones with whomwhich we compete for executive talent, or whichthat are broadly similar to us based on certain characteristics, such as: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 consultant in 20202021 to review our peer group for its continued appropriateness.and confirm it remains appropriate. Based on discussions with, and recommendations from, our external compensation consultant, the LDC Committee decided not to make any changes toAllergan plc was removed from the peer group for 2020 with thebecause it was acquired by AbbVie, Inc. in May 2020. The comparator companies to remainare as follows:
Industry | ||
Company Name | ||
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Regeneron Pharmaceuticals, Inc. | ||
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| S&P Global, Inc. | |
| 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 | Nielsen Holdings PLC Thomson Reuters Corp. | |
Software | salesforce.com, inc. |
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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 asto those we use to determine peer companies. The external compensation consultant 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 offor such positions. We also reviewed peer group data to assess competitive executive incentive compensation programs practices and long-term incentive award levels.practices.
Long-term incentive awards are determined in part based on non-binding Company grant guidelines, which the LDC Committee develops each Non-BindingNon-binding Company
grant guidelinesGrant Guidelines.year using peer group and market survey data of the type described above.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 taking into accountto be consistent with peer group and market survey data on target equity award values for employees with similar salaries and positions.
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.
CompensationComponent | Link to Strategy | Strategy and Performance Alignment |
Annual Plan | • A significant portion of our named executive officers’ individual performance goals 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 Incentive Awards | • We ensure the 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 a clawback of equity awards in the event of a restatement of our financial statements |
IQVIA HOLDINGS INC. | 58 |
As described in more detail below, the primary elementsElements of our 2020 executive compensation program include:
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Together, these items are intended to be complementary and serve the goals described above. The following is a discussion of the primary elements of compensation for each of our named executive officers.
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 with market competitive salaries
provide fixed compensation that reflects the scope, scale and complexity of the executive role
Annual base salaries offor 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 provided by the external compensation consultant.analysis. The Chief Executive Officer’s recommendations made with respect to aany particular named executive officer generally are generally based upon the executive’s individual annual performance review for the prior year’s performance,year, the executive’s leadership and contributioncontributions to Company performance, as well as 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 also adjust base salaries during the year in connection with promotions, increases in responsibilities or to maintain competitiveness in the market.
Overview.The objective for our Annual Planshort-term incentive award program (the “Annual Plan”) is to incentivize and reward achievement of our annual financial and strategic goals and to establish appropriate companycorporate 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. In response to stockholder feedback, received, we redesigned the Annual Plan. While our goal was to ensure these changes werePlan in place as objectives and targets were set for 2021, we decided to accelerate their implementation and have applied these changes to compensation decisions under the 2020 annual incentive plan as well. As further described below, the following is a summary of the2020. The key changes to the Annual Plan.
Redesigned Annual Plan
Formula. Annual Plan payouts will now be determined by a straightforward, disclosed formula.
Simplicity. Simplified our approach by focusing on five key performance measures: Revenue/Profit; Cash Flow; Balance Sheet/Liquidity; Strategic/Operational; and Leadership/Governance. Each performance measure is composed of several quantifiable metrics that will be determined annually by the LDC Committee depending on the Company’s objectives for the year.
Weightings. Specific fixed weightings for each performance measure assigned to each named executive officer. The weightings for our named executive may differ for each person, commensurate with their differing responsibilities, and may change from year to year based on the Company’s objectives for the year and the resulting expectations for each named executive officer.
Formula-Based Payout Factor. Each named executive officer may be assigned a payout ranging from 0% to 200% for each performance measure. The weighted sum of those payouts is the Formula-Based Payout Factor, which is the pivotal input into the Annual Plan payout formula. The Formula-Based Payout Factor is capped at 200% for each named executive officer.
Targets. The payout for the Revenue/Profit Performance Measure will be determined based upon achievement of disclosed threshold, target, and maximum performance standards. Achievement of target corresponds to a 100% payout for this performance measure, while achievement of the threshold will yield a 75% payout and achievement of the maximum will result in a 200% payout. Achievement below threshold will result in a sharp decline in payout, if any. For the other four performance measures, payouts will be based on a pre-established scorecard. Each metric will be given a 1-5 score, and once the scores for all the metrics in a performance measure are totaled and normalized for a 20-point scale, the LDC Committee will determine a payout within a permitted range based on where the total score falls on the scorecard.
Discretion. The LDC Committee may make individual adjustments to the final award for each named executive officer. Adjustments may be positive or negative, but 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%.
summarized below.
Annual Plan awards are conditioned on the achievement of corporate and individualized performance measures, expressed in the aggregate as an “Formula-Based Payout Factor”, which can range from 0% to 200%.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 achievedpursued 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’sCompany’s targeted financial performance and objectives for the year. The targets are intended to be realistic, but rigorous. Performance measures will consist of a series of key financial, strategic, operational, leadership and governance 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 awards are calculated by multiplying an executive’s annual base salary by their target incentive percentage, and multiplying the result by an Formula-Based Payout Factor, which amount may then be increased or decreased based on the judgment of the LDC Committee in the form of an Individual Performance Adjustment, as follows:
Basesalary
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Base Salary.Short-term incentive compensation for each named executive officer is determined using his annual 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, fromranging between 0% toand 200% of their base salary upon hire and reviewssalary. Target Incentive amounts are reviewed annually to determine whether adjustments are appropriate.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 59 |
Formula-Based Payout Factor.Back to Contents
The Formula-Based Payout Factor reflects the level ofweighted achievement with respect to five performance measures: Revenue/Profit, Cash Flow and Balance Sheet/Liquidity, which evaluate corporate performance,performance; and Operational/Strategic and Leadership/Governance,ESG, which are tailored for each named executive officerofficer.
Adjustments, if any, are made at the discretion of the LDC Committee and any upward adjustment is limited to evaluate their individual performance.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%.
The five performance measures that determine the Formula-Based Payout Factor for the Annual Plan are described below.
Performance Measures.
Revenue/Profit |
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Cash Flow |
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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, | |
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, | |
Leadership/ | ESG |
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In any givenEach year, the LDC Committee assigns each of the five performance measures is assigned a specific weighting that may varydiffer for each named executive officer and isofficer. 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.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. The Formula-Based Payout Factor for each named executive officer can range from 0% to 200%.
IQVIA HOLDINGS INC. | 60 |
The Revenue/Profit Performance Measureperformance measure incorporates the following three corporate metrics whichdescribed below. These metrics align with the Company’s public financial guidance pronouncements, reflecting a direct link between executive compensation and the key performance measures the Company provideswe provide in its earnings reports:reports.
Metric | ||
| Description and Reason Selected | |
Revenue | • • The LDC Committee believes | |
Adjusted EBITDA | • • The LDC Committee believes | |
Adjusted Diluted | • • The LDC Committee believes |
The payout for the Revenue/Profit Performance Measureperformance measure is determined based on a quantitative assessment of the Company’s achievement against pre-established targets for each of these metrics.
The target for each of the above metrics will vary depending on the annual objectives year-to-year and will beThese targets are set at the beginning of each fiscal year by the LDC Committee. ThresholdCommittee, and maximum performance is set at 15% less than and 15% greater thanwill vary depending on the target, respectively. Achievement at target yields a 100%Company’s annual objectives. The payout for each metric subject tois determined as follows, and then multiplied by the metric’s designated weighting, whereas threshold and maximum performance would result in 75% and 200% payouts, respectively. 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.
For each of the other four performance measure, two corporate and two individualized,measures, the LDC Committee assigns a rating of 1-51 – 5 points for each of the underlying metrics that underlie the performance measure 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 | ||||
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Significantly Underperform | Did not achieve any expected results |
IQVIA HOLDINGS INC. 2022 Proxy Statement | 61 |
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 on the following objective scorecard:below.
Total Score | Low | High |
17-20 | 176% | 200% |
13-16 | 126% | 175% |
9-12 | 76% | 125% |
1-8 | 0% | 75% |
The following graphic is a representation of how the payouts may range within each score band:
The key individual performance metrics used for each of our named executive officers, along with an assessment of the level of achievement for all 2021 performance measures, are summarized below under the section entitled “Compensation Discussion and Analysis—2020“—2021 Compensation Determinations—20202021 Short-Term Incentive Awards”.Awards.” We will 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 thatbelieve their disclosure would result in competitive harm to the Company.
Weightings. Each year, the LDC Committee will assign a specific weighting for eachIndividual performance
measure to each named executive officer, which may differ for each officer. The weightings are determined based on each named executive officer’s respective contribution to, or responsibility for, a given performance measure. 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.
For 2021, the LDC Committee has set the following weightings for each named executive officer:
Performance Measure | Ari Bousbib, Chief Executive Officer | Ronald Bruehlman, Chief Financial Officer | Eric Sherbet, General Counsel | W. Richard Staub 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/Governance | 15% | 10% | 20% | 10% |
For 2020, the weightings are set forth below under the section entitled “Compensation Discussion and Analysis—2020 Compensation Decisions—2020 Short-Term Incentive Awards—Weightings.” The weightings for the 2021 Annual Plan differ slightly from the 2020 Annual Plan as cash flow and liquidity received greater attention in 2020 given uncertainties created by the COVID-19 pandemic.
Individual Performance Adjustment.The Annual Plan permits the LDC Committee to make individual adjustments to the final award for each named executive officer in recognition of theofficer. 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 wasare adequately reflected by the Formula-Based Payout Factor. Adjustments may be positive or negative, at the LDC Committee’s discretion, butdiscretion. However, upward adjustments are limited to no more than 1/6th of the executive’s final award, for any named executive officer and in no eventthey may an individual performance adjustment result innever cause a named executive officer’s Formula-Based Payout Factor exceedingto exceed 200%.
The LDC Committee’s determinations for 20202021 with respect to the Annual Plan are discussed below under the section entitled “Compensation Discussion and Analysis—2020“—2021 Compensation Decisions—2020Determinations—2021 Short-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 our senior management with a meaningful equity stake in the Company, we are better able to align their interests with and create value for our stockholders.
In 2020,2021, our annual grant of long-term incentive awards to our named executive officers under our 2017 Incentive and Stock Award Plan (the “2017 Plan”) consisted of a combination of time-based restricted stock appreciation rights (SARs), which only have value if our stock price increases from the date of grant and vest based on continued serviceunits, SARs, and performance shares, allocated as shown below. This mix differs from the equity mix granted in 2020.
| Percentage of LTI Total | |
LTI Award Component | Prior | 2021 |
Performance Shares | 50% | 50% |
Stock Appreciation Rights | 50% | 25% |
Restricted Stock Units | N/A | 25% |
Restricted stock units provide increased retentive value to our named executive officers, and further align our long-term incentive program with the companies in our comparator group, all of which are earned basedinclude restricted stock units in their long-term incentive award program. The LDC Committee believes that adding a modest percentage of restricted stock units to the long-term incentive award mix appropriately increases focus on Company achievementretention while retaining a significant portion of Relative TSR and Adjusted Diluted EPS performance goals,the overall award value as described in the table below.performance-based compensation.
The LDC Committee believes that SARs reinforce our goal of retaining key executives while incentivizing the creation of value for our stockholders. The SARs granted to our named executive officers in 20202021 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.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 62 |
We believe that performance shares encourage our named executive officers to achieve key strategic objectives and maximize value creation for our stockholders. The performance shares granted to oura named executive officersofficer in 20202021 will be earned based on our financial results over the three-year period from January 1, 20202021 through December 31, 2022 using a weighted combination2023, subject to the executive’s continued service with the Company through the end of the following performance metrics:period.
Performance shares will vest, if at all, based on the Company’s results for the two 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.
Performance Metric | DescriptionandReasonSelected | |
RelativeTotal | •
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Adjusted Diluted | •
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* The Adjusted Diluted EPS goal is based on our |
The Adjusted Diluted EPS goal is based onWe provide our three-year Adjusted Diluted EPSnamed executive officers with long-term incentive awards to promote retention, to incentivize sustainable growth and is subjectlong-term value creation, and to adjustment based uponfurther align the occurrenceinterests of certain corporate events in accordanceour executives with the 2017 Plan and may be subject to such other adjustments for material or non-recurring events occurringthose of our stockholders during the relevant fiscal year as determined by the LDC Committee in its sole discretion. Our Relative TSR goal for the 2020 performance shares is based on our three-year total stockholder return performance as compared to the total stockholder return performance of the S&P 500 Index.
vesting periods. The LDC Committee considers a number of factors in determining the long-term incentive award grants to our named executive officers, including including:
the Company’s non-binding grant guidelines including
a review of peer group and other market survey data as described above,
the retentive value of remainingeach executive’s unvested long-term incentive awards
individual performance evaluations and
the performance objectives offor each named executive officer. The number of performance shares that may be earned ranges from 0%officer
an assessment of the named executive officer’s target award, ifexecutive’s position, role and responsibilities within the threshold levelsCompany
the overall competitiveness of performance are not achieved, to 200%each executive’s total direct compensation opportunity
internal equity considerations
the impact of the target award, if the maximum levels are achieved or exceeded. Each earnedgrants on long-term incentive plan usage and vested performance share will be settled by delivery of one share of our common stock.dilution.
Under the terms of the applicable award agreements, our named executive officers must remain employed through the end of the performance period in order to receive payment from any earned performance shares.
The LDC Committee’s determinations with respect to long-term incentive award grants to our named executive officers during 20202021 are discussed below under the section entitled “Compensation Discussion and Analysis—2020“—2021 Compensation Decisions—2020Determinations—2021 Long-Term Incentive Awards”Awards.”
IQVIA HOLDINGS INC. 2022 Proxy Statement | 63 |
Below we discuss the LDC Committee’s key compensation decisions in setting 2021 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.”
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. Each of our named executive officers, other than our Chief Executive Officer, received an increase to their base salaries in 2021.
Named Executive Officer | 2021 Base Salary |
AriBousbib | $1,800,000 |
RonaldE.Bruehlman | $ 885,800 |
W.RichardStaub,III | $ 623,150 |
KevinC.Knightly | $ 566,500 |
EricM.Sherbet | $ 540,750 |
Each of our named executive officers was eligible for an annual short-term incentive award in 2021 ranging from 0% to 200% of their target incentive. The target short-term incentive opportunity (expressed as a percentage of base salary) for each of our named executive officers has not changed since 2018 or, in the case of Mr. Bruehlman, since 2020, when he became a named executive officer. The target short-term incentive opportunity for each of our named executive officers for 2021 under the Annual Plan was as follows:
Named Executive Officer | Target Annual Incentive as a Percentage of Annual Base Salary |
AriBousbib | 200% |
RonaldE.Bruehlman | 100% |
W.RichardStaub,III | 85% |
KevinC.Knightly | 85% |
EricM.Sherbet | 75% |
For 2021, 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 | W. Richard Staub 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% |
IQVIA HOLDINGS INC. 2022 Proxy Statement | 64 |
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 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 •Interest expense |
Operational/Strategic | Varies by individual |
Leadership/ESG | Varies by individual |
The Revenue/Profit performance measure is based on achievement of certain Revenue, Adjusted EBITDA, and Adjusted Diluted EPS results. As described in our 2021 Proxy Statement, in determining the achievement for the Revenue/Profit metrics for 2020, the LDC Committee approved partial adjustments to the actual achievement amounts for the 2020 Revenue/Profit metrics equal to approximately one-third of the impact of COVID-19 on these metrics. In order to ensure that management did not realize the benefit of 2020 adjustments again in 2021, the LDC Committee applied the target growth rates described below to the 2020 Revenue/Profit achievement amounts, asadjustedupwardforthe2020COVID-19adjustments, thereby setting targets that were moredifficulttoachievein2021 than if the unadjusted actual achievement amounts were used.
+10% | +15% | +20% | ||
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 withoutaccountingforthe2020COVID-19adjustment made by the LDC Committee.
Metric | Threshold (75% payout) | Target (100% payout) | Maximum (200% payout) | 2021 Actual Achievement | Unweighted Payout | Weight | Weighted Payout |
Revenue(1) | $10,622 | $12,496 | $14,370 | $13,874 | 174% | 30.0% | 52% |
Adjusted EBITDA(1) | $2,331 | $2,742 | $3,153 | $3,022 | 168% | 30.0% | 50% |
Adjusted Diluted EPS | $6.55 | $7.70 | $8.86 | $9.03 | 200% | 40.0% | 80% |
Final Payout | 182% | ||||||
(1) $ in millions |
By applying our growth targets to COVID-19 adjusted 2020 performance rather than 2020 actual performance, we increasedthe baseline target for our named executive officers by approximately 2% for Revenue, 4% for Adjusted EBITDA, and 5% for Adjusted Diluted EPS. This adjustment resulted in the payout for the Revenue/Profit performance measure decreasing from 182% to 161%. The significance of the impact to the weighted payout is a result of our formula design, which more heavily rewards significant over-performance. Consequently, our named executive officers will not receive the full benefit of our significant over-performance in 2021 as a result of this adjustment. This is evident by the fact that for 2020, the LDC Committee’s COVID-19 adjustment resulted in a6-pointincrease (from 87% to 93%) in the weighted payout for the 2020 Revenue/Profit performance measure, while this year, the corresponding adjustment resulted in a 21-pointdecreaseto the 2021 Revenue/Profit performance measure for our named executive officers.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 65 |
The following table sets forth the weighted payouts for each metric and the aggregate payout for the 2021 Revenue/Profit performance measure afteraddingbackthe2020COVID-19adjustment to 2020 actual performance.
Metric | Threshold (75% payout) | Target (100% payout) | Maximum (200% payout) | 2021 Actual Achievement | Unweighted Payout | Weight | Weighted Payout |
Revenue(1) | $10,850 | $12,764 | $14,679 | $13,874 | 158% | 30.0% | 47% |
Adjusted EBITDA(1) | $2,412 | $2,838 | $3,264 | $3,022 | 143% | 30.0% | 43% |
Adjusted Diluted EPS | $6.87 | $8.09 | $9.30 | $9.03 | 178% | 40.0% | 71% |
Final Payout | 161% | ||||||
(1) $ in millions. |
For 2021, 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 2021, as described more fully below.
Metric | Definition | Why Included |
Free Cash Flow | Operating cash flow minus capital expenditures | Free Cash Flow is a critical driver for the Company because it 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. The LDC Committee’s view was that reaching new records for Free Cash Flow and Net Days Sales Outstanding, which also far exceeded last year’s performance and significantly exceeded the Company’s target for 2021, represents an outstanding achievement. Based on these achievements, the LDC Committee assessed a normalized total score of 20outof20points for the performance measure and, in accordance with the predetermined scorecard, assigned a final payout of 200%.
Metric | Performance Summary |
Free Cash Flow | • $2.3billion Free Cash Flow achieved, which is 131% of our Adjusted Net Income—a record high and a 71% increase compared to 2020 • Deployed a record of approximately $3.3billion in capital on share repurchases, mergers and acquisitions, and capital expenditures • Past Due Balances averaged 14.5%, compared to 15.3% in 2020 |
Net Days Sales Outstanding | • Net Days Sales Outstanding ended 2021 at a record 18days, improving from 32 days, or 44%, compared to 2020 |
IQVIA HOLDINGS INC. 2022 Proxy Statement | 66 |
For 2021, the Balance Sheet/Liquidity performance measure included two metrics, each weighted equally: net leverage ratio and interest expense. The LDC Committee chose these metrics based on the priorities of the management team at the beginning of 2021.
Metric | Definition | Why Included |
Net Leverage Ratio | The ratio of net indebtedness as of December 31, 2021, to Adjusted EBITDA for the year ended December 31, 2021 | This measure shows how well we can cover our debts and is an important indicator of financial health and balance sheet strength |
Interest Expense | The cost incurred by the Company for borrowed | This is a key income statement line item that equals 2% - 3% of total revenue and impacts net earnings, cash flow and liquidity |
The following table shows highlighted achievements for the metrics that make up the Balance Sheet/Liquidity performance measure. The LDC Committee’s view was that Net Leverage Ratio and Interest Expense both decreased greater than expected based on the Company’s plan, representing a significant achievement. Based on these achievements, the LDC Committee assessed a normalized total score of 20 out of 20 points for the performance measure and, in accordance with the predetermined scorecard, assigned a final payout of 200%.
Changes
Metric | Performance Summary |
Net Leverage Ratio | •Ended 2021 with a net leverage ratio of 3.56x •Achieved Vision 2022 target leverage of 3.5x-4.0x a full year early •Reduced net leverage ratio from 4.5x at the end of 2020 while increasing investment: $2.2 billion spent on mergers and acquisitions; $0.4 billion on share repurchases; and $0.6 billion in capital expenditures |
Interest Expense | •Achieved Net Interest Expense of $369 million, which is 10% less than 2020 and favorable to target by $54 million •Extended all long-term debt maturities due in 2022 and 2023, including our revolving credit facility, for two years to three years, locking in favorable interest rates for several years •Refinanced two tranches of term A loans of approximately $1.9 billion, achieving a lower blended interest rate •Upsized and extended our securitization facility, using the proceeds to repay $250 million of higher interest-bearing Term B loans |
IQVIA HOLDINGS INC. 2022 Proxy Statement | 67 |
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 2021 accomplishments for each.
Ari Bousbib Chairman and Chief Executive Officer | |
Operational/Strategic Performance Measure Metrics | Key Achievements |
Achieve Vision 2022 operational and strategic objectives | • All planned Vision 2022 initiatives for 2021 completed and exceededcostreductiontargetsbymorethan15% • Achieved 3-year run-rate cost reduction targets early, exceedingtarget • Exceededall Vision 2022 revenue and profitability targets to date • Significant reduction in selling, general and administrative expenses (SG&A) as percentage of revenue through expansion of internal automation programs, various process improvement initiatives, and reductions in office space |
Advance R&DS go-to-market strategy | • Clinical research contracted backlog grew 10.2% to a record $24.8 billion, significantlyexceedingtarget • Increased personal engagement with senior executives at both established clients and emerging or potential new clients • More than 250 new customers added globally—a significant increase over the prior year • Sustained leadership position in DCT, with more than 300studies now deploying at least one IQVIA DCT solution |
Execute technology transformation strategy | • Expanded adoption of the OCE platform to include more than 350 customers adopting at least one application since launch • Launched new software applications that address key client needs, such as Next Best Action, a salesforce / marketing effectiveness tool that secured wins with twotop-20global pharmaceutical companies, significantlyexceedingtargets • IDC MarketScape recognized OCE and the Human Data Science Cloud as an industry-leading BPO solution for pharmaceutical sales & marketing • Increased adoption of the OCT platform with 350+ customers now adopting at least one module since launch |
Continue to innovate with Real World Solutions (RWS) and Advanced Analytics | • Continued expansion of rich real world data assets which grew to cover more than 1.2billion non-identified patients globally, aboveexpectations • Sustained leadership position in AI with launch of 10 new AI product lines and exceededrevenuetargets • Expanded access to genomics information in the US and Europe through several new partnerships with new clients • New RWS preferred provider relationships established with several global pharmaceuticals, exceedingtargets |
Based on these achievements, the LDC Committee assessed a total score of 20outofapossible20points for this performance measure.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 68 |
Leadership/ESG Performance Measure Metrics | Key Achievements |
Develop and retain key talent | • Conducted several live virtual Q&A sessions that reached more than 160future leaders globally • Several new executive leaders appointed to further our corporate development strategy and technology business • Increased positive engagement with employees based on the 2021 employee engagement survey, with 85%of respondents feeling engaged with IQVIA, which was 4points better than prior year and 4pointsabove the FORTUNE 500 company benchmark • IQVIA named a FORTUNEWorld’sMostAdmiredCompanyfor a fifthyearinarow • IQVIA was awarded six Human Capital Management Excellence Awards from the Brandon Hall Group recognizing our global talent development programs |
Deliver value to stockholders | • 2021 total stockholder return of 57.5%—better than peers and double the returns of the S&P 500 • Expansion of trading multiples for forward-looking PE and EV / EBITDA ratios • Hosted 1:1 meetings and non-deal roadshows with more than 30 investors and held Analyst and Investor Conference for more than 300 stockholders and analysts • Ended 2021 with 18of21 analysts issuing a “Buy” rating and none with a “Sell” rating |
Effective oversight of capital allocation | • Acquisitions completed in 2020 in the aggregate performedbetterthantargetfor 2021 • Increased strategic M&A activity, including acquiring full ownership of our central lab joint venture • Returned approximately $395millionin cash to stockholders through purchase of 1.7million shares of IQVIA stock at an average price of $238.22pershare • Implemented new governance and management cadence to more regularly review and evaluate M&A opportunities of greater strategic importance |
Enhance and further the global ESG program | • Environmental: • Committed to setting a science-based target for GHG emissions reductions by end of 2023 • Reduction in overall and per-employee GHG emissions exceededexpectations and began the transition to renewable energy sources in our clinical laboratories • Disclosed climate risks consistent with TCFD reporting framework, resulting in increased climate disclosure in our ESG report • Social: • Prioritized and led a process to identify a new director that would increase our Board’s diversity, and personally oversaw extensive evaluations of numerous qualified candidates • Racial, ethnic and gender diversity for 2021 new hires in the US exceeded the levels for the overall US workforce • ERG program expanded to include two new groups and saw a significant increase in employee participation • Enhanced disclosure of D&I workforce metrics with public disclosure of our EEO-1 report • Governance: • Increased ESG transparency through adoption of globally recognized GRI and SASB reporting frameworks • New leader appointed to oversee global D&I programs • All worldwide employees required to meet new performance goals demonstrating a commitment to Compliance for 2021 |
Based on these achievements, the LDC Committee assessed a total score of 20outofapossible20points for this performance measure.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 69 |
Ronald E. Bruehlman Executive Vice President and Chief Financial Officer | |
Operational/Strategic Performance Measure Metrics | Key Achievements |
Achieve Vision 2022 operational and strategic objectives | • All planned Vision 2022 initiatives for 2021 completed and exceededcostreductiontargets by more than 15% • Exceeded all Vision 2022 revenue and profitability targets to date • Significant reduction in SG&A as percentage of revenue through expansion of internal automation programs, various process improvement initiatives, and reductions in office space |
Improve acquisition evaluation process | • Increased strategic M&A activity, including acquiring full ownership of our central lab joint venture • Acquisitions completed in 2020 in the aggregate performed better than target for 2021 |
Execute strategic / operational global finance initiatives | • Significantly reduced in acquisition-related costs through improvements to pre-close transaction and integration processes • Executed various initiatives resulting in significant improvements to cash flow, days of sales outstanding and past due balances • Significantly improved finance function productivity through greater automation and process improvements for global finance share services |
Effective oversight of capital investments | • Total capital spending in absolute terms and as a percentage of revenue for 2021 was significantly better than target • Returned approximately $395millionin cash to stockholders through purchase of 1.7 million shares of IQVIA stock at an average price of$238.22pershare • Implemented new governance and management cadence to more regularly review and evaluate M&A opportunities of greater strategic importance |
Based on these achievements, the LDC Committee assessed a total score of 19outofapossible20points for this performance measure.
Leadership/ESG Performance Measure Metrics | Key Achievements |
Develop and retain key talent | • Reorganized finance leadership and provided expanded responsibilities and new roles to various key global finance executives with no significant attrition or loss of key finance leadership |
Deliver value to stockholders | • 2021 total shareholder returns of 57.5%—substantially better than peers and double the returns of the S&P 500 • Expansion of trading multiples for forward-looking PE and EV / EBITDA ratios • Ended 2021 with 18of21 analysts issuing a “Buy” rating and none with a “Sell” rating. |
Enhance employee engagement and show responsiveness to employee survey feedback | • Implemented various initiatives addressing feedback from 2020 employee survey, such as increased communication through quarterly global finance newsletters and town hall meetings • Overall favorability scores on 2021 employee engagement survey was 83%, an increase of 5points from the prior year |
Enhance and further the global ESG programs | • Increased ESG transparency through adoption of globally recognized SASB and GRI reporting standards • Committed to setting a science-based target for GHG emissions reductions by the end of 2023 • Reduction in overall and per-employee GHG emissions exceededexpectations and began the transition to renewable energy sources in our clinical laboratories |
Based on these achievements, the LDC Committee assessed a total score of 20outofapossible20points for this performance measure.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 70 |
W. Richard Staub, III President, Research & Development Solutions | |
Operational/Strategic Performance Measure Metrics | Key Achievements |
Achieve Vision 2022 operational and strategic objectives | • All Vision 2022 productivity initiatives completed within planned timelines and exceededcostreductiontargets |
Achieve contracted net new business targets | • Clinical research contracted backlog grew 10.2% to $24.8billion, significantlyexceedingtarget • More than 250 new customers added globally—a significant increase over 2020 |
Diversify depth of offerings and expand growth in new services | • Sustained leadership position in DCT; more than300 studies now deploy at least one IQVIA DCT solution • Launched new services that expanded DCT capabilities, including new mobile nursing and phlebotomy services and a partnership with a medical device company to support at-home blood sampling for trials • Increased adoption of the OCT platform with350+customers now adopting at least one module since launch |
Ensure delivery excellence and client satisfaction | • Operational readiness by both client and regulator inspections exceededtargetand completed key inspections with no critical findings |
Based on these achievements, the LDC Committee assessed a total score of 17outofapossible20points for this performance measure.
Leadership/ESG Performance Measure Metrics | Key Achievements |
Develop and retain key talent | • Promoted internal talent to several executive leadership roles within the R&DS business unit • Provided personal mentorship to several high potential and future executive leaders |
Enhance employee engagement and show responsiveness to employee survey feedback | • Launched new People Strategy to drive engagement across focus areas identified by 2020 employee engagement survey • Overall favorability scores on 2021 employee engagement survey was 84%, an increase of 3points from the prior year |
Execute on diversity and inclusion initiatives | • Implemented D&I initiative for executive leadership team and more than 100senior managers across the business unit • Launched the R&DS Diversity and Inclusion in Clinical Trials initiative that enhances our ability to recruit more diverse groups of patients for clinical trials • Expanded the US Black Outreach & Engagement Initiative with launch of Mentoring for Inclusion program and revamped US talent acquisition strategy to increase sourcing of diverse candidates |
Demonstrate effective leadership of R&DS | • Initiated Mentoring for Inclusion program and revamped U.S. talent acquisition strategy to increase sourcing of diverse candidates • Delivered against full-year finance goals despite industry-wide recruitment and retention challenges |
Based on these achievements, the LDC Committee assessed a total score of 18outofapossible20points for this performance measure.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 71 |
Kevin C. Knightly President, Technology and Commercial Solutions | |
Operational/Strategic Performance Measure Metrics | Key Achievements |
Achieve Vision 2022 operational and strategic objectives | • All Vision 2022 productivity initiatives completed within planned timelines and exceededcostreductiontargets |
Execute on commercial technology strategy | • Expanded adoption of the OCE platform to include more than 350 customers adopting at least one application since launch • Launched new software applications that address key client needs, such as Next Best Action, a salesforce / marketing effectiveness tool that secured wins withtwotop-20 global pharmaceutical companies, significantlyexceededtarget • Improved global profitability of commercial technology portfolio through enhanced product development and delivery processes |
Protect core information and analytics offerings | • Key data supply agreements renewed within the US and Europe with no loss of data access |
Return Contract Sales and Medical Solutions (CSMS) business to growth | • Global CSMS business returned to growth and exceededtargetsforbothrevenueandprofitability |
Based on these achievements, the LDC Committee assessed a total score of 17outofapossible20points for this performance measure.
Leadership/ESG Performance Measure Metrics | Key Achievements |
Develop and retain key talent | • Promoted internal talent to several executive leadership roles within the T&AS business unit • Launched new targeted skills training based on employee feedback for 1,110 employees globally |
Enhance employee engagement and show responsiveness to employee survey feedback | • Overall favorability scores on 2021 employee engagement survey was 88%, an increase of3points from the prior year • Initiated new communication strategy for T&AS business unit and new career planning tools based on feedback from 2020 employee engagement survey |
Execute on diversity and inclusion initiatives | • Implemented new D&I team with plans to expand to a broader set of managers |
Ensure quality and integrity of information assets | • No significant information security issues • Maintained production quality for information deliverables with no major customer escalations • No supply disruptions |
Based on these achievements, the LDC Committee assessed a total score of 18outofapossible20points for this performance measure.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 72 |
Eric M. Sherbet Executive Vice President, General Counsel and Secretary | |
Operational/Strategic Performance Measure Metrics | Key Achievements |
Achieve Vision 2022 operational and strategic objectives | • All Vision 2022 productivity initiatives completed within planned timelines and exceededcostreductiontargets |
Drive implementation of changes to executive compensation program and further enhance proxy statement disclosures | • Enhanced proxy statement disclosure and transparency, including increased disclosure of workforce and Board diversity data • Launched revised annual short-term incentive program for named executive officers that received positive feedback from stockholders and other stakeholders |
Effective management of investigations and litigation matters | • IQVIA received significant favorable findings in a key intellectual property theft litigation, with counterparty receiving multiple, rare sanctions violations based on its behavior • Effectively managed other ongoing litigations, with no significant unfavorable rulings |
Execute strategic and operational global legal initiatives | • Provided legal support for increased M&A activity and lowered the transaction costs of M&A-related legal support • Enhanced internal automation system for reviewing vendor contracts which reduced labor hours and improved speed of reviews |
Based on these achievements, the LDC Committee assessed a total score of 19outofapossible20points for this performance measure.
Leadership/ESG Performance Measure Metrics | Key Achievements |
Develop and retain key talent | • Maintained stable department retention rates and no turnover of key talent following organizational changes |
Enhance employee engagement and show responsiveness to employee survey feedback | • Implemented more rigorous calibration and talent assessment process that addresses more differentiated development needs among key talent • Overall favorability scores on 2021 employee engagement survey was 87%, an increase of 5points from the prior year |
Enhance ESG program and Sustainability Report | • Environmental • Committed to setting a science-based target for GHG emissions reductions by end of 2023 • Disclosed climate risks consistent with TCFD reporting framework, resulting in increased climate disclosure in our ESG report • Social • Enhanced disclosure of D&I workforce metrics with public disclosure of our EEO-1 report • Racial, ethnic and gender diversity for 2021 new hires in the US exceeded the levels for the overall US workforce • Increased positive engagement with employees based on the 2021 employee engagement survey, with 85% of respondents feeling engaged with IQVIA, which was 4points better than prior year and 4points above the FORTUNE 500 company benchmark • Expanded ERG program to include two new groups, with significant increase in employee participation • Governance • Increased ESG transparency through adoption of globally recognized GRI and SASB reporting frameworks |
Support with navigating employment impacts of COVID-19 pandemic | • Provided strong support for implementation of complex requirements of government-mandated COVID-19 vaccine initiatives in the US • Supported development and launch of the Future of Work initiative that provides more workplace flexibility to employees globally |
Based on these achievements, the LDC Committee assessed a total score of 19outofapossible20points for this performance measure.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 73 |
The LDC Committee and our Chief Executive Officer (except with respect to his own individual performance) evaluated the performance of each of our named executive officers as described above and determined scores for each individualized performance measure. Based on these scores, and in accordance with the predetermined scorecard, the LDC Committee assigned final payouts to each named executive officer for the individualized performance measures, as shown below.
Named Executive Officer | Strategic/Operational Performance Measure | Leadership/ESG Performance Measure |
Ari Bousbib | 200% | 200% |
Ronald E. Bruehlman | 200% | 200% |
W. Richard Staub, III | 185% | 192% |
Kevin C. Knightly | 180% | 190% |
Eric M. Sherbet | 200% | 200% |
The LDC Committee approved the individual performance adjustments described below.
Named Executive Officer | Individual Performance Adjustment |
Ari Bousbib | The LDC Committee recommended and the Board made a positive adjustment to Mr. Bousbib’s Annual Plan payout, representing 9.7% of the final award. This adjustment was made in consideration of the following contributions and accomplishments of Mr. Bousbib: • Led the development of the 20by25 strategic growth plan to accelerate our growth rate to double digits and achieve at least $20 billion of revenue by 2025 even before finishing the Vision 2022 strategic growth plan • Led process to recruit a Chief Product Officer with extensive technology experience • Recommended appointment of two new board members, which significantly increased the racially, ethnically, and gender diversity of the Board, after prioritizing need for more diversity on Board and overseeing process to evaluate numerous qualified candidates • Demonstrated leadership throughout the COVID-19 pandemic and, in 2021, resumed to extent possible a normal operating cadence with in-person operating reviews, client meetings and other management meetings, across the US and overseas • Earned for the first time a first-place ranking in FORTUNE’S Healthcare:PharmacyandOtherServices category of its World’s Most Admired Companies list, with top rankings in the categories of innovation, capital deployment, global competitiveness, quality of product services, and long-term investment value • Established the IQVIA Future of Work initiative, a company-wide effort examining all aspects of how and where we do our work, as well as the technology and tools that will be required to help us adapt post-pandemic and best support our workforce going forward |
Ronald E. Bruehlman | The LDC Committee made a positive adjustment to Mr. Bruehlman’s Annual Plan payout, representing 9.5% of the final award. This adjustment was made in consideration of the following contributions and accomplishments of Mr. Bruehlman: • Led the Finance organization to implement numerous operational and process changes to achieve a record level of Free Cash Flow • Achieved two upgrades to a “Buy” rating from analysts during 2021 and one new analyst initiating coverage at a “Buy” rating • Led process to develop new mid-term guidance through 2025 and to release 2022 financial guidance earlier than expected • Played a key role in the negotiation and execution of the purchase of the remaining non-controlling interest in our lab joint venture from Quest Diagnostics • Substantially increased investor engagement versus prior years by hosting more than 74 investment firms and 130 individual investors through 1:1 meetings and non-deal roadshows and held in-person analyst and investor conference that was well received by analysts and stockholders |
IQVIA HOLDINGS INC. 2022 Proxy Statement | 74 |
Named Executive Officer | Individual Performance Adjustment |
W. Richard Staub, III | The LDC Committee made a positive adjustment to Mr. Staub’s Annual Plan payout, representing 12% of the final award. This adjustment was made in consideration of the following contributions and accomplishments of Mr. Staub: • Oversaw the achievement of a record $10 billion in net new bookings and growth of the clinical backlog to an industry-leading $24.8 billion • Led R&DS organization to deliver several global COVID-19 vaccine trials within timelines significantly better than historic standards and well beyond expectations. In addition to fast timelines, these trials also achieved enrollment diversity rates 1.7x better than comparable COVID-19 vaccine trials • Oversaw the simultaneous integration of the lab joint venture and Myriad RBM acquisitions with no adverse impact to normal clinical operations • Provided a high level of mentorship and guidance to emerging leaders |
Kevin C. Knightly | The LDC Committee made a positive adjustment payout, representing 4% of the final award. This adjustment was made in consideration of the following contributions and accomplishments of Mr. Knightly: • Oversaw the recovery and return to growth of CSMS, a business substantially impacted globally by the COVID-19 pandemic • Developed and executed strategy that substantially grew IQVIA’s presence within the MedTech sector over the past three years beyond expectations • Led new strategic partnership opportunities to create new data sources which will provide benefit to IQVIA over a longer-term period |
Eric M. Sherbet | The LDC Committee made a positive adjustment to Mr. Sherbet’s Annual Plan payout, representing 7% of the final award. This adjustment was made in consideration of the following contributions and accomplishments of Mr. Sherbet: • Co-led global ESG and sustainability programs with support from the Board oversight chair, Colleen Goggins, and Lead Director John Leonard, M.D., which made substantial improvements to our global ESG program • Significant efforts in identifying new director candidates, resulting in the appointment of two new directors as well as overall increased gender and racial/ethnic diversity of the Board • Surpassed by 2x the cost reduction targets for Vision 2022 productivity initiatives • Key intellectual property theft litigation received significant favorable findings that were significantly beyond our expectations, with counterparty receiving multiple, rare sanctions violations based on its behavior |
The table below summarizes the final Annual Plan payouts to our named executive officers for 2021. The LDC Committee did not make any adjustments to the Formula-Based Performance Payout Factor or the underlying corporate or individual performance measures.
Named Executive Officer | Prorated Base Salary | x | Target Incentive | x | Formula-Based Performance Payout Factor | = | Calculated Payout | (+/-) | Individual Performance Adjustment | = | Final Payout | |||
Ari Bousbib | $1,800,000 |
|
| 200 | % |
| 181 | % |
| $6,504,197 |
| $695,803 |
| $7,200,000 |
Ronald E. Bruehlman | $872,900 |
|
| 100 | % |
| 181 | % |
| $1,577,279 |
| $165,571 |
| $1,742,849 |
W. Richard Staub, III | $614,075 |
|
| 85 | % |
| 173 | % |
| $ 903,141 |
| $123,156 |
| $1,026,297 |
Kevin C. Knightly | $558,250 |
|
| 85 | % |
| 172 | % |
| $ 815,343 |
| $33,973 |
| $849,315 |
Eric M. Sherbet | $532,875 |
|
| 75 | % |
| 181 | % |
| $ 722,155 |
| $54,356 |
| $776,511 |
IQVIA HOLDINGS INC. 2022 Proxy Statement | 75 |
The LDC Committee met on February 9, 2021, to determine 2021 long-term incentive programawards. When making the awards, the LDC Committee first determined the total grant date value of the award for each named executive officer and then delivered that value in three components: three-year performance shares (50%), SARs (25%), and restricted stock units (25%), assuming target-level achievement of applicable performance goals for performance shares, as set forth in the table below. The terms of each type of long-term incentive award are set forth above under “—Elements of Compensation—Long-Term Incentive Awards.”
Named Executive Officer | Performance Shares | RSUs | SARs |
Ari Bousbib | $9,683,424 | $4,425,467 | $4,425,579 |
Ronald E. Bruehlman | $2,689,797 | $1,229,204 | $1,229,325 |
W. Richard Staub, III | $968,338 | $442,455 | $442,539 |
Kevin C. Knightly | $806,833 | $368,743 | $368,783 |
Eric M. Sherbet | $860,729 | $393,375 | $393,368 |
The 2021-2023 performance share awards provide for the grant of common stock at the end of the three-year performance period based on the achievement of relative TSR and Adjusted Diluted EPS growth goals over that period, as follows:
Performance Metric | Weight | Threshold | Target | Maximum |
3-Year Adjusted Diluted EPS Growth | 75% | 6.2% | 10.0% | 13.6% |
3-Year TSR vs. S&P 500 (percentile) | 25% | 25 | 50 | 75 |
Percentage of Target Payout |
| 50% | 100% | 200% |
As described in our 2021 Proxy Statement, in 2020, the LDC Committee approved a modificationpartial upward adjustment of $0.32 per share (equal to approximately one-third of the impact of COVID-19 on 2020 Adjusted Diluted EPS) to the 2020 Adjusted Diluted EPS performance metric under the performance share awards for the 2018-2020 performance period. Consistent with the approach used in setting 2021 financial targets under our Annual Plan and in order to ensure that management did not benefit from this adjustment again in future years, the LDC Committee, in setting the Adjusted Diluted EPS target for performance share awards of the 2021-2023 performance period, applied the growth rates described above to the 2020 Adjusted Diluted EPS, asadjustedupwardforthe$0.322020COVID-19adjustment, thereby setting a target that will be more difficult to achieve under the 2021-2023 performance share awards than if the unadjusted 2020 Adjusted Diluted EPS amount was used.
Consistent with our compensation philosophy, the LDC Committee sets challenging yet achievable goals to appropriately incentivize performance. When setting the 10% target for Adjusted Diluted EPS Growth, the LDC Committee considered, among other things, the performance of both our peer group and the broader market. Forthe2017-2019three-yearperiod,approximately64%ofourpeergroupandapproximately37%oftheS&P500reportedAdjustedDilutedEPSGrowthoflessthan10%,andforthe2018-2020three-yearperiod,approximately46%ofourpeergroupandapproximately54%oftheS&P500failedtoexceedthe10%annualhurdle.
The Adjusted Diluted EPS growth target for the 2021-2023 performance shares is substantially consistent with the earnings growth trajectory reflected in the three-year financial guidance we disclosed at our 2021 Analyst and Investor conference. At that time, we said we expected continued double-digit Adjusted Diluted EPS growth during the 2023-2025 period.
Over the past several performance periods, not only has the Company realized double-digit Adjusted Diluted EPS growth, but the base year Adjusted Diluted EPS at the start of each grant cycle has been equal to prior year results, meaning the growth goals are based on Adjusted Diluted EPS that has grown by more than 10% in prior periods, thus making the target for every new cycle more challenging to achieve than the prior cycle—even when the annual growth target remains a constant 10%. Further, as we continue to achieve scale and grow our earnings at a rapid pace, the dollar amount of Adjusted Diluted EPS needed to achieve a 10% growth rate increases significantly over time. With an Adjusted Diluted EPS of $9.03 for 2021, the challenge to continually achieving a 10% annual growth rate is much greater than it was four years ago when the Adjusted Diluted EPS was less than half as much.
Based on the factors described above, the LDC Committee concluded that constantly achieving a 10% annual growth rate over the long term represented a challenging but achievable goal that is an appropriate target for our long-term incentive awards.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 76 |
The LDC Committee considered all of the factors described above when determining our Chief Executive Officer’s annual long-term incentive award grants made in 2021. For further details, see “—Compensation of Our Chief Executive Officer.” In particular, the Board and the LDC Committee believe that, while compensation of our Chief Executive Officer and other named executive officers is strongly aligned with performance (2021 compensation of our Chief Executive Officer was74.4%performance-linked), retention of our Chief Executive Officer is imperative to the Company’s success. That belief informs the decisions of the Board and our LDC Committee regarding the Chief Executive Officer’s annual long-term incentive awards.
The LDC Committee considers, among other factors, the value and vesting schedule of unvested awards and the proportion of unvested awards relative to total awards held by our Chief Executive Officer when granting him new long-term incentive awards. In determining his long-term incentive award for 2021, the mixLDC Committee considered the fact that 88% of the value associated with the outstanding equity elementsawards held by our Chief Executive Officer as of early February 2021 would be fully vested or exercisable within approximately 12 months. The LDC Committee believes this impending reduction in our grantsunvested awards could substantially decrease the retention value of the Chief Executive Officer’s long-term equity awards, making it much easier for a competitor to recruit him and providing him with less of a financial incentive to stay in the face of a potential higher offer from another company.
Performance share awards granted to our named executive officers will also include time-based restricted stock units (RSUs)on February 13, 2019, were based on IQVIA’s achievement of Adjusted Diluted EPS growth and Relative TSR goals during a three-year performance period, as described above in the section entitled “—Elements of Compensation—Long-Term Incentive Awards”. Instead of dividing long-term incentive award amounts evenly betweenThe three-year performance period for the 2019-2021 performance shares and SARs, as was done previously, future award amounts will be allocated 50% toended on December 31, 2021. The number of performance shares 25%that could be earned ranged from 0% of the target award, if the threshold levels of performance were not achieved, to SARs,200% of the target award, if the maximum levels were achieved or exceeded. For results between these marks, the number of shares would be determined by linear interpolation.
The LDC Committee did not make any adjustments, including for COVID-19, to the 2019-2021 performance share metrics or payouts. Performance for Adjusted Diluted EPS Growth was determined by comparing our Adjusted Diluted EPS at the beginning of the performance period to the Adjusted Diluted EPS at the conclusion of the performance period, which means that any adjustments made mid-period would be irrelevant to the growth calculation. The performance goals and 25%results used to RSUs:determine the final payout factor for the 2019-2021 performance shares were as follows:
Performance Metric | Weight | Threshold | Target | Maximum | Actual | Performance | Payout Factor |
3-Year Adjusted Diluted EPS Growth | 75% | 6.2% | 10.0% | 13.6% | 17.6% | 200% | 150% |
3-Year TSR vs. S&P 500 (percentile) | 25% | 25 | 50 | 75 | 83 | 200% | 50% |
|
|
|
|
|
|
| 200% |
Percentage of LTI Total | ||||
LTI Award Component | Prior | 2021 | ||
Performance Shares | 50% | 50% | ||
SARs | 50% | 25% | ||
Restricted Stock Units | N/A | 25% |
Granting a portionAdditional information on the vested value of long-term incentivethe performance share awards in RSUs will provide increased retentive value toearned by our named executive officers is set forth in the table and further align our long-term incentive program with our comparator group, 100%related footnotes below under “Compensation of which include RSUs in their long-term incentive award program. The LDC Committee believes this revised long-term incentive award mix appropriately increases focus on retention while retaining a significant portion of the overall award value as performance-based compensation.Named Executive Officers—2021 Option Exercises and Stock Vested.”
IQVIA HOLDINGS INC. 2022 Proxy Statement | 77 |
We believe that our retirement plans serve as an important tool to attract and retain our named executive officers and other key employees, and that we would be at a competitive disadvantage if we did not offer attractive retirement plans. We also believe that offering a baseline of stable retirement benefits encourages our named executive officers to make a long-term commitment to us. Consistent with our understanding of competitive market practice, we do not adjust the level of retirement plan benefits based on the value of a named executive officer’s long-term incentive awards nor do we adjust the level of a named executive officer’s total direct compensation for a given year in light of the value of retirement benefits.
IQVIA.
The summaries below of our retirement plans should be read in conjunction with the tables and related footnotes under the sections entitled “Compensation of Named Executive Officers—20202021 Pension Benefits,” “—IMS Health Defined Benefit Retirement Plans” and “—2020 2021 Non-Qualified Deferred Compensation,” which provide more detail on the retirement benefits and deferred compensation values, if any, for each of our named executive officers:officers.
Plan | Description | |
IMS Health Retirement Plan | U.S.-based legacy IMS Health employees, including | |
IMS Health Retirement Excess Plan | Certain U.S.-based legacy IMS Health employees, including | |
IMS Health Defined Contribution Executive Retirement Plan | Certain U.S.-based legacy IMS Health employees are eligible to participate in the unfunded, non-qualified defined contribution plan that was frozen to new participants and accruals as of June 30, 2012. Mr. Knightly is the only named executive officer who participates in this plan. | |
IQVIA 401(k) Plan | U.S.-based employees, including our named executive officers, are eligible to participate in this tax-qualified, defined contribution plan. Employees may contribute a portion of their compensation to this plan and receive a matching Company contribution. | |
IQVIA Savings Equalization Plan | Certain U.S.-based employees, including our named executive officers, are eligible to participate in this unfunded, non-qualified defined contribution plan using the same benefit formula as in the IQVIA 401(k) Plan. | |
IQVIA Elective Deferred Compensation Plan | Certain |
We provide severance, change of control and retirement protections to our Chief Executive Officer pursuant to his employment agreement. Mr. Staub has severance protection in his employment arrangement. Messrs. Bruehlman, Knightly and Sherbet have severance protection through our Employee Protection Plan. These employment agreements and plans are summarized severance payments and post-termination benefits and our limited change in control benefits, is appropriate and within the range of competitive practice.Termination
benefitsBenefits.below under “—“Compensation of Named Executive Officers—Potential Payments uponUpon Termination or Change in Control” below.Control.” Our severance and change in control protections are designed to be fair and competitive to aid in attracting and retaining experienced executives, including our named executive officers.executives. We believe the protection we provide, including the level ofIQVIA HOLDINGS INC. 2022 Proxy Statement 78
The provisions of ourOur employment agreements, plans and other compensation arrangements do not provide for any excise tax gross-up payment to our named executive officers. Any taxes, including golden parachute excise taxes, resulting from severance or any other change in control relatedcontrol-related compensation are the responsibility of the executive.
Perquisites.For other elements of compensation provided to our named executive officers, such as perquisites and health and welfare benefits, the LDC Committee provides competitive benefits. The LDC Committee considers the views and experiences of the external compensation consultant on these matters. The LDC Committee believes that perquisites should not constitute a significant part of our executive compensation program but does provide certain perquisites to our named executive officers on an individual basis as deemedit deems appropriate and reasonable by the LDC Committee. The perquisites provided to our named executive officers in 2020 are summarized below under “—Perquisites” and reported in the “Summary Compensation Table”.
This Compensation Discussion and Analysis discusses compensation decisions related to our named executive officers, which are listed in the “Summary Compensation Table” below and the other compensation tables included in this Proxy Statement. For 2020, the following individuals were our named executive officers:
Mr. Bruehlman’s appointment became effective August 1, 2020 when he replaced Mr. McDonnell.
2020 COMPENSATION DETERMINATIONS
Below we discuss the LDC Committee’s key compensation decisions in setting 2020 base salary, short- and long-term incentives, which were made based on the process and evaluation described under the sections above entitled “—Compensation Philosophy” and “—Overview of our Executive Compensation Program”. When making compensation decisions, the LDC Committee considered such factors as relevant benchmarking data, the experience and length of service of the named executive officer, relative responsibilities among members of our executive team, contributions by the named executive officer against a series of established strategic, financial, operational and/or leadership objectives that relate to the duties of the named executive officer, business conditions and the unusual impact the COVID-19 pandemic and the various governmental, industry and consumer actions related thereto have had on the Company’s business and results of operations.
Impact of COVID-19 on 2020 Financial Results. As part of its evaluation of fiscal year 2020 compensation determinations, the LDC Committee examined how the COVID-19 pandemic affected the Company’s operations and performance over the course of the year. The LDC Committee did not adjust any financial target in any short- or long-term incentive plan to reflect the impact of the COVID-19 pandemic. Company performance was measured against the financial targets established for the 2020 Annual Plan in February 2020 and for our long-term incentive awards, the financial targets established at the respective date of grant.
During 2020, following the onset of the pandemic, each of our business units performed a detailed analysis of the expected impact of the pandemic on the revenue and profit for their respective units, and then provided monthly updates. In our R&DS business unit, the unfavorable impact attributable to COVID-19 was largely due to operational disruption of clinical research sites, which impacted patient recruitment and patient study participation, and limited our ability to travel and access clinical research sites. These site access restrictions and impact on clinical trial conduct by the sites had a direct impact on our ability to perform our services and caused delays relative to pre-COVID-19 timelines. In our TAS business, certain offerings that relied on face-to-face interactions or were dependent on in-person gatherings experienced significant disruption. Activity within the Contract Sales and Medical Solutions business also become more challenging due to a decline in sales rep visits, and physician attention diverted to the COVID-19 crisis.
Netted against these unfavorable impacts were new business awards tied directly to the COVID-19 pandemic, including U.S. government funded vaccine trials awarded to us, as well as government relief efforts in certain jurisdictions tied to the pandemic, including Federal payroll tax credits in the US.
After considering these and other positive and negative impacts of the pandemic, we estimated that the total impact to the Company’s performance in 2020 was approximately $750 million in Revenue and approximately $250 million in Adjusted EBITDA, with a corresponding impact of $1 per share on Adjusted EPS. The LDC Committee believes that this net negative impact was not the result of poor management performance, but rather the undeniable, extraordinary-in-nature effects of the COVID-19 pandemic and the various governmental, industry and consumer actions related thereto. Indeed, the LDC Committee determined that management’s strong performance during the course of the pandemic was a critical factor in minimizing the distortive effects of the pandemic on our performance. Under the leadership of our named executive officers, we put our employees in a position to safely and effectively continue to perform their duties while preserving their jobs and compensation to the largest extent possible, and we delivered critical, virtual solutions at a scale never before seen in clinical trials, such as transitioning to remote monitoring with the number of remote monitoring visits reaching 5x the level they were prior to the crisis and enabling telehealth where possible, which significantly helped support trial continuity.
The LDC Committee considered a number of factors when deciding how to address this overall impact. Key considerations included:
the extraordinary nature of the COVID-19 pandemic and its impact on the broader world economy and the healthcare services industry in particular
our named executive officers’ significant efforts to swiftly adapt during the pandemic to ensure the safety of our employees and preserve their jobs and compensation to the largest extent possible
keeping a focus on the well-being of our employees and the Company’s longer-term strategic objectives rather than prioritizing dramatic cuts and restructurings to achieve pre-pandemic short-term targets
management’s effectiveness in significantly improving the Company’s cash and liquidity position despite the pandemic
the sales and profit growth trajectory the Company was achieving immediately prior to the pandemic; and the rapid return to our sales and profit growth in the fourth quarter of 2020
our strong stock performance in the fourth quarter as investors recognized the named executive officers’ excellent management of our business during the pandemic and strong growth expectations post-pandemic
the importance of making adjustments to retain and motivate our key executives given their tremendous efforts in light of the extraordinary nature of the pandemic
without any adjustment to 2020 Adjusted Diluted EPS, the Adjusted Diluted EPS growth target for our 2021-2023 performance shares to be granted in February 2021 would be based off an unusually depressed year because of the COVID-19 impact on 2020. This would have meant the target growth rate for these performance awards would have been far too easily achieved in light of the expected resumption of our growth trajectory in 2021. Accordingly, measuring growth from the unadjusted 2020 Adjusted Diluted EPS amount would have misaligned the interests of stockholders and management in driving long-term sustainable growth
In acknowledgment of the above factors, the LDC Committee approved an adjustment to our Revenue, Adjusted EBITDA and Adjusted Diluted EPS results. While the LDC Committee had the authority to add back the full impact of the COVID-19 pandemic on these financial metrics when calculating the Revenue/Profit Financial Measure under our short-term incentive award program, it decided to only add back approximately one-third of the total impact. This add-back to 2020 Adjusted Diluted EPS also flowed through to the calculation of the 2018-2020 Adjusted Diluted EPS growth rate used to determine the payout factor applied to the 2018-2020 performance shares, and it will be used as the base for the 2021-2023 performance shares. The adjustment was made by the LDC Committee based on its authority under the 2017 Plan, which governs both our short- and long-term incentive awards, to include or exclude any event that is unusual in nature or occurs infrequently and occurs during the applicable performance period.
See “—2020 Short-Term Incentive Awards” and “—2020 Long-Term Incentive Awards” for further information on how these adjustments affected 2020 short- and long-term incentive awards.
The amount of our Chief Executive Officer’s annual base salary is set forth in his employment agreement, but it remains subject to increase based on the same factors as described above for the other named executive officers. The following table sets forth the annual base salaries for each named executive officer:
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2020 SHORT-TERM INCENTIVE AWARDS
The Annual Plan provides cash incentives to named executive officers based on a combination of measurable Company-wide financial performance targets and individual performance objectives. As described in greater detail above, following and in response to significant engagement with our stockholders on our executive compensation program, the LDC Committee made substantial changes to the process for granting short-term incentive awards beginning in 2021. However, the LDC Committee decided to largely apply the new short-term incentive award program in their determination of awards for 2020. We have disclosed several of our key financial targets underlying our performance measures below, but we consider the specific targets used to evaluate certain of the metrics to be confidential, commercially-sensitive information, and that their disclosure would result in competitive harm to the Company.
In assessing performance in 2020 for our named executive officers, the LDC Committee took into account the exceptional nature of the year for the Company. The Company’s leadership significantly outperformed expectations under extremely challenging and difficult circumstances caused by the pandemic. Their achievements, which are detailed throughout this section “2020 Compensation Determinations”, would be considered exceptional in a typical year and beyond extraordinary in light of these challenges.
Weightings. For 2020, the LDC Committee assigned the following weightings for each performance measure to each named executive officer. The weightings for cash flow and liquidity in 2020 compared to the weightings for these measures in 2021 reflect the greater attention these measures received in 2020 given the uncertainties created by the COVID-19 pandemic.
Performance Measure | Ari Bousbib, Chief Executive Officer | Ronald Bruehlman, Officer | Eric Sherbet, General Counsel | W. Richard Staub Business Unit Presidents | ||||
Revenue/Profit | 40% | 40% | 35% | 50% | ||||
Cash Flow | 15% | 15% | 10% | 15% | ||||
Balance Sheet/Liquidity | 15% | 25% | 15% | 0% | ||||
Operational/Strategic | 15% | 10% | 20% | 25% | ||||
Leadership/Governance | 15% | 10% | 20% | 10% |
Corporate Performance Measures. The three corporate performance measures apply to each of our named executive officers, though they are weighted differently depending upon the role of the named executive officer.
Revenue/Profit Performance Measure. The Revenue/Profit Performance Measure is based on achievement of Revenue, Adjusted EBITDA and Adjusted Diluted EPS, as further described above in the section entitled “Compensation Discussion and Analysis—Elements of Compensation—Short-Term Incentive Awards”. The LDC Committee set the targets for these metrics in line with the midpoints of our initial, pre-pandemic 2020 financial guidance, with threshold and maximum achievements set at 15% below and 15% above the targets, respectively. Although the Company adjusted its full-year 2020 financial guidance downward in April 2020 to reflect the then-expected impact of the COVID-19 pandemic, the LDC Committee did not approve adjustments to any previously established target under the Annual Plan. The following table sets forth the weighted payouts for each metric and aggregate payout for the metrics without accounting for the adjustment for the COVID-19 pandemic made by the LDC Committee.
Metric | Threshold (75%) | Target (100%) | Maximum (200%) | 2020 Actual Achievement | Unweighted Payout | Weight | Weighted Payout | |||||||||||||||||||||
Revenue1 | $ | 10,104 | $ | 11,888 | $ | 13,671 | $ | 11,359 | 93% | 37.5% | 35% | |||||||||||||||||
Adjusted EBITDA1 | $ | 2,204 | $ | 2,593 | $ | 2,981 | $ | 2,384 | 87% | 37.5% | 32% | |||||||||||||||||
Adjusted Diluted EPS | $ | 6.16 | $ | 7.25 | $ | 8.34 | $ | 6.42 | 81% | 25.0% | 20% | |||||||||||||||||
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| Final Payout | 87% |
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As further described above under the section entitled “Compensation Discussion and Analysis—2020 Compensation Determinations—Impact of COVID-19 on 2020 Financial Results”, the LDC Committee added back approximately one-third of the total impact of the COVID-19 pandemic when determining 2020 compensation awards. For Revenue/Profit Performance Measure, the adjustments affected the calculation of each of the metrics that underlie the Revenue/Profit Performance Measure and amounted to $245 million to Revenue, $84 million to Adjusted EBITDA and $0.32 to Adjusted Diluted EPS.
This adjustment resulted in the payout of the Revenue/Profit Performance Measure increasing from 87% to 93%, which given that the Revenue/Profit Performance Measure is weighted at between 35% -50% for our named executive officers, amounted to only approximately a 1% - 2% increase in their total Annual Plan awards. The adjusted results for the Revenue/Profit Performance Measure are detailed in the following table.
Metric | Threshold (75%) | Target (100%) | Maximum (200%) | 2020 Adjusted Achievement1 | Unweighted Payout | Weight | Weighted Payout | |||||||||||||||||||||
Revenue2 | $ | 10,104 | $ | 11,888 | $ | 13,671 | $ | 11,604 | 96% | 37.5% | 36% | |||||||||||||||||
Adjusted EBITDA2 | $ | 2,204 | $ | 2,593 | $ | 2,981 | $ | 2,468 | 92% | 37.5% | 34% | |||||||||||||||||
Adjusted Diluted EPS | $ | 6.16 | $ | 7.25 | $ | 8.34 | $ | 6.74 | 88% | 25.0% | 22% | |||||||||||||||||
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| Final Payout | 93% |
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Cash Flow Performance Measure. For 2020, the cash flow performance measure includes three metrics, each weighted equally: free cash flow (FCF), past due balances and days sales outstanding (DSO). These metrics were chosen by the LDC Committee based on the priorities of the management team at the onset of the pandemic, as described more fully below.
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The following table shows highlighted achievements for each of the metrics that comprise the Cash Flow Performance Measure. The LDC Committee’s view was that the Company performance with respect to the Cash Flow Performance Measure would have been outstanding in any year, but was particularly noteworthy given the impact of the pandemic. Based on these achievements, the LDC Committee assessed a normalized total score of 19 out of 20 points for the performance measure and, in accordance with the predetermined scorecard for this performance measure, assigned a final payout of 200%.
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Balance Sheet/Liquidity Performance Measure. For 2020, the balance sheet/liquidity performance measure includes four metrics, each weighted equally: net leverage, interest expense, debt maturities and repatriations. These metrics were chosen by the LDC Committee based on the priorities of the management team at the onset of the pandemic, as described more fully below.
The following table shows highlighted achievements for each of the metrics that comprise the Balance Sheet/Liquidity Performance Measure. The LDC Committee’s view was that the Company performance with respect to the Balance Sheet/Liquidity Measure would have been outstanding in any year, but was particularly noteworthy given the impact of the pandemic. Based on these achievements, the LDC Committee assessed a total score of 18 out of 20 points for the performance measure and, in accordance with the predetermined scorecard for this performance measure, assigned a final payout of 200%.
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Individual Performance Measures. The LDC Committee set individualized metrics for each named executive officer for the Strategic/Operational and Leadership/Governance Performance Measures, as detailed in the tables below, to capture key qualitative and quantitative objectives relevant to each executive that are important to the execution of the Company’s overall strategy and performance.
The following tables list key highlights from each named executive officer’s 2020 accomplishments for each individual performance measure metric:
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Based on these achievements, the LDC Committee assessed a total score of 19out of a possible 20 points for this performance measure.
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Based on these achievements, the LDC Committee assessed a total score of 20 out of a possible 20 points for this performance measure.
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Based on these achievements, the LDC Committee assessed a total score of 17 out of a possible 20 points for this performance measure.
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Based on these achievements, the LDC Committee assessed a total score of 18 out of a possible 20 points for this performance measure.
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Based on these achievements, the LDC Committee assessed a total score of 18 out of a possible 20 points for this performance measure.
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Based on these achievements, the LDC Committee assessed a total score of 17 out of a possible 20 points for this performance measure.
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Based on these achievements, the LDC Committee assessed a total score of 14 out of a possible 20 points for this performance measure.
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Based on these achievements, the LDC Committee assessed a total score of 17 out of a possible 20 points for this performance measure.
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Based on these achievements, the LDC Committee assessed a total score of 16 out of a possible 20 points for this performance measure.
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Based on these achievements, the LDC Committee assessed a total score of 17 out of a possible 20 points for this performance measure.
The LDC Committee and our Chief Executive Officer (except with respect to his own individual performance) evaluated the performance of each of our named executive officers as described above and determined scores for each individualized performance measure. Based on these scores, and in accordance with the predetermined scorecard for these performance measures, the LDC Committee assigned final payouts to each named executive officer for these individualized performance measures. The chart below sets forth each named executive officer’s payout for each of the Strategic/Operational Performance Measure and the Leadership/Governance Performance Measure.
Named Executive Officer | Strategic/Operational Performance Measure | Leadership/Governance Performance Measure | ||
Ari Bousbib | 192% | 200% | ||
Ronald E. Bruehlman | 180% | 200% | ||
W. Richard Staub, III | 190% | 200% | ||
Kevin C. Knightly | 138% | 200% | ||
Eric M. Sherbet | 170% | 200% | ||
Michael R. McDonnell | (1) | (1) |
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Target Incentive. Each of our named executive officers was eligible for an annual short-term incentive award in 2020 ranging from 0% to 200% of their target incentive. Other than for Mr. Bruehlman, who became a named executive officer in August 2020, the target short-term incentive opportunity (expressed as a percentage of base salary) for each of our named executive officers has not changed since 2018. The target short-term incentive opportunity for each of our named executive officers for 2020 under the Annual Plan was as follows:
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Individual Performance Adjustment. The LDC Committee’s ability to make individual performance adjustments for each named executive officer is an important tool that facilitates a recognition of the relative contributions to our financial and operational success during the year that the LDC Committee believes were not fully captured under the Annual Plan’s payout formula. Adjustments may be positive or negative, at the LDC Committee’s discretion, but upward adjustments are limited to no more than 1/6th of the final award for any named executive officer and in no event may an individual performance adjustment result in a named executive officer’s Formula-Based Payout Factor exceeding 200%. The LDC Committee approved the following individual performance adjustments:
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Named Executive Officer Short-Term Incentive Award Determinations. The table below summarizes the final Annual Plan payouts to our current named executive officers for 2020:
Named Executive Officer | Prorated Base Salary | x | Target Incentive | x | Formula- Based Performance Payout Factor | = | Calculated Payout | (+/-) | Individual Performance Adjustment | = | Final Payout | |||||||||||||||||||||||||||
Ari Bousbib | $ | 1,788,798 | 200% | 156% | $ | 5,575,197 | $ | 947,783 | $ | 6,522,980 | ||||||||||||||||||||||||||||
Ronald E. Bruehlman | $ | 359,508 | 100% | 155% | $ | 557,369 | $ | 111,474 | $ | 668,842 | ||||||||||||||||||||||||||||
W. Richard Staub, III | $ | 605,000 | 85% | 144% | $ | 739,469 | $ | 66,552 | $ | 806,021 | ||||||||||||||||||||||||||||
Kevin C. Knightly | $ | 550,000 | 85% | 131% | $ | 611,469 | $ | 48,918 | $ | 660,387 | ||||||||||||||||||||||||||||
Eric M. Sherbet | $ | 525,000 | 75% | 156% | $ | 615,852 | $ | 61,585 | $ | 677,437 |
The COVID-19 adjustment to 2020 Revenue, Adjusted EBITDA and Adjusted EPS described more fully under section entitled “Compensation Discussion and Analysis—2020 Compensation Determinations—Impact of COVID-19 on 2020 Financial Results” impacted the total payout amount for each of our named executive officers by no more than approximately 2%.
2020 LONG-TERM INCENTIVE AWARDS
Consistent with the process set forth under the sections above entitled “Compensation Discussion and Analysis—Compensation Philosophy” and “—Overview of our Executive Compensation Program”, 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 grant date value of long-term incentive awards granted to each named executive officer for a given year is based on an assessment of the individual’s position, role and responsibilities within the Company, the overall competitiveness of their total direct compensation opportunity, internal equity considerations and the current retentive value of the long-term incentive awards that remained unvested for each named executive officer. The LDC Committee also considers compensation peer group and other market data for a general understanding of competitive equity compensation practices and considers the impact of the grants on long-term incentive plan usage and share dilution. Additional information on the equity awards granted to our named executive officers in 2020 is set forth in the tables, and related footnotes, under the section above entitled “Compensation of our Named Executive Officers—2020 Grants of Plan-Based Awards”.
Awards Made in 2020. The LDC Committee met on February 11, 2020 to determine 2020 long-term incentive awards. When making the awards, the LDC Committee first determined the total grant date value of the award to be granted to each named executive officer and then delivered that value in two components: three-year performance shares representing 50% and SARs representing the remaining 50% of the total grant date value of the award, assuming target level achievement of applicable performance goals for performance shares, as set forth in the table below. The terms of each type of long-term incentive award are set forth above under “Compensation Discussion and Analysis—2020 Compensation Determinations—2020 Long-Term Incentive Awards”, which terms are generally applicable to long-term incentive awards granted in fiscal 2020 and in previous fiscal years.
Named Executive Officer | Performance Shares | SARs | ||||||
Ari Bousbib | $ | 8,316,609 | $ | 7,599,668 | ||||
Ronald E. Bruehlman1 |
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W. Richard Staub, III | $ | 831,555 | $ | 759,967 | ||||
Kevin C. Knightly | $ | 554,412 | $ | 506,649 | ||||
Eric M. Sherbet | $ | 831,555 | $ | 759,967 |
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The 2020-2022 performance share award provides for the grant of common stock at the end of the three-year performance period on the achievement of relative TSR and Adjusted Diluted EPS growth goals over that period, as follows:
Performance Metric | Weight | Threshold | Target | Maximum | ||||||||||||
3-Year Adjusted Diluted EPS Growth |
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3-Year TSR vs. S&P 500 (percentile) |
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The Adjusted Diluted EPS growth target for these 2020-2022 performance shares, as well as our 2019-2021 performance shares, is substantially consistent with the earnings growth trajectory reflected in the three-year financial guidance we disclosed at our 2019 Analyst and Investor conference. At that time, we said we expected continued double digit Adjusted Diluted EPS growth during the 2020-2022 period.
Chief Executive Officer Long-Term Incentive Award Determination. With respect to the determination of our Chief Executive Officer’s annual long-term incentive award in 2020, the LDC Committee considered all of the factors described above. For further details, see “Compensation Philosophy—Compensation of Chief Executive Officer”. In particular, the Board and the LDC Committee believe that, while compensation of our Chief Executive Officer and other named executive officers is strongly aligned with performance (2020 compensation of our Chief Executive Officer was 87.7% performance-linked), retention of our Chief Executive Officer is imperative to the Company’s success and informs the decisions of the Board and our LDC Committee regarding his annual long-term incentive awards.
The LDC Committee considers, among other factors, the value and vesting schedule of unvested awards and the proportion of unvested awards relative to total awards held by our Chief Executive Officer when considering long-term incentive awards granted to our Chief Executive Officer. In determining the long-term incentive award for our Chief Executive Officer in 2020, the LDC Committee considered the fact that 94% of the value associated with the outstanding equity awards held by our Chief Executive Officer as of early February 2020 would be fully vested or exercisable within approximately 12 months. In making its grant determination, the LDC Committee viewed this impending reduction in unvested awards as a substantial decrease in retention value, making it much easier for a competitor to recruit our Chief Executive Officer and provide him with less of a financial incentive to stay in the face of a potential higher offer from another company.
Performance Share Determinations for 2020. Performance share awards granted to our named executive officers on February 8, 2018 were based on IQVIA’s achievement of Adjusted Diluted EPS growth and Relative TSR goals during a three-year performance period, as described above in the section entitled “Compensation Discussion and Analysis—Elements of Compensation—Long-Term Incentive Awards”. The three-year performance period for the 2018-2020 performance shares ended on December 31, 2020. The number of performance shares that may be earned ranges from 0% of the 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. For results between these marks, the number of shares would be determined by linear interpolation.
As of March 31, 2020, prior to the significant impacts of the COVID-19 pandemic being felt on the Company’s operations, we were forecasting a CAGR for Adjusted Diluted EPS during the 2018—2020 performance period to be over 15%, which would have substantially exceeded the maximum of 12.8% for Adjusted Diluted EPS Growth and would have resulted in a weighted payout factor of 150% for this element of the performance shares formula. Given our TSR performance was at the 80th percentile, the total payout would have been at the 200% maximum level.
The LDC Committee determined that but for the pandemic, we would have, at a minimum, maintained that level of performance based on the Company’s upward sales and profit trajectories and financial forecasts immediately prior to the pandemic.
Key Considerations in Payout Determination. As described more fully above under the section entitled “Compensation Discussion and Analysis—2020 Compensation Determinations—Impact of COVID-19 on 2020 Financial Results”, the LDC Committee considered a number of factors when deciding how to address this overall impact. Key considerations included:
the extraordinary nature of the COVID-19 pandemic and its impact on the broader world economy and the healthcare services industry in particular
our named executive officers’ significant efforts to swiftly adapt during the pandemic to ensure the safety of our employees and preserve their jobs and compensation to the largest extent possible
keeping a focus on the well-being of our employees and the Company’s longer-term strategic objectives rather than prioritizing dramatic cuts and restructurings to achieve pre-pandemic short-term targets
management’s effectiveness in significantly improving the Company’s cash and liquidity position despite the pandemic
the sales and profit growth trajectory the Company was achieving immediately prior to the pandemic; and the rapid return to our sales and profit growth in the fourth quarter of 2020
the CAGR for Adjusted Diluted EPS during the 2018—2020 performance period was forecasted to be over 15% as of March 31, 2020, immediately prior to the significant impacts of the COVID-19 pandemic being felt on the Company’s operations, which would have substantially exceeded the maximum of 12.8% for Adjusted Diluted EPS Growth and would have resulted in a weighted payout factor of 150% for this element of the performance shares formula. Given our TSR performance was at the 80th percentile, the total payout would have been at the 200% maximum level
our strong stock performance in the fourth quarter as investors recognized the named executive officers’ excellent management of our business during the pandemic and strong growth expectations post-pandemic
the importance of making adjustments to retain and motivate our key executives given their tremendous efforts in light of the extraordinary nature of the pandemic
without any adjustment to 2020 Adjusted Diluted EPS, the Adjusted Diluted EPS growth target for our 2021-2023 performance shares granted in February 2021 would be based off an unusually depressed year because of the COVID-19 impact on 2020. This would have meant the target growth rate for these performance awards would have been far too easily achieved in light of the expected resumption of our growth trajectory in 2021. Accordingly, measuring growth from the unadjusted 2020 Adjusted Diluted EPS amount would have misaligned the interests of stockholders and management in driving long-term sustainable growth
at the beginning of the 2018-2020 performance period, in light of significant tax benefits the Company was anticipating receiving in 2018 as a result of the Tax Cuts and Jobs Act enacted in 2017 (the “Tax Act”), the LDC Committee applied the expected 2018 tax benefits to the 2017 Adjusted Diluted EPS to raise the base year Adjusted Diluted EPS used for calculating EPS growth during the 2018-2020 performance period; if this adjustment was not made, the target growth rates for these performance awards would have been more easily achieved
After considering the above factors, and consistent with its action on 2020 short-term incentive awards, the LDC approved an adjustment to reflect approximately one-third of the total impact of the COVID-19 pandemic when determining the payouts for the 2018-2020 performance shares. The adjustment was made by the LDC Committee based on its authority under the 2017 Plan to include or exclude any event that is unusual in nature or occurs infrequently and occurs during the applicable performance period. The adjustment, which benefited 2020 Adjusted Diluted EPS, was consistent with the approach the LDC Committee took in 2018 when it adjusted 2017 Adjusted Diluted EPS to increase the base year Adjusted Diluted EPS used to measure the CAGR during the 2018-2020 performance period, thus negating the benefit the Tax Act would have had on the growth rate.
The LDC Committee approved no other adjustments to any other outstanding performance share awards, and this adjustment was correspondingly added back to the 2020 Adjusted Diluted EPS base year for the purpose of setting the baseline for the 2021-2023 performance shares.
For the 2018-2020 performance shares, this adjustment affected the calculation of Adjusted Diluted EPS growth used in the determination of the awards’ final payout factor. There was no impact or adjustment to the calculation of Relative TSR.
The performance goals and results used to determine the final payout factor for the 2018-2020 performance shares were as follows:
Performance Metric | Weight | Threshold | Target | Maximum | Actual | Performance | Payout Factor | |||||||||||||||||||
3-Year Adjusted Diluted EPS Growth |
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Additional information on the vested value of the performance share awards earned by our named executive officers is set forth in the table and related footnotes below under “Compensation of Named Executive Officers—2020 Option Exercises and Stock Vested”.
We provide certain perquisites to our Chief Executive Officer each year pursuant to his employment agreement, all of which are considered compensation and subject to taxes. Our Chief Executive Officer receives reimbursement of reasonable expenses related to home security, financial and estate planning, tax preparation services, and executive physical exams in an annual amount not to exceed $50,000 in the aggregate; use of a Company-leased automobile and reimbursement of all related operating expenses; and personal use of corporate aircraft, subject to the business needs of the Company. We do not provide any tax gross-ups to our Chief Executive Officer in connection with any of these benefits.
We believe the cost of providing such perquisites in 20202021 was reasonable and represents a relatively small percentage of the executive’s overall compensation package.
PAY IS ALIGNED WITH PERFORMANCE
Executive Pay Mix for 2020. The vast majority of the targeted mix of compensation forperquisites provided to our Chief Executive Officer and other named executive officers that were in role for full year 2020 consisted of variable pay elements. This breakdown directly ties executive pay to our performance, including financial results, strategic initiatives2021 are summarized and stock performance. In addition, the LDC Committee believes that a significant percentage of our Chief Executive Officer’s target compensation package should consist of compensation that aligns with our compensation philosophy of appropriately balancing risk and motivating our executive officers to achieve Company performance objectivesreported in the short term2021 Summary Compensation Table below in the section entitled “Compensation of Named Executive Officers.”
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In addition, most of our named executive officers’ incentive compensation is tilted toward long-term awards, which further aligns compensation with long-term Company performance.
Fiscal 2020 short-term vs. long-term incentive compensation
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, their achievement of short- and long-term goals that are integral to our strategy.
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Recovery ProvisionsRIGOROUS ACCOUNTABILITY, RISK-MITIGATION AND RECOVERY PROVISIONS
Share Under our share ownership guidelines established by the LDC Committee, our named executive officers are expected to own shares of our stock with a value equal to at least the ownership guidelines.Ownership Guidelinesfollowing multiples of their annual base salaries:
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Our share ownership guidelines are designed to increase each named executive officer’s ownership stake in usIQVIA and align their interests with the interests of our stockholders.
For purposes of the policy,share ownership guidelines, shares are treated as owned if they are owned directly, held through the named executive officer’s account under our retirement plans, or if they are underlying unvested time-based restricted stock unit awards or unvested time-based restricted stock awards. Shares are not counted as owned for purposes of our share ownership guidelines if they are underlying any unvested
IQVIA HOLDINGS INC. 2022 Proxy Statement | 79 |
performance shares or other performance-based awards or underlying any stock option award or stock appreciation rightsSAR award, whether or not vested. While there is no set period in which these ownership levels must be met, individualsofficers covered by the guidelines including our named executive officers, are required to retain at least 50% of the shares, net of applicable tax withholding and payment of exercise price (if applicable), receivedthey receive upon the vesting of long-term incentive awards or the exercise of stock options or stock appreciation rights,SARs, until thesethe share ownership guidelines are met.
We maintain a formal recoupment, or “clawback,” policy for the recovery of incentive-based compensation paid to current and former executive officers, among others, on the basis of financial results that are subsequently restated as a result of misconduct or material noncompliance with financial reporting requirements under GAAP and SEC rules, Clawback
Policypolicy.andor in the event of a breach of restrictive covenants. The Board administers this policy with respect to executive officers and has the sole discretion to invoke the policy and direct the Company to recover incentive-based compensation received by such persons on the basis of the restatement or misconduct event.
Risk Assessment
RISK ASSESSMENT
In designing executive compensation, the LDC Committee seeks to create incentives to promote our long-term business success without encouraging undue risk taking. As part of its program design, the LDC Committee’s external compensation consultant performs a risk assessment annually. In 2021, consistent with prior years, the external compensation consultant did not identify any areas of concern in our executive compensation program. The LDC Committee has reviewed our compensation programs, including the external compensation consultants’ risk assessment reports, and has concluded that the risks arising from them are not reasonably likely to have a material adverse effect on us. We do not believe that our compensation programs generally, including the executive compensation program, encourage excessive or inappropriate risk-taking. While appropriate risk-taking is a necessary component of growing a business, the LDC Committee and management have focused on aligning our compensation policies with our long-term interests and avoiding short-term rewards for management and employee decisions that could pose undue long-term risks.
Tax Deductibility
TAX DEDUCTIBILITY
Section 162(m) of the Internal Revenue Code limits the deductibility of compensation paid to certain individuals, including certain current and former executive officers, to $1 million per year. Prior to a change in the tax law in late 2017, certain performance-based compensation awarded or paid by the Company, such as stock appreciation rights and, in some cases, performance shares and annual incentive plan awards, had been eligible to not be limited as to deductibility under such Section 162(m) (if certain requirements had been met). After the change in tax law, as a general matter, all such compensation and other compensation paid to individuals covered by Section 162(m) will be subject to the limitation on deductibility, subject to limited grandfathering exceptions for certain compensation paid pursuant to written binding contracts in effect on November 2, 2017, and not materially modified after such date. The LDC Committee believes that its primary responsibility is to providedesign and administer an executive compensation program that meets the Company’s objectives, described above, and that stockholder interests are best served if it retains flexibility and discretion to approve compensation arrangements even if they may not qualify for full or partial tax deductibility and to amend existing arrangements even if such amendment could result in a loss or limitation of deductibility. Therefore, the LDC Committee has approved compensation arrangements for executive officers that did not qualify for full tax deductibility due to Section 162(m), and will continue to do so in the future.
IQVIA HOLDINGS INC. | 80 |
Compensation Committee |
The LDC Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on such review and discussions, the LDC Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into our 20202021 Annual Report for filing with the SEC.
Ronald A. Rittenmeyer, Chair
Carol J. Burt
John P. Connaughton
John G. Danhakl
Todd B. Sisitsky
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IQVIA HOLDINGS INC. | 81 |
Compensation of Named Executive Officers
2021 Summary Compensation
of Named Executive Officers
Table2020 SUMMARY COMPENSATION TABLE
The following table presents summary information regarding the compensation awarded to, earned by, or paid to each of our named executive officers for services rendered to us in all capacities for the fiscal years ended December 31, 2021, 2020 2019 and 2018,2019, if the named executive officer was an executive officer in that fiscal year.
Year | Salary(1) ($) | Bonus ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Non- Qualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | ||||||||||||||||||||||||
Ari Bousbib |
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Chairman and Chief Executive Officer |
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2020 | 1,643,333 | — | 8,316,609 | 7,599,668 | 6,522,980 | 898,824 | 594,572 | 25,575,986 | ||||||||||||||||||||||||
2019 | 1,684,470 | — | 6,599,377 | 6,026,709 | 6,600,000 | 583,877 | 645,343 | 22,139,776 | ||||||||||||||||||||||||
2018 | 1,600,000 | — | 3,911,254 | 3,637,456 | 6,300,000 | 476,553 | 536,516 | 16,461,779 | ||||||||||||||||||||||||
Ronald E. Bruehlman |
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Executive Vice President, Chief Financial Officer |
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2020 | 358,333 | — | 2,699,926 | — | 668,842 | 55,892 | 145,378 | 3,928,371 | ||||||||||||||||||||||||
W. Richard Staub, III |
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President, Research & Development Solutions |
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2020 | 584,833 | — | 831,555 | 759,967 | 806,021 | — | 62,289 | 3,044,665 | ||||||||||||||||||||||||
2019 | 596,050 | — | 659,961 | 602,661 | 720,000 | — | 62,487 | 2,641,159 | ||||||||||||||||||||||||
2018 | 578,550 | — | 521,475 | 484,991 | 615,000 | — | 43,041 | 2,243,057 | ||||||||||||||||||||||||
Kevin C. Knightly |
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President, Technology & Commercial Solutions |
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2020 | 531,667 | — | 554,412 | 506,649 | 660,387 | 260,056 | 37,293 | 2,550,464 | ||||||||||||||||||||||||
2019 | 542,500 | — | 659,961 | 602,661 | 600,000 | 173,261 | 35,366 | 2,613,749 | ||||||||||||||||||||||||
2018 | 517,500 | — | 521,475 | 484,991 | 575,000 | 57,865 | 33,351 | 2,190,182 | ||||||||||||||||||||||||
Eric M. Sherbet |
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Executive Vice President, General Counsel and Secretary |
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2020 | 507,500 | — | 831,555 | 759,967 | 677,437 | — | 51,075 | 2,827,534 | ||||||||||||||||||||||||
2019 | 515,000 | — | 659,961 | 602,661 | 550,000 | — | 41,537 | 2,369,159 | ||||||||||||||||||||||||
2018 | 415,833 | — | 294,676 | 275,003 | 350,000 | — | 63,939 | 1,399,451 | ||||||||||||||||||||||||
Michael R. McDonnell |
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Former Executive Vice President, Chief Financial Officer |
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2020 | 371,292 | — | 887,111 | 810,615 | — | — | 15,685 | 2,084,703 | ||||||||||||||||||||||||
2019 | 660,000 | — | 824,866 | 753,325 | 645,000 | — | 64,852 | 2,948,043 | ||||||||||||||||||||||||
2018 | 650,000 | — | 651,772 | 606,223 | 600,000 | — | 58,560 | 2,566,555 |
Year | Salary ($)(1) |
| Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) |
Ari Bousbib Chairman and Chief Executive Officer | |||||||||
2021 | 1,800,000 |
| — | 14,108,891 | 4,425,579 | 7,200,000 | 535,539 | 545,842 | 28,615,851 |
2020 | 1,643,333 |
| — | 8,316,609 | 7,599,668 | 6,522,980 | 898,824 | 594,572 | 25,575,986 |
2019 | 1,684,470 |
| — | 6,599,377 | 6,026,709 | 6,600,000 | 583,877 | 645,343 | 22,139,776 |
Ronald E. Bruehlman Executive Vice President, Chief Financial Officer | |||||||||
2021 | 872,900 |
| — | 3,919,001 | 1,229,325 | 1,742,849 | 95,462 | 54,629 | 7,914,166 |
2020 | 358,333 | (1) | — | 2,699,926 | — | 668,842 | 55,892 | 145,378 | 3,928,371 |
W. Richard Staub, III President, Research & Development Solutions | |||||||||
2021 | 614,075 |
| — | 1,410,793 | 442,539 | 1,026,297 | — | 69,961 | 3,563,665 |
2020 | 584,833 |
| — | 831,555 | 759,967 | 806,021 | — | 62,289 | 3,044,665 |
2019 | 596,050 |
| — | 659,961 | 602,661 | 720,000 | — | 62,487 | 2,641,159 |
Kevin C. Knightly President, Technology & Commercial Solutions | |||||||||
2021 | 558,250 |
| — | 1,175,576 | 368,783 | 849,315 | 91,344 | 44,716 | 3,087,984 |
2020 | 531,667 |
| — | 554,412 | 506,649 | 660,387 | 260,056 | 37,293 | 2,550,464 |
2019 | 542,500 |
| — | 659,961 | 602,661 | 600,000 | 173,261 | 35,366 | 2,613,749 |
Eric M. Sherbet Executive Vice President, General Counsel and Secretary | |||||||||
2021 | 532,875 |
| — | 1,254,104 | 393,368 | 776,511 | — | 60,306 | 3,017,164 |
2020 | 507,500 |
| — | 831,555 | 759,967 | 677,437 | — | 51,075 | 2,827,534 |
2019 | 515,000 |
| — | 659,961 | 602,661 | 550,000 | — | 41,537 | 2,369,159 |
IQVIA HOLDINGS INC. 2022 Proxy Statement | 82 |
(1) Salary information for Mr. Bruehlman in 2020 reflects amounts paid |
(2) | Amounts reflect the aggregate grant date fair value of time-based RSU awards and/or performance shares |
Sherbet.
(3) | Amounts reflect the aggregate grant date fair value for each SAR award granted in the relevant fiscal year as computed in accordance with ASC 718, excluding the impact of estimated forfeitures. Assumptions used in the calculation of these amounts in |
(4) | Amounts for |
(5) |
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Change in Present Value of Pension Benefit | ||||||||||||||||
Name | Due to additional accruals ($) | Due to change in actuarial assumptions ($) | Total ($) | Above Market Interest on Deferred Compensation ($) | ||||||||||||
Ari Bousbib |
| 556,571 |
| 342,253 |
| 898,824 |
| — |
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Ronald E. Bruehlman | 24,174 | 31,718 | 55,892 | — | ||||||||||||
Kevin C. Knightly |
| 101,638 |
| 147,186 |
| 248,824 |
| 11,232 |
Name | Change in Present Value of Pension Benefit | Above Market Interest on Deferred Compensation ($) | ||
Due to additional accruals ($) | Due to change in actuarial assumptions ($) | Total ($) | ||
Ari Bousbib | 596,488 | (60,949) | 535,539 | — |
Ronald E. Bruehlman | 102,348 | (6,886) | 95,462 | — |
Kevin C. Knightly | 110,648 | (24,576) | 86,072 | 5,272 |
(6) |
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The following table details the components of the amounts reflected in the “All Other Compensation” column of the Summary Compensation Table for each of our named executive officers for the fiscal year ended December 31, 2020.
Name | Life Insurance Premiums/ Other Benefits ($) | Matching Contributions to 401(k)(1) ($) | Savings Equalization Plan Matching Contribution(2) ($) | Consulting ($) | Other Perquisites(4) ($) | Total ($) | ||||||||||||||||||
Ari Bousbib |
| 4,902 |
| 8,550 |
| 247,110 |
| — |
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| 334,010 |
| 594,572 | |||||||||||
Ronald E. Bruehlman |
| 3,135 |
| 8,550 |
| 3,133 |
| 130,560 |
| — |
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| 145,378 | |||||||||||
W. Richard Staub, III |
| 4,881 |
| 12,825 |
| 44,583 |
| — |
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| 62,289 | ||||||||||
Kevin C. Knightly |
| 4,902 |
| 7,917 |
| 24,474 |
| — |
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| 37,293 | ||||||||||
Eric M. Sherbet |
| 4,902 |
| 12,825 |
| 33,348 |
| — |
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| 51,075 | ||||||||||
Michael R. McDonnell |
| 2,860 |
| 12,825 |
| — |
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| 15,685 |
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the applicable tax-qualified 401(k) plan under the plan’s matching contribution formula if not for certain limits applicable to tax-qualified plans under the Internal Revenue |
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IQVIA HOLDINGS INC. 2022 Proxy Statement | 83 |
Back to Contents2020 GRANTS OF PLAN-BASED AWARDS
The following table sets forth information regarding plan-based awards made to each of our named executive officers during 2020.2021.
Committee Action Date | Estimated Future Payouts Under Non-Equity Incentive Plan |
Estimated Future Payouts Under Equity Incentive Plan Awards(4) | All Other Stock Awards: Number of Shares of Stock or Units(5) (#) | All Other Option Awards: Number of Securities Underlying Options(6) (#) | Exercise or Base Price of Option Awards(7) ($) | Grant Date Fair Value of Stock and Option Awards(8) ($) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Threshold(2) ($) | Target ($) | Maximum(3) ($) | Threshold (#) | Target (#) | Maximum (#) | |||||||||||||||||||||||||||||||||||||||||||||||||||||
Ari Bousbib | — | — | — | 3,600,000 | 7,200,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
2/11/2020 | 2/11/2020 | — | — | — | 23,447 | 46,895 | 93,790 | — | — | — | 8,316,609 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/11/2020 | 2/11/2020 |
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| — | 224,040 | 161.70 | 7,599,668 | |||||||||||||||||||||||||||||||||||||||
Ronald E. Bruehlman | — | — | — | 860,000 | 1,720,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
| 8/3/2020 | 7/27/2020 |
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| 16,751 | — | — | 2,699,926 | |||||||||||||||||||||||||||||||||||||||
W. Richard Staub, III | — | — | — | 514,250 | 1,028,500 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
2/11/2020 | 2/11/2020 | — | — | — | 2,344 | 4,689 | 9,378 | — | — | — | 831,555 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/11/2020 | 2/11/2020 |
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| — | 22,404 | 161.70 | 759,967 | |||||||||||||||||||||||||||||||||||||||
Kevin C. Knightly | — | — | — | 467,500 | 935,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
2/11/2020 | 2/11/2020 | — | — | — | 1,563 | 3,126 | 6,252 | — | — | — | 554,412 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/11/2020 | 2/11/2020 |
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| — | 14,936 | 161.70 | 506,649 | |||||||||||||||||||||||||||||||||||||||
Eric Sherbet | — | — | — | 393,750 | 787,500 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
2/11/2020 | 2/11/2020 | — | — | — | 2,344 | 4,689 | 9,378 | — | — | — | 831,555 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/11/2020 | 2/11/2020 |
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| — | 22,404 | 161.70 | 759,967 | |||||||||||||||||||||||||||||||||||||||
Michael R. McDonnell | — | — | — | 569,500 | 1,139,000 | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
2/11/2020 | 2/11/2020 | — | — | — | 2,501 | 5,002 | 10,004 | — | — | — | 887,111 | |||||||||||||||||||||||||||||||||||||||||||||||||
| 2/11/2020 | 2/11/2020 |
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| — | 23,897 | 161.70 | 810,615 |
Name | Grant Date | Committee Action Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) |
| Estimated Future Payouts Under Equity Incentive Plan Awards(4) | All Other Stock Awards: Number of Shares of Stock or Units (#)(5) | All Other Option Awards: Number of Securities Underlying Options (#)(6) | Exercise or Base Price of Option Awards ($)(7) | Grant Date Fair Value of Stock and Option Awards ($)(8) | ||||
Threshold ($)(2) | Target ($) | Maximum ($)(3) | Threshold (#) | Target (#) | Maximum (#) | ||||||||
Ari Bousbib |
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| — | — | — | 3,600,000 | 7,200,000 |
| — | — | — | — | — | — | — |
| 2/9/2021 | 2/9/2021 | — | — | — |
| 24,075 | 48,151 | 96,302 | — | — | — | 9,683,424 |
| 2/9/2021 | 2/9/2021 | — | — | — |
| — | — | — | 24,075 | — | — | 4,425,467 |
| 2/9/2021 | 2/9/2021 | — | — | — |
| — | — | — | — | 96,124 | 183.82 | 4,425,579 |
Ronald E. Bruehlman |
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| — | — | — | 885,800 | 1,771,600 |
| — | — | — | — | — | — | — |
| 2/9/2021 | 2/9/2021 | — | — | — |
| 6,687 | 13,375 | 26,750 | — | — | — | 2,689,797 |
| 2/9/2021 | 2/9/2021 | — | — | — |
| — | — | — | 6,687 | — | — | 1,229,204 |
| 2/9/2021 | 2/9/2021 | — | — | — |
| — | — | — | — | 26,701 | 183.82 | 1,229,325 |
W. Richard Staub, III |
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| — | — | — | 529,678 | 1,059,356 |
| — | — | — | — | — | — | — |
| 2/9/2021 | 2/9/2021 | — | — | — |
| 2,407 | 4,815 | 9,630 | — | — | — | 968,338 |
| 2/9/2021 | 2/9/2021 | — | — | — |
| — | — | — | 2,407 | — | — | 442,455 |
| 2/9/2021 | 2/9/2021 | — | — | — |
| — | — | — | — | 9,612 | 183.82 | 442,539 |
Kevin C. Knightly |
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| — | — | — | 481,525 | 963,050 |
| — | — | — | — | — | — | — |
| 2/9/2021 | 2/9/2021 | — | — | — |
| 2,006 | 4,012 | 8,024 | — | — | — | 806,833 |
| 2/9/2021 | 2/9/2021 | — | — | — |
| — | — | — | 2,006 | — | — | 368,743 |
| 2/9/2021 | 2/9/2021 | — | — | — |
| — | — | — | — | 8,010 | 183.82 | 368,783 |
Eric M. Sherbet |
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| — | — | — | 405,563 | 811,126 |
| — | — | — | — | — | — | — |
| 2/9/2021 | 2/9/2021 | — | — | — |
| 2,140 | 4,280 | 8,560 | — | — | — | 860,729 |
| 2/9/2021 | 2/9/2021 | — | — | — |
| — | — | — | 2,140 | — | — | 393,375 |
| 2/9/2021 | 2/9/2021 | — | — | — |
| — | — | — | — | 8,544 | 183.82 | 393,368 |
(1) Represents annual cash incentive award opportunities granted under the Annual Plan. As described in “Compensation Discussion and Analysis—2021 Short-Term Incentive Awards” above, each named executive officer was eligible to receive a target annual incentive equal to a percentage of his annual base salary. The actual amount paid to our named executive officers under the Annual Plan for 2021 is included in the Summary Compensation Table above, in the column labeled “Non-Equity Incentive Plan Compensation.” (2) Under the Annual Plan, amounts shown in the “threshold” column assume our LDC Committee exercises its discretion to authorize the lowest possible award (or $0) for each named executive officer. See “Compensation Discussion and Analysis—2021 Compensation Determinations—2021 Short-Term Incentive Awards.” (3) Under the Annual Plan, amounts shown in the “Maximum” column represent 200% of the named executive officers’ target award amount. See “Compensation Discussion and Analysis— 2021 Compensation Determinations —2021 Short-Term Incentive Awards.” (4) Represents performance shares granted in 2021. See “Compensation Discussion and Analysis— 2021 Compensation Determinations —2021 Long-Term Incentive Awards.” |
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(5) |
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Consists of the number of time-based |
Consists of the number of time-based SARs granted in 2021, which vest over three years in three equal installments beginning on the first anniversary of the grant date. See “Compensation Discussion and Analysis— 2021 Compensation Determinations —2021 Long-Term Incentive Awards.”
(7) | The exercise price is equal to the closing price per share of our common stock on the grant date, as reported on the NYSE. |
(8) | Reflects the grant date fair value of equity awards granted in |
We have entered into agreements with Messrs. Bousbib, Bruehlman, Staub and Sherbet governing the terms of their employment. The material terms of each of the agreements with these named executive officers are described below. Each of the agreements also provides for certain payments and benefits to which the named executive officer may be entitled in connection with a termination of employment or upon a change in control, which are described below under “—Potential Payments Upon Termination or Change in Control”.Narrative
Plan-Based Awards TabledisclosureDisclosure to summary compensation tableSummary Compensation Table and 2020 grants2021 Grants of plan-based awards table.
Our employment agreement with our Chief Executive Officer Determinations—Retirement, Perquisites and Termination Benefits— The employment agreement further provides for certain restrictive covenants in favor of the Company, including a covenant not to compete with us or to solicit our clients or employees during and for 24 months following termination of his employment with us.Employment Agreement with
ourOur Chief Executive Officer.In February 2019, we amended and restated theOfficerreplacing and superseding his prior employment agreement, which was most recently amended and restated in July 2018. The amended and restated agreement increased our Chief Executive Officer’sprovides for a base salary and provided that his outstanding long-term incentive awards would remain outstanding and eligible for vesting, subject to certain limitations, in the event of his retirement from the Company, but otherwise preserved the terms and conditions of his existing agreement. Our Chief Executive Officer’s employment agreement has a three-year term, commencing July 26, 2018, with automatic one-year renewals thereafter unless either party gives a notice of non-renewalis currently set at least sixty days in advance. Under the amended employment agreement, our Chief Executive Officer’s annual base salary is $1.7 million, which has since been increased to $1.8 million and is subject to annual review. Pursuant to the agreement, he remainsis eligible to receive an annual bonus with a target amount of 200% of his annual base salary. Pursuant to his employment agreement,In addition, our Chief Executive Officer is entitledeligible to participate in our savings, retirement and health and welfare plans, and certain deferred compensation plans and our long-term incentive plan in accordance with their terms, and he is also entitled toprovided certain perquisites, as described more fully under “Compensation Discussion and Analysis—2021 CompensationPerquisites”,Perquisites,” and in note 6 to the “2019“2021 Summary Compensation Table”, above. The employment agreement also includesrenews annually on July 26th for a further one-year term unless either party gives notice of non-renewal at least sixty days in advance.
We have a letter agreement with Mr. Bruehlman Agreements with Mr.
Bruehlman.In August 2020, we entered intoBruehlmanin connection with his appointment as our Executive Vice President, Chief Financial Officer, effective August 1, 2020.that provides for a base salary that is currently set at $885,800 and is subject to annual review. The letter agreement does not specify a term of employment, and either we or Mr. Bruehlman may terminate the employment relationship at any time for any reason. Under hisPursuant to the letter agreement, Mr. Bruehlman’s initial annual base salary was $860,000, his target annual bonus is 100% of his annual base salarysalary; and he is also entitledeligible to participate in our savings, retirement and welfare plans and long-term incentive plan in accordance with their terms. Under his letter agreement, Mr. Bruehlman was also entitled to a long-term incentive award with a grant date value of $2,700,000 effective as of August 3, 2020.
Mr. Bruehlman is also subject to a Non-Competition Agreementnon-competition agreement that includes, among other things, provisions regarding non-competition and non-solicitation of customers and employees for 12 months following his termination of employment for any reason.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 85 |
We have a letter agreement with Mr. Staub in connection with his appointment as President, Research & Development Solutions.that provides for a base salary that is currently set at $623,150 and is subject to annual review. The letter agreement does not specify a term of employment, and either we or Mr. Staub may terminate the employment relationship at any time for any reason. Under hisPursuant to the letter agreement, Mr. Staub’s initial annual base salary was $540,000, which has since been increased to $605,000, hisBruehlman’s target annual bonus is 85% of his annual base salary,salary; and he is entitledalso eligible to participate in our savings, retirement and welfare plans and long-term incentive plan in accordance with their terms.
Mr. Staub is also subject to a Non-Competition Agreementnon-competition agreement that includes, among other things, provisions regarding non-competition and non-solicitation of customers and employees for 24 months following his termination of employment for any reason.
We have a letter agreement with Mr. Sherbet Agreements with Mr. Sherbet
. In January 2018, we entered intoin connection with his appointment as our Executive Vice President, General Counselthat provides for a base salary that is currently set at $540,750 and Secretary, effective March 1, 2018.is subject to annual review. The letter agreement does not specify a term of employment, and either we or Mr. Sherbet may terminate the employment relationship at any time for any reason. Under hisPursuant to the letter agreement, Mr. Sherbet’s initial annual base salary was $490,000, which has since been increased to $525,000, his target annual bonus is 75% of his annual base salarysalary; and he is also entitledeligible to participate in our savings, retirement and welfare plans and long-term incentive plan in accordance with their terms.
Mr. Sherbet is also subject to a Non-Competition Agreementnon-competition agreement that includes, among other things, provisions regarding non-competition and non-solicitation of customers and employees for 12 months following his termination of employment for any reason.
IQVIA HOLDINGS INC. | 86 |
Outstanding Equity Awards at Fiscal Year-End for 2021
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END FOR 2020
The following table sets forth information regarding long-term incentive awards held by our named executive officers as of December 31, 2020.2021.
Option/SAR Awards | Stock Awards | |||||||||||||||||||||||||||||||||||||||||||
Name | Grant Date | Number of Securities Underlying Unexercised Options / SARs (exercisable) (#) | Number of Securities Underlying Unexercised Options/SARs (unexercisable) (#)(3) | Equity Incentive Awards: Number of Securities Underlying Unexercised Unearned Options/ SARs (#) | Option/ SARs Exercise Price ($) | Option/ SARs Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#)(3) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units or Other Rights That Have Not Vested(1)(2) ($) | ||||||||||||||||||||||||||||||||||
Ari Bousbib | 2/10/2015 | 82,847 | - | - | 65.16 | 2/10/2025 | - | - | - | - | ||||||||||||||||||||||||||||||||||
2/2/2016 | 127,592 | - | - | 59.90 | 2/2/2026 | - | - | - | - | |||||||||||||||||||||||||||||||||||
2/2/2017 | 156,206 | - | - | 78.21 | 2/2/2027 | - | - | - | - | |||||||||||||||||||||||||||||||||||
2/8/2018 | 106,971 | 53,486 | - | 95.23 | 2/8/2028 | - | - | - | - | |||||||||||||||||||||||||||||||||||
2/13/2019 | 61,454 | 122,910 | - | 131.82 | 2/13/2029 | - | - | - | - | |||||||||||||||||||||||||||||||||||
2/11/2020 | - | 224,040 | - | 161.70 | 2/11/2030 | - | - | - | - | |||||||||||||||||||||||||||||||||||
2/2/2017 | - | - | - | - | - | 127,292 | 22,806,908 | - | - | |||||||||||||||||||||||||||||||||||
2/13/2019 | - | - | - | - | - | - | - | 45,571 | 8,164,956 | |||||||||||||||||||||||||||||||||||
| 2/11/2020 | - | - | - | - | - |
|
|
| - | - | 46,895 | 8,402,177 | |||||||||||||||||||||||||||||||
Ronald E. Bruehlman | 8/3/2020 | - | - | - | - | - |
|
|
| 16,751 | 3,001,277 | - | - | |||||||||||||||||||||||||||||||
W. Richard Staub, III | 2/8/2018 | - | 7,132 | - | 95.23 | 2/8/2028 | - | - | - | - | ||||||||||||||||||||||||||||||||||
2/13/2019 | - | 12,291 | - | 131.82 | 2/13/2029 | - | - | - | - | |||||||||||||||||||||||||||||||||||
2/11/2020 | - | 22,404 | - | 161.70 | 2/11/2030 | - | - | - | - | |||||||||||||||||||||||||||||||||||
2/13/2019 | - | - | - | - | - | - | - | 4,557 | 816,478 | |||||||||||||||||||||||||||||||||||
| 2/11/2020 | - | - | - | - | - |
|
|
| - | - | 4,689 | 840,128 | |||||||||||||||||||||||||||||||
Kevin C. Knightly | 2/10/2015 | 8,284 | - | - | 65.16 | 2/10/2025 | - | - | - | - | ||||||||||||||||||||||||||||||||||
2/2/2016 | 10,207 | - | - | 59.90 | 2/2/2026 | - | - | - | - | |||||||||||||||||||||||||||||||||||
2/2/2017 | 18,224 | - | - | 78.21 | 2/2/2027 | - | - | - | - | |||||||||||||||||||||||||||||||||||
2/8/2018 | 14,262 | 7,132 | - | 95.23 | 2/8/2028 | - | - | - | - | |||||||||||||||||||||||||||||||||||
2/13/2019 | 6,145 | 12,291 | - | 131.82 | 2/13/2029 | - | - | - | - | |||||||||||||||||||||||||||||||||||
2/11/2020 | - | 14,936 | - | 161.70 | 2/11/2030 | - | - | - | - | |||||||||||||||||||||||||||||||||||
2/13/2019 | - | - | - | - | - | - | - | 4,557 | 816,478 | |||||||||||||||||||||||||||||||||||
| 2/11/2020 | - | - | - | - | - |
|
|
| - | - | 3,126 | 560,085 | |||||||||||||||||||||||||||||||
Eric M. Sherbet | 3/1/2018 | 7,913 | 3,957 | - | 97.20 | 3/1/2028 | - | - | - | - | ||||||||||||||||||||||||||||||||||
2/13/2019 | 6,145 | 12,291 | - | 131.82 | 2/13/2029 | - | - | - | - | |||||||||||||||||||||||||||||||||||
2/11/2020 | - | 22,404 | - | 161.70 | 2/11/2030 | - | - | - | - | |||||||||||||||||||||||||||||||||||
2/13/2019 | - | - | - | - | - | - | - | 4,557 | 816,478 | |||||||||||||||||||||||||||||||||||
| 2/11/2020 | - | - | - | - | - |
|
|
| - | - | 4,689 | 840,128 |
Name | Grant Date | Option/SAR Awards |
| Stock Awards | |||||||
Number of Securities Underlying Unexercised Options/ SARs (exercisable) (#) | Number of Securities Underlying Unexercised Options/SARs (unexercisable) (#)(3) | Equity Incentive Awards: Number of Securities Underlying Unexercised Unearned Options/ SARs (#) | Option/ SARs Exercise Price ($) | Option/ SARs Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Units or Other Rights That Have Not Vested ($)(1)(2) | |||
Ari Bousbib | 2/10/2015 | 82,847 | — | — | 65.16 | 2/10/2025 |
| — | — | — | — |
2/2/2016 | 127,592 | — | — | 59.90 | 2/2/2026 |
| — | — | — | — | |
2/2/2017 | 156,206 | — | — | 78.21 | 2/2/2027 |
| — | — | — | — | |
2/8/2018 | 160,457 | — | — | 95.23 | 2/8/2028 |
| — | — | — | — | |
2/13/2019 | 122,909 | 61,455 | — | 131.82 | 2/13/2029 |
| — | — | — | — | |
2/11/2020 | 74,680 | 149,360 | — | 161.70 | 2/11/2030 |
| — | — | — | — | |
2/9/2021 | — | 96,124 | — | 183.82 | 2/9/2031 |
| — | — | — | — | |
2/11/2020 | — | — | — | — | — |
| — | — | 46,895 | 13,230,955 | |
| 2/9/2021 | — | — | — | — | — |
| 24,075 | 6,792,521 | 48,151 | 13,585,323 |
Ronald E. Bruehlman | 2/9/2021 | — | 26,701 | — | 183.82 | 2/9/2031 |
| — | — | — | — |
8/3/2020 | — | — | — | — | — |
| 11,168 | 3,150,940 | — | — | |
| 2/9/2021 | — | — | — | — | — |
| 6,687 | 1,886,670 | 13,375 | 3,773,623 |
W. Richard Staub, III | 2/8/2018 | 7,132 | — | — | 95.23 | 2/8/2028 |
| — | — | — | — |
2/13/2019 | 6,145 | 6,146 | — | 131.82 | 2/13/2029 |
| — | — | — | — | |
2/11/2020 | 7,468 | 14,936 | — | 161.70 | 2/11/2030 |
| — | — | — | — | |
2/9/2021 | — | 9,612 | — | 183.82 | 2/9/2031 |
| — | — | — | — | |
2/11/2020 | — | — | — | — | — |
| — | — | 4,689 | 1,322,954 | |
2/9/2021 | — | — | — | — | — |
| 2,407 | 679,111 | 4,815 | 1,358,504 | |
Kevin C. Knightly | 2/10/2015 | 8,284 | — | — | 65.16 | 2/10/2025 |
| — | — | — | — |
2/2/2016 | 10,207 | — | — | 59.90 | 2/2/2026 |
| — | — | — | — | |
2/2/2017 | 18,224 | — | — | 78.21 | 2/2/2027 |
| — | — | — | — | |
2/8/2018 | 21,394 | — | — | 95.23 | 2/8/2028 |
| — | — | — | — | |
2/13/2019 | 12,290 | 6,146 | — | 131.82 | 2/13/2029 |
| — | — | — | — | |
2/11/2020 | 4,978 | 9,958 | — | 161.70 | 2/11/2030 |
| — | — | — | — | |
2/9/2021 | — | 8,010 | — | 183.82 | 2/9/2031 |
| — | — | — | — | |
2/11/2020 | — | — | — | — | — |
| — | — | 3,126 | 881,970 | |
| 2/9/2021 | — | — | — | — | — |
| 2,006 | 565,973 | 4,012 | 1,131,946 |
Eric M. Sherbet | 3/1/2018 | 11,870 | — | — | 97.20 | 3/1/2028 |
| — | — | — | — |
2/13/2019 | 12,290 | 6,146 | — | 131.82 | 2/13/2029 |
| — | — | — | — | |
2/11/2020 | 7,468 | 14,936 | — | 161.70 | 2/11/2030 |
| — | — | — | — | |
2/9/2021 | — | 8,544 | — | 183.82 | 2/9/2031 |
| — | — | — | — | |
| 2/11/2020 | — | — | — | — | — |
| — | — | 4,689 | 1,322,954 |
2/9/2021 | — | — | — | — | — |
| 2,140 | 603,780 | 4,280 | 1,207,559 | |
(1) The values shown equal the number of shares or units multiplied by $282.14, the closing price of a share of our common stock on December 31, 2021, as reported on the NYSE. |
| |
IQVIA HOLDINGS INC. 2022 Proxy Statement | 87 |
(2) | The number of shares and the payout value reported reflect payout assuming target performance is achieved. |
The following table shows the vesting dates of the outstanding and unvested awards held by our named executive officers as of December 31, |
Name | Grant Date | Number of Securities Underlying Unexercised Options/SARs (unexercisable) (#) | Vesting Date Schedule | Number of Shares or Units of Stock That Have Not Vested (#) | Vesting Date Schedule | Equity Plan Awards: Number of Shares, Units Other Have Not (#) | Vesting Date Schedule | |||||||||||||||||||||
AriBousbib | 2/13/2019 | 61,455 | 2/13/2022 | — | — | — | — | |||||||||||||||||||||
2/11/2020 | 74,680 | 2/11/2022 | — | — | — | — | ||||||||||||||||||||||
2/11/2020 | 74,680 | 2/11/2023 | — | — | — | — | ||||||||||||||||||||||
2/9/2021 | 32,041 | 2/9/2022 | — | — | — | — | ||||||||||||||||||||||
2/9/2021 | 32,041 | 2/9/2023 | — | — | — | — | ||||||||||||||||||||||
2/9/2021 | 32,042 | 2/9/2024 | — | — | — | — | ||||||||||||||||||||||
2/11/2020 | — | — | — | — | 46,895 | 12/31/2022 | ||||||||||||||||||||||
2/9/2021 | — | — | — | — | 48,151 | 12/31/2023 | ||||||||||||||||||||||
2/9/2021 | — | — | 8,025 | 2/9/2022 | — | — | ||||||||||||||||||||||
2/9/2021 | — | — | 8,025 | 2/9/2023 | — | — | ||||||||||||||||||||||
2/9/2021 | — | — | 8,025 | 2/9/2024 | — | — | ||||||||||||||||||||||
RonaldE.Bruehlman | 8/3/2020 | — | — | 5,584 | 8/3/2022 | — | — | |||||||||||||||||||||
8/3/2020 | — | — | 5,584 | 8/3/2023 | — | — | ||||||||||||||||||||||
2/9/2021 | 8,900 | 2/9/2022 | — | — | — | — | ||||||||||||||||||||||
2/9/2021 | 8,900 | 2/9/2023 | — | — | — | — | ||||||||||||||||||||||
2/9/2021 | 8,901 | 2/9/2024 | — | — | — | — | ||||||||||||||||||||||
2/9/2021 | — | — | — | — | 13,375 | 12/31/2023 | ||||||||||||||||||||||
2/9/2021 | — | — | 2,229 | 2/9/2022 | — | — | ||||||||||||||||||||||
2/9/2021 | — | — | 2,229 | 2/9/2023 | — | — | ||||||||||||||||||||||
2/9/2021 | — | — | 2,229 | 2/9/2024 | — | — | ||||||||||||||||||||||
W.RichardStaub,III | 2/13/2019 | 6,146 | 2/13/2022 | — | — | — | — | |||||||||||||||||||||
2/11/2020 | 7,468 | 2/11/2022 | — | — | — | — | ||||||||||||||||||||||
2/11/2020 | 7,468 | 2/11/2023 | — | — | — | — | ||||||||||||||||||||||
2/9/2021 | 3,204 | 2/9/2022 | — | — | — | — | ||||||||||||||||||||||
2/9/2021 | 3,204 | 2/9/2023 | — | — | — | — | ||||||||||||||||||||||
2/9/2021 | 3,204 | 2/9/2024 | — | — | — | — | ||||||||||||||||||||||
2/11/2020 | — | — | — | — | 4,689 | 12/31/2022 | ||||||||||||||||||||||
2/9/2021 | — | — | — | — | 4,815 | 12/31/2023 | ||||||||||||||||||||||
2/9/2021 | — | — | 802 | 2/9/2022 | — | — | ||||||||||||||||||||||
2/9/2021 | — | — | 802 | 2/9/2023 | — | — | ||||||||||||||||||||||
2/9/2021 | — | — | 803 | 2/9/2024 | — | — |
IQVIA HOLDINGS INC. 2022 Proxy Statement | 88 |
Name | Grant Date | Number of Securities Underlying Unexercised Options/SARs (unexercisable) (#) | Vesting Date Schedule | Number of Shares or Units of Stock That Have Not Vested (#) | Vesting Date Schedule | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Vesting Date Schedule |
| 2/13/2019 | 6,146 | 2/ | — | — | — | — |
2/11/2020 | 4,979 | 2/11/2022 | — | — | — | — | |
2/11/2020 | 4,979 | 2/11/2023 | — | — | — | — | |
2/9/2021 | 2,670 | 2/9/2022 | — | — | — | — | |
2/9/2021 | 2,670 | 2/9/2023 | — | — | — | — | |
2/9/2021 | 2,670 | 2/9/2024 | — | — | — | — | |
2/11/2020 | — | — | — | — | 3,126 | 12/31/2022 | |
2/9/2021 | — | — | — | — | 4,012 | 12/31/2023 | |
2/9/2021 | — | — | 668 | 2/9/2022 | — | — | |
2/9/2021 | — | — | 669 | 2/9/2023 | — | — | |
2/9/2021 | — | — | 669 | 2/9/2024 | — | — | |
EricM.Sherbet | 2/13/2019 | 6,146 | 2/13/2022 | — | — | — | — |
2/11/2020 | 7,468 | 2/11/2022 | — | — | — | — | |
2/11/2020 | 7,468 | 2/11/2023 | — | — | — | — | |
2/9/2021 | 2,848 | 2/9/2022 | — | — | — | — | |
2/9/2021 | 2,848 | 2/9/2023 | — | — | — | — | |
2/9/2021 | 2,848 | 2/9/2024 | — | — | — | — | |
2/11/2020 | — | — | — | — | 4,689 | 12/31/2022 | |
2/9/2021 | — | — | — | — | 4,280 | 12/31/2023 | |
2/9/2021 | — | — | 713 | 2/9/2022 | — | — | |
2/9/2021 | — | — | 713 | 2/9/2023 | — | — | |
2/9/2021 | — | — | 714 | 2/9/2024 | — | — |
IQVIA HOLDINGS INC. 2022 Proxy Statement | ||||||||||||||||||||||||||||
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89 |
2021 Option Exercises and Stock Vested
2020 OPTION EXERCISES AND STOCK VESTED
The following table sets forth information regarding stock options and/or SARs exercised and vesting of restricted stock, restricted stock units and/or performance shares by our named executive officers during 2020.
Option/SAR Awards
| Stock Awards(2)
| |||||||||||||||||||
Name
| Number of
| Value
| Number of (#)
| Value ($)
| ||||||||||||||||
Ari Bousbib |
| 414,720 |
| 61,141,826 |
| 137,147 |
| 23,050,240 | ||||||||||||
Ronald E. Bruehlman |
| - |
|
| - |
|
| - |
|
| - |
| ||||||||
W. Richard Staub, III |
| 52,114 |
| 4,049,693 |
| 10,379 |
| 1,837,713 | ||||||||||||
Kevin C. Knightly |
| - |
|
| - |
|
| 9,800 |
| 1,755,866 | ||||||||||
Eric M. Sherbet |
| - |
|
| - |
|
| 5,445 |
| 975,581 | ||||||||||
Michael R. McDonnell |
| 74,943 |
| 5,793,474 |
| 5,608 |
| 793,644 |
|
|
|
Name | Option/SAR Awards |
| Stock Awards(2) | ||
Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting(3) (#) | Value Realized on Vesting ($) | ||
Ari Bousbib | — | — |
| 218,434 | 49,188,722 |
Ronald E. Bruehlman | — | — |
| 5,583 | 1,395,638 |
W. Richard Staub, III | — | — |
| 9,114 | 2,571,424 |
Kevin C. Knightly | — | — |
| 9,114 | 2,571,424 |
Eric M. Sherbet | — | — |
| 9,114 | 2,571,424 |
(1) Calculated by multiplying the number of shares of our common stock acquired upon exercise by the difference between the exercise price and the market price of our common stock on the exercise date. | |||||
(2) Amounts shown in these columns reflect restricted stock, restricted stock units and/or performance share awards that vested during 2021. The performance share awards for the 2019-2021 performance period vested on December 31, 2021, and were earned by each named executive officer based on the LDC Committee’s certification on February 9, 2022. See “Compensation Discussion and Analysis—2021 Compensation Determinations—2021 Long-Term Incentive Awards—Performance share determinations for 2021.” The value realized upon the vesting of restricted stock, restricted stock units and/or performance shares was calculated, as required by SEC rules, using the closing price of our common stock as quoted on the NYSE on the date such restricted stock, restricted stock units and/or performance shares became vested. | |||||
(3) After withholding shares sufficient to cover applicable taxes and fees due upon the vesting of restricted stock, restricted stock units and/or performance shares, the named executive officers retained a total of 130,905 net shares in aggregate with individual shares retained as follows: |
Name | Total Net Shares Retained | |||
AriBousbib | 110,970 | |||
RonaldE.Bruehlman | 3,192 | |||
W.RichardStaub,III | 5,637 | |||
KevinC.Knightly | 5,463 | |||
EricM.Sherbet | 5,643 |
|
| |||
|
| |||
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|
| |||
|
| |||
|
| 90 |
2021 Pension Benefits
2020 PENSION BENEFITS
The following table sets forth information regarding the present value of the accumulated benefits of our named executive officers under our pension plans assumed from IMS Health in the Merger as of December 31, 2020.2021. Only Messrs. Bousbib, Bruehlman and Knightly, as legacy IMS Health employees, are eligible to participate in such plans. No amounts were paid to any of our named executive officers under our pension plans during our 20202021 fiscal year.
Name
| Plan Name
| Number of Years of Credited Service(1)
| Present Value of Accumulated Benefit ($)(2)
| Payments During Last Fiscal Year
| Present Value of Lump Sum Payable if Terminated on 12/31/20 ($)(3)
| |||||||||||||
Ari Bousbib | IMS Health Retirement Plan |
| 9.33 |
| 192,289 |
| — |
|
| — |
| |||||||
| IMS Health Retirement Excess Plan | 9.33 | 3,651,674 | — | 4,229,609 | |||||||||||||
Ronald E. Bruehlman | IMS Health Retirement Plan |
| 5.50 |
| 127,840 | |||||||||||||
| IMS Health Retirement Excess Plan | 5.50 | 188,566 |
|
|
| 217,653 | |||||||||||
W. Richard Staub, III | — |
| — |
|
| — |
|
| — |
|
| — |
| |||||
Kevin C. Knightly | IMS Health Retirement Plan |
| 37.42 |
| 652,593 |
| — |
|
| — |
| |||||||
| IMS Health Retirement Excess Plan | 37.42 | 737,894 | — | 854,441 | |||||||||||||
Eric M. Sherbet | — | — | — | — | — | |||||||||||||
Michael R. McDonnell | — |
| — |
|
| — |
|
| — |
|
| — |
|
Name | Plan Name | Number of Years of Credited Service(1) | Present Value of Accumulated Benefit ($)(2) | Payments During Last Fiscal Year | Present Value of Lump Sum Payable if Terminated on 12/31/21 ($)(3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
AriBousbib | IMS Health Retirement Plan IMS Health Retirement Excess Plan | 10.33 10.33 | 212,167 4,159,604 | — — | — 4,584,346 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
RonaldE.Bruehlman | IMS Health Retirement Plan IMS Health Retirement Excess Plan | 6.50 6.50 | 146,616 265,252 |
The following table describes the defined benefit pension plans in which Messrs. Bousbib, Bruehlman and Knightly are eligible to participate.
The following table sets forth information regarding the non-qualified deferred compensation of each of our named executive officers for our
The following table describes our non-qualified deferred compensation plans.
Each of our named executive officers is entitled to receive certain benefits upon a qualifying termination of employment and upon certain change in control transactions. Below we describe payments and benefits that are payable upon certain types of termination of employment or a change in control, or that are enhanced based on the circumstances of a termination or change in control. Under the terms of his employment agreement, if we terminate our Chief Executive Officer’s employment without cause (including as a result of non-renewal of the employment term by the Company), or if he resigns for good reason (as such terms are defined in the employment agreement) (either, a “qualifying termination of employment”), our Chief Executive Officer will be entitled to severance in an amount equal to two times the sum of his annual base salary and annual target bonus, payable in equal installments over the 24-month period following the termination of his employment, or if such termination or resignation occurs within the 24-month period following a change in control (as defined in the employment agreement), in a lump sum. Under the terms of his employment agreement and his outstanding long-term incentive award agreements, in the event of a qualifying termination of employment, all of our Chief Executive Officer’s outstanding time-based equity awards that remain unvested will vest in full and, if applicable, will remain exercisable for their full respective If our Chief Executive Officer’s employment is terminated by the Company due to his disability or terminates due to his death (as such terms are defined in his agreement), all of his outstanding equity awards that remain unvested will vest in full, and, if applicable, will remain exercisable for their full respective terms, with performance-based awards vesting based on deemed performance at target levels on the date his employment terminates. In the event of our Chief Executive Officer’s permanent retirement from the Company, with certain limited exceptions, all of his outstanding time-based equity awards that remain unvested will remain outstanding and continue to vest on the same schedule as if he had remained employed, and, if applicable, will remain exercisable for their full respective terms, and all of his outstanding performance-based awards will remain outstanding and eligible to vest based on actual performance. Our Chief Executive Officer will be eligible for retirement when he attains age 62. As of December 31,
Upon a termination for cause or a resignation without good reason (that does not constitute a retirement, as described above), our Chief Executive Officer will be entitled to salary and other compensation that accrued before termination, but no severance will be payable. As a condition to our Chief Executive Officer’s receipt of the severance payments described above, he must timely execute (without revoking) a release of claims in favor of In the event of a termination of employment by us without cause, Mr. Staub will
Messrs. Bruehlman, Knightly and Sherbet participate in the IQVIA Employee Protection Plan, Under the Employee Protection Plan, upon the termination of a participant’s employment without cause, A participant is entitled to severance benefits under the Employee Protection Plan following a change in control unless he or she unilaterally resigns, is offered comparable employment with us or an acquiring company, or transfers to a customer or client in connection with a transfer or outsourcing plan. Benefits under the Employee Protection Plan cease when the participant begins to earn compensation from a new employer, and are offset by the amounts of any other severance payments that are made to the participant or by the amount of any sign-on incentive or similar amounts paid upon commencement of the participant’s employment, if such payments occurred within 12 months of the termination. Any salary continuation or benefits payable under the Employee Protection Plan are conditioned upon the participant’s timely execution (without revoking) of a release of claims in favor of
The following table estimates the dollar value of the additional payments and benefits our named executive officers would have been entitled to receive under applicable plans and/or arrangements described above, assuming the applicable triggering event occurred on December 31,
CEO |
| ||||
IQVIA HOLDINGS INC. | 97 |
PROPOSAL NO. 4 |
Proposal No. 3: Amendments to CertificateIn accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of Incorporation to Remove Supermajority Voting Standards
After careful consideration,the stockholder proponent, for which the Company and the Board accept no responsibility. The stockholder proposal is required to be voted to approve, and to recommend toon at our 2022 Annual Meeting only if properly presented at our 2022 Annual Meeting.
Myra K. Young, 9295 Yorkship Court, Elk Grove, California 95758, the stockholders that they approve, amendments tobeneficial owner of at least $2,000 in market value of the Company’s Amendedcommon stock on the date the proposal was submitted and Restated Certificatefor at least the preceding year, has notified the Company of Incorporation (the “Certificate of Incorporation”)her intent to remove the supermajority voting requirements currently in the Certificate of Incorporation and replace them with majority voting standards, and to adopt certain other immaterial amendments to the Certificate of Incorporation, each as described below (collectively, the “Proposed Amendments”). In light of the differing nature of the provisions affected, this matter is presented as two Items. The Proposed Amendments are set forth in Item 3(a) and Item 3(b) below. Approval of any one of these Items is not conditioned upon approval of the other Items.
As discussed in more detail below, the Company’s Certificate of Incorporation currently containspresent the following supermajority voting provisions:proposal at the 2022 Annual Meeting.
AmendmentsResolved: Shareholders of IQVIA Holdings Inc. (‘Company’) request the Board of Directors amend our Company’s policies, articles of incorporation and/or bylaws to our Bylaws—The Certificate of Incorporation statesprovide that a supermajority vote is necessary for stockholders to amend, alter, change add or repeal our Bylaws. Item 3(a) proposes to amend the Certificate of Incorporation so that future amendments to the Bylaws maydirector nominees be approvedelected by the affirmative vote of the holdersmajority of votes cast, with a plurality vote standard retained for contested director elections, that is, when the number of director nominees exceeds the number of board seats. This proposal includes that a director who receives less than a majority vote be removed as soon as a replacement director can be qualified on an expedited basis. If such a removed director has key experience, they can transition to a consultant or director emeritus. With written justification, the board can set an effective date several years into the future for these changes to take effect.
Supporting Statement: To provide shareholders a meaningful role in director elections, our Company’s current director election standard should transition from a plurality vote standard to a majority vote standard when only board nominated candidates are on the ballot.
Under our Company’s current voting system, a director can be elected if all shareholders oppose the director but one shareholder votes FOR, even by mistake. More than 90% of the companies in the S&P 500 have adopted majority voting for uncontested elections. Director Todd Sisitsky received less than 60% support at our 2021 meeting.
In 2019 and 2020 majority shares ofvoted FOR similar proposals at TG Therapeutics, Lipocine, Abeona Therapeutics, Alico, Guidewire Software, Stemline Therapeutics, Caesars Entertainment, RadNet, Gannett, New Residential Investment, Safety Insurance Group, First Community Bancshares, Greenhill, and Advaxis.
Vanguard, our largest shareholders, includes the Company presentfollowing in person or bytheir proxy atvoting guidance: “If the company has plurality voting, a meeting and entitled tofund will typically vote on such amendment, alteration, change, addition or repeal.
Removal of Directors—The Certificate of Incorporation states stockholder may remove, only for cause, a director or the entire Board from office only by a supermajorityshareholder proposals requiring majority vote of stockholders. Item 3(b) proposes to amend this requirement so that directors can be removed with the affirmative vote of the holders of a majority of the shares of the Company then entitled to vote at anfor election of directors.
In addition,” BlackRock’s proxy voting guidelines include the Proposed Amendments include certain immaterial changes, whichfollowing: “Majority voting standards assist in ensuring that directors who are reflected in Appendix B.not broadly supported by shareholders are not elected to serve as their representatives.” Many other large shareholders have similar proxy voting policies.
This summaryrequest should be seen in the context that our Company does not contain allallow shareholders to call special meeting or act by written consent, and does not provide shareholders with the informationright to proxy access. Our board is locked into an outdated governance structure that may be importantreduces accountability to you. The complete textshareholders, increasing the likelihood of stagnation. We should not risk Zombies on Board: Investors Face the Amended and Restated Certificate of Incorporation, as they are proposed to be amended (the “Amended Certificate”), is included in Appendix B to this Proxy Statement. The following summary is qualified in its entirety Walking Dead (https://www.msci.com/www/blog-posts/zombies-on-board-investors-face/02161045315).
ToEnhanceShareholderValue,VoteFOR
ElectDirectorsby reference to the text of the Amended Certificate. You are urged to read the Amended Certificate in its entirety.MajorityVote-Proposal4
IQVIA HOLDINGS INC. | 98 |
Rationale forAfter thoughtful consideration, the Proposed Amendments
As a part ofBoard believes that the Company’s ongoing reviewcurrent method of its corporate governance, the Board determined that itelecting directors is in the best interests of the Company and its stockholders. As a result, the Board recommends voting “against” Proposal No. 4 for the reasons set forth below.
Our Corporate Governance Guidelines already require that directors in an uncontested election who do not receive a majority of the votes cast shall, promptly following certification of the stockholder vote, offer his or her resignation to the Board. As such, because our plurality voting standard already provides a form of majority voting by requiring directors to tender their resignation if they fail to receive a majority of votes cast, implementing a majority voting standard is unnecessary.
The Company’s current plurality voting standard yields a definitive result in a simple, efficient and transparent manner, which has historically been effective in electing strong, independent directors to our Board. Further, under the current plurality voting standard, stockholders already have a meaningful opportunity to removeexpress disapproval with corporate policies, strategy, or director candidates through the use of withhold votes.
By contrast, the majority voting standard being requested by the proponent does not provide the Board with the opportunity to address the underlying cause for stockholder opposition to a nominee by requiring that the director be removed when a replacement is found. Moreover, it does not take into account that vacancies caused by a failed election could be disruptive, especially during this period of significant growth and strategic transformation of our business, and may interfere with the functioning of the Board. An expedited election process may make it difficult to select the most qualified nominees, and a significant turnover among directors may impede the Company’s long-term strategic plan due to lack of director continuity and removal of any particularly unique, experienced directors, ultimately impacting the stability of the Board and the Company.
The Company already has strong corporate governance practices that promote Board accountability and responsiveness to stockholders, and as such the Board does not believe this proposal is in the best interest of the Company and its stockholders. The Board regularly reviews our corporate governance structure and practices, and has made several changes over the last few years that it believes are in the best interest of the Company and its stockholders, including:
removing all stockholder supermajority voting requirements in
providing for stockholder proxy access
accelerating a say-on-frequency vote
adopted annual say-on-pay
if approved at the Company’s Certificate of Incorporation2022 Annual Meeting, declassifying our Board and provide for majority voting standards.
The supermajority voting requirements were a legacy of the Company sponsored-controlled past following the Merger. Supermajority voting requirements can promote stability, and thereby benefit stockholders, by restricting certain fundamental corporate governance changes from being made without overwhelming support by the Company’s stockholders. However, especially now that all the Company’s sponsors have sold down all or substantially all of their ownership interests, as the case may be, the Board also recognizes that many investors believe that supermajority voting provisions conflict with principles of good corporate governance, including by possibly limiting a board’s accountability to stockholders or limiting stockholders’ participation in a company’s corporate governance. It is important to note that if the Proposed Amendments are approved, they would make it easier forempowering stockholders to remove directors without cause
adopted a diversity requirement to ensure that the initial list of external candidates in any search for new directors or the Chief Executive Officer position include qualified female and effect otherracially or ethnically diverse candidates
amended N&G Committee’s charter to formalize the committee’s responsibility to oversee our ESG matters and initiatives
amended Audit Committee’s charter to specifically include oversight of cybersecurity risks as one of the committee’s responsibilities
enhanced Board diversity disclosure
instituted director retirement policy to promote Board refreshment
Further, the Board has a proven track record of responsiveness to stockholder feedback, as many of the governance enhancements described above were implemented as a result of stockholder input obtained during our annual stockholder engagement program.
As part of the Board’s continuing corporate governance changesreview and consideration of this proposal, the Board has weighed the advantages and disadvantages of maintaining plurality voting in director elections with the requisite resignation tender when majority support is not achieved. Based on the foregoing reasons, the Board believes it to be in the future.
After considering the benefits and detriments of maintaining current supermajority voting requirements in the Certificate of Incorporation, the Board approved the Proposed Amendments, declaring the Proposed Amendments advisable and resolving to submit them to the Company’s stockholders for approval.
Proposed Amendments
Item 3(a)—Removal of Supermajority voting standards for stockholder approval of amendments, alterations, changes or repeal of the Bylaws
Currently, Section 8 of the Certificate of Incorporation states that stockholders may only amend, alter, change, add or repeal the Bylawsbest interest of the Company withand its stockholders to maintain the affirmative votecurrent method of the holders of at least 75% of the outstanding shares of the Company, voting together as a single class,electing directors and entitled to vote on such amendment, alteration, change, addition or repeal. This Item 3(a) requests that stockholders approve an amendment totherefore opposes this standard in order to provide that stockholders may amend, alter, change, add or repeal the Bylaws of the Company by the affirmative vote of the holders of a majority of the shares of the Company present in person or by proxy at a meeting and entitled to vote on such amendment, alteration, change, addition or repeal. This is the default voting standard under the DGCL.stockholder proposal.
Item 3(b)—Removal of Supermajority voting standards for stockholder removal, for cause only, of a director or the entire Board from office and filling the vacancy or vacancies
Currently, Section 9 of the Certificate of Incorporation states that stockholders may only remove from office, only for cause, any director or the entire Board and fill any vacancy or vacancies with the affirmative vote of the holders of at least 75% of the outstanding shares of the Company, voting together as a single class. This Item 3(b) requests that stockholders approve an amendment to this standard in order to provide that stockholders can remove directors with the affirmative vote of the holders of a majority of the shares of the Company then entitled to vote at an election of directors. This is the default voting standard under the DGCL.
| THE BOARD UNANIMOUSLY RECOMMENDS |
| ||||
IQVIA HOLDINGS INC. | 99 |
Proposal No. 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm
PROPOSAL NO. 5 |
The Audit Committee has appointed PricewaterhouseCoopers LLP (PricewaterhouseCoopers) as the Company’s independent registered public accountants for us for the year ending December 31, 2020.2022. Ratification of the appointment of PricewaterhouseCoopers requires the vote of a majority of the shares of our common stock cast affirmatively or negatively on the matter. A representative of PricewaterhouseCoopers is expected to be available to answer appropriate questions at the 20212022 Annual Meeting and is free to make statements during the 20212022 Annual Meeting.
The Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. However, if the stockholders do not ratify the appointment, the Audit Committee may investigate the reasons for stockholder rejection and may consider whether to retain PricewaterhouseCoopers or to appoint another independent registered public accounting firm.
Even if the appointment is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of our stockholders or the company.Company.
| THE BOARD RECOMMENDS A VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP |
IQVIA HOLDINGS INC. | 100 |
The Audit Committee has selected PricewaterhouseCoopers as our independent registered public accounting firm for the year ended December 31, 2021.2022. The Board will ask our stockholders to ratify this selection at the 20212022 Annual Meeting.
PricewaterhouseCoopers served as our independent registered public accounting firm for the years ended December 31, 20202021, and 2019.2020. Prior to the Merger, PricewaterhouseCoopers had been independent auditor of Quintiles continuously since 2002 and for IMS Health continuously since 1998.
Among its functions, the Audit Committee reviews our financial reporting process on behalf of the Board. Management has the primary responsibility for the financial statements and the reporting process. The independent registered public accounting firm is responsible for expressing an opinion on the conformity of our audited financial statements to accounting principles generally accepted in the United States of America.
The Audit Committee has reviewed and discussed the annual audited financial statements with management and the independent registered public accounting firm, PricewaterhouseCoopers. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by Public Company Accounting Oversight Board AS 1301, and reviewed the results of the independent registered public accounting firm’s audit of the consolidated financial statements.
PricewaterhouseCoopers has also confirmed to us that it is in compliance with the rules, standards and policies of the Independence Standards Board and the SEC governing auditor independence. The Audit Committee received and discussed with PricewaterhouseCoopers its written disclosures and the letter as required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. The Audit Committee has considered whether the provision of non-audit services by our independent registered public accounting firm is compatible with the auditor’s independence.
Based on the reviews and discussions referred to above, and the guidelines specified by the Audit Committee Charter, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in our 20202021 Annual Report for filing with the SEC.
TheAuditCommittee
James A. Fasano, Chair
Carol J. Burt
Colleen A. Goggins
John M. Leonard, M.D.
Ronald A. Rittenmeyer
| ||||
IQVIA HOLDINGS INC. | 101 |
Fees Paid to Independent Registered Public Accounting Firm
FEES PAID TO INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers has served as our independent auditor for the years ended December 31, 20202021, and 2019.2020. In addition to rendering audit services during those two years, PricewaterhouseCoopers performed various non-audit services for us worldwide.
The following table sets forth the aggregate fees billed to the Company for services rendered by PricewaterhouseCoopers for the 2021 and 2020 Audit and Other Fees for Past Two Fiscal
YearsYears.and 2019 fiscal years:
| (in thousands) | |||||||
| 2020 | 2019 | ||||||
Audit fees(1) | $ | 8,975 | $ | 8,450 | ||||
Audit-related fees(2) |
| — |
|
| — |
| ||
Tax fees(3) |
| 2,300 |
| 4,000 | ||||
All other fees(4) |
| 20 |
| 35 | ||||
Total | $ | 11,295 | $ | 12,485 |
| (in thousands) | |
2021 | 2020 | |
Audit fees(1) | $8,590 | $8,975 |
Audit-related fees(2) | 522 | — |
Tax fees(3) | 2,000 | 2,300 |
All other fees(4) | 20 | 20 |
TOTAL | $11,132 | $11,295 |
(1) | Audit fees principally include services related to the annual audit of the consolidated financial statements, quarterly review of our interim consolidated financial statements, statutory audits of foreign subsidiaries, SEC registration statements and other filings, and consultation on accounting matters. |
(2) | Audit-related fees, if any, would consist principally of due diligence services and financial accounting and reporting consultations for related services not already reported in audit fees. |
(3) | Tax fees relate primarily to professional services for tax compliance, advice and planning services. These services included U.S. and non-U.S. tax services. |
(4) | All other fees consisted of non-audit and accounting research services. |
All audit and non-audit services to be performed by our independent registered public accounting firm must be approved in advance by the Audit Committee. As permitted by SEC rules, the Audit Committee also has delegated to each of its members, acting singly, with the authority to pre-approve any audit or non-audit services if the need for pre-approval arises between regularly scheduled meetings. Such interim approvals, together with full documentation, are presented to the Audit Committee at its next scheduled meeting.
As early as practicable in each fiscal year, the independent registered public accounting firm provides to the Audit Committee a schedule of the audit and other services that the independent registered public accountants expect to provide or may provide during the year. The schedule willmust be specific as to the nature of the proposed services, the proposed fees and other details that the Audit Committee may request. The Audit Committee will by resolution authorize or decline the proposed services. Upon approval, this schedule will serve as the budget for fees by specific activity or service for the year.
A schedule of additional services proposed to be provided by the independent registered public accountants, or proposed revisions to services already approved, along with associated proposed fees, may be presented to the Audit Committee for their consideration and approval at any time. The schedule willmust be specific as to the nature of the proposed service, the proposed fee, and other details that the Audit Committee may request. The Audit Committee will by resolution authorize or decline authorization for each proposed new service.
Applicable SEC rules and regulations permit waiver of the pre-approval requirements for services other than audit, review or attest services if certain conditions are met. Out of the services characterized above as audit-related and tax, none were billed pursuant to these provisions in fiscal 20202021 without pre-approval.
The Audit Committee has considered the compatibility of non-audit services performed by PricewaterhouseCoopers with its independence. Our Committeeindependence, and has concluded that the provision of non-audit services by PricewaterhouseCoopers is compatible with that firm maintaining its independence from us and itsour management.
IQVIA HOLDINGS INC. | 102 |
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information relating to the beneficial ownership of our common stock as of February 12, 2021,15, 2022, by:
each person, or group of affiliated persons, known by us to beneficially own more than 5% of the outstanding shares of our common stock;
each of our named executive officers;
each of our directors; and
all executive officers and directors as a group.
Beneficial ownership is determined in accordance with SEC rules. In general, under these rules a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power or investment power with respect to such security. A person is also deemed to be a beneficial owner of a security if that person has the right to acquire beneficial ownership of such security within 60 days. Except as otherwise indicated, and subject to applicable community property laws, the personseach person named in the table havehas sole voting and investment power with respect to all shares of common stock held by that person.
The percentage of shares beneficially owned is computed on the basis of 191,767,120190,915,073 shares of our common stock outstanding as of February 12, 2021.15, 2022. Shares of our common stock that a person has the right to acquire within 60 days of February 12, 202115, 2022, are deemed outstanding for purposes of computing the percentage ownership of such person’s holdings but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group. Unless otherwise indicated below, the address for each beneficial owner listed is c/o IQVIA Holdings Inc., 83 Wooster Heights Road, Danbury, Connecticut 06810.
| Shares Beneficially Owned | |||||||
Name of Beneficial Owners | Number | Percent | ||||||
5% stockholders: | ||||||||
The Vanguard Group(1) |
| 20,954,687 |
| 10.9 |
| |||
BlackRock, Inc.(2) |
| 14,826,277 |
| 7.7 |
| |||
Directors and named executive officers: | ||||||||
Ari Bousbib(3) |
| 1,896,013 |
| 1.0 | ||||
Ronald E. Bruehlman(4) |
| 11,880 |
|
| * |
| ||
W. Richard Staub, III(5) |
| 39,432 |
|
| * |
| ||
Kevin C. Knightly(6) |
| 99,998 |
|
| * |
| ||
Eric M. Sherbet(7) |
| 35,180 |
|
| * |
| ||
Michael R. McDonnell(8) |
| 18,966 |
|
| * |
| ||
Carol J. Burt(9) |
| 2,970 |
|
| * |
| ||
John P. Connaughton(10) |
| — |
|
| — |
| ||
John G. Danhakl(11) |
| 37,559 |
|
| * |
| ||
James A. Fasano |
| — |
|
| — |
| ||
Colleen A. Goggins(12) |
| 8,991 |
|
| * |
| ||
John M. Leonard, M.D.(13) |
| 9,744 |
|
| * |
| ||
Ronald A. Rittenmeyer(14) |
| 11,894 |
|
| * |
| ||
Todd B. Sisitsky |
| — |
|
| — |
| ||
All executive officers and directors as a group (15 persons)(15) |
| 2,180,253 |
| 1.1 |
Name of Beneficial Owners | Shares Beneficially Owned | |
Number | Percent | |
5% stockholders: |
|
|
The Vanguard Group(1) | 20,970,407 | 11.0 |
BlackRock, Inc.(2) | 15,139,662 | 7.9 |
Directors and named executive officers: |
|
|
Ari Bousbib(3) | 2,113,317 | 1.1 |
Ronald E. Bruehlman(4) | 25,509 | * |
W. Richard Staub, III(5) | 62,332 | * |
Kevin C. Knightly(6) | 113,559 | * |
Eric M. Sherbet(7) | 57,681 | * |
Carol J. Burt(8) | 3,904 | * |
John P. Connaughton | — | — |
John G. Danhakl(9) | 24,951 | * |
James A. Fasano | — | — |
Colleen A. Goggins(10) | 10,403 | * |
John M. Leonard, M.D.(11) | 10,678 | * |
Leslie Wims Morris(12) | 104 | * |
Ronald A. Rittenmeyer(13) | 12,538 | * |
Todd B. Sisitsky | — | — |
Sheila A. Stamps | — | — |
All executive officers and directors as a group (16 persons)(14) | 2,449,082 | 1.3 |
IQVIA HOLDINGS INC. 2022 Proxy Statement | 103 |
* Represents beneficial ownership of less than one percent of the outstanding shares of our common stock. |
(1) | As reported by The Vanguard Group in a Schedule 13G filed with the SEC on February 10, |
(2) | As reported by BlackRock, Inc. in a Schedule 13G filed with the SEC on |
(3) | Includes |
(4) |
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Includes |
(5) Includes |
(6) Includes |
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(7) Includes (8) Consists of 3,904 shares of common stock held in Carol Burt Hilliard Revocable Trust. (9) Consists of 24,344 shares of common stock held in trust for the benefit of Mr. Danhakl’s family and 607 notional shares held under the IQVIA Holdings Inc. Non-Employee Director Deferral Plan. (10) Consists of 8,185 shares of common stock issued pursuant to Company stock incentive plans and 2,218 notional shares held under the IQVIA Holdings Inc. Non-Employee Director Deferral Plan. (11) Consists of 10,678 shares of common stock issued pursuant to Company stock incentive plans. (12) Consists of 104 notional shares held under the IQVIA Holdings Inc. Non–Employee Director Deferral Plan. (13) Consists of 12,538 shares of common stock issued pursuant to Company stock incentive plans. (14) Includes 1,088,403 shares underlying stock appreciation rights that are currently exercisable or scheduled to vest within 60 days,18,566 notional shares held under the IMS Health DCERP and |
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IQVIA HOLDINGS INC. | 104 |
Certain Relationships and
Related Person Party Transactions
Approval PolicyRELATED PARTY TRANSACTIONS APPROVAL POLICY
We have adopted a written policy with respectassigning responsibility to the review, approval and ratification of related party transactions. Under the policy, our Audit Committee is responsible for reviewing and approving related party transactions. For purposes of this policy, a related person transaction includes any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K adopted by the SEC.
In the course of its review and approval of related party transactions, our Audit Committee will consider the relevant facts and circumstances to decide whether to approve such transactions. Related party transactions must be approved or ratified by the Audit Committee based on full information concerning the proposed transaction, including the related persons involved,involved; their relationship to the Company,Company; their interest and role in the transaction,transaction; the proposed terms of the transaction, including materiality and character of the related party’s direct or indirect interest,interest; the benefits and perceived benefits, or lack thereof, to the Company and the related party,party; the availability to the Company of alternative means or transactions by which to obtain like benefits,benefits; terms that would prevail in a similar transaction with an unaffiliated third party,party; the actual or apparent conflict of interest of the related party,party; and such other information as our Audit Committee deems appropriate. Our policy provides that we generally should not engage in related party transactions unless the Audit Committee has determined that, upon consideration of all relevant information, the proposed transaction is in, or not inconsistent with, the best interests of the Company and its stockholders.
Shareholders Agreement
SHAREHOLDERS AGREEMENT
In connection with the merger of IMS Health Holdings, Inc. (“IMS Health”) with and into Quintiles Transnational Holdings Inc. (“Quintiles”) on October 3, 2016 (the “Merger”),Merger, we entered into a shareholders agreement (the “Shareholders Agreement”) with certain of the largest post-Merger shareholders, including certain funds affiliated with TPG Global, LLC (collectively, “TPG”), certain affiliates of Bain Capital Investors, LLC (collectively, “Bain Capital”), CPP Investment Board Private Holdings Inc. (“CPPIB”), Dr. Dennis B. Gillings and certain of his affiliates (the “DG Shareholders”), and Leonard Green & Partners, L.P. (“LGP”). TPG, the DG Shareholders and LGP are no longer partiesThe funds originally party to the Shareholders Agreement. Bain Capital and CPPIB are the only remaining parties to the Shareholders Agreement. Bain Capital and CPPIBAgreement are sometimes referred to as the “SHA Parties” in this Proxy Statement.Statement, but CPPIB is the only remaining party to the Shareholders Agreement.
The SHA Parties have certain customary registration rights with respect to their shares of our common stock. Pursuant to the registration rights provisions of the Shareholders Agreement, the SHA Parties have demand registration rights, including shelf registration rights, in respect of any shares of our common stock held by them, subject to certain conditions. In addition, in the event that we register shares of our common stock for sale to the public, we are required to give notice of such registration to the SHA Parties, and, subject to certain limitations, include shares of our common stock held by them in such registration. The Shareholders Agreement includes customary indemnification provisions in favor of the SHA Parties, any person who is or might be deemed a control person (within the meaning of the Securities Act of 1933 and the Exchange Act), and related parties against certain losses and liabilities (including reasonable costs of investigation and legal expenses) arising out of or based upon any filing or other disclosure made by us under the securities laws relating to any such registration.
The Shareholders Agreement will terminate with respect to any current party thereto (i) with respect to provisions regarding our Board, at such time as the party is no longer entitled to designate a nominee, (ii) with respect to provisions regarding registration rights, untilat such time as the party has sold all of its shares of our outstanding common stock or has the ability to sell such shares pursuant to Rule 144 of the Securities Act of 1933 without volume limitations (provided that the shareholder group to which such party belongs then holds less than 3% of our outstanding common stock), and (iii) with respect to the remainder of the Shareholders Agreement, at such time as the party no longer holds any shares of our common stock. The Board designation rights for each of the parties to the Shareholders Agreement have ceased.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 105 |
Back to ContentsCORPORATE OPPORTUNITIES
Our Certificate of Incorporation was approved by stockholders in connection with the Merger and provides that TPG, Bain Capital, CPPIB and LGP, and certain of their respective affiliates, will not have any fiduciary or other duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Company or any of its subsidiaries. The Certificate of Incorporation further provides that the Company, on behalf of itself and its subsidiaries, renounces any interest or expectancy in being offered an opportunity to participate in business opportunities that are presented to TPG, Bain Capital, CPPIB, LGP, or certain of their respective affiliates. This provision applies to these stockholders (and associated parties) only for so long as such stockholderone or more of them continues to have the right under the Shareholders Agreement to designate one nominee or a nominee designated by any such stockholder at any time continues to serve on the board.Board. The Board designation rights for each of the parties to the Shareholders Agreement have ceased, but TPG, Bain Capital, CPPIB and LGP continue to have at least one current or former designee serving on the Board.
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IQVIA HOLDINGS INC. | 106 |
Back to ContentsAbout the 2021 Annual Meeting
What is the purpose of the 2021 Annual Meeting?
At the 2021 Annual Meeting, holders of shares of our common stock will consider and act upon the following items of business:
Election of the three Class II director nominees named in this Proxy Statement for a three-year term
Advisory (non-binding) vote on the frequency of future stockholder advisory votes to approve executive compensation (say-on-frequency)
About the 2022 |
Amendments to our Certificate of Incorporation to eliminate all supermajority voting standards applicable to our stockholders
Ratification of our Audit Committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021
Transaction of any other business that may properly come before the 2020 Annual Meeting
The Board recommends: (i) a vote FOR the election of the three nominees proposed for election as Class II directors, (ii) a vote FOR each proposed amendment to our Certificate of Incorporation and (iii) a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2020 and, on any other business properly brought before the 2021 Annual Meeting, in accordance with the best judgment of the named proxies. The Board is not making any recommendation in respect of the say-on-frequency vote, but it has committed to implementing the majority view even though this is an advisory vote and is not binding on the Company.
Who are the Class II directors that will be voted on at the 2021 Annual Meeting?
The following are the Class II directors that have been nominated for election to our Board:
Ari Bousbib
John M. Leonard, M.D.
Todd B. Sisitsky
Information regarding each of our directors is set forth below under “Proposal 1—Election of Directors.”
Who is entitled to vote at the
20212022 Annual Meeting?
Only stockholders of record on February 12, 2021,15, 2022, the record date for the 20212022 Annual Meeting, are entitled to receive notice of and to vote at the 20212022 Annual Meeting. On that date, we had 191,748,810190,912,001 shares of common stock outstanding on the books and records of our transfer agent, American Stock Transfer and Trust Company, LLC (AST). Each share of our common stock is entitled to one vote. There is no cumulative voting.
A quorum of shares is necessary to hold a valid stockholders’ meeting. Our Bylaws provide that a majority of the total votes entitled to be cast by the holders of all outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, present in person or represented by proxy, will constitute a quorum at meetings of stockholders. Shares for which a stockholder directs an “abstention” from voting, as well as shares that a broker holds in “street name” and votes on some matters but not others (“broker (known as “broker non-votes,” which result when brokers have not received voting instructions from their customers on certain non-routine matters), will be counted for purposes of establishing a quorum.
The chart below summarizes the items of business for the 2022 Annual Meeting, the voting requirements, and the effects of broker non-votes and abstentions, as prescribed by our corporate governance documents and Delaware law, on the outcome of the vote for thethese proposals at the 2022 Annual meeting.Meeting.
Proposal | Board Recommendation | |||
Vote Required | Effect of Abstentions and Broker Non-Votes | |||
Election of four Class III Directors for a three-year term | FOR each nominee | Plurality of votes cast | No effect | |
Amendment to Certificate of Incorporation to declassify the Board over time and provide for the annual election of all directors | FOR |
| Abstentions treated as votes “against” and broker | |
Advisory | FOR |
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| AGAINST |
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Ratification of PricewaterhouseCoopers LLP as our independent auditor for 2022 | FOR | Majority of votes cast |
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(1)
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Our Bylaws provide that directors are elected by a plurality of votes cast, which means that the nominees with the largest number of votes will be elected as directors up to the maximum number of directors to be elected at the 20212022 Annual Meeting. Our Corporate Governance Guidelines provide that, in an uncontested election which is an(an election in which the number of nominees isdoes not greater thanexceed the number of directors to be elected,elected), a director who receives a number of “withhold” votes that is greater than 50% of all votes cast with respect to that nominee’s election shallmust promptly tender his or hera resignation from the Board. The Nominating and GovernanceN&G Committee shall thenwill make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Nominating and GovernanceN&G Committee and the Board, in making its recommendation or decision, as applicable, shallmust consider what it believes is in the best interests of the Company and its stockholders, and may consider any
IQVIA HOLDINGS INC. 2022 Proxy Statement | 107 |
factor or other information it deems relevant. The Board shallwill act on the tendered resignation, taking into account the Nominating and GovernanceN&G Committee’s recommendation, and shallwill publicly disclose its decision regarding the resignation within 90 days after the results of the election are certified. If the resignation is not accepted, the director shall continue tomay serve until the next annual meeting of stockholders at which such director faces re-election andhis or her term until such director’s successor is elected and qualified. As the election of directors at the 2021 Annual Meeting will be uncontested, the director nominees will be elected by a plurality of the votes, subject to the foregoing procedure.
Although the advisory say-on-frequency vote is non-binding, the Board voluntarily included the proposal this year to solicit stockholder feedback on the desired frequency of advisory votes on executive compensation and plans to adopt a standard consistent with the majority of votes cast.
What are the voting rights of stockholders?
Each share of our common stock is entitled to one vote. There is no cumulative voting.
What is the difference between holding shares as a stockholder of record and as a beneficial owner?
If your shares are registered directly in your name with AST, you are considered, with respect to those shares, the “stockholder of record.” Proxy materials or a Notice of Internet Availability of Proxy Materials have been sent directly to you by us.
If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in street name, and these proxy materials or a Notice of Internet Availability of Proxy materialsMaterials are being forwarded to you together with a voting instruction card. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares by following their instructions for voting.instructions. Please note that because a beneficial owner is not the stockholder of record, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the meeting.
If you are a stockholder of record, you may havevote your shares voted on matters presented at the 2021 Annual Meeting in any of the following ways:
In person
—you
You may attend the 20212022 Annual Meeting and cast your vote there. If you have already voted online, by telephone or by mail, your vote at the 20212022 Annual Meeting will supersede your prior vote.
By proxy
—stockholders
Stockholders of record have a choice of voting by proxy:
over the Internet at www.voteproxy.com;
by using the toll-free telephone number 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and followfollowing the instructions, as noted on your proxy card; or
by completing a proxy card and mailing it in the postage-paid envelope provided. Please allow sufficient time for delivery of your proxy card if you decide to vote by mail.
TheInternetandtelephonevotingfacilitiesforstockholdersofrecordwillcloseat11:59p.m.E.D.T.onApril 12, 2021.11,2022.
If you are a beneficial owner holding shares in street name, please refer to your proxy card or the voting informationinstruction form forwarded by your broker, bank or other nominee to see which of the above choices are available to you. Brokers are not permitted to vote foron Proposals 1, 2, 3, or 3 if the broker has not received4 without instructions from the beneficial owner of the shares. It is particularly important, if you hold your shares through a broker or other nominee, that you instruct your broker how you wish to vote your shares because brokers will have discretionary voting authority only with respect to Proposal 45 if you do not do so.
A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares, and to confirm that your voting instructions have been properly recorded when voting over the Internet or by telephone. Please be aware that ifIf you vote over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible.
If a stockholder gives a proxy, how are the shares voted?
Regardless of the method you choose to vote, the individuals named on the enclosed proxy card (your “proxies”) will vote your shares in the way that you indicate. The individuals named as proxies on the proxy card are Mr. Bousbib, our Chairman and Chief Executive Officer, Mr. Bruehlman, our Executive Vice President and Chief Financial Officer, and Mr. Sherbet, our Executive Vice President, General Counsel and Secretary. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares should be voted for or withheld from the election of each director, or voted for or against or to abstain from voting on all, some or none of the other items of business to come before the 20212022 Annual Meeting.
If you properly sign your proxy card but do not indicate how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as the Board recommends, ifrecommends.
IQVIA HOLDINGS INC. | 108 |
applicable, which recommendations are set forth above. The Board has not recommended a vote for Proposal 3, which means that the shares represented by your properly signed proxy will not be voted in respect of Proposal 3 if you do not indicated how your shares should be voted.Back to Contents
It is possible that items of business other than those listed above may be brought before stockholders at the 20212022 Annual Meeting. If we were not aware of the matter a reasonable time before the mailing of this Proxy Statement, the personsThe individuals named as proxies on the proxy card will vote shares for which you have given a proxy on the matter as recommended by the Board, or, if no Board recommendation is given, the proxies will vote the shares in their discretion.
In any event, the individuals named as proxies on the proxy card must comply with the rules of the SEC when voting shares on a discretionary basis. At the date of this Proxy Statement, we have not received any notice regarding any other matter to come before the 20212022 Annual Meeting that was timely in accordance with our Bylaws.
If I vote by proxy, may I still attend the
20212022 Annual Meeting?
Voting over the Internet, by telephone or by sending in a signed proxy card will not prevent you from attending the 20212022 Annual Meeting and voting in person.
Who
Can Attendcan attend the 20212022 Annual Meeting?
Any Company stockholder as of the close of business on February 12, 202115, 2022, may attend the meeting. You will need proof of ownership to enter the meeting. Even if you plan to attend the meeting, please vote your shares in advance by submitting a proxy.
If your shares are held in street name (beneficially held in the name of a broker, bank or other holder of record), you must present proof of your ownership, such as a bank or brokerage account statement, to be admitted to the meeting. Please note that if you are a beneficial holder and would like to vote at the meeting in person, you will need to bring a legal proxy from your broker, bank or other holder of record.
Stockholders must also present a valid form of photo identification, such as a driver’s license, in order to be admitted to the meeting. No cameras, recording equipment, large bags or packages will be permitted in the meeting.
For directions to the meeting, you may contact the Secretary of the Company at 83 Wooster Heights Road, Danbury, Connecticut 06810.
You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by giving written notice of revocation to our Secretary which(which must be filed with the Secretary by the time the 20212022 Annual Meeting begins,begins), or by attending the 20212022 Annual Meeting and voting in person.
Who is paying the costs of this proxy solicitation?
We are paying the costsProxies will be solicited on behalf of the Board by mail, telephone, other electronic means or in person, and we will pay the solicitation of proxies.costs. We will reimburse brokers, banks or other custodians, nominees and fiduciaries for their charges and expenses in forwarding proxy materials to beneficial owners. Certain of our directors, officers and employees, without additional compensation, may also solicit proxies on our behalf in person, by telephone, or by electronic communication. In addition, we have engaged Morrow Sodali LLC to assist in the solicitation from brokers, bank nominees and institutional holders for a fee of $12,000 plus out-of-pocket expenses.
How can I find out the results of the voting at the
20212022 Annual Meeting?
AST will receive and tabulate the vote in connection with the 20212022 Annual Meeting. Representatives of AST will act as the independent Inspectors of Election and in this capacity will supervise the voting,
decide the validity of proxies and certify the results. AST has been instructed that the vote of each stockholder must be kept confidential and may not be disclosed (except in legal proceedings or for the purpose of soliciting stockholder votes in a contested proxy solicitation).
Voting results will be announced by the filing of a Current Report on Form 8-K with the SEC within four business days after the 20212022 Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 109 |
We have adopted a procedure approved by the SEC known as “householding.” Under this procedure, we deliver a single copy of the Notice and, if requested, our proxy materials, to multiple stockholders who share the same address unless we have received contrary instructions from one or more of the stockholders. This procedure reduces our printing and mailing costs and the environmental impact of our annual meetings. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate Notice or a copy of this Proxy Statement and our 20202021 Annual Report to any stockholder at a shared address to which we delivered a single Notice.
To receive free of charge a separate copy of this Proxy Statement and our 20202021 Annual Report, stockholders may write or call us at the following:
Investor Relations Department
83 Wooster Heights Road
Danbury, Connecticut 06810
ir@iqvia.com
203-448-4600
Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.
If more than one copy of our 2021 Annual Report has been mailed to your address, and you wish to reduce the number of reports you receive and save us the cost of producing and mailing these reports, or if you wish to receive your reports via the Internet, please let us know. We will discontinue the mailing of reports on the accounts you select if you mark the designated box on the appropriate proxy card(s). At least one account must continue to receive an annual report and proxy statement either via mail or via Internet delivery.
If you hold shares registered in your name, you may sign up at www.investordelivery.com to receive electronic access to proxy materials for future meetings, rather than receiving mailed copies. If you choose electronic access, you will receive an email notifying you when the 20202021 Annual Report and Proxy Statement are available, with electronic links to access the documents (in PDF and HTML formats) on a website and instructions on how to vote online. Your enrollment for electronic access will remain in effect unless you cancel it, which you can do up to two weeks before the record date for any future annual meeting.
If you own your shares in street name, you may be able to obtain electronic access to proxy materials by contacting your broker, bank, trustee or other intermediary, or by going online at www.proxyvote.com.www.proxyvote.com.
If I cannot attend the
20212022 Annual Meeting, what are the deadlines for voting?
IfyouchoosetovoteovertheInternetorbytelephone,youmustcompletetheprocessnolaterthan11:59 p.m.E.D.T.onMonday,April 12, 2021 and in that case it 11,2022.Itisnotnecessaryforyoutoalsoreturnyourproxycard.
If you choose to vote by mailing a proxy card, you should mail your signed proxy card sufficiently in advance for it to be received no later than 9:00 a.m. E.D.T. on Monday, April 12, 2021.11, 2022.
IQVIA HOLDINGS INC. | 110 |
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 2020, the LDCCompensation Committee of the Board consisted of Messrs. Connaughton, Danhakl, Rittenmeyer (Chair)Interlocks and Sisitsky. Insider Participation
None of the members of the committeeLDC Committee have at any time been an officer or employee of the Company or any of its subsidiaries. During 2020,2021, none of our executive officers served as a member of the board of directors or compensation committee of any entity whichthat has one or more executive officers serving as a member of theour Board or the LDC Committee.
For his current term expiring atOur officers, directors and greater than 10% stockholders are required under Section 16(a) of the 2021 Annual meeting, Mr. Sisitsky was designated for nominationExchange Act, to file with the SEC reports of their ownership and changes of their ownership of our securities. They must also furnish copies of the reports to us. Based solely on a review of the copies of such forms furnished to the Board pursuantCompany, the Company believes that during fiscal 2021 all Section 16(a) filing requirements applicable to its officers, directors and greater than 10% stockholders were complied with by such persons, except for three inadvertent late Form 4 filings and one inadvertent missed Form 5 filing as a result of two separate purchases of Company shares totaling 17 shares and the Shareholders Agreement, which, as discussed above, required thatdisposition of four shares of Company stock on behalf of Mr. Bruehlman. In all parties tosuch instances, the Shareholders Agreement vote in favor of the election of certain nominees designated in accordance with the Shareholders Agreement.transactions were made without Mr. Sisitsky is associated with TPG, which ceased to be a party to the Shareholders Agreement in 2020. Information regarding our relationship with this entity and its affiliates is described above under “Certain Relationships and Related Person Transactions.”Bruehlman’s knowledge by an independent financial broker/advisor who manages an investment account on Mr. Bruehlman’s behalf.
Other Matters
OTHER MATTERS
We know of no matters, other than those referred to in this Proxy Statement, that will be presented at the 20202022 Annual Meeting. If, however, any other appropriate business is properly presented at the 20202022 Annual Meeting, the personsindividuals named in the enclosed proxy card will have discretion to vote on those matters for you.
Stockholder Proposals and Nominees for 2023 Annual Meeting of Stockholders
STOCKHOLDER PROPOSALS AND NOMINEES FOR 2022 ANNUAL MEETING OF STOCKHOLDERS
Under SEC rules, for a stockholder proposal to be included in our proxy statement (and form of proxy) for presentation at our 20222023 annual meeting of stockholders, the proposal must be received by us, marked to the attention of Secretary of the Company at 83 Wooster Heights Road, Danbury, Connecticut 06810 by October 29, 2021.31 , 2022. As the rules of the SEC make clear, merely submitting a proposal does not guarantee its inclusion.it will be included in our proxy statement.
Our Bylaws provide for a right of proxy access. ThisThe proxy access bylaw enables stockholders, under specified conditions, to include their nominees for election as directors in our proxy statement. Under our Bylaws, a stockholder, or a group of up to 20 stockholders, who has continuously owned at least 3% of our outstanding shares of common stock for at least three consecutive years may nominate up to 20% of the Board (but in any event at leastor two directors)directors (whichever is more) and have such nominee(s) included in our proxy statement, if the stockholder(s) and the nominee(s) satisfy the applicable requirements set forth in our Bylaws. Stockholders seeking to have one or more nominees included in our 20222023 proxy statement must deliver the notice required by our Bylaws to the attention of Secretary of the Company at 83 Wooster Heights Road, Danbury, Connecticut 06810 no earlier than September 26, 2021,between October 1 , 2022, and no later than October 26, 2021.31 , 2022.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 111 |
Under our Bylaws, and as permitted by SEC rules, certain procedures are provided that a stockholder must follow certain procedures to nominate personscandidates for election as directors or to introduce an item of business at an annual meeting of stockholders, but that areeven if those matters will not be included in our proxy statement for that meeting. These procedures provide that nominations for director nominees and/Any such nomination or an item of business to be introduced at an annual meeting of stockholders must be submitted in writing to the Secretary of the Company at 83 Wooster Heights Road, Danbury, Connecticut 06810. We must receive the notice of your intention to introduce a nomination or proposed item of business at our 20222023 annual meeting of stockholders no earlier thanbetween December 14, 2021,13, 2022, and no later than January 13, 2022.
If, however,12, 2023. However, if the date of our 20222023 annual meeting of stockholders is more than 30 days before or more than 60 days after the anniversary date of the 20212022 Annual Meeting, we must receive notice no earlier than December 14, 202113, 2022, and no later than the laterlatter of January 13, 202212, 2023, or ten days after the day on which the date of our 20222023 annual meeting of stockholders is first disclosed in a public announcement.
TheAny director nomination must contain the information specified in our Bylaws.
Incorporation by Reference
INCORPORATION BY REFERENCE
In our filings with the SEC, information is sometimes “incorporated by reference.” This means that we are referring you to information that has previously been filed with the SEC and the information should be considered as part of the particular filing. As provided under SEC regulations, the “Audit Committee Report” and the “Compensation Committee Report” contained in this Proxy Statement specifically are not incorporated by reference into any other filings with the SEC. In addition, this Proxy Statement includes several website addresses. These website addresses are intended to provide inactive, textual references only. The information on these websites is not part of this Proxy Statement.
Cautionary Note Regarding Forward-Looking Statements
SOLICITATION OF PROXIES
Proxies will be solicited on behalf of the Board by mail, telephone, other electronic means or in person, and we will pay the solicitation costs. Copies of proxy materials and of the 2020 Annual Report will be supplied to brokers, banks or nominees, for the purpose of soliciting proxies from beneficial owners, and we will reimburse such record holders for their reasonable expenses. Certain officers, directors and regular employees of the Company, who will receive no extra compensation for their services, may solicit proxies by mail, telephone, facsimile, e-mail or personally.
If more than one copy of our 2020 Annual Report has been mailed to your address and you wish to reduce the number of reports you receive and save us the cost of producing and mailing these reports or if you wish to receive your reports via the Internet, please let us know. We will discontinue the mailing of reports on the accounts you select if you mark the designated box on the appropriate proxy card(s). At least one account must continue to receive an annual report and proxy statement either via mail or via Internet delivery.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Proxy Statement, as well as other written reports and oral statements that we make from time to time, includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”). The words “expects,” “assumes,” “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “forecasts,” “projects,” “should,” “seeks”, “sees,” “targets,” “will”, “would” and similar words and expressions, and variations or negatives of these words are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Forward-looking statements are not guarantees that the future results, plans, intentions or expectations expressed or implied will be achieved. Matters subject to forward-looking statements involve known and unknown risks and uncertainties, including regulatory, competitive and other factors, which may cause actual financial or operating results or the timing of events to be materially different than those expressed or implied by forward-looking statements. Important factors that could cause or contribute
to such differences include, but are not limited to: business disruptions caused by natural disasters, pandemics such as the COVID-19 (coronavirus) outbreak, orincluding any variants, and the public health policy responses to the outbreak, international conflict or other disruptions outside of our control; our ability to accurately model or forecast the impact of the spread and/or containment of COVID-19, among other sources of business interruption, on our operations and financial results; most of our contracts may be terminated on short notice, and we may lose or experience delays with large client contracts or be unable to enter into new contracts; the market for our services may not grow as we expect; we may be unable to successfully develop and market new services or enter new markets; imposition of restrictions on our use of data by data suppliers or their refusal to license data to us; any failure by us to comply with contractual, regulatory or ethical requirements under our contracts, including current or future changes to data protection and privacy laws; breaches or misuse of our or our outsourcing partners’ security or communications systems; failure to meet our productivity or business transformation objectives; failure to successfully invest in growth opportunities; our ability to protect our intellectual property rights and our susceptibility to claims by others that we are infringing on their intellectual property rights; the expiration or inability to acquire third party licenses for technology or intellectual property; any failure by us to accurately and timely price and formulate cost estimates for contracts, or to document change orders; hardware and software failures, delays in the operation of our computer and communications systems or the failure to implement system enhancements; the rate at which our backlog converts to revenue; our ability to acquire, develop and implement technology necessary for our business; consolidation in the industries in which our clients operate; risks related to client or therapeutic concentration; government regulators or our customers may limit the scope of prescription or withdraw products
IQVIA HOLDINGS INC. 2022 Proxy Statement | 112 |
from the market, and government regulators may impose new regulatory requirements or may adopt new regulations affecting the biopharmaceutical industry; the risks associated with operating on a global basis, including currency or exchange rate fluctuations and legal compliance, including anti-corruption laws; risks related to changes in accounting standards; general economic conditions in the markets in which we operate, including financial market conditions and risks related to sales to government entities; the impact of changes in tax laws and regulations; and our ability to successfully integrate, and achieve expected benefits from, our acquired businesses; and the other factors set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2021, filed with the SEC, as such factors may be amended or updated from time to time in our subsequent periodic and other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov.www.sec.gov. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update any forward-looking statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments or otherwise.
By Order of the Board of Directors,
Eric M. Sherbet
Executive Vice President, General Counseland Secretary
Dated: February 26, 2021
28 , 2022
Danbury, Connecticut
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IQVIA HOLDINGS INC. | 113 |
Use of Non-GAAP Financial Reconciliations
USE OF NON-GAAP FINANCIAL MEASURES
This Proxy Statement includes financial measures not prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Non-GAAP financial information is provided to enhance understanding of our financial performance, but none of these non-GAAP financial measures are recognized terms under GAAP, and non-GAAP measures should not be considered in isolation from, or as a substitute analysis for, our results of operations as determined in accordance with GAAP. We use non-GAAP measures in our operational and financial decision makingdecision-making and believe that it is useful to exclude certain items in order to focus on what it regards to be a more meaningful indicator of the underlying operating performance of the business. For example, we exclude all the amortization of intangible assets associated with acquired customer relationships and backlog, databases, non-compete agreements and trademarks, trade names and other from non-GAAP expense and income measures as such amounts can be significantly impacted by the timing and size of acquisitions. Although we exclude amortization of acquired intangible assets from our non-GAAP expenses, we believe that it is important for investors to understand that revenue generated from such intangibles is included within revenue in determining net income attributable to the Company. InternalAs a result, internal management reports feature non-GAAP measures whichand are also used to prepare strategic plans and annual budgets and review management compensation. We also believe that stockholders may find non-GAAP financial measures useful for the same reasons, although stockholders are cautioned that non-GAAP financial measures are not a substitute for GAAP disclosures. Non-GAAP measures have limitations as an analytical tool. They are not presentations made in accordance with GAAP, are not measures of financial condition or liquidity and should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP.
Non-GAAP measures are frequently used by securities analysts, investors and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. Non-GAAP measures are not necessarily comparable to similarly titled measures used by other companies. As a result, stockholders should not consider such performance measures in isolation from, or as a substitute analysis for, our results of operations as determined in accordance with GAAP. Stockholders are encouraged to review the reconciliations below of these financial measures.
IQVIA HOLDINGS INC. | 114 |
IQVIA HOLDINGS INC. AND SUBSIDIARIES
NET INCOME TO ADJUSTED EBITDA RECONCILIATION
(in millions)
(unaudited)
(in millions) (unaudited) | Year Ended December 31, | 2021 | ||
NetIncomeAttributabletoIQVIAHoldingsInc. | $ | 966 | ||
Provision for income taxes |
| 163 | ||
Depreciation and amortization |
| 1,264 | ||
Interest expense, net |
| 369 | ||
Income in unconsolidated affiliates |
|
| ||
Income from non-controlling interests |
| 5 | ||
Deferred revenue purchasing accounting adjustments |
| 3 | ||
Stock-based compensation |
| 170 | ||
Other income, net |
|
| ||
Loss on extinguishment of debt |
| 26 | ||
Restructuring and related | expenses |
| 68 | |
Acquisition | expenses |
| 75 | |
| $ | 3,022 |
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IQVIA HOLDINGS INC. | 115 |
IQVIA HOLDINGS INC. AND SUBSIDIARIES
NET INCOME TO ADJUSTED NET INCOME RECONCILIATION
(in millions, except per share data)
(unaudited)
(in millions, except per share data) (unaudited) | Year Ended December 31, | 2021 | ||
NetIncomeAttributabletoIQVIAHoldingsInc. |
|
| $966 | |
Provision for income taxes |
| 163 | ||
Purchase accounting amortization(1) |
| 833 | ||
Income in unconsolidated affiliates |
|
| ||
Income from non-controlling interests |
| 5 | ||
Deferred revenue purchasing accounting adjustments |
| 3 | ||
Stock-based compensation |
| 170 | ||
Other income, net |
|
| ||
Loss on extinguishment of debt |
| |||
|
| 26 | ||
Restructuring and related | expenses |
| 68 | |
Acquisition | expenses |
| 75 | |
AdjustedPreTaxIncome |
|
| $2,222 | |
Adjusted tax expense |
|
| ||
Income from non-controlling interests |
|
| ||
Minority interest effect in non-GAAP adjustments(2) | (4) | |||
AdjustedNetIncome | $1,760 | |||
Adjustedearningspershareattributabletocommonstockholders: |
| |||
|
| |||
|
|
| $9.03 | |
| ||||
| |
| ||
|
|
| 191.4 | |
| ||||
|
| |||
Diluted | 195.0 |
(1) | Reflects all the amortization of acquired intangible assets. |
(2) | Reflects the portion of |
(in millions) | Twelve Months Ended December 31, 2021 |
NetCashprovidedbyOperatingActivities | $2,942 |
Acquisition of property, equipment and software | (640) |
FREE CASH FLOW | $2,302 |
IQVIA HOLDINGS INC. | 116 |
IQVIA Holdings Inc.
Amended and Restated Certificate of Incorporation
IQVIA HOLDINGS INC.
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
1. The name of the corporation is “IQVIA Holdings Inc.” (hereinafter referred to as the “Corporation”“Corporation”).
2. The street address and county of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive,1209 Orange Street, in the City of Wilmington, County of New Castle, 19808,19801, and the name of its registered agent at such address is Corporation TheService Company.Trust
3. The purpose for which the Corporation is organized is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).
4. Capitalization.
A. AuthorizedShares. The Corporation shall have authority to issue four hundred and one million (401,000,000) shares, consisting of (a) four hundred million (400,000,000) shares of Common Stock, par value $0.01 per share (the “CommonStock”); and (b) one million (1,000,000) shares of Preferred Stock, par value $0.01 per share (the “PreferredStock”).
B. CommonStock. All shares of Common Stock will be identical in all respects and will entitle the holders thereof to the same preferences, limitations and relative rights.
1. VotingRights. On all matters to be voted on by the Corporation’s stockholders, each holder of record of shares of Common Stock will be entitled to one vote per share so held.
2. Dividends. When and as dividends are declared or paid on shares of Common Stock, whether in cash, property or securities of the Corporation, each holder of record of shares of Common Stock will be entitled to a ratable portion of such dividend, based upon the number of shares of Common Stock then held of record by each such holder.
3. Liquidation. The holders of the Common Stock will be entitled to share ratably, on the basis of the number of shares of Common Stock then held by each such holder, in all distributions to the holders of the Common Stock in any liquidation, dissolution or winding up of the Corporation.
C. PreferredStock. The Preferred Stock may be issued from time to time in one or more series, the shares of each such series to have such designations, preferences, relative rights and powers, including voting powers (or qualifications, limitations or restrictions thereof) as are stated in the resolution or resolutions providing for the issuance of such series adopted by the Board of Directors of the Corporation. Authority is expressly granted to the Board of Directors, subject to the provisions hereof and to any limitations provided under the DGCL, to authorize the issuance of one or more series within the class of Preferred Stock, and with respect to each such series to determine and fix by resolution or resolutions the designations, preferences, relative rights and powers, including voting powers, full or limited, or no voting power, of such shares, or the qualifications, limitations or restrictions of such shares. This paragraph is intended to afford to the Board of Directors the maximum authority permitted under the DGCL.
5. Stockholders of the Corporation may not take any action by written consent in lieu of a meeting.
Subject to the requirements of applicable law, a special meeting of the stockholders of the Corporation may be called at any time (i) by a majority of the members of the Board of Directors or (ii) by the Chairman of the Board or Chief Executive Officer of the Corporation. Any special meeting of the stockholders shall be held on such date, at such time and at such place within or outside the State of Delaware as the Corporation may designate. Notice of every special meeting of the stockholders of the Corporation shall state the purpose or purposes of such meeting. No business may be transacted and no corporate action may be taken at a special meeting other than business within the purpose or purposes stated in the notice of the meeting unless all of the stockholders are present in person or by proxy, in which case any and all business may be transacted at the meeting even though the meeting is held without notice.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 117 |
The Corporation shall be entitled to treat the person in whose name any shares are registered as the owner thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such shares on the part of any other person, whether or not the Corporation shall have notice thereof, except as required by applicable law.
7. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. The number of directors which shall constitute the Board of Directors shall be not less than five (5) nor more than seventeen (17), and shall be fixed in such a manner as may be prescribed by the Bylaws. The directors shall be divided into three classes designated Class I, Class II and Class III with each class consisting, as nearly as possible, of one-third of the total number of directors constituting the entire Board of Directors. Each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected. If the number of directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class appointed or elected to fill a newly created directorship resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case shall a decrease in the number of directors remove or shorten the term of any incumbent director. A director shall hold office until the annual meeting at which his or her term expires and until his or her successor shall be elected and qualified, subject, however, to prior death, resignation, retirement, disqualification or removal from office. The Board of Directors is authorized to assign members of the Board of Directors already in office to their respective initial class.Eachdirectorwhoisservingasadirectorimmediatelyfollowingthe2022annualmeetingofstockholders,oriselectedthereafterasadirector,shallholdofficeuntiltheexpirationofthetermforwhichheorshehasbeenelected,anduntilhisorhersuccessorshallbeelectedandshallqualify,subject,however,topriordeath,resignation,retirement,disqualification,orremovalfromoffice.Atthe2023and2024annualmeetingsofstockholders,thesuccessorstotheclassofdirectorswhosetermsexpireateachsuchmeetingshallbeelectedforaone-yeartermexpiringatthesubsequentannualmeetingofstockholders.Atthe2025annualmeetingofstockholders,andateachmeetingofshareholdersthereafter,eachdirectorshallbeelectedforaone-yeartermexpiringatthenextannualmeetingofstockholders.Eachdirectorshallholdofficeuntiltheexpirationofthetermforwhichheorsheiselected,anduntilhisorhersuccessorshallbeelectedandqualified,subject,however,topriordeath,resignation,retirement,disqualificationorremovalfromoffice.InthecaseofanyvacancyontheBoardofDirectors,includingavacancycreatedbyanincreaseinthenumberofdirectors,thevacancymaybefilledbytheBoardofDirectorsforatermofofficecontinuinguntilthenextelectionofdirectorsbythestockholders.Class I directors shall initially serve for a term expiring at the first annual meeting of stockholders following the effectiveness of this Certificate of Incorporation, Class II directors shall initially serve for a term expiring at the second annual meeting of stockholders following the effectiveness of this Certificate of Incorporation and Class III directors shall initially serve for a term expiring at the third annual meeting of stockholders following the effectiveness of this Certificate of Incorporation. At each succeeding annual meeting, successors to the class of directors whose term expires at that annual meeting shall be elected for a term expiring at the third succeeding annual meeting of stockholders.
8. In furtherance and not in limitation of the powers conferred by law, the Board of Directors is expressly authorized to adopt, alter, amend and repeal the Bylaws of the Corporation. Any amendment, alteration, change, addition or repeal of the Bylaws of the Corporation by the stockholders of the Corporation shall require the affirmative vote of the holders of a majority of the at least seventy-five percent (75%)shares of the Corporationoutstandingpresent in person or by proxy at a meeting and entitled to vote on such amendment, alteration, change, addition or repeal., voting together as a class,
9. Subject to the Bylaws of the Corporation, the stockholders may, at any meeting the notice of which shall state that it is called for that purpose, remove, only for cause and with the affirmative vote of the holders of a majority of the at least seventy-five percent (75%)shares of the Corporationoutstanding,
then entitled to vote at an election of directors,voting together as a class,, any Director, or the entire Board of Directors, and fill the vacancy or vacancies; in each case provided that whenever any director shall have been elected by a voting group of stockholders, only the stockholders from that voting group may participate in the vote to remove him or her, and such vacancy may be filled only by the holders of shares of that voting group. Subject to the Bylaws of the Corporation, vacancies caused by any such removal and not filled by the stockholders at the meeting at which such removal shall have been made, or any vacancy caused by the death or resignation of any director or for any other reason, and any newly created directorship resulting from any increase in the authorized number of Directors, may be filled only by the affirmative vote of a majority of the directors then in office, although less than a quorum. Any director so elected to fill any such vacancy or newly created directorship shall hold office until the next election of the class for which such director has been chosen and until his or her successor is elected and qualified or until his or her earlier resignation or removal.Subjecttotherights,ifany,oftheholdersofsharesofPreferredStockthenoutstanding,(i)anydirectorwhopriortothe2022annualmeetingofstockholderswaselectedtoathree-yearterm(a“ClassifiedTerm”)thatcontinuesbeyondthedateofthe2022annualmeeting(a“ClassifiedDirector”)mayberemovedfromofficeduringsuchClassifiedTermbythestockholdersoftheCorporationonlyforcause,andonlybytheaffirmativevoteoftheholdersofamajorityofthesharesoftheCorporationthenentitledtovotegenerallyintheelectionofdirectors,consideredforthepurposesofthisSection9asoneclass,and(ii)anydirectorthatisnotaClassifiedDirectormayberemovedfromofficebythestockholdersoftheCorporation,withorwithoutcause,bytheaffirmativevoteoftheholdersof
IQVIA HOLDINGS INC. 2022 Proxy Statement | 118 |
amajorityofthesharesoftheCorporationthenentitledtovotegenerallyintheelectionofdirectors,consideredforthepurposesofthisSection9asone class.
Subject to the Bylaws of the Corporation, when one or more directors shall resign effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office as herein provided in connection with the filling of other vacancies.
10. Limitation of Director Liability; IndemnificationIndemnification.
(A) LimitationofDirectorLiability. To the fullest extent that the DGCL or any other law of the State of Delaware (as they exist on the date hereof or as they may hereafter be amended) permits the limitation or elimination of the liability of directors, no director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. No amendment to, or modification or repeal of, this Article 10 shall adversely affect any right or protection of a director of the Corporation existing hereunder with respect to any state of facts existing or act or omission occurring, or any cause of action, suit or claim that, but for this Article 10, would accrue or arise, prior to such amendment, modification or repeal. If the DGCL is amended after the Effective Time to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
(B) Indemnification.
1. NatureofIndemnity. The Corporation shall indemnify any person (an “Indemnitee”) who at any time serves or has served as a director or officer of the Corporation, or at the request of the Corporation is or was serving as a director, officer, partner, member, trustee, employee or agent of any other foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan, or other enterprise, or as a trustee or administrator under any employee benefit plan of the Corporation or any wholly owned subsidiary thereof (any such entity, an “OtherEntity”), to the fullest extent from time to time permitted by law in the event he or she is or is threatened to be involved as a party, witness or otherwise in any threatened, pending or completed action, demand, suit or proceeding, whether civil, criminal, administrative, arbitrative, investigative or other and whether formal or informal, including but not limited to any investigation, inquiry, hearing or alternative dispute resolution process, whether or not brought by or on behalf of the Corporation, by reason of the fact that he or she is or was acting in such capacity; provided, however, that the Corporation shall not indemnify any such Indemnitee against liability or expenses such person may incur on account of his or her activities which were, at the time taken, known or believed by him or her to be clearly in conflict with the best interests of the Corporation. The rights of those receiving indemnification hereunder shall, to the fullest extent from time to time permitted by law, cover (1) reasonable expenses, including without limitation all reasonable attorneys’ fees actually
incurred by him or her in connection with any such action, suit or proceeding; (2) all payments made by him or her in satisfaction of any judgment, money decree, fine (including an excise tax assessed with respect to an employee benefit plan), penalty, or settlement for which he or she may have become liable in such action, suit or proceeding; and (3) all reasonable expenses incurred in enforcing the indemnification rights provided herein. The rights granted herein shall not be limited by the provisions contained in Section 145 of the DGCL.
2. DeterminationThatIndemnificationIsProper. The Board of Directors shall take all such action as may be necessary and appropriate to authorize the Corporation to pay the indemnification required by Article 10(B)(1), including without limitation making a determination that indemnification is permissible in the circumstances and a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him or her. The Board of Directors may appoint a committee or special counsel to make such determination and evaluation. The Board of Directors may give notice to, and obtain approval by, the stockholders of the Corporation for any decision to indemnify.
3. AdvancePaymentofExpenses. Expenses incurred by a director or an officer in connection with an action, suit or proceeding referred to in Article 10(B)(1) shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount unless it shall ultimately be determined that he or she is entitled to be indemnified by the Corporation pursuant to this Article 10(B); provided, however, that the Corporation shall have no obligation to advance expenses incurred by a director or officer with respect to
IQVIA HOLDINGS INC. 2022 Proxy Statement | 119 |
any claim initiated by such director or officer without the prior written consent of or authorization of the Board of Directors (other than a claim brought by a director or officer to enforce his or her or rights under this Article 10). Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate. The Board of Directors may authorize the Corporation’s legal counsel to represent such director, officer, employee or agent in any action, suit or proceeding, whether or not the Corporation is a party to such action, suit or proceeding.
4. NoDuplicationofPayments. The Corporation shall not be liable under this Article 10(B) to make any payment in connection with any claim made against any Indemnitee to the extent such person has otherwise received payment (under any insurance policy, bylaw or otherwise) of the amounts otherwise payable as indemnity hereunder; provided, however, that the Corporation agrees that, as between the Corporation, on the one hand, and any Sponsor Stockholder with whom a director is or was affiliated and any insurer providing insurance coverage to such Sponsor Stockholder, on the other hand, the Corporation (1) is the indemnitor of first resort under this Article 10 (i.e., its obligations under this Article 10 are primary and any indemnification or advancement obligations of any Sponsor Stockholder with whom a director is or was affiliated and the obligations of any insurer of such Sponsor Stockholder to provide insurance coverage with respect to the same obligations are secondary), (2) shall be required to advance the full amount of expenses incurred by the director and shall be liable for the full amount of indemnification obligations as required by the terms of this Certificate of Incorporation and any other agreements the Corporation may have with the director, without regard to any rights the director may have against such Sponsor Stockholder, and (c) unconditionally and irrevocably waives, relinquishes, releases such Sponsor Stockholder from and agrees not to exercise any rights that it may have with respect to any and all claims for contribution, subrogation or any other recovery of any kind in respect thereof. For purposes of this Article 10, “SponsorStockholder” means any current or former stockholder that is or was party to the Stockholders Agreement (as defined below), any
Affiliate (as defined in the Stockholders Agreement) of such stockholder (other than the Corporation and its subsidiaries), and/or any other investment entity or related management company that is advised by the same investment adviser as any of the foregoing entities or by an Affiliate (as defined in the Stockholders Agreement) of such investment adviser.
5. Subrogation. Subject to the limitations set forth in Article 10(B)(4), in the event of payment of indemnification to an Indemnitee, the Corporation shall be subrogated to the extent of such payment to any right of recovery such person may have and such person, as a condition of receiving indemnification from the Corporation, shall execute all documents and do all things that the Corporation may deem necessary or desirable to perfect such right of recovery, including the execution of such documents necessary to enable the Corporation effectively to enforce any such recovery.
(C) Insurance. The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, trustee, employee, member or agent of the Corporation, or was serving at the request of the Corporation as a director, officer, trustee, employee, member or agent of an Other Entity, against any liability asserted against the person and incurred by the person in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power or the obligation to indemnify such person against such liability under the provisions of this Article 10 or the DGCL.
(D) Non-ExclusivityofRights. The rights conferred on any Indemnitee by this Article 10 are not exclusive of other rights arising under any bylaw, agreement, vote of directors or stockholders or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs and legal representatives of such Indemnitee. The Corporation may enter into an agreement with any of its directors, officers, employees or agents providing for indemnification and advancement of expenses, including attorneys’ fees, that may change, enhance, qualify or limit any right to indemnification or advancement of expenses created by this Article 10.
(E) Survival;AmendmentorRepeal. The foregoing provisions of this Article 10 shall be deemed to be a contract between the Corporation and each Indemnitee at any time while these provisions as well as the relevant provisions of the DGCL are in effect and any repeal or modification thereof shall not affect any right or obligation then existing with respect to any state of facts then or previously existing or any action, suit, or proceeding previously or thereafter brought or threatened based in whole or in part upon any such state of facts. Such a contract right may not be modified retroactively without the consent of the Indemnitee.
IQVIA HOLDINGS INC. 2022 Proxy Statement | 120 |
OtherIndemnification. This Article 10 shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to Indemnitees or persons other than Indemnitees when and as authorized by appropriate corporate action, including without limitation by separate agreement with the Corporation.
11. Except as set forth herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred on stockholders herein are granted subject to this reservation.
12. Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept (subject to any provision contained in applicable law) outside the State of Delaware at such place as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.
13. The stockholders of the Corporation shall have no right to cumulate their votes for the election of directors.
14. Renouncement of Corporate Opportunity.
A. Scope. The provisions of this Article 14 are set forth to define, to the extent permitted by applicable law, the duties of Exempted Persons (as defined below) to the Corporation and, to the extent applicable, its stockholders, with respect to certain classes or categories of business opportunities. “ExemptedPerson” means each of the Bain Shareholders, the TPG Shareholders, the CPP Shareholder and the LG Shareholders (each as defined in the Shareholders Agreement, dated as of May 3, 2016, by and among the Corporation and certain of its stockholders named therein, as such agreement existed as of May 3, 2016 (the “StockholdersAgreement”)), their respective Affiliates (other than the Corporation and its subsidiaries), TPG Global, LLC and Bain Capital, LLC and their Affiliates and all of their respective partners, principals, directors, officers, members, managers, managing directors and/or employees, including any of the foregoing who serve as officers or directors of the Corporation. Solely for purposes of this Article 14, references to “Affiliate”, “Nominee”, and “StockholderGroup” have the meaning ascribed to such terms in the Stockholders Agreement.
B. CompetitionandAllocationofCorporateOpportunities. The Exempted Persons shall not have any fiduciary or other duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as the Corporation or any of its subsidiaries. To the fullest extent permitted by applicable law, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to the Exempted Persons, even if the opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and each such Exempted Person shall have no duty to communicate or offer such business opportunity to the Corporation and, to the fullest extent permitted by applicable law, shall not be liable to the Corporation or any of its subsidiaries or, to the extent applicable, any of its or their stockholders, for breach of any fiduciary or other duty, as a director or officer or otherwise, by reason of the fact that such Exempted Person pursues or acquires such business opportunity, directs such business opportunity to another person or fails to present such business opportunity, or information regarding such business opportunity, to the Corporation or its subsidiaries.
C. CertainMattersDeemedNotCorporateOpportunities. In addition to and notwithstanding the foregoing provisions of this Article 14, a corporate opportunity shall not be deemed to belong to the Corporation if it is a business opportunity that the Corporation is not financially able or contractually permitted or legally able to undertake, or that is, from its nature, not in the line of the Corporation’s business or is of no practical advantage to it or that is one in which the Corporation has no interest or reasonable expectancy.
D. EffectofStockholdersAgreement. The provisions of Sections B and C of this Article 14 (i) shall be subject to compliance with any procedures regarding corporate opportunities specified in the Stockholders Agreement and (ii) shall continue with respect to an Exempted Person until the first date that both of the following conditions are true (a) such Exempted Person’s applicable Stockholder Group is not entitled to designate at least one (1) Nominee to the Board of Directors of the Corporation pursuant to the Stockholders Agreement, and (b) no individual is serving on the Board who has at any time been designated as a Nominee by such Exempted Person’s applicable Stockholder Group.
E. AmendmentofthisArticle14. No amendment or repeal of this Article 14 in accordance with the provisions of Article 11 shall apply to or have any effect on the liability or alleged liability of any Exempted Person for or with respect to any activities or opportunities of which such Exempted Person becomes aware prior to such amendment or repeal. This Article 14 shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Certificate of Incorporation of the Corporation, the Corporation’s bylaws or applicable law.
0 ∎
IQVIA HOLDINGS INC.
Proxy for Annual Meeting of Stockholders on April 13, 2021
Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Ari Bousbib, Ronald E. Bruehlman, and Eric M. Sherbet, and each of them, with full power of substitution and power to act alone, as proxies to vote all the shares of Common Stock which the undersigned would be entitled to vote if personally present and acting at the Annual Meeting of Stockholders of IQVIA HOLDINGS INC., to be held on April 13, 2021 at 9:00 a.m., E.D.T., at the Ethan Allen Hotel, 21 Lake Avenue Extension, Danbury, Connecticut 06811, and at any postponements or adjournments thereof, as follows:
(Continued and to be signed on the reverse side)
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ANNUAL MEETING OF STOCKHOLDERS OF
IQVIA HOLDINGS INC.
April 13, 2021
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IQVIA HOLDINGS INC. 2022 Proxy Statement |
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Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet. Back to Contents
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