Message from our Lead Independent Director

IQVIA HOLDINGS INC. 2400 Ellis Road Durham, North Carolina 27703

John M. Leonard, M.D. Lead Independent Director February 23, 2024

Dear Stockholders:

On behalf of the Board of Directors, I would like to thank you for your continued support of IQVIA. As your Lead Independent Director, it is my distinct pleasure to outline the efforts of the Board to provide robust, independent oversight in furtherance of your interests. Throughout 2023, consistent with prior years, the Board worked closely with our Chief Executive Officer and management team to further IQVIA’s overall mission, enhance our corporate governance program, advance our sustainability initiatives, and to proactively engage with our stockholders.

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

An essential role of the Board is to provide robust corporate governance and effective independent oversight of IQVIA’s corporate strategy and execution. The Board regularly reviews our corporate governance policies and practices and has continued to make enhancements that we believe are in the best interests of the Company and our stockholders. Key 2023 accomplishments include, among others:

The Board works closely with our Chief Executive Officer and senior management to formulate and oversee the Company’s long-term strategy to ensure that we are well positioned to succeed in a complex and rapidly changing healthcare environment. 

We oversee the Company’s sustainability initiatives.

The Nominating and Governance Committee (N&G Committee) of the Board has oversight responsibility of sustainability matters. Colleen Goggins, the Chair of the N&G Committee, and I actively advance our continuing sustainability efforts and initiatives through regular meetings with our Chief Executive Officer and management team and with our stockholders. We are very proud of our recent sustainability accomplishments, which include, among others:

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We invite you to review our 2023 Environmental, Social and Governance Report, which is available on our website at https://www.iqvia.com/esg, and to learn more about our sustainability priorities and practices beginning on page 38 of this Proxy Statement.

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

Engagement with stockholders remains a key focus for IQVIA and an important part of the Board’s longstanding commitment to sound governance practices and responsiveness to stockholder input. Our annual stockholder engagement program involves meetings with a broad base of stockholders to discuss performance, corporate governance, environmental and social impacts, human capital management, executive compensation and other matters of importance. During the past year, both Colleen and I regularly participated in these meetings. Our ongoing dialogue with stockholders provides us with valuable insight and feedback throughout the year, allowing the Board to better understand our stockholders’ priorities and perspectives and to incorporate them into the Board’s deliberations and decision-making processes. During 2023, we engaged with stockholders representing approximately 35% of our outstanding common stock.

As we move forward in 2024 and beyond, we will continue to work hard on your behalf as stewards of the Company to help ensure the continued success of IQVIA. On behalf of the full Board, I sincerely thank you for your continued trust and investment in IQVIA. Your vote is important, and we kindly request that you support our voting recommendations contained in this Proxy Statement and invite you to share your perspectives with us throughout the year.

Sincerely,

John M. Leonard, M.D.

Lead Independent Director

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Message from our CEO

IQVIA HOLDINGS INC. 2400 Ellis Road Durham, North Carolina 27703

Ari Bousbib Chairman and Chief Executive Officer February 23, 2024

Dear Stockholders:

At IQVIA, our mission is to accelerate innovation for a healthier world. Our 87,000 global employees across more than 100 countries are passionate about solving healthcare’s most complex challenges. We integrate our cutting-edge technology with our world class services to deliver innovative solutions for over 10,000 life science, regulator and provider customers.  

Our industry faced another year of unprecedented turmoil, with geopolitical instability and macroeconomic forces continuing to wreak havoc across the globe. Despite this tumultuous environment, I am proud that we delivered improvements across our key financial and operational metrics and, importantly, ensured patients maintained access to the critical therapies they need. 

The outlook for our industry is extremely robust. The demand for innovation has never been greater, the funding for this innovation has never been higher, and the number of molecules in development has never been larger. More than 100 new oncology drugs are expected to be developed and commercialized in the next five years, as many as 50 cell, gene and mRNA therapies will come to market in that timeframe and the growth of the pharmaceutical market is expected to reach 8% CAGR by 2028. This is a time of unprecedented medical progress and IQVIA is uniquely positioned to support our industry deliver on its promise to improve patient lives.  

Financial, Strategic and Operational Achievements

In 2023, revenue grew to $15.0 billion, representing 4% growth on a reported basis and 4.1% growth on a constant currency basis. Adjusted EBITDA, our primary measure of profitability, grew 6.7% to $3.6 billion and adjusted diluted earnings per share increased by 0.4% to $10.20. Adjusting for the impact of the step-up in interest rates and the UK corporate tax rate, adjusted diluted earnings per share grew by 12%. 

Across each of our core business segments, we delivered on our expectations. Research & Development Solutions (R&DS) grew 6% on a reported basis, 6% on a constant currency basis and 13% at constant currency when we eliminate Covid-related business from both years. Our Contract Sales & Medical Solutions (CSMS) business declined by 2.2% on a reported basis and 0.3% at constant currency. Our Technology & Analytics Solutions (TAS) business grew 2.0% on a reported basis and 2.1% at constant currency.

This year we took the opportunity to refinance tranches of our debt with nearer term maturities. In November, we successfully refinanced approximately $2.75 billion dollars, effectively extending maturities to 2029 and 2031. The strong demand for IQVIA debt allowed us to tighten pricing and lock-in an average fixed rate below 4.9 percent after swaps.  This refinancing reduced our interest rate risk with over 80 percent of our debt now at fixed rates. 

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The strength of our balance sheet and strong cash flow allowed us to invest $649 million on internal development projects, deploy almost $1 billion to make strategic acquisitions and investments, and return approximately $1 billion of cash to stockholders through the repurchase of more than 5 million shares of our common stock at an average price of $197 per share. 

Underpinning our financial performance were strong strategic and operational achievements, which included:

Investments in Talent

IQVIA attracts talent that is passionate about improving patient outcomes. We invest heavily so our talent can accomplish this goal. This year we made significant progress against our learning and development agenda, for example we:

We want our talent to be reflective of the communities we serve as well as feel that they belong at IQVIA so they can make a meaningful contribution to the Company’s mission. This year we have seen a 110% increase in our Employee Resource Group membership with almost 12,000 members across eight global ERGs representing 73 countries. We have 90 different ethnicities represented across our employee population, 61% of our global workforce are women, 52% of our global managers are women and 40% of IQVIA’s Board of Directors are women. In the U.S. alone, almost 40% of our employees identify as minority and 44% of new hires identify as minority. 

Through our semi-annual Employee Pulse Survey, we continue to measure the progress we are making in employee engagement and satisfaction. 87% of employees see a clear link between their work and our shared vision, 5 points above the Fortune 500 benchmark. 79% of employees feel like they belong at the Company, 3 points above the Fortune 500 benchmark, and 88% feel they are acquiring the skills they need to be successful, 7 points above the Fortune 500 benchmark.   

Environmental, Social and Governance Enhancements

In line with our commitment to net zero we verified our greenhouse gas emissions reduction targets - including our net zero by 2050 target - with the Science Based Targets initiative (SBTi). We reduced our absolute scope 3 emissions by 31% and removed over 3,000 kg of single use plastics from our business. In addition, we increased the reuse of electronic devices by more than five times. We continue to reduce our global real estate footprint and therefore our energy

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consumption and emissions. We now have thirteen labs across Europe, Asia and the Americas that have achieved the My Green Lab certification. In furtherance of our sustainability agenda, we continue to work with our suppliers to commit to and set SBTi targets, including mandatory training as part of their supplier agreements.

In support of our commitment to public health we established our dedicated global public health business in 2023.  IQVIA Public Health now works with more than 75 clients across the globe. We partner with some of the largest NGOs in the world, including the Global Fund and (RED) to improve the detection of threats before they become pandemics in low to middle income countries. IQVIA also works with the Coalition for Epidemic Preparedness (CEPI) in support of its 100 Days Mission, an ambitious plan to compress vaccine development timelines to 100 days. In October we held our second annual Africa Health Summit in Kigali, Rwanda, bringing together nearly 300 healthcare stakeholders from 28 different countries to discuss how to address the diverse unmet needs across the continent. 

IQVIANs continue to make a positive impact in their communities. In 2023, IQVIANs donated their time to a variety of community service activities. These included supporting adults with learning difficulties, helping students from disadvantaged backgrounds improve their career prospects, campaigning for stem cell donor registrations, staffing food banks, refurbishing schools and more. This generosity of spirit is truly humbling.

We are continually strengthening our corporate governance program, which is critical in supporting our sustainability goals, promoting accountability, and driving long term shareholder value. Since 2020, we have made more than 25 distinct enhancements to our corporate governance program, as well as added significant additional disclosures to provide greater transparency on our policies and practices. Our key accomplishments in 2023 were outlined by our lead independent director in his message above.

We were pleased to be recognized in FORTUNE’s annual list of World’s Most Admired Companies for the seventh year in a row. For the third year in a row, IQVIA was named the number one most admired company in our category, Healthcare: Pharmacy and Other Services. In addition, IQVIA earned first place ranking in six of nine categories, including quality of management, people management, innovation, quality of products and services, global competitiveness, and use of corporate assets.

Looking to 2024 and beyond, I am confident that our industry will weather the geopolitical and macroeconomic challenges we face. Demand for innovation remains strong as patients continue to look to our industry to provide the best possible outcomes for them and their families. As always, IQVIA stands resourced and ready to support our customers deliver for the patients we collectively serve. 

I, and everyone at IQVIA, deeply value the trust that our customers, stockholders, and partners around the world continue to place in us. I look forward to keeping you updated throughout 2024. 

Ari Bousbib

Chairman and Chief Executive Officer

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Who We Are

We haveIQVIA has one of the largest and most comprehensive collections of healthcare information in the world, including more than 1.2 billion comprehensive, longitudinal, non-identified unique patient records spanning sales, prescriptions, promotions,prescription and promotional data, medical claims, electronic medical records, genomics and social media secured bymedia. We continue to grow our information set to offer even greater intelligence—we currently hold more than 61 petabytes of proprietary data sourced from approximately 150,000 data suppliers and over 1 million data feeds globally. As a wide varietyglobal leader in protecting individual patient privacy, we employ a range of privacy-enhancing technologies and safeguards.safeguards to protect individual identities all while generating insights at scale. With our sophisticated analytics and global technology infrastructure, we help our clients use this data to run their organizations more efficiently and make better decisions.

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Commitment to Public Health

We intend to achievepursue 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 clientscustomers 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.

At the Forefront of Creating a Healthier World

We are on the frontlines of the global public health conversation through ongoing

Our work with nonprofit organizations, government agencies, non-governmental organizations (NGOs), patient advocacy groups and other healthcare stakeholders.stakeholders puts us on the front lines of the global public health conversation. We are settingset 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 14infrastructure and standards. We actively build collaborations in the global health Product Development Partnerships, fundedspace, with the aim to promote health equity in part bydeveloping nations and improve health outcomes globally. These projects often span several years and include a mix of sponsorship and sharing of our knowledge and experience. At an international level, we have ongoing relationships with the World Economic Forum, the Bill and Melinda Gates Foundation. By partnering withFoundation and the consortium members, IQVIA provides accessGlobal Fund to Fight AIDS, Tuberculosis and Malaria. Through these collaborations, we utilize our capabilities and networks to enable progress on global clinical development infrastructure and standards, particularly in the areas of infectious diseases such as HIV, malaria and tuberculosis.health challenges. 

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

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

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.

Regulatory evolution. evolution.IQVIA works alongside regulators and policymakers to foster a regulatory environment that advances human health and the conduct of clinical trials. We wereModernizing clinical trials and evidence generation is at the only companycore of IQVIA’s mission and a key priority for regulators, especially following the pandemic. From validating decentralized trial approaches through regulatory engagement to early leadership in dose optimization trial designs, IQVIA is at the forefrontof trial optimization and shaping regulatory thinking.

Transforming public health in Africa. Alongside our industrypartnership with (RED) and The Global Fund (see page 46) and our contribution to actively participateresearch on antimicrobial resistance, we are partnering with stakeholders to support pandemic preparedness, develop a coordinated clinical trials ecosystem, evaluate healthcare supply chains and assess the deployment of digital health platforms in the developmentregion. In 2023, we held the second IQVIA Africa Health Summit in Kigali, Rwanda—a two-day event that brought together public health experts to share knowledge and passageexchange ideas about how to advance Africa’s health through data, technology and innovative research. More than 280 attendees participated, representing 28 countries, in interactive sessions covering topics such as driving health innovation through clinical research and the role of innovation in improving access to healthcare.  

Pioneering New Heights for Diversity in Clinical Trials

IQVIA has developed significant capabilities to assist sponsors in enrolling diverse populations, including traditionally underserved communities, into clinical research studies. This is accomplished by embedding diversity across planning and execution of clinical trials that reflect the 21st Century Cures Act, including testifying beforecommunities impacted by the U.S. House Energydisease or conditions under study to advance scientific understanding, improve health equity and Commerce Health Subcommittee onaccelerate new therapies. IQVIA believes achieving diverse representation in clinical trials requires a proactive, concerted approach that begins at the topicearliest stages of “Modernizing of Clinical Trials.”trial

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Combating COVID-19

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.

	Advising Healthcare Actors Throughout the pandemic, we have maintained regular dialogue with governments, regulators, payers and life sciences companies, providing them with up-to-date insights on the spread and impact of COVID-19, including from our AI-based disease trackers and prediction models.
	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 world to support public health decisions. The simulator focused on total active cases, rather than hospitalizations or deaths, as a metric that spoke to the overall impact COVID-19 was having. The simulation showed the number of active cases (per population), shape of increase of the curve, timing of the apex of the curve, and the shape and timing of the decline from the apex.
	The Preparedness and Treatment Equity Coalition 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 communities.
	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.

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planning and is deliberately factored into site selection, site training and recruitment strategy. IQVIA’s multi-faceted, trial-lifecycle approach to Contentsachieving clinical trial diversity is designed to address known and suspected causes of underrepresentation, while also considering challenges specific to the therapeutic area and trials overall. 

IQVIA has established its leadership position in this important initiative, working closely with health regulators, sponsors, and industry associations, along with making significant internal investments, to drive increased diversity in clinical trials, which we believe to be essential to understanding potential variability in treatment effect, inform better health care decisions and contribute to improving health equity.

Recently, we supported a large pharmaceutical company in a respiratory syncytial virus (RSV) vaccine trial and through use of our data and novel site and direct-to-patient strategies to increase ethnic diversity participation, we were able to achieve over 1.7 and 1.6 times higher enrollment rates of Black and Hispanic participants, respectively, than originally expected. This built on the success we achieved across our COVID-19 vaccine trials, where we achieved 1.7 times higher enrollment of diverse populations than our peers. 

Leveraging a distinctive combination of diversity regulatory insights, epidemiology and therapeutic expertise and data assets, IQVIA supports sponsors both large and small in developing meaningful and achievable diversity plans for regulators.

Sustainability and ESG Highlights

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

As an industry leader, we continually look for ways to advance and strengthen our sustainability and citizenship efforts and report on our progress. You can find more details about all the topics below as well as other important information related to our sustainability effortsprogress each year in our 2021annual ESG Report, which is available on our website at https://www.iqvia.com/esg.

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Select highlights of our ESG-related2023 sustainability-related accomplishments:

Environment •   AlignedThe Science Based Targets initiative (SBTi) verified our 2021 ESG Reportgreenhouse gas (GHG) emissions reduction targets, setting a roadmap with TCFD, GRIclearly defined actions as we aim to achieve a 55% reduction in our scope 1 and SASB ESG reporting frameworksscope 2 emissions by 2030 and achieve net zero emissions by 2050 •   PublishedOur scope 3 emissions decreased by 31% from 2021 to 2022, largely due to reductions in emissions from purchased goods and services, capital goods, and transport and distribution •   IQVIA worked closely with its supply chain to develop strategies to further reduce GHG emissions, resulting in 33% of IQVIA’s in-scope suppliers by emissions having or having committed to science-based targets Governance •   Adopted stockholders’ right to request a special meeting of stockholders •   Adopted two clawback policies, one applicable to 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 thatSection 16 officers in the Audit Committee has oversight over such matters •  Further enhanced stockholder rights by proposing to declassify our Board •  Enhanced the diversity of our Board through the appointment of two racially/ethnically diverse women as directors, and enhanced diversity disclosure for our Board •  Strengthened our Diversity & Inclusion (D&I) efforts with the appointmentevent of a senior leadermaterial financial restatement and a second, supplemental clawback policy that applies to a wider set of employees and covers a broader set of misconduct, allowing the Company to recover from executive officers and certain other employees who are determined to have engaged in, or in some cases to have been aware of or willfully blind to, certain detrimental conduct •   For the seventh year in a row, IQVIA was named one of the World’s Most Admired Companies in FORTUNE’s annual survey. For the third year in a row, IQVIA was named the number one most admired company in our D&I program, among other achievementscategory, Healthcare: Pharmacy and Other Services. In addition, IQVIA earned first place ranking in six of nine categories, including quality of management, people management, innovation, quality of products and services, global competitiveness, and use of corporate assets Human Capital •   Racial, ethnic and gender diversity for 20212023 IQVIA U.S. new hires in the US exceeded the levels for the overall USIQVIA U.S. workforce, continuing a trend from 2022 and 2021 •   Increased the frequency ofBuilding upon past learnings and successes, launched new global Diversity, Inclusion & Belonging Plan, furthering our initiatives in this area through actions designed to support growth and innovation in our programs and processes •   Disclosed specific targets on employee engagement surveyssurvey results relative to twice annuallybenchmark scores for our named executive officers, which impact short-term compensation payouts, tying executive compensation to our human capital management efforts, which are critical to achieving our financial results   •  Reduced our total and per-employee GHG emissions compared to the prior year beyond our expectations •  Transitioned to 100% renewable energy supply in our Scottish laboratory and initiated efforts for other facilities to achieve the same over time •  Removed all single-use plastics from our office facilities worldwide

 

See pages 34-4338-48 for more information regarding our sustainability and ESG program.

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Corporate Governance Highlights

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.

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

Director Snapshot

The following table provides information about our Nominees,director nominees, assuming they are reelected at the 2022 Annual Meeting,2024 annual meeting and continuing directors.

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** Director nominees up for election to Contentsone-year terms.

Declassification of Board of Directors

At our 2022 annual meeting, stockholders provided overwhelming support for the Company’s proposal to declassify our Board. As a result, we amended our Certificate of Incorporation to eliminate the classification of our Board over a three-year period beginning with the 2023 Annual Meeting. Beginning with the 2025 annual meeting, 100% of our director nominees will be elected for one-year terms. All of our 2024 director nominees, representing 60% of our Board, are up for election to one-year terms this year and 100% of our directors will be up for election to one-year terms in 2025.

Board Diversity

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

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Qualifications and Experience of Directors

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

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

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Executive Compensation Practices Highlights

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 summarizedhighlighted below.

Say-on-Pay

The Board and the LDC Committee strive to ensureBelow we highlight key practices that we consider good governance features of our executive compensation program alignsprogram.

WHAT WE DO
		Align significant percentage of executive pay with performance				Use an objective, formulaic approach to determining short-term incentive awards
		Annual say-on-pay vote				Appropriately balance short- and long-term incentives
		Set challenging yet achievable performance objectives for our named executive officers				Conduct annual performance evaluations of the named executive officers at the LDC Committee level
		Conduct an annual compensation risk review and assessment				Limit LDC Committee discretion to adjust short-term incentive awards to no more than 1/6th of the final award
		Offer transparent disclosure of achievements for all performance measures and metrics used to determine short-term incentive awards				Align executive compensation with stockholder returns by providing the majority of total compensation in the form of performance-based long-term incentive awards
		Align executive compensation with progress on ESG matters by including specific ESG-related objectives in our short-term incentive award program				Regularly engage with our stockholders on our compensation program and implement enhancements based on feedback received
		Use multi-year vesting requirements for long-term awards				Utilize expertise of an external independent compensation consultant
		Include non-solicitation and non-competition provisions in award agreements				Disclose targets for long-term incentive awards upon vesting
		Cap the payout at target for the portion of performance share awards based on Relative Total Shareholder (TSR) if our absolute TSR for the three-year performance period is negative				Have two clawback policies, one applicable to our Section 16 officers in the event of a material financial restatement and a second, supplemental clawback policy that applies to a wider set of employees and covers a broader set of misconduct
		Maintain meaningful share ownership guidelines				Utilize a competitive peer group

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WHAT WE DON’T DO
		Sign contracts with multi-year guaranteed salary increases or non-performance bonus arrangements				Reprice underwater stock options or Stock Appreciation Rights (SARs) without stockholder approval
		Gross up for excise taxes				Pay unearned dividends prior to vesting
		Have single-trigger equity vesting				Allow hedging or pledging of Company shares

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

To further align the interests of our executive officers with those of our stockholders, a substantial portion of the total compensation paid to our executive officers is delivered in the form of performance-based and reflectstime-based equity awards. Performance share awards (also referred to as PSUs herein), which are earned over a three-year period, are based on Adjusted (Earnings Per Share) EPS performance, which accounts for 75% of the award, and Relative Total Stockholder Return (Relative TSR) performance, which accounts for 25% of the award. The number of performance shares a named executive officer may earn ranges from 0% of the executive’s target award to 200% of the target award. Prior to 2023, even if our pay-for-performance philosophy. In 2021,Relative TSR performance was negative, executives could still earn up to 200% of that portion of the Board committedaward depending upon our performance relative to implementing the say-on-pay frequency approved by a majority of stockholders atS&P 500 over 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.

three-year performance period. See pages 49-8069-71 for more information regardingon our Long-Term Incentive Awards.

New for 2023. In response to investor feedback, and after a review of market practice, the LDC Committee changed the criteria used to select the Company’s compensation peer group to better align with the Company’s near-term strategic objectives and, based on the new criteria, selected a new compensation peer group used for all named executive officers, including our Chief Executive Officer, eliminating the supplemental compensation program.peer group previously used for our Chief Executive Officer. We also significantly increased disclosure about the criteria used to select the compensation peer group.

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

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

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

CEO and Named Executive Officer Pay Mix

The following charts reflect the mix of pay for our Chief Executive Officer (89.0% performance-linked) and the average for our other named executive officers (82.9% performance-linked).

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Board of Directors

Our

The Board is currently made up of eleventen directors. Set forth below is biographical information for each of 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.

ClassIIIDirectors

Director Nominees forElectiontoaThree-Year One-Year TermExpiringatthe2025AnnualMeetingofStockholders

	JOHN P. CONNAUGHTONARI BOUSBIB	Age: 5662
	Director since:2008 2016 INDEPENDENTChairman and Chief Executive Officer LDC Committee

Recent Experience:

IQVIA Holdings Inc. (2016-present) 

•	JOHN G. DANHAKL	Age: 65
Director since: 2016 INDEPENDENT LDC Committee Nominating and Governance Committee

Recent Experience: Leonard Green & Partners, L.P. (1995-present) •  Managing Partner Prior Experience: •  Managing Director of Donaldson, Lufkin & Jenrette Securities Corporation •  Vice President at Drexel Burnham Lambert, Inc. FormerU.S. public company directorships: •  IMS Health (predecessor to IQVIA)

Other positions: •  Member, Board of Directors: Life Time Fitness, Inc.; Charter NEX Generation; Genani Corporation; Eyemart Express; Mister Car Wash Holdings, Inc.; SRS Distribution; Convergint Technologies LLC; Parts Town; Lakeshore Learning; Pye-Barker Fire Safety, LLC; WellSky Education: •  Master of Business Administration, Harvard Business School •  Bachelor of Arts in Economics, University of California at Berkeley

Specific Experience: Extensive leadership and business experience as a managing partner of a global investment firm, service on the boards of several public and private companies, and over 30 years’ experience in the private equity industry and investment banking industries.

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	JAMES A. FASANO	Age: 52
	Director since: 2016 INDEPENDENT Audit Committee (Chair) Audit Committee Financial Expert

Recent Experience: Canada Pension Plan Investment Board (2004-present) •  Managing Director Prior Experience: •  Member of Investment Banking group at Merrill Lynch & Co. •  Member of Mergers and Acquisitions group at RBC Capital Markets •  Commissioned Officer in the Canadian Armed Forces	Former U.S. public company directorships: •  IMS Health (predecessor to IQVIA) Other positions: •  Member, Board of Directors, Asurion Education: •  Master of Business Administration, University of Chicago Graduate School of Business •  Bachelor of Engineering, Royal Military College of Canada
Specific Experience: Extensive leadership and finance experience as a managing director of a global investment firm and over 22 years’ experience in the private equity and investment banking industries.

	LESLIE WIMS MORRIS	Age: 51
	Director since: 2022 INDEPENDENT Nominating and Governance Committee

Recent Experience: JPMorganChase (2019-present) •  Managing Director and Head of Corporate Development, Consumer & Community Banking Prior Experience: •  VP, Executive Partnerships at American Express •  SVP, Strategy and Business Development at Broadridge Financial Solutions •  SVP at Jefferies & Company	Other positions: •  Vice Chair, Board of Trustees: Dance Theatre of Harlem Education: •  Master of Business Administration, Harvard Business School •  Bachelor of Arts in English, Yale University
Specific Experience: Extensive leadership and business experience as a senior executive of a commercial banking institution and over 25 years’ experience in the financial services industry.

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ClassIDirectors

	CAROL J. BURT	Age: 64
	Director since: 2019 INDEPENDENT LDC Committee Audit Committee Audit Committee Financial Expert

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

Former U.S. public company directorships: •  Envision Healthcare Corporation •  WellCare Health Plans, Inc. Other positions: •  Member, Board of Directors: WellDyneRx, LLC; Global Medical Response Inc. •  Member: Women Corporate Directors; International Women’s Forum Education: •  Bachelor of Arts in Business Administration, the University of Houston

Specific Experience: Extensive leadership and business experience of over 35 years’ experience in the health insurance, healthcare services and financial services industries, and service on the boards of several public and private companies.

	COLLEEN A. GOGGINS	Age: 67
	Director since: 2017 INDEPENDENT Audit Committee Nominating and Governance Committee Leads Sustainability Oversight for the Board

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

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

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

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	RONALD A. RITTENMEYER	Age: 74
	Director since: 2016 INDEPENDENT Audit Committee LDC Committee (Chair) Audit Committee Financial Expert

Recent Experience: Tenet Healthcare Corporation •  Executive Chairman (2021-present) •  Executive Chairman and Chief Executive Officer (2017-2021)

IMS Health Holdings, Inc. (2010-2016)

Prior Experience:

•	Chairman and Chief Executive Officer Millennium Health (2016-2017) •  Chairman and Chief Executive Officer, among other roles, at Electronic Data Systems Corporation	U.S. public company directorships: •  Tenet Healthcare Corporation Former U.S. public company directorships: •  American International Group, Inc. •  IMS Health (predecessor to IQVIA) •  Millennium Health Education: •  Master of Business Administration, Rockhurst University •  Bachelor of Arts in Commerce and Economics (Finance), Wilkes University
Specific Experience: Extensive leadership and healthcare experience as the chief executive officer of multiple healthcare companies, service on the boards of several public and private companies, and over 30 years’ experience in the healthcare industry.

	SHEILA A. STAMPS	Age: 64
	Director since: 2022 INDEPENDENT Audit Committee Audit Committee Financial Expert

Prior Experience: •  EVP, Corporate Strategy and Investor Relations at DBI, LLC •  Commissioner, New York State Insurance Fund •  Director, Pensions and Cash Management at New York State Common Retirement Fund •  Managing Director at Bank of America •  Managing Director at Bank One Corporation (now JPMorganChase) Other positions: •  Member, Board of Trustees: Bankinter Innovation Foundation •  Member, Board of Directors: National Association of Corporate Directors, New York Chapter

U.S. public company directorships: •  Atlas Air Worldwide Holdings Inc. (Chair, Audit and Finance Committee) •  Pitney Bowes Inc. (Audit Committee and Executive Compensation Committee) •  MFA Financial, Inc. (Compensation Committee and Nominating and Governance Committee) Former U.S. public company directorships: •  CIT Group Inc. Education: •  Master of Business Administration, University of Chicago •  Bachelor of Science in Management, Duke University

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

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ClassIIDirectors

	ARI BOUSBIB	Age: 60
	Director since: 2016 Chairman and Chief Executive Officer

Recent Experience: IQVIA Holdings Inc. (2010-present) •  Chairman and Chief Executive Officer (2016-present) •  Chairman and Chief Executive Officer of IMS Health (2010-2016)   Prior Experience: • President of UTC’s commercial companies (Otis Elevator Company, Carrier Corporation, UTC Fire & Security and UTC Power Inc.), among other roles, at United Technologies Corporation • Partner at Booz Allen Hamilton   U.S. public company directorships: • The Home Depot, Inc. (Finance Committee and Audit Committee) Former U.S. public company directorships: • IMS Health (predecessor to IQVIA) • Best Buy, Inc. (2006-2007)   Other positions: • Member, Harvard Medical School Health Care Policy Advisory Council • Former member, President’s Commission on White House Fellowships   Education: • Master of Business Administration, Columbia University • Master of Science in Mathematics and Mechanical Engineering, Ecole Superieure des Travaux Publics, Paris   Specific Experience: Extensive executive leadership and experience leading large global companies and healthcare experience as our Chief Executive Officer and service on the boards of several public companies.   IQVIA HOLDINGS INC.    2024 Proxy Statement JOHN M. LEONARD, M.D.20 Back to Contents CAROL J. BURT Age: 6466 Director since:2015 2019 INDEPENDENT Lead Director LDC Committee (Chair) Audit Committee Nominating and Governance Committee Audit Committee Financial Expert Recent Experience: Burt-Hilliard Investments (2008-present) • Principal Consonance Capital Partners (2013-present) • Senior Advisor • Member, Operating Council Prior Experience: • SVP Corporate Finance and Development, among other roles, at Wellpoint, Inc. (f/k/a Anthem, Inc. and now Elevance Health, Inc.) • Founder, Managing Director and Head of the Health Care Banking Group, among other roles, at Chase Securities (now J.P. Morgan) U.S. public company directorships: • ResMed Inc. (Audit Committee Chair, Compliance Oversight Committee Chair, and Nominating and Governance Committee) Former U.S. public company directorships: • Envision Healthcare Corporation • WellCare Health Plans, Inc. • Vanguard Health Systems • Transitional Hospitals Corporation Other positions: • Member, Board of Directors: WellDyneRx, LLC; Global Medical Response Inc. • Member: Women Corporate Directors; International Women’s Forum • Co-Chair Emeritus Trustees Council for The Nature Conservancy Education: • Bachelor of Arts in Business Administration, the University of Houston     Specific Experience: Extensive executive and board leadership experience in finance, strategy, risk management, operations and governance in the health insurance, healthcare services, medical technology and financial services industries.   COLLEEN A. GOGGINS Age: 69 Director since: 2017 INDEPENDENT N&G Committee (Chair) Audit Committee Recent Experience: SIG Combibloc Group (2015-2023) • Member, Board of Directors Bayer AG (2017-present) • Member, Supervisory Board Prior Experience: • Member of Executive Committee and Worldwide Chair of Consumer Group, among other roles at Johnson & Johnson U.S. public company directorships: • The Toronto-Dominion Bank (Risk Committee) Former U.S. public company directorships: • Bausch Health Companies Inc. (f/k/a Valeant Pharmaceuticals International) Other positions: • Member: Citymeals-on-Wheels New York City • University of Wisconsin Foundation • Member, Board of Trustees: Institute of International Education Education: • Masters in Management, Kellogg School of Management • Bachelor of Science in Food Chemistry, University of Wisconsin-Madison   Specific Experience: Over 20 years’ experience in the healthcare industry, including extensive leadership and service on the boards of several public and private companies. IQVIA HOLDINGS INC.    2024 Proxy Statement 21 Back to Contents JOHN M. LEONARD, M.D. Age: 66 Director since: 2015 INDEPENDENT Lead Independent Director Audit Committee Audit Committee Financial Expert N&G Committee Recent Experience: Intellia Therapeutics, Inc. (2014-present) • President and Chief Executive Officer (2018-Present) • Executive Vice President, Research and Development (2017-2018) • Chief Medical Officer (2014-2017)   Prior Experience: • Chief Scientific Officer and Senior Vice President of Research and Development at AbbVie Inc. • Senior Vice President of Global Pharmaceutical Research and Development, among other roles, at Abbott Laboratories U.S. public company directorships: • Intellia Therapeutics, Inc.   Education: • Doctorate in Medicine, Johns Hopkins University • Bachelor of Arts in Biochemistry, University of Wisconsin-Madison   Specific Experience: ExtensiveOver 30 years’ experience in the healthcare industry, including extensive executive leadership and healthcare experience at a top ten pharmaceutical company and as the chief executive officer of a healthcare company and service on the boards of public companies, and over 30 years’ experience in the healthcare industry. IQVIA HOLDINGS INC.    2022 Proxy Statement 22 Back to Contents TODD B. SISITSKY Age: 50 Director since: 2016 INDEPENDENT LDC Committee Nominating and Governance Committee (Chair) companies.   TODD B. SISITSKY Age: 52 Recent Experience:Director since: 2016 INDEPENDENT LDC Committee N&G Committee Recent Experience: TPG, Inc. (2003-present) • President & Co-Managing Partner of TPG Capital (2015-present) • President of TPG, Inc. (2021-present)   Prior Experience: • Executive at Forstmann Little & Company • Executive at Oak Hill Capital Partners • Member, Board of Directors: Surgical Care Affiliates, Inc. (Nominating and Corporate Governance Committee)   U.S. public company directorships: • Allogene Therapeutics, Inc. (Audit Committee, Nominating(Nominating and Corporate Governance Committee) • TPG, Inc. (Audit Committee, Compensation Committee, and Conflicts(Executive Committee) •  Convey Health Solutions Holdings, Inc. (Nominating and Governance Committee) Former U.S. public company directorships: • Convey Health Solutions, Inc.  • Endo International plc • IASIS HEALTHCAREHealthcare LLC • IMS Health (predecessor to IQVIA)   Other positions: • Chair, Board of Advisors, Dartmouth Medical School • Member, Board of Directors: Ellodi Pharmaceuticals; Immucor Inc. (Compensation Committee); Monogram Health, Inc.; Exatech, Inc.; Convey Holding Parent, Inc.   Education: • Master of Business Administration, Stanford Graduate School of Business • Bachelor of Arts, Dartmouth College Specific Experience: ExtensiveOver 25 years’ experience in the investment industry, including extensive leadership and business experience as a managing partner of a global investment firm with a practice focused on the healthcare industry, and service on the boards of several public and private companies,companies. IQVIA HOLDINGS INC.    2024 Proxy Statement 22 Back to Contents SHEILA A. STAMPS Age: 66 Director since: 2022 INDEPENDENT Audit Committee Audit Committee Financial Expert Prior Experience: • EVP, Corporate Strategy and overInvestor Relations at DBI, LLC • Commissioner, New York State Insurance Fund • Director, Pensions and Cash Management at New York State Common Retirement Fund • Managing Director at Bank of America • Managing Director at Bank One Corporation (now JPMorgan Chase) U.S. public company directorships: • Pitney Bowes Inc. (Audit Committee and Executive Compensation Committee) • MFA Financial, Inc. (Compensation Committee and Nominating and Corporate Governance Committee) Former U.S. public company directorships: • Atlas Air Worldwide Holdings, Inc. (2023) • CIT Group Inc. • Forest Road Acquisition Corp. Other Positions: • Member, Board of Trustees: Bankinter Innovation Foundation • Member, Board of Directors: National Association of Corporate Directors, New York Chapter Education: • Master of Business Administration, University of Chicago • Bachelor of Science in Management, Duke University • ESG Certificate and Designation from Competent Boards Professional Development and Advisory Services   Specific Experience: 40 years of extensive leadership and financial experience in the asset management and commercial banking industries as well as her work in government and public policy and service on the boards of several public companies. Continuing Directors Not Up For Election JOHN P. CONNAUGHTON Age: 58 Director since: 2008 INDEPENDENT LDC Committee Recent Experience: Bain Capital (1989-present) • Co-Managing Partner of Bain Capital • Global Head of Bain Capital Private Equity Prior Experience: • Strategy Consultant at Bain & Company, Inc. Former U.S. public company directorships: • iHeartMedia, Inc. Other positions: • Member, Board of Directors: The Boston Celtics; University of Virginia Investment Management Company • Member, Board of Trustees: Brigham and Women’s Hospital; The Berklee College of Music; University of Virginia McIntire School of Commerce Foundation; GreenLight Fund • Member, Dean’s Advisory Board: Harvard Business School Education: • Master of Business Administration, Harvard Business School • Bachelor of Science in Commerce, University of Virginia Specific Experience: Over 30 years’ experience in the investment industry, including extensive leadership and business experience as a managing partner of a global investment firm, with a practice focused on the healthcare industry, and service on the boards of several public and private companies. IQVIA HOLDINGS INC.    2024 Proxy Statement 23 Back to Contents JOHN G. DANHAKL Age: 67 Director since: 2016 INDEPENDENT LDC Committee N&G Committee Recent Experience: Leonard Green & Partners, L.P. (1995-present) • Managing Partner Prior Experience: • Managing Director of Donaldson, Lufkin & Jenrette Securities Corporation • Vice President at Drexel Burnham Lambert, Inc. U.S. public company directorships: • Life Time Group Holdings, Inc. (Compensation Committee, Nominating and Corporate Governance Committee) • Mister Car Wash, Inc. Former U.S. public company directorships: • IMS Health (predecessor to IQVIA) Other positions: • Member, Board of Directors: Charter NEX Generation; Eyemart Express; SRS Distribution; Convergint Technologies LLC; Parts Town; Lakeshore Learning; Pye-Barker Fire Safety, LLC; WellSky Corporation; Ownership Works Education: • Master of Business Administration, Harvard Business School • Bachelor of Arts in Economics, University of California at Berkeley   Specific Experience: Over 30 years’ experience in the investment industry, including extensive leadership and business experience as a managing partner of a global investment firm, and service on the boards of several public and private companies. JAMES A. FASANO Age: 54 Director since: 2016 INDEPENDENT Audit Committee (Chair) Audit Committee Financial Expert Recent Experience: University of Chicago Booth School of Business (2023-present) • Adjunct Professor Prior Experience: CPP Investment Board (2004-2023) • Managing Director • Member of Investment Banking group at Merrill Lynch & Co. • Member of Mergers and Acquisitions group at RBC Capital Markets • Commissioned Officer in the Canadian Armed Forces Former U.S. public company directorships: • IMS Health (predecessor to IQVIA) Other positions: • Member, Board of Directors, Asurion (Compensation Committee Chair, Nominating and Governance Committee); LHP Hospital Group; AWAS Aviation Capital Education: • Master of Business Administration, University of Chicago Graduate School of Business • Bachelor of Engineering, Royal Military College of Canada   Specific Experience: Over 22 years’ experience in the investment industry, including extensive leadership and finance experience as a managing director of the global investment arm of the Canadian government pension fund. IQVIA HOLDINGS INC.    2024 Proxy Statement 24 Back to Contents LESLIE WIMS MORRIS Age: 53 Director since: 2022 INDEPENDENT N&G Committee Recent Experience: JPMorgan Chase (2022-present) • President, Private Label Captive Finance, Chase Auto Prior Experience: • Managing Director and Head of Corporate Development, Consumer & Community Banking at JPMorgan Chase • VP, Executive Partnerships at American Express • SVP, Strategy and Business Development at Broadridge Financial Solutions • SVP at Jefferies & Company Other positions: • Vice Chair, Board of Trustees: Dance Theatre of Harlem Education: • Master of Business Administration, Harvard Business School • Bachelor of Arts in English, Yale University   Specific Experience: Over 25 years’ experience in the private equity industry.financial services industry, including extensive leadership and business experience as a senior executive of a commercial banking institution. IQVIA HOLDINGS INC.    20222024 Proxy Statement 2325 Back to Contents PROPOSAL NO. 2 Amendment to Certificate of Incorporation to Declassify the Board   After careful consideration, IQVIA’s Board voted to approve, and to recommend that stockholders approve, an amendment to IQVIA’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to eliminate the classified Board structure over time and provide for the annual election of all directors. IQVIA’s Certificate of Incorporation currently provides for a Board that is divided into three classes, with members of each class serving for three-year terms. If this proposal is approved, beginning in 2023 and thereafter, directors whose current terms are expiring will be elected for one-year terms. Because the election of directors at the 2022 Annual Meeting will occur before the effectiveness of the proposal, if approved, each Class III director elected will serve a full three-year term. Beginning with the 2025 annual meeting, all directors will be elected annually. The proposed declassification process will not shorten the terms of our continuing directors or the upcoming terms of any directors elected at the 2022 Annual Meeting, ensuring a smooth transition to annual elections of all of our directors. All directors elected to fill vacancies prior to the 2025 annual meeting will hold office for a term expiring at the annual meeting at which the term of the class to which they have been elected expires. If amended as proposed, our Certificate of Incorporation (as required under Delaware law) will also provide that any director elected to serve a one-year term may be removed from office, with or without cause, by the affirmative vote of the holders of a majority of the Company’s shares then entitled to vote at an election of directors. This summary does not contain all the information that may be important to you. The complete text of the Amended and Restated Certificate of Incorporation, as it is proposed to be amended (the “Amended Certificate”), is included in Appendix B to this Proxy Statement. This summary is qualified in its entirety by reference to the text of the Amended Certificate, which we urge you to read in its entirety. Rationale for the Proposed Amendment The Board regularly reviews our corporate governance structure and practices. In particular, since the termination of the various governance requirements in our Shareholders Agreement signed at the time of the Merger, the Board has made several changes it believes are in the best interest of the Company and its stockholders. These changes include removing all stockholder supermajority voting requirements, providing for stockholder proxy access, and moving to annual say-on-pay votes. As part of this continuing effort, the Board has weighed the advantages and disadvantages of maintaining a classified board of directors structure. The Board considered that many U.S. public companies have eliminated their classified board structures in recent years, and that many investors have expressed to us that the election of directors is the primary means for them to influence corporate governance policies and to increase a board’s accountability. After carefully weighing governance considerations and stockholder feedback on this topic, the Board concluded that the annual election of all directors will bolster our corporate governance structure and enhance the accountability of the Board. Accordingly, the Board, upon the recommendation of the N&G Committee, has unanimously determined that it is in the best interests of the Company and its stockholders to eliminate the classified board of directors structure in accordance with this proposal. Vote Required The affirmative vote of the holders of a majority of the shares present in person or presented by proxy at the 2022 Annual Meeting and entitled to vote thereon will be required to approve this proposal. Abstentions will have the effect of a vote against this proposal and broker non-votes will have no effect on the outcome. If approved, the Amended Certificate will become effective when it is filed with the Secretary of the State of Delaware, which we intend to do following the 2022 Annual Meeting. If this proposal is approved, we will make conforming updates to our Bylaws. If this proposal is not approved, the Board will remain classified. THE BOARD RECOMMENDS A VOTE “FOR” THE PROPOSED AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO DECLASSIFY OUR BOARD IQVIA HOLDINGS INC.    2022 Proxy Statement 24 Back to Contents Corporate GovernanceBack to Contents   Corporate Governance The Board is responsible for supervising the overall affairs of the Company. The Board oversees our senior management, to whom it has delegated authority to manage the Company’s day-to-day operations. Directors are kept informed of our business through discussions with our Chief Executive Officer and other officers,members of senior management of the Company, by reviewing materials provided to them and by participating in meetings of the Board and its committees. The Board has adopted Corporate Governance Guidelines which, together with our Certificate of Incorporation, Bylaws and the other documents listed below, form the governance framework for the Board and its committees. The following sections provide an overview of our corporate governance structure and practices. Documents Establishing Our Corporate Governance The following documents are the foundation of corporate governance at IQVIA: • Corporate Governance Guidelines • Code of Conduct  • Certificate of Incorporation • Bylaws • Audit Committee Charter • LDC Committee Charter • N&G Committee Charter These documents and other important information on our corporate governance are posted under “Corporate Governance”“Governance” on the “Investor Relations” section of our website and may be viewed at http://ir.iqvia.com. (None of the information on, or accessible through, IQVIA’s website is part of this proxy statement or incorporated by reference herein.) We will also provide printed copies of these documents free of charge to any stockholder who sends Investor Relations a request at: IQVIA Holdings Inc., 83 Wooster Heights2400 Ellis Road, Danbury, Connecticut 06810.Durham, North Carolina 27703. None of the information on, or accessible through, IQVIA’s website is part of this Proxy Statement or incorporated by reference herein. IQVIA HOLDINGS INC.    2024 Proxy Statement 26 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 25 Back to Contents Corporate Governance PracticesEnhancements We are committed to adopting and followingmaintaining strong corporate governance practices because we believe such practicesand policies that serve IQVIA’s long-term interests, promote an environment of accountability forand contribute to the creation of stockholder value. The Board regularly reviews our corporate governance structure and practices and in recent years has made several enhancements, including the highlights below, it believes are in the best interest of the Company and its stockholders. In fact, over the last several years, the Board has made significant enhancements to our corporate governance program and enacted significant additional disclosures to provide greater transparency on our senior managementpolicies and otherwise promote the long-term interests of our stockholders.practices. IQVIA HOLDINGS INC.    2024 Proxy Statement 27 Back to Contents Our other governance practices and policies include the following: IQVIA HOLDINGS INC.    2022 Proxy StatementIndependent Board 26 Back to Contents Our other governance practices and policies include the following: IndependentBoard All our directors are independent, except forother than our Chairman and Chief Executive Officer. Independent Board committeesBoardcommittees Each of our three Board committees is made up solely of independent directors. IndependentAudit Committee Financial ExpertsLeadDirector;regularexecutivesessions We have four financial experts on our Audit Committee. Annual Election of Directors We amended the Company’s Certificate of Incorporation to declassify the Board over time and provide for the annual election of all directors by the 2025 annual meeting. Our 2024 director nominees, representing 60% of our Board, are each up for election to a one-year term this year and 100% of our directors will be up for election to one-year terms in 2025. Lead Independent Director; regular executive sessions Our Lead Independent Director helps ensure there is an appropriate balance between management and the independent directors and that the independent directors are fully informed and able to discuss and debate the issues they deem important. The position of Lead Independent Director has comprehensive duties set forthcomes with a clear mandate, significant authority and well-defined responsibilities as outlined in our Corporate Governance Guidelines and below, including leading regular executive sessions of the Board, where independent directors meet without management present. AnnualRobust Code of ConductBoardandcommitteeself-assessmentprocess The Board and each Board committee conducts a self-assessment annually to determine whether it is functioning efficiently and meeting its governance responsibilities. RobustCodeofConduct Our Code of Conduct, DoingtheRightThing,, applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller and individuals performing similar functions. The Code of Conduct is a guide to the responsibilities we share for ethical business conduct and paints a clear picture of what we stand for as an organization, what we expect from ourselves and what we must do to maintain our reputation. ProhibitionSustainability and ESG OversightonhedgingorpledgingofIQVIAstock The N&G Committee charter expressly delegates oversight and review of the Company’s strategic plans, objectives and risks related to sustainability, ESG and corporate citizenship matters to the N&G Committee. Majority voting standard in uncontested elections Directors are elected by receiving a majority of the votes cast in uncontested elections. Any incumbent director who fails to receive a majority of votes cast in an uncontested election must tender his or her resignation to the Board. Annual Board and committee self-assessment process The Board and each Board committee conducts a self-assessment annually in executive session to determine whether it is functioning efficiently and meeting its governance responsibilities. Prohibition on hedging or pledging of IQVIA stock Our securities trading policySecurities Trading Policy prohibits hedging and pledging transactions with respect to and the pledging of, our securities, including prepaid variable forward contracts, equity swaps, collars and exchange funds, and otherwise prohibits our directors, officers, employees or their immediate family members from engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our securities except where the individual receives prior written approval from the General Counsel. In 2021, the General Counsel did not approve any stock hedging or pledging transactions and none of our current executive officers or directors have entered into any such hedging or pledging transactions. without exception. Share ownership requirementsownershiprequirements We have robust share ownership guidelines, which require our named executive officers to hold IQVIA stock valued at between three timesthree- and six timessix-times their base salary and our directors to hold stock valued at five timesfive-times their annual cash retainer. Requirement to include gender and racially or ethnically diverse candidates in director and CEO searchestoincludegenderandraciallyorethnicallydiversecandidatesindirectorandCEOsearches The Company’sOur Corporate Governance Guidelines require the initial list of external candidates in any search for new directors or the Chief Executive Officer position to include qualified female and racially or ethnically diverse candidates. candidates, also known as the Rooney Rule. No supermajority stockholder vote requiredsupermajoritystockholdervoterequired Our stockholders may act by majority vote on actions that may be taken by stockholders, including approving amendments to the Bylaws and removing for cause a director or the entire Board from officedirectors for cause and filling the related vacancy or vacancies. Clawback policiespolicy Our clawback policy, which appliesIn addition to current and formerthe mandatory recovery of certain incentive-based compensation paid to executive officers among others, provides for the recoupment of short- and long-term incentive compensation in the event of a material financial restatement, under specified circumstances. as required by the Dodd-Frank Act and the New York Stock Exchange, the Board adopted a supplemental clawback policy that applies to a wider set of employees and covers a broader set of misconduct. Our supplemental clawback policy allows the Company to recover from executive officers and certain other employees who are determined to have engaged in, or in some cases to have been aware of or willfully blind to, certain detrimental conduct. DirectorSpecial meeting rightresignationpolicy Directors are requiredStockholders representing at least 25% or more of our outstanding common stock have the right to tender their resignation if they receiverequest a numberspecial meeting of withhold votes that exceeds 50% of all votes cast in an uncontested election. stockholders. Proxy access rightaccessright Eligible stockholders may, subject to certain requirements, include their own director nominees in our proxy materials. IQVIA HOLDINGS INC.    2024 Proxy Statement 28 Back to Contents Leadership Structure Independent Board Fully independent board, other than the CEO IQVIA HOLDINGS INC.    2022 Proxy StatementCommittee Independence 27All members of each of the Board’s committees, the Audit Committee, LDC Committee and N&G Committee, are independent Back to Contents Leadership Structure The Board, has determined thatwith its diverse skills and experience across a wide range of leadership and management structures, considers our current structure to be the most appropriate leadership structure described belowfor our Company in the context of the specific circumstances and challenges facing us today. As structured, the Board functions collaboratively and emphasizes active participation and leadership by all of its members. Our directors regularly engage directly with senior management at each regularly scheduled meeting, where a broad cross-section of senior management present updates on our business and strategy.  Features of our current structure include: • We have a strong Lead Independent Director who is elected annually by a majority vote of the independent directors. • We have a diverse and experienced Board that is comprised entirely of independent directors, other than the CEO. • Each of our three standing Board committees—Audit, LDC and N&G—is comprised solely of, and chaired by, independent directors. This means that the independent directors oversee key matters of the Company, such as the integrity of our financial statements, compensation of our Chief Executive Officer and executive officers, selection and evaluation of directors, development and implementation of corporate governance policies, and sustainability, diversity, equity and inclusion and public policy matters, among others. • The Board and its committees each meet in executive session on a regular basis without the presence of our CEO or other members of management. • All Board members have complete access to management, and the Board and its committees have the authority to retain legal, accounting and other outside consultants to advise them as they deem appropriate. • The independent directors regularly evaluate our leadership structure and seek feedback on the subject from stockholders. • The N&G Committee is tasked with monitoring the Board’s leadership structure to determine whether it remains in the best interests of our stockholders and to revisit the structure regularly as part of its ongoing Board assessment process. The Board recognizes there may be circumstances in the future that would lead it to separate the offices of Chairman and Chief Executive Officer. In fact, in the past and as recently as 2016 the Company had separate Chairman and Chief Executive Officer roles. The Board believes that it is appropriate andcurrently in the best interests of the Company and its stockholders for Mr. Bousbib to serve as our stockholders atChairman and CEO, and not to separate the present time. The independent directors evaluateroles, because it positions Mr. Bousbib to effectively drive future strategy and decision-making for our organization. Our Chairman and CEO has deep knowledge of the business and day-to-day operations of the Company, an acute understanding of the Company’s competitive landscape, an in-depth appreciation of stockholder interests and concerns, and strong relationships with customers, business partners and employees, all of which allow him to provide effective leadership. This leadership structure regularlyis supplemented by our Lead Independent Director, who has a clearly defined role with significant responsibilities, all to ensure effective oversight and seek feedback ongovernance by the subject from stockholders.Board.  IQVIA HOLDINGS INC.    2024 Proxy Statement 29 Back to Contents Lead Independent Director The Lead Independent Director is chosen by a majority voteprovides strong independent leadership of the Board and oversight of management and strikes the appropriate balance among the Chairman and CEO, management and the independent directors. The position of Lead Independent Director helps ensure there is an appropriate balance between managementcomes with a clear mandate, significant authority and the independent directors and that the independent directorswell-defined responsibilities, many of which are fully informed and able to discuss and debate the issues they deem important. Dr. Leonard has served as Lead Director since 2018. The responsibilities of the Lead Director, as outlined in our Corporate Governance Guidelines and include among others:the following:   Board Matter Responsibility Communicating with directorswithdirectors Liaising between non-managementindependent directors and management Executive sessionssessions Presiding at executive sessions of non-managementindependent directors at every regularly scheduled Board meeting Board meetingsmeetings Presiding at Board meetings when the Chairman is not present, including when the performance and compensation of the Chairman and CEO is discussed and approved Agendas Consulting with the Chairman and CEO on matters pertinent to the Company and the Board, including approving meeting agendas, schedules and information sent to the Board CommunicatiCommunicating with stockholdersngwithstockholders Engaging with major stockholders, as appropriate In addition, the Lead Independent Director: • enables open, transparent and candid dialogue during Board and committee meetings, and at other times, by ensuring that the independent directors are fully informed and able to discuss and debate the issues they deem important • provides the Chairman and CEO and other members of senior management with feedback discussed in executive sessions • makes himself available to discuss with independent directors any concerns they may have and, as appropriate, relaying those concerns to the full Board and/or the Chairman and CEO or other members of senior management • acts as a sounding board and advisor to the Chairman and CEO on a variety of topics important to the Company and the functioning of the Board • actively participates with the Chair of the N&G Committee to advance our sustainability agenda through regular meetings with our Chairman and CEO and management team and with our stockholders • as a member of the N&G Committee and in his capacity as Lead Independent Director, actively participates in discussions and reviews of the Board’s leadership structure Dr. Leonard has served as Lead Independent Director since 2018 and has been elected annually by a unanimous vote of the independent directors. Dr. Leonard’s extensive experience in the healthcare industry, including his leadership experience as the chief executive officer of a public healthcare company and service on the boards of public companies, makes him well qualified to serve as our Lead Independent Director. Chairman and Chief Executive Officer and Chairman Mr. Bousbib has been our Chairman and Chief Executive Officer since 2016. We believe that combining the roles of Chairman and Chief Executive Officer provides for effective and efficient leadership because, among other things, it recognizes the value of one person both speaking for and leading the Company and the Board. This structure also recognizes the fact that our Chairman and Chief Executive Officer has a unique depth of knowledge about the Company and the varied and complex opportunities and challenges we face.  We also have a strong Lead Independent Director, who provides a clear independent voice on the Board and we believe appropriately balances the fact that the Chairman and Chief Executive Officer roles are held by one person. The role of the Chairman is to set the agenda for Board meetings in close coordination with our Lead Independent Director and to preside over general Board sessions, except when the Board meets in executive session without management present to evaluate management’s performance, in which case the Lead Independent Director presides over the Board sessions. IQVIA HOLDINGS INC.    2024 Proxy Statement 30 Back to Contents Director Independence The Board recognizes there may be circumstances in the future that would lead it to separate the offices of Chairman and Chief Executive Officer, but it does not believe there is any reason to do so at this time. Director Independence The Board assessedassesses the independence of each director andon an annual basis or more frequently as circumstances may require. During its most recent assessment, the Board determined that, other than our Chief Executive Officer, each of our directors is currently independent. In accordance with our Corporate Governance Guidelines and the corporate governance standards of the New York Stock Exchange (NYSE), this determination of independence means that the Board finds that our independent directors (other than our Chief Executive Officer) have no material relationships with the Company, directly or indirectly, that would interfere with their exercise of independent judgment as directors of the Company. IQVIA HOLDINGS INC.    2022 Proxy Statement 28 Back The Board believes that one of the key elements of effective, independent oversight is that the independent directors meet in executive session on a regular basis, including at each regularly scheduled Board and committee meeting, without the presence of management. These sessions promote open discussion and enable the independent directors to Contentsevaluate management’s performance.  Committees of the Board To assist in carrying out its duties, the Board has delegatedassigns responsibilities and delegates authority to its committees, and the committees regularly report on their activities and actions to the full Board. Each committee is empowered to engage outside experts, advisors and counsel to assist the committee in its work, as needed.  For 2023, the Board had three standing committees: • Audit Committee • • Audit Committee • Leadership Development and Compensation Committee • Nominating and Governance Committee Leadership Development and Compensation Committee • Nominating and Governance Committee All three committees are made up entirely of independent directors. In addition, the Board has determined that each director who is a member of the Audit Committee or the LDC Committee meets the higher independence standard as required by Securities and Exchange Commission (SEC) and NYSE rules for service on such committees. The charters for all three committees are available under “Corporate Governance”“Governance” on the “Investor Relations” section of our website and may be viewed at http://ir.iqvia.com. Regarding sustainability and ESG matters, in particular, the Board has delegated oversight responsibility to the N&G Committee and, because of the importance of our sustainability program to our strategic objectives, the N&G Committee designated Committee Member Colleen Goggins to provide oversight on behalf of the Board and the Committee. From time to time, the Board may also create ad hoc or special committees for certain purposes. AUDIT COMMITTEE 2021 Meetings: seven Members in 2021: James A. Fasano (Chair) Carol J. Burt Colleen A. Goggins John M. Leonard, M.D. Ronald A. Rittenmeyer Sheila A. Stamps (appointed in 2022) New Amended committee charter explicitly references oversight of cybersecurity risk The Board has determined that Mses. Burt and Stamps, Messrs. Fasano and Rittenmeyer, and Dr. Leonard are “Audit Committee Financial Experts” as such term is defined in SEC rules, and that each member of the Audit Committee is financially literate. Responsibilities: Assisting the Board in fulfilling its oversight responsibilities relating to: the integrity of the Company’s financial statements the Company’s compliance with legal and regulatory requirements, including its quality assurance function overseeing clinical trial services the independent auditor’s qualifications and independence the performance of the Company’s internal audit function and the independent auditor the performance of the Company’s compliance and ethics program Reviewing and discussing with management and the independent auditor the annual and quarterly financial statements before the filing of the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q Discussing earnings press releases and the financial information and financial guidance included therein Overseeing the relationship between the Company and our independent registered public accounting firm, including: Having direct responsibility for that firm’s appointment, compensation and retention Reviewing the scope of that firm’s audit services Approving non-audit services Reviewing and evaluating that firm’s independence Reviewing with internal auditors and the independent auditor the overall scope and plans for audits, including authority and organizational reporting lines and adequacy of staffing and compensation, and monitoring the progress and results of such plans during the year Reviewing with internal auditors and the independent auditor any audit problems or difficulties, including any restrictions on the scope of the independent auditor’s activities or on access to requested information and any significant disagreements with management, and management’s response to such problems or difficulties Overseeing management’s implementation and maintenance of effective systems of internal controls over financial reporting and disclosure controls, and reviewing and discussing with management, internal auditors and the independent auditor the Company’s system of internal control, its financial and critical accounting policies and practices, policies relating to risk assessment and risk management, including cybersecurity risk, and our major financial risk exposures Reviewing and approving all related party transactions and corporate opportunity transactions   IQVIA HOLDINGS INC.    20222024 Proxy Statement 2931 Back to Contents AUDIT COMMITTEE Back to Contents Members in 2023: James A. Fasano (Chair) Carol J. Burt Colleen A. Goggins John M. Leonard, M.D. Sheila A. Stamps The Board has determined that Mses. Burt and Stamps, Mr. Fasano and Dr. Leonard are “Audit Committee Financial Experts” as such term is defined in SEC rules, and that each member of the Audit Committee is financially literate. Committee Meetings in 2023: 6 Responsibilities: •  Assisting the Board in fulfilling its oversight responsibilities relating to:   the integrity of the Company’s financial statements   the Company’s compliance with legal and regulatory requirements, including its quality assurance function overseeing clinical trial services   the independent auditor’s qualifications and independence   the performance of the Company’s internal audit function and the independent auditor   the performance of the Company’s compliance and ethics program, which is managed by our Chief Compliance Officer, who reports directly to our Executive Vice President, General Counsel and Secretary, and meets with the Audit Committee at least annually •  Reviewing and discussing with management and the independent auditor the annual and quarterly financial statements before the filing of the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q •  Discussing earnings press releases and the financial information and financial guidance included therein •  Overseeing the relationship between the Company and our independent registered public accounting firm, including:   having direct responsibility for that firm’s appointment, compensation and retention   reviewing the scope of that firm’s audit services   approving non-audit services   reviewing and evaluating that firm’s independence •  Reviewing with internal auditors and the independent auditor the overall scope and plans for audits, including authority and organizational reporting lines and adequacy of resourcing, and monitoring the progress and results of such plans during the year •  Reviewing with internal auditors and the independent auditor any audit problems or difficulties, including any restrictions on the scope of the independent auditor’s activities or on access to requested information and any significant disagreements with management, and management’s response to such problems or difficulties •  Overseeing management’s implementation and maintenance of effective systems of internal controls over financial reporting and disclosure controls, and reviewing and discussing with management, internal auditors and the independent auditor the Company’s system of internal control, its financial and critical accounting policies and practices, policies relating to risk assessment and risk management, including cybersecurity risk, and our major financial risk exposures •  Reviewing and approving all related party transactions and corporate opportunity transactions IQVIA HOLDINGS INC.    2024 Proxy Statement 32 Back to Contents LEADERSHIP DEVELOPMENT AND COMPENSATION COMMITTEE   2021 Meetings:five Members in 2021: Ronald A. Rittenmeyer (Chair) Carol J. Burt John P. Connaughton John G. Danhakl Todd B. Sisitsky John M. Leonard, M.D. Members in 2023: Carol J. Burt (Chair) John P. Connaughton John G. Danhakl Todd B. Sisitsky John M. Leonard, M.D. (Ex Officio) Responsibilities: Reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer, the officers of the Company who report directly to our Chief Executive Officer, and all officers who are “insiders” (“Senior Officers”) subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) Evaluating the performance of our Chief Executive Officer and other Senior Officers in light of those goals and objectives and determining and approving, or recommending to the Board for approval, their respective compensation levels Making recommendations to the Board about the compensation of our directors Administering our equity-based plans and management incentive compensation plans and making recommendations to the Board about amendments to such plans and the adoption of any new employee incentive compensation plans Recommending to the Board ownership guidelines for the Senior Officers, other executives and non-employee directors, and periodically assessing these guidelines and recommending revisions as appropriate Establishing the terms of compensatory arrangements and policies to protect our business, including restrictions that apply to current and former Senior Officers Reviewing and approving all Senior Officer employment contracts and other compensatory, severance and change in control arrangements for current and former Senior Officers; reviewing and establishing our overall management compensation and benefits philosophy and policies; and reviewing and approving our policies and procedures for the grant of equity-based awards Establishing and reviewing periodically policies and procedures with respect to perquisites Reviewing our incentive compensation arrangements to determine whether they encourage excessive risk-taking; reviewing and discussing at least annually the relationship between risk management policies and practices and compensation; and evaluating compensation policies and practices that could mitigate any such risk Reviewing the processes for managing executive succession and the results of those processes   Committee Meetings in 2023: 6 Responsibilities: •  Reviewing and approving corporate goals and objectives relevant to the compensation of our Chairman and Chief Executive Officer, the officers of the Company who report directly to our Chief Executive Officer, and all officers who are “insiders” subject to Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act) •  Evaluating the performance of our Chairman and Chief Executive Officer and other executive officers in light of those goals and objectives and determining and approving, or recommending to the independent members of the Board for approval in the case of the Chief Executive Officer, their respective compensation levels •  Making recommendations to the Board about the compensation of our directors •  Administering our equity-based plans and management incentive compensation plans and making recommendations to the Board about amendments to such plans and the adoption of any new employee incentive compensation plans •  Recommending to the Board ownership guidelines for the executive officers, other executives and non-employee directors, and periodically assessing these guidelines and recommending revisions as appropriate •  Establishing the terms of compensatory arrangements and policies to protect our business, including restrictions that apply to current and former executive officers •  Reviewing and approving all executive officer employment contracts and other compensatory, severance and change in control arrangements for current and former executive officers; reviewing and establishing our overall management compensation and benefits philosophy and policies; and reviewing and approving our policies and procedures for the grant of equity-based awards •  Establishing and reviewing periodically policies and procedures with respect to perquisites •  Reviewing our incentive compensation arrangements to determine whether they encourage excessive risk-taking; reviewing and discussing at least annually the relationship between risk management policies and practices and compensation; and evaluating compensation policies and practices to mitigate any such risk •  Reviewing the processes for managing executive succession and the results of those processes •  Oversee the Company’s policies and strategies as delegated by the Board relating to human capital management including recruitment, development, promotion, performance management, pay equity and inclusion and diversity   NOMINATING AND GOVERNANCE COMMITTEE 2021 Meetings:four Members in 2021: Todd B. Sisitsky (Chair) John G. Danhakl Colleen A. Goggins John M. Leonard, M.D. Leslie Wims Morris (appointed in 2022) New Amended committee charter explicitly references oversight of strategic plans, objectives and risks related to sustainability and ESG matters Responsibilities: Overseeing sustainability and corporate governance matters, with a Committee member designated to coordinate oversight and responsible for reporting developments to the Committee Overseeing the Company’s stockholder engagement program Identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board Establishing processes for identifying and evaluating Board candidates, including nominees recommended by stockholders Recommending to the Board the individuals to be nominated for election as directors and to each of the Board’s committees Developing and recommending to the Board a set of corporate governance principles, as well as practices and policies with respect to directors Coordinating an orientation program and appropriate educational materials for new directors Evaluating and making recommendations to the Board regarding stockholder proposals that relate to corporate governance and other matters related to stockholders Overseeing the evaluation of the Board   Members in 2023: Colleen A. Goggins (Chair) John G. Danhakl John M. Leonard, M.D. Leslie Wims Morris Todd B. Sisitsky Committee Meetings in 2023: 4   Responsibilities: •  Overseeing the Company’s strategic plans, objectives and risks related to sustainability, ESG and corporate citizenship matters, with Ms. Goggins, as committee chair, designated to coordinate such oversight and responsible for reporting developments to the committee and the Board •  Overseeing the Company’s stockholder engagement program •  Identifying individuals qualified to become members of the Board, consistent with criteria approved by the Board •  Establishing processes for identifying and evaluating Board candidates, including nominees recommended by stockholders •  Recommending to the Board the individuals to be nominated for election as directors and to each of the Board’s committees •  Developing and recommending to the Board a set of corporate governance principles, as well as practices and policies with respect to directors •  Coordinating an orientation program and appropriate educational materials for new directors •  Evaluating and making recommendations to the Board regarding stockholder proposals that relate to corporate governance and other matters related to stockholders •  Overseeing the evaluation of the Board •  Monitoring the Board’s leadership structure to determine whether it remains in the best interests of our stockholders IQVIA HOLDINGS INC.    20222024 Proxy Statement 3033 Back to Contents Back to Contents Board’s Role in Risk Oversight Our Board actively oversees our enterprise risk management program to ensure it remains effective.program. Our Board’s role in risk oversight is consistent with our overall leadership structure: management is responsible for assessing and managing our short- and long-term risk exposures, and our Board providesand its committees provide effective oversight executed through open communication with management and independent monitoring of strategic risks and regularly scheduled meetings with management to discuss in-depth the strategic objectives of the company and associated risks. In order to maintain effective Board oversight across the entire enterprise risk management program, the Board delegates to the individual committees certain elements of its oversight function, as shown below. The Board receives regular updates from its committees on individual categories of risk, including strategy, reputation, operations, climate change, human capital management, technology, investment, political, legislative, regulatory, and market, and receives regular feedback from its committees on oversight efforts and coordination and input from external advisors, as appropriate. IQVIA HOLDINGS INC.    2024 Proxy Statement 34 Back to Contents Succession Planning for Directors and Executive Officers Directors The N&G Committee is responsible for establishing the process for identifying, evaluating and nominating Board candidates, and recommending to the Board the individuals to be nominated for election as directors. directors, including nominees recommended by stockholders.  It is the Board’s policy that independent directors must make up a majority of the Board at all times, as required by the NYSE, and that,NYSE. Additionally, in recruiting and evaluating new director candidates, the N&G Committee shall seekseeks to achieve a mix of Board members that enhances the diversity of background, skills and experience on the Board, including with respect to professional skills, relevant industry experience, specialized expertise, international experience, gender, race and ethnicity. The N&G Committee will consider stockholders’ recommendations of nominees for membership on the Board on a substantially similar basis as it considers other nominees. Stockholders may recommend candidates for membership on the Board by submitting candidatescandidate names to: Secretary, IQVIA Holdings Inc., 83 Wooster Heights2400 Ellis Road, Danbury, Connecticut 06810.Durham, North Carolina 27703.  IQVIA HOLDINGS INC.    2022 Proxy Statement 31 Back to Contents Board refreshment The Board regularly focuses on refreshing the composition of the Board to ensure an appropriate mix of backgrounds, skills and experience necessary to support the Company’s strategy and to enhance the Board’s diversity. Since the closing of the Merger in 2016,merger between IMS Health and Quintiles (the Merger), the Board has actively pursued a strategy of refreshing the composition of the Board to provide greater diversity. Since that time, fivethe Merger, six directors have retired from the Board and four directors—all women—directors have joined. The Board expects that as we continue our transition to continue to seekthe annual election of all of our directors, this will facilitate further refreshment. When identifying new directors, whothe Board will seek to further enhance the mix of experience, backgrounds and diversity currently represented.represented, which may include prioritizing those with greater life sciences, cybersecurity, public policy/government, academic and/or international experience. Succession planning The process of determining to add a new Board member and identifying qualified candidates begins well in advance of anticipated vacancies. UnderAs part of this ongoing process, the Chairmanchair of the N&G Committee and our Chief Executive Officer monitor and maintain an open dialogue, and also consult with the other members of the Board, including the Lead Independent Director, regarding the size of the Board, future retirements and attributes desired for any new directors. Once a decision has been made to recruit a new director, the N&G Committee may retain an executive recruitment organization to assist in the search by providing names of qualified candidates. Director search policy In 2020, to deepen our commitment to identifying diverse candidatesOur Corporate Governance Guidelines provide that, when conducting a formal search for our Board, the Board adopted a new diversity requirement for director nominee slots. Under this rule,candidates, the N&G Committee willshall ensure that any initial list of candidates from which new management-supported director nominees are chosen will include qualified female and racially or ethnically diverse candidates, and that any third-party firm engaged to assist in the search will be instructed accordingly. Proxy access A stockholder, or a group of up to twenty stockholders, holding at least 3% of the Company’s common stock for at least three years may submit director nominees for inclusion in our Proxy Statement.proxy statement. Stockholders may rely on proxy access to nominate candidates for up to 20% of the Board or two director seats, whichever is greater. TheOur Bylaws specify certain time limits, notice requirements, and other procedures for stockholders who wish to include their director nominees in the Company’s proxy materials. For more information, see “Other Relevant Information—Stockholder Proposals and Nominees for 20232025 Annual Meeting of Stockholders.” Retirement age The Board believes that setting a retirement age for IQVIA directors is advisable to ensure periodic turnover of the Board. Accordingly, in 2021 the Board revised ourOur Corporate Governance Guidelines to require that directors to offer to retire from the Board when they attain the age of 74. The Board believes it is important to monitor its composition, experience, skills and needs in the context of the Company’s long-term strategic goals, and, therefore, may elect to decline a director’s offer to retire in appropriate cases. As part of the transition to the retirement policy, the Board waived application of the retirement policy with respect to Mr. Rittenmeyer, who was 74 at the time the policy was adopted, for 2022. IQVIA HOLDINGS INC.    2024 Proxy Statement 35 Back to Contents Vacancies Vacancies on the Board may occasionally occur between annual meetings. TheOur Bylaws provide that any vacancy caused by the death or resignation of a director may be filled by the affirmative vote of a majority of the directors then in office. The Board and the N&G Committee treat the filling of vacancies in the same manner as general succession planning. IQVIA HOLDINGS INC.    2022 Proxy Statement 32 Back to Contents Executive Officers The Board also planstakes a leading role in planning for the succession toof key executive roles, including the positions of Chief Executive Officer and certain other senior management roles. To assist themanagement. The Board has instituted a formal leadership development and succession review process, whereby on an annual basis, or more frequently as requested, our Chief Executive Officer periodically provides the LDC Committee with detailed assessments of senior managers and their potential to succeed him, and assessments of individuals considered potential successors to certain other senior management positions. TheseThe LDC Committee may further discuss succession planning in executive session, as may the Board during its executive session meetings.  The assessments are derived from our leadership development and succession planning process, which involves the following principal steps:   CEO search policy Regional and global business unit and corporate staff function assessments to identify key employees and employees with high potential for increased responsibilities Chief Executive Officer assessments of the leaders of the regional and global business units and corporate staff functions, focusing on senior executives’ development and succession Board review of the pool of high-potential executives and initiatives to improve retention and promote the development of company leaders, focusing on Chief Executive Officer succession and succession planning for other key senior executive roles Chief Executive Officer Search Policy Pursuant to the diversity requirement adopted by the Boardincluded in 2020,our Corporate Governance Guidelines, if the Board or the LDC Committee conducts an external search for Chief Executive Officer candidates, the Board or the LDC Committee will ensure that any initial list of candidates includes qualified female and racially or ethnically diverse candidates, and that any executive search firm engaged to assist in the search is instructed accordingly. Meetings and Executive Sessions The Board held seven5 meetings during fiscal 2021. All2023. In 2023, each of our directors attended at least 75% of the total number of meetings of the Board and the Board committees on which they served in 2021 during the time they served. We strongly encourage our directors to attend the annual meeting of stockholders.stockholders, and in 2023, 100% of our directors attended the annual meeting of stockholders in 2021.stockholders. The Board believes that one of the key elements of effective, independent oversight is that the independent directors meet in executive session on a regular basis, including at each regularly scheduled Board meeting, led by the Lead Independent Director, and at each committee meeting, without the presence of management. These sessions promote open discussion and enable the independent directors to evaluate management’s performance.  Board Evaluation Process Our Board and its committees evaluate their own effectiveness by participating in a robust annual self-assessment process overseen by the N&G Committee. During executive sessions for the Board and each committee, the independent directors meet separately inrespond to a comprehensive list of survey questions used to facilitate discussion for the purpose of improving the effectiveness of the relevant body and our individual directors. Our Lead Independent Director oversees the evaluation process for the Board during executive session, at each regularly scheduled Board and the committee meeting.chairs oversee the evaluations for their respective committees during executive sessions. The N&G Committee periodically engages independent outside consultants to facilitate and refresh the evaluation process.  IQVIA HOLDINGS INC.    2024 Proxy Statement 36 Back to Contents How to Contact the Board and its Committees Stockholders and other interested parties can contact the Board or a committee of the Board by sending an email to BoD@iqvia.com, or writing to the following address: Board of Directors c/o Secretary IQVIA Holdings Inc. 83 Wooster Heights 2400 Ellis Road Danbury, Connecticut 06810 Durham, North Carolina 27703 Communications will be distributed to the Chairman of the BoardLead Independent Director or the other independent members of the Board, as appropriate, depending on the facts and circumstances outlined in the communication. IQVIA HOLDINGS INC.    2024 Proxy Statement 37 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 33 Back to Contents Environmental, Social, and GovernanceSustainability Our Commitment to Sustainability We are committed to sustainable ESG practices that furtherdelivering on our corporate purpose of helping our clients improve healthcare outcomes for patients. Sustainability is a core consideration in achieving this—identifying and acting on the ESG issues most relevant to our business and stakeholders. Our sustainable business practices are organized under the three pillars of our ESG program — People,,Public andPlanet.Planet. As an industry leader, we continually look for ways to advance and strengthen our ESGsustainability efforts and report on our progress each year in our annual ESG Report. You can find more details about all the topics below as well as other important information related our sustainability efforts in our 2021 ESG Report, which is available on our website at https://www.iqvia.com/esg. IQVIA HOLDINGS INC.    2024 Proxy Statement 38    2021 select Back to Contents Select highlights of our ESG-related2023 sustainability-related accomplishments: Environment •   AlignedSBTi verified our 2021 ESG ReportGHG emissions reduction targets, setting a roadmap with TCFD, GRIclearly defined actions as we aim to achieve a 55% reduction in our scope 1 and SASB ESG reporting frameworksscope 2 emissions by 2030 and achieve net zero emissions by 2050 •   PublishedOur scope 3 emissions decreased by 31% from 2021 to 2022, largely due to reductions in emissions from purchased goods and services, capital goods, and transport and distribution •   IQVIA worked closely with its supply chain to develop strategies to further reduce GHG emissions, resulting in 33% of IQVIA’s in-scope suppliers by emissions having or having committed to science-based targets Governance •   Adopted stockholders’ right to request a special meeting of stockholders •   Adopted two clawback policies, one applicable to our 2021 EEO-1 report and also expanded disclosure of other workforce diversity demographics •  Strengthened Board oversight of our ESG program by amending our 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 thatSection 16 officers in the Audit Committee has oversight over such matters •  Further enhanced stockholder rights by proposing to declassify our Board •  Enhanced the diversity of our Board through the appointment of two racially/ethnically diverse women as directors, and enhanced diversity disclosure for our Board •  Strengthened our D&I efforts with the appointmentevent of a senior leadermaterial financial restatement and a second, supplemental clawback policy that applies to a wider set of employees and covers a broader set of misconduct, allowing the Company to recover from executive officers and certain other employees who are determined to have engaged in, or in some cases to have been aware of or willfully blind to, certain detrimental conduct •   For the seventh year in a row, IQVIA was named one of the World’s Most Admired Companies in FORTUNE’s annual survey. For the third year in a row, IQVIA was named the number one most admired company in our D&I program, among other achievementscategory, Healthcare: Pharmacy and Other Services. In addition, IQVIA earned first place ranking in six of nine categories, including quality of management, people management, innovation, quality of products and services, global competitiveness, and use of corporate assets Human Capital •   Racial, ethnic and gender diversity for 20212023 IQVIA U.S. new hires in the US exceeded the levels for the overall USIQVIA U.S. workforce, continuing a trend from 2022 and 2021 •   Increased the frequency ofBuilding upon past learnings and successes, launched new global Diversity, Inclusion & Belonging Plan, furthering our initiatives in this area through actions designed to support growth and innovation in our programs and processes •   Disclosed specific targets on employee engagement surveyssurvey results relative to twice annuallybenchmark scores for our named executive officers, which impact short-term compensation payouts, tying executive compensation to our human capital management efforts, which are critical to achieving our financial results   •  Reduced our total and per-employee GHG emissions compared to the prior year beyond our expectations •  Transitioned to 100% renewable energy supply in our Scottish laboratory and initiated efforts for other facilities to achieve the same over time •  Removed all single-use plastics from our office facilities worldwide IQVIA HOLDINGS INC.    2024 Proxy Statement 39 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 34 Back to Contents Reporting frameworks and standards To maximize transparency and increase understanding of our progress toward completing our sustainability and ESG initiatives, we are now utilizing external standards and frameworks to guide our reporting. To that end, we organized our climate risk disclosure in our 2021 ESG Report in accordance with the TCFDrecommendations. In addition, we aligned our sustainability report with the GRIand SASBdisclosure frameworks by including and reporting against their respective reporting standards indexes. The GRI and SASB indexes are tools to help readers identify and evaluate our disclosures against standardized ESG topics. In the coming years, we will consider expanding our ESG disclosure corresponding to GRI and SASB recommendations. Sustainability Governance Board level Sustainability governance is incorporated into our corporate governance framework, which defines how we operate and allocate responsibilities within our organization. Our Board has delegated responsibility for oversight of our ESG-related efforts and initiatives to the N&G Committee. In 2021, the Board approved an amendment to the N&G Committee’s charter to explicitly state that the N&G Committee has “direct responsibility and power… to oversee and review IQVIA’sof our strategic plans, objectives and risks related to” our sustainability program. Because of the importance ofto our sustainability program to our strategic objectives,the N&G Committee. The chair of the N&G Committee, designated committee member Colleen Goggins, to providecoordinates oversight on behalf of the Board and the N&G Committee.Committee and regularly reports back to the full Board on the progress of our sustainability and ESG-related efforts and initiatives. Ms. Goggins also meets regularly with members of management to provide guidance on our ESGsustainability initiatives, including reporting, and to receive updates on the status ofdiscuss progress againstmade towards our sustainability commitments.objectives. She also engages regularly with stockholders to discuss ESG matters. Ms. Goggins regularly updates theThe N&G Committee works closely with senior management in performing these responsibilities and the Board onengages a variety of external advisors with expertise in these matters to support our efforts. sustainability efforts and initiatives.  In addition, Dr. John Leonard, our Lead Independent Director and a member of the N&G Committee, actively participatescoordinates with Ms. Goggins to advance our ESG agendasustainability efforts through his regular meetings with our chief executive officerChief Executive Officer and management team and with our stockholders. Consistent with our commitment to efforts, the LDC Committee considers ESG-related metrics in the individual performance components of each named executive officer’s short-term incentive payout. In 2023, we disclosed specific targets on employee engagement survey results relative to benchmark scores for our named executive officers, which impact short-term compensation payouts, tying executive compensation to our human capital management efforts, which are critical to achieving our financial results. Management level At the management level, our ESGsustainability program is governed by our ESG Executive Steering Committee, which is made up of senior executives, including our Chief Financial Officer, General Counsel and Chief Human Resources Officer, and is responsible for setting our sustainability strategy. In addition, a working group of key functional leadersour ESG Working Group focuses on implementing sustainability policies and processes acrossthroughout our operations.operations, and assesses climate-related risks and issues at least every quarter. The working group includesESG Working Group is made up of key functional leaders, including representatives from Human Resources,Thought Leadership, Health & Safety, Public Health, Procurement, Legal Ethics and Compliance, HealthCorporate Communications. The group reports its progress to our CEO and Safety, Corporate Communications and Business Development. It regularly reports on progress towards the three pillars of IQVIA’s ESG program – People, Public, Planet – to the ESG Executive Steering Committee and our Chief Executive Officer.Committee.  IQVIA HOLDINGS INC.    2024 Proxy Statement 40 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 35 Back to Contents Embedding ESGsustainability in risk management Our Board regularly considers key risk topics,risks, including risks associated with our business activities and strategic plan, ESG and climate matters, our capital structure, and our business activities.sustainability and climate matters. Risks are identified by management and reviewed with the appropriate Board committee or the full Board.  Our Enterprise Risk Council, made up of leaders from our principalprimary functional areas and business units, meets on a quarterly basis to update the enterprise risk framework used to identify and manage our key risks, including ESG-related risks.issues, and is responsible for implementing and updating our enterprise risk framework. The framework considers external and internal factors that could impede the achievement ofprevent us from achieving our business objectives or damage our brand, reputation or financial condition, including social and environmental factors. factors such as climate-related risks.  The Audit Committee reviews these key risks and the related framework annually,every six months, and the Board or appropriate Board committees discuss selected risks in more detail throughout the year. The N&G Committee discusses key sustainability and ESG risks and issues regularly throughout the year. IQVIA HOLDINGS INC.    2024 Proxy Statement 41 Back to Contents United Nations Global CompactReporting frameworks and standards We are members of the UN Global Compact, affirming our commitment to embed sustainability across our business. As part of the development To maximize transparency and increase understanding of our progress toward completing our sustainability and citizenship strategy,initiatives, we have identified four UN Sustainable Development Goals (SDGs) that we believe IQVIA can haveorganized our climate risk disclosure in accordance with the most impact in advancing. • GOAL3GoodHealthTask Force on Climate-related Financial Disclosures (TCFD) recommendations andWell-being. We use aligned our data insightsESG Report with the Global Reporting Initiative (GRI) and clinical expertiseSustainability Accounting Standards Board (SASB) disclosure frameworks by including and reporting against their respective reporting standards indexes. The GRI and SASB indexes are tools to help readers identify and evaluate our partners accelerate access to more advanceddisclosures against standardized sustainability topics. In addition, our near- and affordable healthcare treatments aroundlong-term greenhouse gas emissions reduction targets are verified by the world. • GOAL5GenderEquality. We are committed to maintaining a culture of inclusion in which women and people from diverse backgrounds can fully contribute to the growth and success of our business. Currently, 60% of our workforce and 51% of our managers are women. IQVIA HOLDINGS INC.    2022 Proxy Statement 36 Back to Contents • GOAL12ResponsibleConsumptionandProduction. We are committed to reducing waste. In 2021, we removed 100% of single-use plastic from all our office facilities.SBTi. We continue to expand, and evaluate opportunities to further expand, our waste footprintsustainability disclosure corresponding to GRI and will determine appropriate next steps to reduce our impact in 2022.SASB recommendations.  • GOALPeople 13ClimateAction. In recognitionBoard oversight of the need to reduce our environmental footprint and to progress towards becoming carbon neutral, IQVIA will set a science-based target, certified by the Science-Based Targets initiative (SBTi), by the end of 2023. People Ourhumancapitalmanagement Our approximately 79,000 employees help us drive our business success and achieve our ambition to advance human health. Attracting, developing, and retaining a talented workforce is essential to the success of our business and the realization of our purpose. Investments in our people are motivated by our desire to have an engaged and connected workforce. This results in high productivity and better results for IQVIA. In an industry as competitive as ours, we also recognize that employees who feel supported contribute to higher retention and recruitment rates. Boardoversightofhumancapitalmanagement The Board receives regularperiodic updates on key human capital metrics, including recruitment and attrition rates, talent development data, and metrics related to hiring, promotion and our overall workforce. The Board also devotes significant time to leadership development and succession planning at the executive level and provides guidance on important decisions in each of these areas. The LDC Committee has primary responsibility for succession planning for our Chief Executive Officer and oversight of succession planning for senior leadership. For additional details on our succession planning process, see “Succession“—Board’s Role in Risk Oversight—Succession Planning for Directors and Executive Officers” above.Officers.” Our human capital management Our approximately 87,000 employees help us drive our business success and achieve our ambition to advance human health. Attracting, developing and retaining a talented workforce is essential to the success of our business and the realization of our purpose. Investments in our people are motivated by our desire to have an engaged and connected workforce. This results in higher productivity and better results for IQVIA. In an industry as complex and competitive as ours, we also recognize that employees who feel supported contribute to higher retention and recruitment rates.  Strategy Our employees are the driving force of our business, are critical to our continued success and are a core element of our long-term strategy. Senior Managementmanagement is responsible for ensuring that our initiatives, policies and processes reflect and reinforce our desired corporate culture, which we believe supports successful human capital management. The Company’s human capital management strategy is built on three fundamental focus areas: • Recruitment. We consider a range of qualified candidates for all positions. We hire qualified individuals with a variety of backgrounds and experiences from both within and outside the organization for positions at all levels. • Development&Progression. IQVIA is • Recruitment. We consider a range of qualified candidates for all positions. We hire qualified individuals with a variety of backgrounds and experiences from both within and outside the organization for positions at all levels. To attract and hire professionals from diverse backgrounds, we collaborate with a range of external organizations. In 2023, we hosted Early Career Education-themed webinars and a Career Fair Readiness webinar, with several historically black colleges and universities (HBCUs) invited. We also sponsored an internship program with North Carolina Central University, a HBCU.  • Development & Progression. We are committed to having a diverse pipeline of talent moving up in our organization and providing opportunities for all employees to develop within their current role as well as towards their next role. We do this by encouraging mentoring and establishing support networks, as well as by providing programs and tools to help employees map out and achieve their career goals. Examples of this are our Emerging Leader Program, which is aimed at key mid-level talent, and our Future Leader Program, which is aimed at more senior level talent, where we expose participants to a variety of trainings, tools, assessments and mentoring to support a broader understanding of the breadth of the IQVIA portfolio, further develop leadership traits, expand network and develop skills for greater success in the future.  • Retention. We seek to develop a working environment where employees feel supported and want to stay. To increase employee engagement and retention, we consistently seek feedback from employees through surveys and focus groups and develop meaningful analytics, initiatives and programs to respond to their needs. For example, in 2023, we launched One IQVIA Multiple Careers, an initiative to facilitate upskilling and internal movement in line with IQVIA’s growth strategy and our employees career aspirations. Employees are empowered to shape their careers through extensive resources and tools, aligning with their aspirations, interests and opportunities. We believe this will result in our employees developing skills for the future, increasing internal mobility and improving engagement and retention. IQVIA HOLDINGS INC.    2024 Proxy Statement 42 Back to Contents Following the implementation and enhancement of a number of our human capital management initiatives and strategies, we have seen a significant decline in our organization and providing opportunitiesvoluntary attrition levels. To demonstrate how these management actions addressed the unusual spike in attrition levels we experienced during the COVID-19 period, we are disclosing our enterprise voluntary attrition levels for all employees to develop within their current role as well as towards their next role. We dothe last five years in this by encouraging mentoring and establishing support networks, as well as by providing tools to help employees map out and achieve their career goals.Proxy Statement. •       2019       2020       2021       2022       2023   Turnover of Voluntary Leavers     14.2 %     13.1 %     20.6 %     16.8 %     11.4 % Retention. We seek to develop a working environment where employees feel supported and want to stay. To increase employee engagement and retention, we consistently seek feedback from employees through surveys and focus groups and develop meaningful initiatives and programs to respond to their needs. Building on diversity, inclusion and inclusionbelonging successes We are committed to creating and maintaining our stronga diverse and inclusive work culture of D&I in which people fromthat encourages all backgrounds can fullyemployees to share their unique perspectives and contribute to the growth and success of our business.Company’s mission. This is a foundation of our approach to human capital. We create this culture for employees regardless of gender, race, color, creed, religion, marital status, age, national origin or ancestry, physical or mental disability, medical condition, veteran status, citizenship, sexual orientation, gender identity or any other protected group status. Our concept of diversity broadly includes employees who reflect a diverse range of backgrounds, thoughts, experience and skills. Our policy against discrimination and equal opportunity practices comply with International Labor Organization conventions. For more information on our approach to diversity, inclusion and belonging, please see our 2023 ESG Report, which is available on our website at https://www.iqvia.com/esg. As outlined IQVIA HOLDINGS INC.    2024 Proxy Statement 43 Back to Contents By the numbers U.S. Employees Global Employees IQVIA HOLDINGS INC.    2024 Proxy Statement 44 Back to Contents Listening to our employees Our twice a year employee surveys enable us to connect with employees around the world — to check how we are doing and identify areas of opportunity. Reviewing and responding to this input is crucial to our employee engagement strategy. We received an average of 71,000 responses across our surveys in 2023, with an average participant rate of approximately 84%. Across our surveys, on average 80% of respondents say they feel engaged. The employee engagement index was stable across our surveys in 2023. Three items saw strong improvement in 2023 as compared to 2022: The number of employees indicating they can see a clear link between their work and IQVIA’s visions to drive healthcare forward increased 5 points in 2023 to 87% compared with the prior year, the number of employees indicating their manager supports their efforts to balance their work and personal life increased 2 points in 2023 to 86% compared with the prior year, and the number of employees indicating they are energized by their work increased 2 points in 2023 to 71% compared with the prior year. To further drive accountability of our senior leaders in delivering on our people strategy, we disclose specific targets on employee engagement survey results relative to benchmark scores for our named executive officers, which impact short-term compensation payouts, tying executive compensation to our human capital management strategy, attracting, developingefforts. 2023 Survey Results   87%   79%   can see a clear link between their work and IQVIA’s vision to drive healthcare forward 5 points better than prior year and 5 points above the Fortune 500 Benchmark   feel like they really belong at IQVIA 2 points better than prior year and 3 points above the Fortune 500 Benchmark 86%   88%   71% agree their manager supports their efforts to balance their work and personal life 2 points better than prior year and 1 point above the Fortune 500 Benchmark   agree they are acquiring the knowledge and skills necessary to be effective in their job Consistent with prior year and 7 points above the Fortune 500 Benchmark   feel they are energized by their work 2 points better than prior year and 4 points above the Fortune 500 Benchmark IQVIA HOLDINGS INC.    2024 Proxy Statement 45 Back to Contents Public Patient and advancing diverse talent atpopulation health outcomes Enabling better healthcare outcomes for all levels ofpatients throughout the organizationworld is critical to our business and is an essential elementthe core focus of our inclusive, innovative workplace. We have programs that help us in our efforts, including our ERGswork. From prevention, earlier diagnosis, and D&I training. In 2021, we continuedtimely intervention, to build on our existing programs. In recognition of the growth of our D&I programs globally, we hired a new senior leader of our D&I program. Although D&I is everyone’s responsibility, the objective of this new role isaccess to have a dedicated resource accountable for evolving and strengthening our D&I strategy over the coming years. To further enhance our D&I transparency, we have also published ourEEO-1report, which we file with the US Equal Employment Opportunity Commission and which details demographic workforce data, including data by race/ethnicity, gender and job category, for our US employees. IQVIA HOLDINGS INC.    2022 Proxy Statement 37 Back to Contents By the numbers US Employees Global Gender Diversity Listening to our employees In 2021, we conducted two company-wide employee surveys, which provided a valuable opportunity to hear the perspectives of our employees around the world and was especially important during the largely remote working environment caused by the continuing pandemic. Receiving and responding to employee feedback is an important facet of our human capital management strategy, and to focus attention on it, we added responsiveness to employee feedback to the metrics that determine the 2021 short-term incentive awards for our named executive officers. We received more than 54,000 responses in each of our second quarter and fourth quarter employee surveys in 2021, with an average participation rate of76% across both surveys. We continue to see an increase in all areas with 85% of respondents feeling engaged with IQVIA, which is 4 points better than prior year and 4 points above the FORTUNE 500 company benchmark. IQVIA HOLDINGS INC.    2022 Proxy Statement 38 Back to Contents 2021 Survey Results 85%     85%     84%     85%   feel engaged with IQVIA     feel they are acquiring the knowledge and skills needed to be effective in their jobs       would recommend IQVIA as a great place to work     feel they are part of a team 4 points better than prior year and 4 points above the Fortune 500 company benchmark     1 point better than prior year   3 points better than prior year   1 point better than prior year                                                                             Public Improving outcomes for patients and populations We believe we can meaningfully contribute to improving healthcare outcomes around the world and advancing human health. One of the most important ways we do this is through collaboration. 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. It is our privilege and honor to collaborate with these institutions, and we feel a deep sense of responsibility towards pursuing this work. With the breadth and depth of our expertise, we are well positioned to help accelerate understanding and overcome some of the most intractable healthcare challenges. We focus on: • Shifting focus to a health and wellness approach prior to the onset of disease • Using AI for early disease detection, treatment response prediction, and adverse event management • Accelerating discoverymedicines, care optimization, and development of new treatment modalities for high disease burden conditions • Increasing deliverytreatments and modalities—we support the full spectrum of scientific advances to those who will benefit most • Reducing care delivery burden on patients, caregiverspatient health and communities our customers’ needs. We were particularly inspired and honored toalso collaborate with leading academic institutions, governments, medical specialist societies, NGOs, peers, patient, industry and policy organizations to tackle global public health challenges through real-world evidence and insights. Harnessing data for patient-centered outcomes The combination of the patient voice with real world and randomized controlled trial data offers a widepowerful tool to improve research productivity and quality. By including the patient voice, we develop solutions that address patients’ needs, priorities and preferences, and measure outcomes that patients care about. We capture patients’ treatment experience in various ways, including Clinical Outcomes Assessments (COAs) derived from: • Patient-reported outcomes • Observer-reported outcomes • Clinician-reported outcomes • Performance outcomes • Traditional medical data on the risks and benefits of treatments. Improving public health outcomes We actively build collaborations in the global health space, with the aim to promote health equity in developing nations and improve health outcomes globally. These projects often span several years and include a mix of sponsorship and sharing of our knowledge and experience. Our current public health portfolio services more than 75 clients in 50 countries, and includes projects in clinical research, pandemic prevention, preparedness and response, universal health coverage, digital health, diagnostics, surveillance, health system strengthening, supply chain resilience and market access. Internationally, we continue to strengthen our relationships with the World Economic Forum, the Bill and Melinda Gates Foundation, the Bill and Melinda Gates Medical Research Institute and The Global Fund to fight AIDS, tuberculosis and malaria. We also work with a range of stakeholdersfoundations, life science companies, national healthcare associations and nongovernmental organizations to strengthen public health system foundations and address key barriers to accesstarget specific healthcare challenges. New 2023 collaborations included: • The Coalition for Epidemic Preparedness Innovations (CEPI). We entered into a new strategic collaboration with CEPI to advance the 100 Days Mission. In conjunction with national and regional collaborators, CEPI and IQVIA will aim to enhance the world’s preparedness to rapidly conduct life-saving clinical research for vaccines and other biological countermeasures against emerging infectious diseases. CEPI will harness IQVIA’s extensive clinical research expertise and innovative solutions, as well as its global reach, to support its goal of strengthening pandemic preparedness clinical research capability in Low- and Middle-Income Countries (LMICs) to accelerate vaccine development when faced with future viral threats. • (RED) and The Global Fund. We announced a $5 million partnership that will support strengthening of The Global Fund’s laboratory system in low- and middle-income countries across Africa, Asia and Latin America with the aim to detect and respond to potential local health threats before they become global pandemics.  Empowering patient organizations We work with more than 200+ healthcare facilities across Sub-Saharan Africa300 patient organizations from large global associations to small, volunteer-run groups, on more typical to ultrarare diseases. The role of patient organizations is evolving as regulators continue to push for earlier and more structured patient feedback on study and clinical trial design. While we have seen therapeutic progress over the last five years in previously untreated diseases, we continue to support a variety of nonprofits and programswork with our partners to bring advancements in India that focus on health, women, and education.innovative therapeutics to more conditions. Patient Advocacy Groups • We work alongside numerousbuild technology and research data relationships with patient organizations to help them advance their respective missions. Novel technology solutions allow expanded longitudinal patient and caregiver centric engagement models to complement healthcare provider centric approaches to care. For example, we are working with The Arthritis Foundation to integrate its data systems and research initiatives, and with Foundation Fighting Blindness to expand, maintain and evolve its patient registry capabilities. In 2023, we began quarterly meetings with patient organizations through the LeadersLink program, which aims to help promising nonprofit research leaders to build high-performing organizations and facilitate the growth of their peer support network. Through the program, IQVIA is offering Executive Directors advice and expertise as they develop enhance and optimizegrow their patient registries, including the AmericanHeartAssociation, the AmericanCollegeofSurgeons(ACS), the MultipleMyelomaResearchFoundation, and theAutismBiomarkersConsortiumforClinicalTrials. Patient registries are collections of data related to patients with a specific diagnosis or condition, and they play an important role in healthcare. For example, within ACS’s National Surgical Quality Improvement Program, following colectomy surgeries there was a 30%reduction in urinary tract infections and a 22%reduction in surgical site infections after initiating the registry.resources. IQVIA HOLDINGS INC.    2024 Proxy Statement 46 • Through our partnership with the JuvenileDiabetesResearchFoundation(JDRF), we developed an algorithm using AI to identify misdiagnosed adult T1D patients. T1D was once thought to be a childhood onset disease with a strong familial pattern, but it is now estimated that 90% of T1D patients do not have a family history of the disease, and almost half of newly diagnosed cases occur in adults, leading to frequent misdiagnosis. Our analysis showed that approximately 40% of T1D patients are initially misdiagnosed with Type 2 diabetes, and up to 10 million Type 2 diabetics in the US exhibit risk factors that point to potential misdiagnosis of T1D. JDRF and IQVIA are currently recruiting health systems for prospective interventional validation and deployment of this algorithm as a decision support tool for clinical care team. • In partnership with the Children’sHospitalAssociation, we support the data collection of indicators, occurrences and management processes for sepsis-related events, which is a difficult condition to diagnose and treat and leads to more than 5,000 pediatric deaths in the US annually. As a result of our work, data showed a 19%decrease in sepsis-related mortalities, and 56%of participating hospitals reported screening improvements for sepsis, among other positive indicators. • We are collaborating with the AmericanSocietyofHematology (ASH) to develop a network of clinical sites and patient advocacy partnerships that will share EHR data. The information will be shared from 17,000 ASH members and will enrich EHR data with patient-reported outcomes, claims and other important data points. At the end of 2021, 110sites were in queue for integration into the network, with more than 30sponsors interested in using it for studies. IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 39 Back to Contents Patient Advocacy Summit Through our 2021 Patient Advocacy Summit, IQVIA convened leaders of more than 80 patient advocacy organizations to participate in thought-provoking conversations to share ideas and best practices around relevant and timely patient-driven research and health data topics. The invitation-only event explored solutions to the most pressing challenges faced by organizations seeking to improve patient outcomes and to empower patient advocacy organizations to be the trusted source of all the best knowledge in their community, domain, or disease area. Topics discussed included: • Why patient advocacy leadership is poised to lead health research initiatives on behalf of their community and how to get action • Diversity and inclusion in real world research and the role of patient advocacy organizations • Understanding and addressing the operational challenges around health data initiatives • Using data to address delayed diagnosis and misdiagnosis in patients • Perspectives on the changing role of registries in healthcare • Strategies for building and mobilizing their communities Diversity in clinical trials As a business, we have a responsibility to work to ensure equality in the broader healthcare system in which we operate. It is incumbent on all of us entrusted to deliver clinical trials — sponsors, Contract Research Organization (CROs) and investigator sites — to enhance access to trials for historically underserved populations and contribute to improved understanding of potential sources of outcome variability. We were founding members of the PTEC, which is dedicated to reducing inequities in pandemic preparedness by studying and identifying health system reforms to reduce health disparities, including issues with access to testing and treatment, lower rates of adult vaccinations and higher rates of conditions such as metabolic and cardiovascular diseases. IQVIA has established an R&DS Diversity and Inclusion in Clinical Trials initiative and invested in allocating expertise and resources that span across our organization — enhancing our ability to deploy innovative approaches that deliver on growing customer demand and regulatory expectations. As an example of our success, IQVIA’s enrollment in COVID-19 EUA (Emergency Use Authorization) vaccine trials was meaningfully more inclusive than enrollment by our peers: 16% Black or African American participants (compared to 10% average), 35% Spanish origin/Hispanic/Latino participants (compared to 23% average), and overall 1.7x more diverse. IQVIA Innovation Hub In 2021, we launched the IQVIA Innovation Hub, an organization that connects pioneering early-stage companies with IQVIA’s unique ecosystem of capabilities to create novel solutions for our clients and drive accelerated patient impact. The Innovation Hub manages a growing portfolio of investments and partnerships, where we offer our industry leading expertise, access to our established client network, access to our partners, capabilities and financial capital to forward-thinking start-ups. By fusing emerging technologies and ideas with our existing capabilities, the Innovation Hub seeks to create commercial value for IQVIA and our clients through new capabilities that bolster our differentiation, create new sources of business, and help advance our mission of improving patient outcomes. The IQVIA Innovation Hub is tapping into the significant and growing ecosystem of innovative healthcare start-up companies. Our partners include: • Belong.Life, a global thriving patient community of more than 1 million patients and novel iBelong technology to stand up new patient communities across therapeutic areas • Helparound, end-to-end mobile gateway for pharma patient support programs, connecting the silos from prescription, throughout patient enrollment, benefit verification, copay and all parts of patient journey • Octopus.Health, an AI-based patient assistance platform, providing analytics to increase adherence, engagement and patient outcomes IQVIA Institute for Human Data Science We recognize the vast potential of our business in contributing to the advancement of human health globally. One of the ways we can be effective is through thought leadership that is based on applying our information, analytics and expertise to important healthcare issues. For the past decade, the The IQVIA Institute for Human Data Science (the “Institute”) has delivered timelyInstitute) provides evidence-based research insightfuland analysis, openly accessible and scientific expertise appliedfree to granular, non-identified patient-level data. Asthe public. The Institute is uniquely positioned to bring key stakeholders together without a multi-stakeholder initiative, the Institute regularly engages with academic researchers, healthcare providers, payers,commercial agenda allowing NGOs, policymakers, patient advocacy groups, academics, and pharmaceutical and life sciences companies health technology companies, patient advocacy groupsto have their voices heard through research, webinars, roundtables, in-person events and policymakers. We communicate our perspectives to broad audiences, including government officials, policy leaders and the public through free publishedexternal forums. All Institute reports, articles and webinars.webinars are free to the public at www.iqviainstitute.org, enabling easy access by broad audiences. Diversity and Inclusion in Clinical Trials Ensuring clinical trials reflect the diversity of the patient population is a priority for the biopharma industry and regulators. In 2022, the US Food and Drug Administration (FDA) released guidance outlining expectations for trial sponsors to create diversity plans, including goals and operational measures to increase the enrollment of underrepresented racial and ethnic populations. IQVIA translates the guidance from regulators to actionable insights to assist clinical trial sponsors. We develop diversity plans for sponsors, combining our expertise and data assets to support the development of meaningful, achievable diversity goals. We encourage our employees to develop creative solutions to support inclusive clinical trials. In 2023, we created the Clinical Trials Diversity and Inclusion Inspiration Awards to recognize colleagues leading in this field and further bring our employee value proposition to life. Our data and analytics enable identification of sites that are well-positioned to perform high-quality research with the ability to engage traditionally underserved populations. This increases the likelihood that customers will be able to enroll a population that most represents the communities impacted by a specific illness. We engage with these sites to provide trainings, alongside working with trial sponsors and communities to increase enrollment from representative populations. In addition, we are driving diverse recruitment through diversity-informed site selection and our Diversity Site Alliance is now in place—with 72 site organizations across more than 100 locations across the US.  Recently, we supported a large pharmaceutical company in an RSV vaccine trial and through use of our data and novel site and direct-to-patient strategies to increase ethnic diversity participation, we were able to achieve over 1.7 and 1.6 times higher enrollment rates of Black and Hispanic participants, respectively, than originally expected. This built on the success we achieved across our COVID-19 vaccine trials, where we achieved 1.7 times higher enrollment of diverse populations than our peers.  Data privacy We oversee more than 61 petabytes of proprietary data from approximately 150,000 data suppliers, including more than 1.2 billion non-identified patient records. Analysis of our datasets can enable medical breakthroughs—offering insights to the healthcare community on disease and treatment patterns, and identifying promising areas for research or innovation. Protecting our data and safeguarding patient privacy is therefore fundamental to our ability to operate and essential to maintaining trust with our stakeholders. As stewards of one of the largest collections of healthcare information in the world, we are at the forefront of data protection and anonymization. We deploy the latest privacy enhancing technologies and safeguards to protect sensitive data and comply with laws and regulations around the world. Our core privacy principles—including accountability, openness, transparency and security—apply to all our operations globally. To protect patients’ privacy without compromising our ability to deliver critical healthcare insights, we de-identify much of our data by employing a range of transformations that results in the removal or alteration of direct and indirect identifiers, but leaves key data points intact. As a recognized leader in the de-identification of healthcare data, IQVIA has set standards that have been shared with and adopted by policymakers, regulators, clients and peers. As our business continues to grow, we are strengthening our information governance and privacy policies and framework to more fully embed data privacy throughout our operations, alongside other legal, information security, and intellectual property requirements. We are placing experts throughout the business units and at all levels of operations to advise on all incoming questions and escalate to subject matter experts and to the Information Governance and Privacy Board where appropriate. Cybersecurity Protecting our operations from cyber-attacks is a priority for our business and our customers. Cybersecurity is a fast-paced landscape, and we invest significantly in tools, trainings, and resources to keep abreast of the latest developments and assure a high level of security and protection. We collaborate with experts, vendors and peers to maintain industry-leading standards and proactively protect our data. Network intrusion, ransomware and phishing remain among the most prominent threats for our IQVIA HOLDINGS INC.    20222024 Proxy Statement 4047 Back to Contents 2021 Publication Highlights Drug Expenditure Dynamics 1995–2020: Understanding Medicine Spending in Context Back to Contents industry. We continue to monitor these threats and improve our defenses. All cybersecurity processes and frameworks are created by our Global Information Security team, led by our Chief Information Security Officer (CISO). The Audit Committee of the Board of Directors has full oversight of any developments linked to cybersecurity and receives regular updates on strategies and action plans, with periodic reports provided to our full Board of Directors. Cybersecurity is a standing item on our Enterprise Risk Council agenda and our cybersecurity team regularly presents its work to the Council to enable evolving risks to be discussed as a management team and integrated into our management processes. Planet Our clients, employees, investors, and industry peers are increasingly engaged on the topic of climate impact. We have a responsibility to all our stakeholders to reduce our greenhouse gas (GHG) emissions and continue to manage our climate risks and opportunities. Our net zero strategy and roadmap In October 2023, the SBTi verified our GHG emissions reduction targets. This was a pivotal step in validating IQVIA’s Net Zero Roadmap—our long-term emissions reduction plan to guide us towards net zero emissions by 2050. Our approach is aligned with SBTi guidance—currently recognized as the global gold standard for corporate emission reduction targets. SBTi’s Net Zero Standard requires companies to prioritize reducing their emissions. Once a 90% emissions reduction is achieved, carbon removal credits can be used to neutralize the remaining emissions. IQVIA is pleased to join the global group of nearly 3,000 organizations with SBTi-approved net zero targets. Priority actions and milestones: Scope 1 & 2 Digital Health Trends: Innovation, Evidence, Regulation and Adoption • Transition to 100% certified renewable electricity—prioritizing our labs, followed by office buildings Estimates total drug spending, including by hospitals • Reduce energy consumption—transition to more energy efficient heating and net of discountscooling systems in labs and rebates, for eleven countries to shed light on the composition and dynamics of drug expenditures. Reviews digital health tools, including mobile health apps and wearable sensors, and covers trends in four areas — innovation, evidence, regulation and adoption — to assess how these new tools are becoming an entirely new therapeutic modality. office buildings   • Transition company vehicles to electric vehicles Global TrendsScope 3 • Engage with and support our suppliers to set Science Based Targets • Transition to low carbon transportation in Research and Development (R&D): Overview through 2020 our supply chain   Evolving Oncology Endpoints: A New Horizon for Oncology Outcomes • Incentivize low / zero carbon employee travel Examines the trends in pharmaceutical research and development through the end of 2020 and provides an analysis of initiated clinical trials, including the impact of the pandemic and COVID-19-specific research. • Examines trends in new and evolving oncology endpoints being studied in clinical trials, and looks closely at how these evolving endpoints could potentially be used to evaluate clinical benefit, support regulatory approval and inform payer reimbursement decisions effectively and efficiently.Introduce travel policy updates Waste We are working to reduce the amount of waste produced by our facilities, prioritizing our laboratory activities. Our seven largest labs are certified to ISO 14001:2015 and ISO 45001:2018 to ensure stringent waste management systems are in place, and we require employees to follow established policies and procedures when segregating and disposing of waste. This includes the disposal of biological and hazardous waste, as well as on-site recycling initiatives. We continue to work towards certification of our other labs.  IQVIA HOLDINGS INC.    2024 Proxy Statement 48 Planet Climate change has the potential to cause significant disruption to companies and to society at large. As an organization committed to public health, we are focused on being part of the solution to climate change, including mitigating our environmental impact—primarily by reducing our real estate footprint and impact and our business travel. While we have determined that, at this time, climate change does not present a material risk to our business given the nature of our activities, the potential of climate change to impact human health and well-being is most pressing for IQVIA, as our business serves and depends on people around the world. IQVIA recognizes our responsibility to our stockholders and all stakeholders to manage the risks to our operations associated with climate change and to contribute to mitigating climate change by adopting sustainable business practices. We take these risks into account during our climate-related risk assessment and when making associated business decisions. We support having clear and consistent disclosures regarding our approach to climate change. To that end, we have aligned to the TCFD recommendations for disclosing information about the risks and opportunities presented by climate change in our 2021 ESG Report. Sustainability goal achieved We are committed to reducing waste. In 2021, we successfully met our goal of removing 100% of single-use plastic from all our office facilities. Conscious of the impact to the environment of plastic waste, we worked across our global office facilities to remove vending machine snacks, replace bottled drinking water supplies with reusable glass containers using filtered water, and stock compostable or reusable cups. We continue to evaluate our waste footprint and will determine appropriate next steps to reduce our impact in 2022.   IQVIA HOLDINGS INC.    2022 Proxy Statement 41 Back to Contents Greenhouse gas emissions Greenhouse gas (GHG) emissions are categorized and tracked on three different scopes, depending on the source of the emissions, as described below. GHG Scope Back to Contents Description Primary Driver Scope 1 All direct emissions Emissions associated with activities under our direct control, including fuel combustion from company vehicles and gas emissions from boilers and air-conditioning refrigerant leaks Scope 2 Indirect emissions(1) Emissions associated with electricity purchased and used by IQVIA to power facilities heating, cooling and computer / IT equipment Scope 3 All other indirect emissions Emissions associated with IQVIA business travel (1) We use the market-based method, which takes into account emissions from energy contracts and instruments (such as renewable energy credits), to report our Scope 2 emissions. Our primary GHG emissions (i.e., Scope 1 emissions) come from our business travel and use of office and laboratory space. Both these areas were significantly affected in 2020 as we responded to the COVID-19 pandemic. As a result, our total GHG emissions saw a steep decline over 2020, resulting in a 57% decrease from 2019, particularly our Scope 3 emissions, which decreased by 72%. While these decreases are welcome, if business travel and office usage return to pre-pandemic levels, our GHG emissions are likely to rise, although we anticipate that the implementation of our Future of Work initiative, which will facilitate approximately 80% of our employees working in flexible arrangements, will help us continue our multi-year downward-trending trajectory for GHG emissions. Given IQVIA’s historically significant employee growth year over year, we consider metric tons of GHG emissions per employee to be a more meaningful measure of our progress than absolute emissions totals. In 2020, we increased our global workforce by approximately 3,000 employees (approximately 5% more employees than in 2019) and still decreased our total GHG emissions per employee by approximately 47%. We also decreased our Scope 1 and 2 emissions by 61% per employee. As described above, we will set a science-based target for GHG emissions reductions, certified by the SBTi, by the end of 2023. Our GHG data for all years was verified by Apex Companies, LLC, a leading provider of environmental impact assurance services. Stockholder Engagement   IQVIA HOLDINGS INC.    2022 Proxy Statement 42 Back to Contents MetricTonsEquivalent   2018 2019 2020 Scope 1 37,342 39,211 10,471 Scope 2 53,345 47,021 38,180 Scope 3 90,872 81,034 22,884   MetricTonsEquivalentPerEmployee   2018 2019 2020 Scope 1 0.64 0.59 0.15 Scope 2 0.92 0.70 0.55 Scope 3 1.57 1.21 0.33   IQVIA HOLDINGS INC.    2022 Proxy Statement 43 Back to Contents Stockholder Engagement Our Approach Our Board and management are committed to regular engagement with our stockholders so we can solicit their views and input on matters related to performance, corporate governance, environmental and social impacts, human capital management and executive compensation, among other topics. Overall,In 2023, we met throughout the year with 23 of our top 35 stockholders representing approximately 35%53% of our outstanding common stock. The typical outreach participants and methods are shown below. Who When & How Engagement Approach •Stockholders •Research Analysts •Proxy Advisory Firms •Year-round •Targeted outreach ahead of annual stockholder meeting and as needed •In-person meetings •Teleconferences and phone calls •Industry conferences Board Engagement •Led by our N&G Committee •Lead Director and N&G Committee members provide feedback to the rest of the Board 2023 Targeted Engagement   Management Engagement •Led by our Chief Executive Officer, Chief Financial Officer, General Counsel, and SVP, Investor Relations •Targeted outreach and inbound inquiries •Feedback provided to senior management and the Board 2021 Analyst & Investor Conference We hosted an Analyst and Investor Conference during which 11 of our senior executives gave a comprehensive overview of our businesses. Our Chief Executive Officer laid out our 20by25 strategy and our Chief Financial Officer provided medium-term financial guidance. Over 100 investors, analysts, and other stakeholders attended the conference in person and over 300 members of the analyst and investor community listened to the live webcast. 2021 Targeted Engagement Following our 20212023 annual meeting of stockholders (the 2023 Annual Meeting), we requested governance-specific engagement meetings with stockholders representing approximately 42%60% of our outstanding common stock. TheMembers of our Board, including both Lead Independent Director John Leonard and N&G Committee memberChair Colleen Goggins, andas well as members of senior management participated in governance-specific engagement meetings with stockholders representing approximately 22%35% of our outstanding common stock. IQVIA HOLDINGS INC.    2022 Proxy Statement 44 Back We listened carefully to Contentsunderstand the views and priorities of our stockholders, and following such meetings, we implemented numerous enhancements to our corporate governance program and added significant additional disclosures to be as responsive as we could to what we heard. Summary of Board Responsiveness While stockholder views varied, the following table detailssummarizes some of the key themes we generally heard throughout the engagement process and how we responded to that input.   What We Heard What We Did Stockholders wanted a right to request a special meeting •   Immediately following the 2023 Annual Meeting, we amended our Amended and Restated Certificate of Incorporation to provide stockholders representing at least 25% or more of the Company’s outstanding common stock the right to request a special meeting of stockholders; this proposal received over 95% support The Company should consider declassifyingStockholders overwhelmingly supported the Board’s recommendation to declassify its Board and, more generally, continue on its multi-year trajectory •   We are in the process of further enhancing stockholder rights • We included a management proposal in this Proxy Statementtransitioning our formerly classified Board; 60% of our directors are up for election to (i) declassify the Board and (ii) permit stockholders to remove directors elected for one-year terms with or without cause in 2024 and 100% of our directors will be up for election to one-year terms in 2025 The Company should hold say-on-pay advisory votes annually IQVIA HOLDINGS INC.    2024 Proxy Statement 49 Back to Contents • Following last year’s say-on-frequency advisory vote, the Board adopted annual say-on-pay until the next required say-on-frequency vote What We Heard What We Did Stockholders asked for enhancements to our clawback policy to provide the Company with greater flexibility in recovering compensation from executives for engagement in detrimental conduct •   Adopted two clawback policies, one applicable to our Section 16 officers in the event of a material financial restatement as required by the Dodd-Frank Act and the NYSE and a second, supplemental clawback policy that applies to a wider set of employees and covers a broader set of misconduct, allowing the Company to recover from executive officers and certain other employees who are determined to have engaged in, or in some cases to have been aware of or willfully blind to, certain detrimental conduct There is significant interest in our ongoing ESGsustainability efforts and the Board’s oversight of ESGsustainability matters and in aligning our ESG disclosures to one or more of the major ESG reporting frameworks • We amended the charter of the N&G Committee   The SBTi verified our greenhouse gas emissions reduction targets, setting a roadmap with clearly defined actions as we aim to formally include oversight of ESG matters asachieve a committee responsibility • We committed to aligning55% reduction in our 2021 ESG Report with the disclosure guidelines promulgatedscope 1 and scope 2 emission by the GRI, SASB,2030 (versus 2019 baseline) and TCFDachieve net zero emissions by 2050 Consider explicitly •   Dr. Leonard and Ms. Goggins regularly participate on calls with stockholders, representing the Board’s perspective on the Company’s sustainability efforts and initiatives, among other matters Stockholders have asked for greater transparency on specific sustainability targets used in determining bonus payouts for named executive officers •   We disclosed specific targets on employee engagement survey results relative to benchmark scores for our named executive officers, which impact short-term compensation payouts, tying executive compensation to our human capital management efforts, which are critical to achieving our financial results Stockholders asked for increased disclosure on the achievementcriteria the LDC Committee uses to set the Company’s compensation peer group, and transparency on the specific peer group companies the LDC uses when setting the compensation of ESG-related objectives our executives and our Chief Executive Officer • We added ESG performance   In response to investor feedback, and after a review of market practice, the LDC Committee changed the criteria used to select the Company’s compensation peer group to better align with the Company’s near-term strategic objectives and, responsivenessbased on the new criteria, selected a new compensation peer group used for all named executive officers, including our Chief Executive Officer, eliminating the supplemental compensation peer group previously used for our Chief Executive Officer. We also significantly increased disclosure about the criteria used to employee survey feedbackselect the compensation peer group. Stockholders want more disclosure on the Company’s policies and political spending activities •   We increased transparency into the Company’s limited political activities by publishing our Political Activity Policy on our investor relations website and reporting on an annual basis our U.S. political spend Stockholders requested more detailed disclosure on attrition levels for the organization •   To demonstrate how management actions addressed the unusual spike in attrition we experienced during the COVID-19 period, we added disclosure on enterprise attrition levels for the last five years Stockholders asked for a cap on long-term performance award payouts if the Company’s absolute total stockholder return is negative •   The LDC Committee adopted a policy, beginning with 2023 performance awards, to cap the metrics that determine short-termpayout at target for the portion of performance awards based on Relative TSR if our absolute TSR for the three-year performance period is negative Stockholders requested a greater percentage of long-term incentive awards forto be performance shares to better align the interests of our named executive officers with our stockholders •   The LDC Committee changed the mix of equity awards granted to our named executive officers to increase the percentage of performance share awards as a percentage of the total long-term incentive awards granted from 50% in 2022 to 75% in 2023; no longer granting time-based restricted stock awards to our named executive officers Diversity amongFor the 3-Year TSR vs. Relative TSR performance metric of our directors isPSUs, which accounts for 25% of the total performance award, stockholders have requested a top priority, and stockholders want more transparency on this topic challenging Relative TSR target performance to receive a 100% payout for that portion of the PSUs • We included gender, racial and ethnic diversity statistics   For 2023 awards, the LDC Committee approved an increase in the Relative TSR target performance from the median to the 55th percentile for the Board in this Proxy Statementthree-year TSR vs. Relative TSR performance metric of our PSUs to receive a target payout of 100% for that portion of the PSUs Stockholders asked us to consider filling the next director slot withsupport a raciallyprohibition on hedging or ethnically diverse director • We added two ethnically and racially diverse women as directors to the Board Increase disclosure of workforce demographic data • We are publishing our EEO-1 report, and we have included other additional diversity disclosures for our US employeespledging transactions in this Proxy Statement Company securities, without exception   •   We updated our Securities Trading Policy to implement a full prohibition on the ability to hedge transactions with respect to, or the pledging of, our securities, without exception IQVIA HOLDINGS INC.    20222024 Proxy Statement 4550 Back to Contents Director Compensation   Back to Contents Director Compensation Non-Employee Director Compensation Program The Board has the authority to set the terms of our non-employee director compensation program and may change those terms at any time. The responsibility for reviewing the non-employee director compensation program and recommending changes to the Board is vested in the LDC Committee per its charter. Non-Employee Director Compensation Structure for 2023 The non-employee director compensation program structure for 2023 was as follows: Payment Annual Compensation ($) Cash retainer (paid in quarterly installments) 100,000 Equity retainer fair value (payable in fully-vested restricted stock units) 200,000 Lead Independent Director fee 42,500 Committee chair fees: Audit 40,000 Leadership Development and Compensation (LDC) 27,500 Nominating and Governance (N&G) 25,000 Committee member (other than chair) fees: Audit 15,000 Leadership Development and Compensation (LDC) 10,000 Nominating and Governance (N&G) 10,000 We also reimburse our directors for reasonable costs related to continuing education (including travel and lodging), and travel expenses and other out-of-pocket costs incurred in connection with attendance at Board meetings. The LDC Committee assessesassessed non-employee director compensation each yearin 2023 based on input from Steven Hall &Meridian Compensation Partners, anLLC, the independent compensation consulting firm serving the LDC Committee, and taking into account compensation paid to non-employee directors at companies in the same peer group we use for executive compensation purposes. (ForFor information on the peer group, see “Compensation Discussion and Analysis—Overview of Our Executive Compensation Program—Benchmarking” beginning on page 57.) 63 of this Proxy Statement. The Board reviews the LDC Committee’s recommendations and makes a final determination on the compensation of our non-employee directors. Based on its most recent assessment,review, and upon the recommendation of the LDC Committee, did not recommend any changesin July 2023, the Board approved a modest increase to the equity compensation for our non-employee directors, increasing the equity retainer fair value from $200,000 to $240,000, effective with the non-employee director compensationequity grants made in 2024. The Board maintained all annual cash retainers for 2021, andnon-employee directors at the Board did not make any changes.2023 levels.   The decision to increase the non-employee directors’ equity compensation was based, in part, on the recommendation of our external compensation consultant and was made in order to maintain director compensation program is as follows:pay levels within the competitive median of the peer group.    Payment Annual Compensation ($) Cash retainer (paid in quarterly installments) 100,000 Equity retainer fair value (payable in fully-vested restricted stock units (RSUs)) 200,000 Lead Director fee 42,500 Committeechairfees: Audit 30,000 Leadership Development and Compensation 25,000 Nominating and Governance 20,000 Committeemember(otherthanchair)fees: Audit 10,000 Leadership Development and Compensation 5,000 Nominating and Governance 5,000 We also reimburse our directors for reasonable travel expenses and other out-of-pocket costs incurred in connection with attendance at Board meetings. Non-Employee Director Compensation Payments for 20212023 The following table shows information regarding the compensation earned by our non-employee directors during 2021.2023. The compensation received by our Chief Executive Officer during 20212023 is included in the “Summary“Compensation of Named Executive Officers—2023 Summary Compensation Table.” Our Chief Executive Officer did not receive any additional compensation for his service on the Board. Our non-employee directors are eligible to receive compensation for their service on the Board. IQVIA HOLDINGS INC.    2024 Proxy Statement 51 Back to Contents 2023 DIRECTOR COMPENSATION Name   Fees Earned or Paid in Cash ($)     Stock Awards ($)(1)     Total ($)   Carol J. Burt     142,500       199,929       342,429   John P. Connaughton(2)      —       —       —   John G. Danhakl(3)      120,000       199,929       319,929   James A. Fasano     105,000       199,929       304,929   Colleen A. Goggins(3)      140,000       199,929       339,929   John M. Leonard, M.D.     167,500       199,929       367,429   Leslie Wims Morris(3)      110,000       199,929       309,929   Todd B. Sisitsky(2)      —       —       —   Sheila A. Stamps     115,000       199,929       314,929   (1) In accordance with our non-employee director compensation program, restricted stock units were granted to each of Mses. Burt, Goggins, Wims Morris and Stamps, Messrs. Danhakl and Fasano and Dr. Leonard with a grant date of May 10, 2023 (1,063 restricted stock units each). These restricted stock units were fully vested when granted. Amounts reflect the aggregate grant date fair value of the restricted stock units at May 10, 2023 ($188.08 per share) computed in accordance with Accounting Standards Codification Topic 718, or ASC 718, excluding the impact of estimated forfeitures. Assumptions used in the calculation of these amounts in 2023 are included in Notes 1 and 17 to our consolidated audited financial statements for the year ended December 31, 2023 included in Part II of our Annual Report on Form 10-K. IQVIA HOLDINGS INC.    2022 Proxy Statement (2) 46Messrs. Connaughton and Sisitsky have each waived their right to participate in the non-employee director compensation program due to their relationships with Bain Capital and TPG, Inc., respectively. (3) Mr. Danhakl, Ms. Goggins and Ms. Wims Morris deferred 100% of their annual cash Board retainers and committee fees under our Non-Employee Director Deferral Plan, described below, which amounts were converted into deferred stock units with a market value equal to the cash retainer that are payable in shares of Company common stock following a termination of the director’s Board service or the director’s death, or upon a change in control of the Company. As of December 31, 2023, Mr. Danhakl, Ms. Goggins, and Ms. Wims Morris have 1,583, 3,318 and 1,005 deferred stock units outstanding, respectively, under the Non-Employee Director Deferral Plan. Back to Contents 2021 DIRECTOR COMPENSATION Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1) Total ($) Carol J. Burt 115,000 199,997 314,997 John P. Connaughton(2) — — — John G. Danhakl(3) 110,000 199,997 309,997 James A. Fasano(2) — — — Colleen A. Goggins(3) 115,000 199,997 314,997 John M. Leonard, M.D. 157,500 199,997 357,497 Ronald A. Rittenmeyer 135,000 199,997 334,997 Todd B. Sisitsky(2) — — — (1) In accordance with our non-employee director compensation program, restricted stock units were granted to Mses. Burt and Goggins, Messrs. Danhakl and Rittenmeyer and Dr. Leonard with a grant date of April 15, 2021 (934 restricted stock units each). These restricted stock units were fully vested when granted. Amounts reflect the aggregate grant date fair value of the restricted stock units at April 15, 2021 ($214.13 per share) computed in accordance with Accounting Standards Codification Topic 718, or ASC 718, excluding the impact of estimated forfeitures. Assumptions used in the calculation of these amounts in 2021 are included in Notes 1 and 17 to our consolidated audited financial statements for the year ended December 31, 2021, included in Part II of our Annual Report on Form 10-K. (2) Messrs. Connaughton, Fasano, and Sisitsky do not participate in the non-employee director compensation program due to their relationships with current or former SHA Parties (as defined under the section titled “Certain Relationships and Related Person Transactions — Shareholders Agreement.”) (3) Mr. Danhakl and Ms. Goggins deferred 100% of their annual cash Board retainers and committee fees under our Director Deferral Plan, described below. These amounts were converted into deferred shares that are payable in shares of IQVIA common stock following a termination of the director’s Board service or the director’s death, or upon a change in control of the Company. As of December 31, 2021, Mr. Danhakl and Ms. Goggins have 497 and 2,104 deferred shares outstanding, respectively, under the Director Deferral Plan. Director Share Ownership Guidelines Under Pursuant to the Company’s share ownership guidelines established by the LDC Committee, each director who participates in the non-employee director compensation program is expected to hold a number of shares of our common stock that havewith a market value equal to five (5) times the annual cash retainer for service as a director. While there is no set time period in which this ownership level must be met, directors who are subject to the guidelines are required to retain ownership of at least 50% of the shares they receive as a result of the exercise, vesting or settlement of equity awards until the share ownership guideline isguidelines are met. The LDC Committee periodicallyannually reviews these guidelines and oversees compliance by reviewing director holdings annually.compliance. As of February 15, 2022, each director20, 2024, all directors subject to the share ownership guidelines hashave satisfied his or hertheir share ownership requirement, other than our two directorsMr. Fasano who began participating in the non-employee director compensation program in May 2023 and Ms. Stamps who was appointed in January 2022. Non-Employee Director Deferral Plan Pursuant to the IQVIA Holdings Inc.Company’s Non-Employee Director Deferral Plan, non-employee directors may elect to defer receipt of their cash and equity retainers. A directorDirectors who electselect to defer a retainer will instead betheir retainers are credited with thata number of deferred stock units with a market value inequal to their cash and share-based equity compensation deferred. The deferred shares under the Director Deferral Plan. Deferred sharesstock units become payable in IQVIA common stock following a termination of thesuch director’s Board service, or thesuch director’s death, or upon a change in control of the Company. IQVIA HOLDINGS INC.    20222024 Proxy Statement 4752 Back to Contents PROPOSAL NO. 3 Non-Binding Vote on Executive Compensation   Back to Contents PROPOSAL NO. 2 Advisory Non-Binding Vote on Executive Compensation Pursuant to Section 14A of the Exchange Act, the Board is providing stockholders with the opportunity to cast an advisory, non-binding vote on the compensation of our named executive officers (“say-on-pay”), as disclosed in this Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and related narrative. In 2021, the Board committed to implementingadopted, and the say-on-pay frequencystockholders approved, by a majority of stockholders at the 2021 annual meeting of stockholders. Following that meeting, at which approximately 96% of stockholder votes favored conducting say-on-pay advisory votes annually, the Board adopted annual say-on-pay voting until the next required say-on-frequency vote.vote in 2027. Our compensation strategy focuses on providing total compensation packages that are designed to attract and retain high-caliber executives by incentivizingrewarding them to achievefor achievement of Company and individual performance goals that are closely aligned with stockholder interests. Our executive compensation packages emphasizeprogram emphasizes pay for performance and long-term value creation for our stockholders. Since our last say-on-pay vote, we overhauled our short-term incentive compensation program and implemented a formula (among other enhancements) to determine awards under the program, which provides greater transparency on the performance measures and metrics used to determine awards and limits LDC Committee discretion. The LDC Committee believes the Company’s executive compensation program and the compensation decisions for 20212023, as described in this Proxy Statement, appropriately reward our named executive officers for Company and individual performance and that these programs and policies willpractices assist the Company in retaining our senior leadership team. When considering how to vote, we urge stockholders to review the full details of our executive compensation program and the decisions presented in the Compensation Discussion and Analysis, as well as the discussions regarding the LDC Committee included elsewhere in this Proxy Statement. Because this vote is advisory, it will not be binding on the Board and will not overrule any decision by the Board or require the Board to take any action. However, the Board and the LDC Committee value the views of our stockholders and will consider the outcome of the say-on-pay vote when making future compensation decisions for our named executive officers. We will hold a non-binding, advisory vote on The text of the compensationresolution in respect of our named executive officers every year until the next required stockholder vote on the frequency of such advisory vote, which will be held at our 2027 annual meeting.Proposal No. 2 is as follows: The“RESOLVED, textoftheresolutioninrespectofProposalNo.3isasfollows: “RESOLVED,that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2022 annual meeting2024 Annual Meeting of stockholdersStockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”   THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF OUR EXECUTIVE COMPENSATION AS DESCRIBED IN THIS PROXY STATEMENT For THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF OUR EXECUTIVE COMPENSATION AS DESCRIBED IN THIS PROXY STATEMENT.     IQVIA HOLDINGS INC.    20222024 Proxy Statement 4853 Back to Contents Compensation Discussion and Analysis Back to Contents Compensation Discussion and Analysis       Table of contentsContents               Executive Summary 55 502023 Named Executive Officers 55     2021 Named Executive Officers2023 Business Performance Highlights 5055     2021 Business Performance HighlightsEnhancements to our Executive Compensation Program Based on Investor Feedback 5057     Elements of Our Executive Compensation Program 5258     Compensation and Governance Practices 5359     Named Executive Officer Compensation at a Glance 5460     Say-on-Pay 5460     Compensation Philosophy 5561     Compensation of Our Chief Executive Officer 5561     Overview of Our Executive Compensation Program 5663     Roles of the LDC Committee, the Board and Management in Compensation Decisions 5663     Use of Compensation ConsultantsConsultant 5763     Benchmarking 5763     Key Features to Align Executive Pay with Stockholder Interests 5865     Elements of Compensation 5966     Base Salary 5966     Short-Term Incentive Awards 5966     Long-Term Incentive Awards 6269     20212023 Compensation Determinations 71 642023 Base Salary 72     2021 Base Salary2023 Short-Term Incentive Awards 6472     2021 Short-Term2023 Long-Term Incentive Awards 6488     2021 Long-Term Incentive Awards 76   Retirement, Perquisites and Termination Benefits 7890     Rigorous Accountability, Risk-Mitigation and Recovery Provisions 7992     Share Ownership Guidelines 7992     Clawback PolicyPolicies 8092     Risk Assessment 8093     Tax Deductibility 8093   IQVIA HOLDINGS INC.    2024 Proxy Statement 54 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 49 Back to Contents Executive Summary 20212023 Named Executive Officers This Compensation Discussion and Analysis section discusses our compensation program and compensation decisions related to the following individuals, who were our named executive officers in 2021:2023:   AriBousbib Age: 60 62 Chairman and Chief Executive Officer and President RonaldE.Bruehlman Age: 61 63 Executive Vice President and Chief Financial Officer W.RichardStaub,III Age: 61 President, Research & Development Solutions Kevin C. Knightly Age: 63 President, Corporate Strategy and Enterprise Networks Eric M. Sherbet Age: 59 President, Research & Development Solutions KevinC.Knightly Age: 61 President, Technology & Commercial Solutions EricM.Sherbet Age: 57 Executive Vice President, General Counsel and Secretary Our named executive officers also include Costa Panagos, our former President, Research & Development Solutions, who exited the Company effective September 25, 2023. 20212023 Business Performance Highlights   Source: FactSet – 12/31/2021 (1) This graph assumes that $100 was invested in IQVIA, the S&P 500 and the peer group asComparison of the close of market on December 31, 2020, and assumes the reinvestment of dividends, if any. Peer group average is weighted for market capitalization. The S&P 500 and our peer group are included for comparative purposes only. They do not necessarily reflect management’s opinion that the S&P 500 and our peer group are an appropriate measure of the relative performance of the stock involved, and they are not intended to forecast or be indicative of possible future performance of our common stock.5 Year Cumulative Total Return (2) Peer group consists of Cerner Corporation, Charles River Laboratories, Inc., Equifax Inc., ICON plc, IHS Markit Ltd., Laboratory Corporation of America Holdings, Nielsen N.V., Syneos Health, Inc., Thomson Reuters Corporation and Verisk Analytics, Inc. Source: Zacks Investment Research, Inc. — 12/31/2023     (1) This graph assumes that $100 was invested in IQVIA, the S&P 500 and the peer group as of the close of market on December 31, 2018, and assumes the reinvestment of dividends, if any. Peer group average is weighted for market capitalization. The S&P 500 and our peer group are included for comparative purposes only. They do not necessarily reflect management’s opinion that the S&P 500 and our peer group are an appropriate measure of the relative performance of the stock involved, and they are not intended to forecast or be indicative of possible future performance of our common stock. (2) Compensation Peer group consists of AbbVie Inc., Accenture plc, Agilent Technologies, Inc., Amgen Inc., Avantor, Inc., Biogen Inc., Bristol Myers Squibb Co., Cognizant Technology Solutions Corp., Danaher Corporation, Eli Lilly & Co., Gartner, Inc., Gilead Sciences, Inc., International Business Machines Corp., ICON Plc, Laboratory Corp of America Holdings, Merck & Co., Inc., Moderna, Inc., Pfizer Inc., Regeneron Pharmaceuticals, Inc., Thermo Fisher Scientific, Inc., Vertex Pharmaceuticals Inc., and Zoetis Inc. See “Overview of Our Executive Compensation Programing—Benchmarking—2023 Peer Group” below for a description of the basis upon which this group is selected. IQVIA HOLDINGS INC.    20222024 Proxy Statement 5055 Back to Contents Back to Contents 20212023 was a year of major milestones and accomplishments for our organization, including those described below. Financial •Revenue of $13.915.0 billion, up 22.1% 4.1% compared to 2020 •Adjusted EBITDA2022 at constant currency(1) of •  Underlying Revenue growth(2) $3 billion,up 27% 9% compared to 20202022 •Adjusted EBITDA(3) of $3.6 billion, up 6.7% compared to 2022 •  Adjusted Diluted EPS(1)(3) of $9.03, 10.20, up 41% 0.4% compared to 20202022, and up 12% excluding the impact of the step-up in interest rates and the increase in the UK corporate tax rate •Free Cash Flow(1)(3) of $2.31.5 billion •Total Stockholder Return , achieving 79% of 57.5%Adjusted Net Income(3) Strategic Growth •Closed the year with a record $10.110.7 billionof contracted net new business in R&DS. This brought our&DS at the end of 2023 •  Record backlog to a record $24.8of $29.7 billion,, up 10.2%9.2% compared to 2020. 2022 •  Our next twelve months revenue from backlog increased to $7$7.5 billion •The R&DS business also added almost 400 new clinical research customers in 2023, a mid single-digit increase from the previous year •  Achieved total book-to-bill of 1.28x, leading peers that publicly-disclose such data •  Continued to invest in rich clinical data assets, which now stand at over1.2 billion comprehensive, longitudinal, non-identified unique patients globally •Gained additional traction in DCTs, with over 300 studies under way utilizing our industry-leading capabilities and enrolling over 300,000 patients in 80 countries with more than 30 indications •Expanded our presence in the Commercial Technology space, with over 3,000 clients having adopted IQVIA’s technology platforms, and over 350 clients adopting one or more applications in our OCE platform since launch •Launched IQVIA Next Best Action, an AI-driven recommendation engine for life sciences that embeds key insights and intelligence into commercial workflows to deliver the right content at the right time and place and enhance customer engagement •Continued the rollout of our Orchestrated Clinical Trials (OCT) platform, with over 350 clients having adopted at least one module in the suite. Launched our Clinical Data Analytics Suite, a SaaS-based platform that integrates and transforms structured and unstructured data from clinical trials into predictive insights •Expanded the reach of our award-winning Electronic Clinical Outcomes Assessment(eCOA) tool to over 150 projects across 35 therapeutic areas. Over 70 customers are using this platform, including 8 of the top 10 pharmaceutical companies • Expanded our investment in the lab business by purchasing the remaining non-controlling interest in our central lab joint venture from Quest Diagnostics and acquiring Myriad Rules Based Medicine •Ended 2021 with a net leverage ratio of 3.56x, significantly exceeding the target of 4.0xrecords Capital Deployment •Deployed total capital investment of $640649 million, principally in new product development and technology infrastructure •Returned approximately $395 million1.0 billion to stockholders through the repurchase of over 1.75 millionshares at an average price of $197 per share shares •Invested $2,216996 millionin acquisitions and investments in key strategic areas •  In May, successfully issued new $750 million 5-year Senior Secured Notes due 2028 and $500 million 7-year Senior Notes due 2030 •  In November, successfully issued new $1.25 billion 5-year Senior Secured Notes due 2029 and $1.5 billion 7-year US term loans due 2031 to refinance upcoming debt maturities; swapped these new issuances to Euros at an average fixed rate of 4.8555% for the notes and 4.9015% for the term loans to positively impact the Company’s debt maturity stack and minimize exposure to interest rate risk in 2024 and beyond •  Notes were ~12x oversubscribed and the loans were ~5x oversubscribed, which allowed for optimal pricing on each transaction •  Ended 2023 with 84% of gross debt at fixed rates, including swaps •  Ended 2023 with a Net Leverage Ratio(2)(3) of 3.45x Environmental, Social,Sustainability •  The SBTi verified our greenhouse gas emissions reduction targets, setting a roadmap with clearly defined actions as we aim to achieve a 55% reduction in our scope 1 and Governance (ESG)scope 2 emissions by 2030 and achieve net zero emissions by 2050 •  Our scope 3 emissions decreased by 31% from 2021 to 2022, largely due to reductions in emissions from purchased goods and services, capital goods, and transport and distribution •  Continued declassification of the Board: 60% of our directors are up for election to one-year terms in 2024 and 100% of our directors will be up for election to one-year terms in 2025 •  Adopted stockholders’ right to request a special meeting of stockholders •  Building upon past learnings and successes, launched new global Diversity, Inclusion & Belonging Plan, furthering our initiatives in this area through actions designed to support growth and innovation in our programs and processes •  Racial, ethnic and gender diversity for 2023 IQVIA U.S. new hires exceeded the overall IQVIA U.S. workforce, continuing a trend from 2022 and 2021 •  Strong employee survey results, including:  87% can see a clear link between their work and IQVIA’s vision to drive healthcare forward—5 points better than prior year and 5 points above the Fortune 500 Benchmark  88% agree they are acquiring the knowledge and skills necessary to be effective in their job - consistent with prior year and 7 points above the Fortune 500 Benchmark (1) •PreparedAmounts expressed in constant currency terms in this Proxy Statement exclude the effect of changes in foreign currency exchange rates on the translation of foreign currency results into U.S. dollars. For additional information regarding foreign currency translation, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our reporting2023 Annual Report on climate impactForm 10-K. (2) Underlying Revenue growth is defined as constant currency revenue growth excluding revenues from COVID-19 related projects from both 2022 and 2023. (3) Adjusted EBITDA, Adjusted Diluted EPS, Adjusted Net Income, Net Leverage Ratio and Free Cash Flow are not prepared in alignmentaccordance with generally accepted accounting principles in the United States (GAAP). The definitions of Adjusted EBITDA, Adjusted Diluted EPS, Adjusted Net Income, Net Leverage Ratio and Free Cash Flow are the same, and reconciled to the nearest comparable GAAP financial measure in the exact same manner, as in the Company’s earnings releases. For additional information regarding “Adjusted EBITDA,” “Adjusted Diluted EPS,” “Adjusted Net Income,” “Net Leverage Ratio” and “Free Cash Flow,” including reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measure, see “Appendix A.” IQVIA HOLDINGS INC.    2024 Proxy Statement 56 Back to Contents These milestones and accomplishments were recognized externally by multiple third parties, including: • Abbott’s UNIVANTS of Healthcare Excellence Awards: Recognition for our collaboration with the National Basketball Association and other partners • TCFDAI Breakthrough Awards: framework,Best AI-Based Solution for Healthcare award for using large language models to examine social determinants of health • Brandon Hall Group: Five Human Capital Management Excellence Awards in recognition of our talent development programs in the leading setareas of standards(i) best learning program, (ii) best leadership development, (iii) best use of video for investors seekinglearning, (iv) best hybrid learning program and (v) best advance in custom content • Forbes Award: IQVIA was named in Forbes’ annual World’s Best Management Consulting Firms list, which is based on input from clients and other consulting firms across 40 countries. We received specific recognition in the data analytics & big data, healthcare & life sciences, strategy, marketing and brand & pricing categories • FORTUNE: For the seventh year in a row, IQVIA was named one of the World’s Most Admired Companies in FORTUNE’s annual survey. For the third year in a row, IQVIA was named the number one most admired company in our category, Healthcare: Pharmacy and Other Services. In addition, IQVIA earned first place ranking in six of nine categories, including quality of management, people management, innovation, quality of products and services, global competitiveness, and use of corporate assets • IDC Market Award: IDC MarketScape recognized IQVIA as a worldwide leader in Life Science R&DS Pharmacovigilance Solutions • KLAS Award: Recognition for our excellence as a software and service company helping healthcare professionals improve patient care. Rankings are a direct result of the feedback of IQVIA’s customers over the last year. Customers assess strict criteria, making this a prestigious award across our sector • MedTech Breakthrough Awards: Recognition in the Best New Technology Solution - Drug Development category for IQVIA SmartSolve® as Best New Technology Solution for Drug Development • President’s Certificate of Commendation (COVID-19): For our IQVIA laboratories Singapore site ramping up COVID-19 testing capacity Enhancements to our Executive Compensation Program Based on Investor Feedback The key features of the program, which are consistent with feedback received from stockholders, are highlighted below. Summary of Board Responsiveness to Compensation-Related Investor Feedback Following governance specific engagement meetings with stockholders representing approximately 35% of our outstanding common stock, we implemented numerous enhancements to our executive compensation program and related disclosures based on what we heard. The following table summarizes the key themes we heard on compensation matters and how we responded to that input. IQVIA HOLDINGS INC.    2024 Proxy Statement 57 Back to understand an organization’s climate approach •AlignedContents What We Heard What We Did Peer Group. Stockholders requested greater transparency on the peer group used to make compensation decisions for named executive officers, and particularly our 2021 ESG ReportChief Executive Officer • Disclosed Peer Group. The LDC Committee changed the criteria used to select the Company’s compensation peer group to better align with the GRI Company’s near-term strategic objectives and, SASB reporting frameworks •Explicitly tied progressbased on ESG-related mattersthe new criteria, selected a new compensation peer group used for all named executive officers, including our Chief Executive Officer, eliminating the supplemental compensation peer group previously used for our Chief Executive Officer. We also significantly increased disclosure about the criteria used to select the compensation peer group Annual Plan. Stockholders requested greater transparency on specific ESG targets used in determining bonus payouts for named executive officers • Disclosed ESG Targets. We disclosed specific targets on employee engagement survey results relative to benchmark scores for our named executive officers, which impact short-term compensation payouts, tying executive compensation to our human capital management efforts, which are critical to achieving our financial results Annual Plan. by including ESG objectives in theFor our short-term incentive award programpayouts, stockholders requested more disclosure on the rationale for payout decisions within permitted ranges for the non-Revenue/Profit performance measures • Limited Discretion and Increased Transparency. Implemented for 2022 short-term incentive payouts, determined by the LDC Committee and Board in February 2023, the payout earned under each non-Revenue/Profit performance measure was based on a linear interpolation within the target range, based on the score earned by each executive within a 20-point scale, plus or minus eight percentage points, with the LDC Committee providing the rationale for any deviations from a straight-line interpolated payout. To illustrate, if the total score under a given performance measure is 15, the straight-line interpolated payout would be 159%, and   the payout earned could be between 151% and 167%, based on the specific considerations used by the LDC Committee when determining such payout LTI. Stockholders asked for a cap on long-term performance share (PSU) payouts if the Company’s absolute total stockholder return is negative • Implemented Negative TSR Cap. The LDC Committee adopted a policy, beginning with the2023 PSUs, to cap the payout at target for the portion of PSUs based on Relative TSR if our absolute TSR for the three-year performance period is negative LTI. Stockholders requested a greater percentage of long-term incentive awards to be performance shares to better align the interests of our named executive officers with our stockholders •Added two racially/ethnically diverse women as directors Increased Mix of Performance Shares. The LDC Committee changed the mix of long-term incentive awards granted to our Board •63%named executive officers to increase the percentage of new hiresPSUs as a percentage of the total long-term incentive awards granted from 50% in 2022 to 75% in 2023. Restrictedstock units are no longer included in our annual long-term incentive awards granted to named executive officers LTI. For the 3-year TSR vs. Relative TSR performance metric of our PSUs, which accounts for 25% of the total performance share award, stockholders have requested a more challenging Relative TSR achievement requirement to receive a 100% payout for that portion of the PSUs • Increased Relative TSR Target Performance. Beginning with the 2023 PSUs, the LDC Committee approved an increase in the US identifying as women and 38% identifying as Non-White, including 13% who identified as Black or African American •Reduced our total and per-employee GHG emissions year-over-year beyond our expectations • Published our EEO-1 report and enhanced other workforce and Board diversity disclosure •Added two new groupsRelative TSR target performance from the median to our ERG program and saw total participation in ERGs increase by 60% • To further strengthen our D&I efforts, we appointed a senior leaderthe 55th percentile for the three-year TSR vs. Relative TSR performance metric of our D&I program •ImplementedPSUs to receive a target payout of 100% for that portion of 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 we will need to succeed •Progressed toward setting a science-based target to reduce GHG emissions by the end of 2023 •Removed all single use plastic from our offices worldwide, a goal we set out to achieve in 2021 PSUs (1) Amounts expressed in constant currency terms in this Proxy Statement exclude the effect of changes in foreign currency exchange rates on the translation of foreign currency results into U.S. dollars. For additional information regarding foreign currency translation, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our 2021 Annual Report. The definitions of Adjusted EBITDA, Adjusted Diluted EPS and Free Cash Flow are the same, and reconciled to the nearest comparable GAAP financial measure in the exact same manner, as in the Company’s earnings releases. For additional information regarding “Adjusted EBITDA,” “Adjusted Diluted EPS,” and “Free Cash Flow,” including reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measure, see “Appendix A.” (2) All references to $2,216 million of mergers and acquisitions spend in this Proxy Statement include the purchase of the remaining non-controlling interest in our lab business from Quest Diagnostics. IQVIA HOLDINGS INC.    2022 Proxy Statement 51 Back to Contents Elements of Our Executive Compensation Program The primary elements of our 20212023 executive compensation program are described below. Key Components How Paid Overview Overview Key Benchmarks/Performance Measures Base Salary Cash Fixed compensation to attract and retain executives and balance performance-linked compensation •Benchmarked to peer group •Adjusted for experience, role, and performance Annual Incentive Awards Cash Variable annual compensation to motivate and reward executives for achieving annual financial goals and strategic milestones that are critical to our strategic priorities   Limit:0%-200% of target •Revenue/Profit •Cash Flow •Balance Sheet/Liquidity •Operational/Strategic •Leadership/ESGSustainability Long-Term Incentive Awards Performance Shares 50%75% Variable long-term equity-based compensation to motivate and reward executives for achieving key longer-term financial performance and stockholder return objectives Final awards determined based on achievement relative to pre-established corporate performance metrics forover a three-year performance period   Limit: 0%-200% of target shares •Adjusted Diluted EPS Growth (75%) •Relative TSR (25%) Stock Appreciation Rights 25% Variable long-term equity-based compensation to encourage absolute performance and long-term value creation   Awards vest ratably over three years and have a ten-year exercise term •Stock price appreciation Restricted Stock Units 25% Variable long-term equity-based compensation to encourage long-term value creation and provide increased retentive value   Awards vest ratably over three years IQVIA HOLDINGS INC.    2024 Proxy Statement •Stock price58 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 52 Back to Contents Compensation and Governance Practices Below we highlight certain of our key practices that we consider good governance features of our executive compensation program. WHAT WE DO ✔ Align significant percentage of executive pay with performance ✔ Use an objective, formulaic approach to determining short-term incentive awards ✔ Annual say-on-pay vote Conduct an annual compensation risk review and assessment Set challenging yet achievable performance objectives for our named executive officers ✔ Conduct annual performance evaluations of the named executive officers at the LDC Committee level Appropriately balance short- and long-term incentives Limit LDC Committee judgement to adjust short-term incentive awards to no more than 1/6th of the final award Offer transparent disclosure of achievements for all performance measures and metrics used to determine short-term incentive awards Cap the payout at target for the portion of performance share awards based on Relative TSR if our absolute TSR for the three-year performance period is negative ✔ Appropriately balance short- and long-term incentives ✔ Limit LDC Committee discretion to adjustAlign executive compensation with progress on sustainability matters by including specific ESG-related objectives in our short-term incentive awards to no more than 1/6th of the final award program Regularly engage with our stockholders on our compensation program and implement enhancements based on feedback received ✔ Use multi-year vesting requirements for long-term awards Utilize expertise of an external independent compensation consultant Include non-solicitation and non-competition provisions in award agreements Disclose targets for long-term incentive awards upon vesting Align executive compensation with stockholder returns by providing the majority of total compensation in the form of performance-based long-term incentive awards ✔ Include non-solicitation Have two clawback policies, one applicable to our Section 16 officers in the event of a material financial restatement and non-competition provisions in award agreements a second, supplemental clawback policy that applies to a wider set of employees and covers a broader set of misconduct ✔ Align executive compensation with progress on ESG matters by including specific ESG-related objectives in our short-term incentive award program ✔ Conduct an annual compensation risk review and assessment ✔ Use multi-year vesting requirements for long-term awards ✔ Utilize expertise of an external independent compensation consultant ✔ ImplementMaintain meaningful share ownership guidelines ✔ Disclose targets for long-term incentive awards upon vesting ✔ Conduct annual performance evaluations of the named executive officers at the LDC Committee level ✔ ImposeUtilize a robust clawback policy for our cash and equity incentive compensation in the event of financial restatements competitive peer group   WHAT WE DON’T DO WHATWEDON’TDO ✘ NoSign contracts with multi-year guaranteed salary increases or non-performance bonus arrangements ✘ No repricing of Reprice underwater stock options or Stock Appreciation Rightsstock appreciation rights (SARs) without stockholder approval ✘ NoGross up for excise tax gross-ups taxes ✘ No payment of Pay unearned dividends prior to vesting ✘ No single triggerHave single-trigger equity vesting ✘ No Allow hedging or pledging of Company shares IQVIA HOLDINGS INC.    2024 Proxy Statement 59 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 53 Back to Contents Named Executive Officer Compensation at a Glance The following illustrations depict the amount and mix of compensation deliveredprovided to our Chief Executive Officer and other named executive officers in 2021.2023 ($ in thousands).     The following charts reflect the mix of pay for our Chief Executive Officer (74.4%89.0% performance-linked) and the average for our other named executive officers (69.1%82.9% performance-linked). ChiefExecutiveOfficer AverageofotherNamedExecutiveOfficers     Say-on-Pay The Board and the LDC Committee are committed to providing transparency about our compensation practices and strive to ensure our executive compensation program aligns with the interests of our stockholders and reflects our pay-for-performance philosophy. In 2021,The Board measures this alignment in part through an annual advisory say-on-pay vote. At the 2023 annual meeting, the Company’s stockholders approved the compensation of the named executive officers, with 80% of stockholders casting votes in favor of the say-on-pay proposal. The Board, LDC Committee and management regularly consider the level of support provided by stockholders in the annual say-on-pay proposals in its compensation decisions and stockholder engagement approach. For the past several years, as highlighted by our Lead Independent Director in his letter to stockholders, we have regularly engaged with our stockholders to obtain valuable insights and feedback to better understand our stockholders’ priorities and perspectives, which the Board committed to implementing the say-on-pay frequency approved byand LDC Committee have incorporated into its deliberations and decision-making. See pages 49-50 for more information regarding our stockholder engagement program and pages 63-65 for more information regarding our executive compensation program, which include significant, detailed enhancements made as a majoritydirect result of stockholders at the 2021 annual meeting offeedback received from our stockholders. Following that meeting, at which approximately 96% of stockholder votes favored conducting say-on-pay advisory votes annually, the Board adopted annual say-on-pay until the next required say-on-frequency vote. IQVIA HOLDINGS INC.    2024 Proxy Statement 60 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 54 Back to Contents Compensation Philosophy Our compensation philosophy continues to be primarily focusedfocus on creating an alignment between executive compensation and business performance by rewarding our named executive officers for achieving financial, strategic, operational, leadership and leadershipESG goals that are intended to contribute to long-term stockholder value. To that end, our executive compensation program is designed to: • Attract and retain experienced and well-qualified executives to serve in leadership positions and to lead our organization over the long term • • Attract and retain experienced and well-qualified executives to serve in leadership positions and to lead our organization over the long term • Motivate our executives by providing compensation that is directly linked to both our short- and long-term performance • Align the interests of our executive officers with those of our stockholders by delivering a substantial portion of total compensation through performance- and time-based equity awards and imposing meaningful share ownership guidelines • Ensure that risk is managed appropriately to safeguard the interest of our stockholders, as well as our employees Motivate our executives by providing compensation that is directly linked to both our short- and long-term performance • Align the interests of our executive officers with those of our stockholders by delivering a substantial portion of total compensation through performance- and time-based equity awards and imposing meaningful share ownership guidelines • Ensure that risk is managed appropriately to safeguard the interest of our stockholders, as well as our employees Our executive compensation program incorporates specific features to help achieve these goals and to promote related objectives that are important to our long-term success. In addition, the LDC Committee believes it is appropriate for short- and long-term incentive awards granted to our named executive officers to vary based on the relative contribution of each named executive officer to IQVIA’s success. Compensation of Our Chief Executive Officer The Board and the LDC Committee believe that our Chief Executive Officer’s performance has been exceptional and that he has been critical to the success of our Company. Customers, patients, employees and stockholders have derived significant long-term benefits during his tenure. At the time of the Merger, that created IQVIA, our Chief Executive Officer was instrumental in defining our strategy and has superbly executed the transformation of our business into the leading global provider of advanced analytics, technology solutions and contract research services in the life sciences industry. SincetheMergerwasannouncedinMay2016,totalstockholderreturnhasmorethanquadrupled. In the last five calendar years, stockholders have enjoyed a total stockholder return of 271% and an increase in total enterprise value of greater than $41billion. (1) This graph assumes that $100 was invested in IQVIA as of the close of market on December 31, 2016.   The Board and the LDC Committee believe strongly that our Chief Executive Officer has been instrumental to this significant generation of stockholder value, is critical to the continued success of this transformation, which is ongoing,highly talented and is fundamental to the long-term success of our Company. Because of his talents, the Board and the LDC Committee believe strongly that many larger companies would have a keen interest in recruiting him to serve as chief executive officer, in light of the success of the Merger and our Chief Executive Officersubsequent strategic transformation. As more fully described in this Proxy Statement and our other public disclosures, the Company did an outstanding job throughout 2023 withstanding the effects of a series of macroeconomic and geopolitical headwinds and other dynamics outside the Company’s control, including but not limited to, their executive ranks. unprecedented rise in global interest rates, global recession fears, impact of the U.S. Inflation Reduction Act, slowdown in discretionary spending by our pharmaceutical and biotechnology clients, increase in the UK corporate tax rate, ongoing regional wars, and a weakened Chinese economy.  In particular, under his leadership in 2021,2023, the Company: • achieved at or near record-high growthCompany quickly responded to these challenges as they occurred, putting in all key performance measures, including Revenue, Adjusted EBITDA,place targeted action plans to help mitigate these risks, while ensuring we continued to deliver strong results, further optimized our cost structure, strengthened the balance sheet, invested in the business and Adjusted Diluted EPS • prioritized safeguarding employee jobs during the most challenging parts of the pandemic and successfully managedreturned capital to our human capital strategystockholders. Key highlights in 2023 included: • Increased Revenue to $15.0 billion, up 4.1% compared to 2022 at constant currency; underlying Revenue growth up 9% compared to 2022, which is measured at constant currency excluding revenues from COVID-19 related projects from both 2022 and 2023 • Grew Adjusted EBITDA to $3.6 billion, up 6.7% compared to 2022 • Achieved Adjusted Diluted EPS of $10.20, up 0.4% compared to 2022, and up 12% excluding the impact of the step-up in interest rates and the increase in the UK corporate tax rate • Increased record R&DS backlog to $29.7 billion, up 9.2% compared to 2022 • Significantly exceeded cost reduction target by 35%, delivering more than $470 million in savings, doubling the productivity savings generated in 2022 • Successfully issued a combined $2.5 billion new Senior Notes and Senior Secured Notes and $1.5 billion new 7-year US term loans to extend near term maturities and provide increased liquidity • Ended 2023 with 84% of gross debt at fixed rates, including swaps • Ended 2023 with a Net Leverage Ratio below 3.50x at 3.45x • Deployed total capital expenditures of $649 million, principally in new product development and technology infrastructure • Invested $996 million in acquisitions and investments in key strategic areas     IQVIA HOLDINGS INC.    20222024 Proxy Statement 5561 Back to Contents • Returned approximately $1.0 billion in cash to stockholders through the repurchase of approximately 5 million shares at an average price of $197 per share Our Chief Executive Officer also demonstrated a strong commitment to Contents • achieved $2.3 billion of Free Cash Flow, a 71% increase over the prior yearour people, investing considerably in our talented 87,000 employees, and all-time high for the Company • closed the year with a record $10.1 billion of contracted net new businessdriving numerous human capital initiatives forward, resulting in the R&DS business, increasing our backlog to a record $24.8 billion • significantly accelerated the implementation and adoption of DCT far faster than expected, with more than 300 studies now deploying at least one IQVIA DCT solution • Achieved three-year run-rate cost reduction goals earlier than planned andfollowing key achievements in excess of targets2023: • Sustained IQVIA’s leadership position in AI with the launch of 10 new AI product lines that exceeded revenue targets • Reduced twelve-month trailing attrition from 16.8% to 11.4% • Building upon past learnings and successes, launched new global Diversity, Inclusion & Belonging Plan, furthering our initiatives in this area through actions designed to support growth and innovation in our programs and processes • Strong employee survey results, including:   87% can see a clear link between their work and IQVIA’s vision to drive healthcare forward—5 points better than prior year and 5 points above the Fortune 500 Benchmark   88% agree they are acquiring the knowledge and skills necessary to be effective in their job - consistent with prior year and 7 points above the Fortune 500 Benchmark • IQVIA was awarded five Human Capital Management Excellence Awards from the Brandon Hall Group in recognition of our talent development programs in the areas of (i) best learning program, (ii) best leadership development, (iii) best use of video for learning, (iv) best hybrid learning program and (v) best advance in custom content Our Chief Executive Officer has also taken a leading role in implementing an ambitious ESGsustainability agenda for the company.Company and working with the Board to further strengthen our governance program. Key ESG-relatedsustainability- and governance-related achievements reached in the last year included the following: • Prepared our reporting on climate impact in alignment • The SBTi verified our greenhouse gas emissions reduction targets, setting a roadmap with clearly defined actions as we aim to achieve a 55% reduction in our scope 1 and scope 2 emissions by 2030 (versus 2019 baseline) and achieve net zero emissions by 2050 • Significantly decreased Scope 3 emissions by 31% in absolute terms; to date, 33% of IQVIA’s in-scope suppliers by emissions have or have committed to science-based targets, significantly exceeding target • Adopted two clawback policies, one applicable to our Section 16 officers in the event of a material financial restatement and a second, supplemental clawback policy that applies to a wider set of employees and covers a broader set of misconduct • Implemented stockholders’ right to request a special meeting • Continued declassification of the Board: 60% of our directors are up for election to one-year terms in 2024 and 100% of our directors will be up for election to one-year terms in 2025 • Increased transparency into the Company’s limited political activities by publishing our Political Activity Policy on our website and reporting on an annual basis our U.S. political spend For the TCFDframework, the leading set of standards for investors seeking to understand an organization’s climate approach • Aligned our 2021 ESG Report with the GRIand SASBreporting frameworks • Explicitly tied progress on ESG-related matters to executive compensation by including ESG objectives in the short-term incentive award program for each of our named executive officers • Committed to increase gender, racial and ethnic diversity on the Board • Expanded our ERG program with the addition of two new groups and saw total participation in our ERG program increase by 60% over the prior year • Enhanced our disclosure of workforce and Board diversity data • Appointed a senior leader of our D&I program responsible for formalizing and driving our strategy across the organization • Progressed toward setting a science-based target to reduce GHG emissions by the end of 2023 • Removed all single use plasticfrom our offices worldwide, a goal we set out to achieve in 2021 Finally, under our Chief Executive Officer’s leadership, the Company has been recognized by multiple organizations, including International Data Corporation’s 2021 MarketScapeTM and the Brandon Hall Group, and, notably, for the fifthseventh year in a row, IQVIA was named to FORTUNE’s listone of Most Admired Companies. In addition, for 2021, IQVIA earned a first-place ranking in FORTUNE’s Healthcare:PharmacyandOtherServices category of its the World’s Most Admired Companies list, earning top rankings in FORTUNE’s annual survey. For the categoriesthird year in a row, IQVIA was named the number one most admired company in our category, Healthcare: Pharmacy and Other Services. In addition, IQVIA earned first place ranking in six of nine categories, including quality of management, people management, innovation, capital deployment,quality of products and services, global competitiveness, qualityand use of product services, and long-term investment value.corporate assets. Stockholders benefited from these and other steps that the Company took under the Chief Executive Officer’s leadership. Accordingly, the Board and the LDC Committee believe that retention of our Chief Executive Officer is imperative to our success as a company. For further details about our 2021 highlights, see “—Executive Summary—2021 Business Performance Highlights” above. That view informs their decisions regarding his compensation. For further details about our 2023 highlights, see “—Executive Summary—2023 Business Performance Highlights” above.  The See “—2023 Compensation Determinations—2023 Long-Term Incentive Awards” on page 88 for factors considered by the Board and the LDC Committee regularly assess whether our Chief Executive Officer’s compensation presents sufficient value to retain his services. In particular, when consideringin determining long-term incentive awards granted to our Chief Executive Officer, 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. In determining the long-term incentive award for our Chief Executive Officer in 2021, the LDC Committee considered the fact that Officer. IQVIA HOLDINGS INC.    2024 Proxy Statement 62 Back to Contents 88% of the value associated with his outstanding equity awards as of early February 2021 would be fully vested or exercisable within approximately 12 months. Overview of Our Executive Compensation Program Roles of the LDC Committee, the Board and Management in Compensation Decisions Our executive compensation program is developed and overseen by the LDC Committee. The LDC Committee consults with and takes into account the views and recommendations of senior management in making decisions regarding our executive compensation program. The LDC Committee is responsible for approving (or recommending for approval to the Board, in the case of the compensation of our Chief Executive Officer) annual base salary increases, annual cash incentive targets, short-term incentive awards, and long-term incentive awards for our named executive officers. IQVIA HOLDINGS INC.    2022 Proxy Statement 56 Back to Contents Use of Compensation ConsultantsConsultant The LDC Committee uses Steven Hall &Meridian Compensation Partners, LLC, an independent external compensation consultant (the “externalexternal compensation consultant”),consultant) to provide objective analysis, advice and information, including competitive market data and recommendations related to the compensation of our named executive officers. While the external compensation consultant may make recommendations on the form and amount of compensation, the LDC Committee (oror the Board in the case of the Chief Executive Officer) makesmake all decisions regarding the compensation of our named executive officers. The external compensation consultant is engaged by and reports directly to the LDC Committee. The LDC Committee is solely responsible for approving payments to the external compensation consultant and for setting the terms, scope and duration of the external compensation consultant’s engagement. The external compensation consultant does not provide services to us other than executive and non-employee director compensation consulting services provided to the LDC Committee. After considering the independence assessment factors provided under the NYSE listing rules, the LDC Committee determined that the external compensation consultant is independent and that the work the external compensation consultant performed during 20212023 did not raise any conflicts of interest. Benchmarking The LDC Committee works with our external compensation consultant to better understand and continually monitor market-competitive pay practices, which it then considers when determining compensation adjustments and changes for the coming year. This annual process includes reviewing our identified peer group and conducting a competitive market benchmark analysis of senior officer roles. The LDC Committee also considers, on a supplemental basis, market survey data from the Aon Radford Survey when determining the elements and amount of total direct compensation for our named executive officers. Review of peer companies2023 Peer Group The LDC Committee generally targets total target compensation opportunities for our named executive officers, other than our Chief Executive Officer, at or near the median of our peer group and/or market survey group. When reviewing the compensation opportunities for our Chief Executive Officer, the LDC Committee considers the compensation of chiefbut retains flexibility to position named executive officers at public companies outside our peer group, including significantly larger companies with annual revenues in excessabove or below median based on experience, scope of $20 billion, because the LDC Committee believes these companies are realistic competitors for our Chief Executive Officer’s services. (For a further description of the LDC Committee’s approach to our Chief Executive Officer’s compensation, see “—Compensation of Our Chief Executive Officer” above)responsibility, critical skill set, expertise and performance.  The LDC Committee considers comparisons to compensation levels at other companies to be helpful in assessing the overall competitiveness of our compensation practices, but places a greater emphasis on aligning overall compensation opportunities rather than individual compensation elements. Our The compensation peer group includes a mix of both industry and non-industry peers. These are companies with which we compete for executive talent, or that are broadly similar to us based on certain characteristics. In particular, we consider financial size and performance as measuredused 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 workedto review our named executive officers’ total target compensation in July 2023 was approved by the LDC Committee in May 2023, with input provided by senior management and the external compensation consultant. To better align the peer group with the Company’s near-term strategic objectives, the external compensation consultant in 2021recommended significant changes to review ourthe criteria used to select the Company’s peer group. The criteria used to select the 2023 peer group and confirm it remains appropriate. Based on discussions with, and recommendations from, our external compensation consultant, Allergan plc was removed from the peer group because it was acquired by AbbVie, Inc. in May 2020. The comparator companies are as follows:described below: Industry Classification Company Name U.S. publicly-traded companies in related industry segments with strategic filters for global complexity and growth orientation Biotechnology Revenue Regeneron Pharmaceuticals, Inc. Revenue range of ~$5 Billion to ~$80 Billion Capital Markets Market Capitalization S&P Global, Inc. Three-year average market capitalization at least 2x average revenues as exemplified by high growth/ high margin strategies Healthcare Providers and Services Non-U.S. Revenue 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.  >25% non-U.S. revenues     IQVIA HOLDINGS INC.    20222024 Proxy Statement 5763 Back to Contents Back to Contents Review of market survey data TheBased on this analysis, the LDC Committee also considered market survey data when determiningselected the elements and amountfollowing peer group in May 2023, which applies to all of total direct compensation for our named executive officers other thanincluding our Chief Executive Officer, whose base salaryOfficer: Industry Company Name New for 2023 Biotechnology AbbVie Inc. Amgen Inc. Biogen Inc. Gilead Sciences, Inc. Moderna, Inc. Regeneron Pharmaceuticals, Inc. Vertex Pharmaceuticals Inc. Healthcare Services Laboratory Corp of America Holdings IT Consulting and Services Accenture plc Cognizant Technology Solutions Corp. Gartner, Inc. International Business Machines Corp. Life Science Tools and Services Agilent Technologies, Inc. Avantor, Inc. Danaher Corporation ICON plc Thermo Fisher Scientific, Inc. Pharmaceuticals Bristol Myers Squibb Co. Eli Lilly & Co. Merck & Co., Inc. Pfizer Inc. Zoetis Inc. Changes from prior peer group Based on the updated selection criteria, the following companies were removed from the peer group: Bausch Health Companies Inc., Boston Scientific Corporation, Fiserv, Inc., Johnson & Johnson, Quest Diagnostics Inc., S&P Global Inc., Salesforce, Inc., and annual incentive target were established pursuantThomson Reuters Corp. In response to his employment agreement. The market survey data reviewed consisted of surveys of executive compensation data from public and private companies across all sectors with similar qualifications to those we use to determine peer companies. The external compensation consultant prepared analyses of this survey data at the direction ofinvestor feedback, the LDC Committee for its review and consideration. For positions whereno longer uses a supplemental peer group and market survey data were available,when making determinations regarding the peer group and market survey data were averaged to provide a market composite perspectivecompensation of compensation levels for such positions. We also reviewed peer group data to assess competitive executive incentive compensation programs and practices.our Chief Executive Officer.   Non-binding Company grant guidelines Long-term incentive awardsaward values are determined in part based on non-binding Company grant guidelines, which the LDC Committee develops each year. These guidelines set forth proposed long-term target award values for our named executive officers, other than our Chief Executive Officer, and are established to be consistent with peer group and market survey data on target equity award values for employees with similar salaries and positions. IQVIA HOLDINGS INC.    2024 Proxy Statement 64 Back to Contents Key Features to Align Executive Pay with Stockholder Interests As illustrated below, we tie our executive compensation program to our long-term business strategy by keeping our executives focused on, and rewarding them for, the achievement of short- and long-term goals that are integral to our strategy. CompensationComponent Link to Strategy Strategy and Performance Alignment Annual Plan Incentives • 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 and execution of our sustainability initiatives intended to support achievement of our human capital management goals and help drive financial results Long-Term Incentive Awards Incentives • We ensure thethat long-term incentive awards have sufficient retentive value because retaining our named executive officers is crucial to realizing our strategic goals • We consider individual performance (which is tied to our strategic goals) in setting the targeted value of our named executive officers’ long-term equity grantsincentive awards Further aligns named executive officers’ interests with stockholders’ interests by: • Linking a substantial portion of total compensation to long-term corporate performance using long-term incentive awards, including performance shares based on Relative TSR and Adjusted Diluted EPS targets set at the time of grant • Setting three-year vesting periods for our long-term incentive awards that link their payouts to our long-term corporate and share price performance • Including a clawback ofdiscretion to recoup equity awards in the event of a restatement of our financial statements, as a result of misconduct or in the event of a breach of restrictive covenants See the “—Executive Summary—Enhancements to our Executive Compensation Program Based on Investor Feedback” section on page 57 for further details on the numerous enhancements we have made to our executive compensation program and related disclosures based on our engagement with investors.      IQVIA HOLDINGS INC.    20222024 Proxy Statement 5865 Back to Contents Back to Contents Elements of Compensation The following is a discussion of the primary elements of compensation for each of our named executive officers. Base Salary The purpose of base salary is to: • provide financial predictability and stability through fixed compensation that is less than a majority of total direct compensation at target for the named executive officers • • provide financial predictability and stability through fixed compensation that is less than a majority of total direct compensation at target for the named executive officers • provide fixed compensation at market-competitive rates that will attract new executives and retain our existing executives • provide fixed compensation that reflects the scope, scale and complexity of the executive role provide fixed compensation at market-competitive rates that will attract new executives and retain our existing executives • provide fixed compensation that reflects the scope, scale and complexity of the executive role Annual base salaries for our named executive officers may be adjusted by the LDC Committee based upon the recommendations of our Chief Executive Officer (except with respect to his own salary) as well as market benchmarking data and analysis. The Chief Executive Officer’s recommendations with respect to any particular named executive officer generally are based upon the executive’s individual performance review for the prior year, the executive’s leadership and contributions to Company performance, market conditions, peer group and/or market survey data, and our overall budgetary guidelines. The LDC Committee takes all of these factors into account when making its decisions but does not assign a specific or pre-determined weight to any one factor. In addition to the annual salary review, the LDC Committee may adjust base salaries during the year in connection with promotions, increases in responsibilities or to maintain competitiveness in the market. Short-Term Incentive Awards Overview The objective for our short-term incentive award program (the “Annual Plan”)Annual Plan) is to incentivize and reward achievement of our annual financial and strategic goals and to establish appropriate corporate performance objectives to ensure our named executive officers are accountable for and motivated to deliver a high degree of financial and operational performance without excessive risk-taking. In response to stockholder feedback, we redesigned the Annual Plan in 2020. The key changes are summarized below. Annual Plan awards are conditioned on the achievement of corporate and individualized performance measures. Given the broad range of strategic actions necessary to execute the ongoing transformation of our business, the individual performance measures provide a necessary balance to the corporate performance measures and reward our named executive officers for accomplishments beyond strong financial results. The individual performance measures also help mitigate any risk that financial targets will be pursued at the cost of long-term sustainability. At the beginning of each fiscal year, the LDC Committee establishes the metrics and corresponding targets for the performance measures for each named executive officer based on the Company’s targeted financial performance and objectives for the year. The targets are intended to be realistic, but rigorous. Performance measures consist of a series of key financial, strategic, operational, leadership and governanceESG metrics that relate to the duties of the named executive officer in support of the business objectives for the year. For each named executive officer, awards under the Annual Plan are calculated as follows:   IQVIA HOLDINGS INC.    2024 Proxy Statement 66 Back to Contents Basesalary Short-term incentive compensation for each named executive officerofficers is determined using his annualtheir base salary as the initial building block in the award calculation. Targetincentive The LDC Committee determines a target annual short-term incentive for each named executive officer, ranging between 0% and 200% of base salary. Target Incentiveincentive amounts are reviewed annually to determine whether adjustments are appropriate. IQVIA HOLDINGS INC.    2022 Proxy Statement 59 Back to Contents Formula-based payout factor The Formula-Based Payout Factor reflects the weighted achievement with respect to five performance measures: Revenue/Profit, Cash Flow and Balance Sheet/Liquidity, which evaluate corporate performance; and Operational/Strategic and Leadership/ESG,Sustainability, which are tailored for each named executive officer. Individual performance adjustment Adjustments, if any, are made atbased on the discretionjudgement of the LDC Committee and any upward adjustment is limited to no more than 1/6th of the final award and in no event may an Individual Performance Adjustment result in a named executive officer’s Formula-Based Payout Factor exceeding 200%. of target. Performance measures The five performance measures that determine the Formula-Based Payout Factor for the 2023 Annual Plan are described below. Revenue/Profit Revenue/Profit Revenue and profit achievement create a direct link between executive compensation and the Company’s results of operations. As further described below, the component metrics for this performance measure are Revenue, Adjusted EBITDA, and Adjusted Diluted EPS, which align with how such metrics are calculated in the Company’s publicly disclosed earnings releases. Cash Flow Cash flow is a key measure of the Company’s financial performance. The principal cash flow performance measure includesis Free Cash Flow as a metric, andFlow. Additional metrics may include additional metrics such as past due balances and Net Days Sales Outstanding in a given year based on the LDC Committee’s determination, taking into account the views and recommendations of senior management as to what cash flow metrics the Company should prioritize based on our strategic goals. Balance Sheet/Liquidity The LDC Committee selected balance sheet strength and liquidity as a performance measure because maintaining a strong balance sheet, with high liquidity levels and sound working capital management, is a key indicator of the Company’s financial health. This performance measure will include Net Leverage Ratio as a metric, and may include additional metrics such as capital intensity, interest expense, debt maturities and/or repatriations in a given year based on the LDC Committee’s determination, taking into account the views and recommendations of senior management as to what balance sheet/liquidity metrics the Company should prioritize based on our strategic goals. Operational/Strategic The LDC Committee selected operational and strategic performance as a performance measure because we are engaged in a strategic transformation of our business, and the achievement of specific operational and strategic goals—beyond annual financial measures—is critical to achieving our short- and long-term financial objectives. The LDC Committee establishes individualized metrics for this performance measure annually for each named executive officer. Leadership/ESG Sustainability Leadership and ESGsustainability actions and achievements can have a profound influence on the Company’s success or failure, its human capital management efforts, its long-term risk management and sustainability.its financial results. The LDC Committee establishes individualized metrics for this performance measure annually for each named executive officer. IQVIA HOLDINGS INC.    2024 Proxy Statement 67 Back to Contents Weightings Each year, the LDC Committee assigns each of the five performance measures a specific weighting that may differ for each named executive officer. The weightings, which may vary from year to year, are determined based on each named executive officer’s contribution to, or responsibility for, a given performance measure.measure and the Company’s overall priorities for the year. The performance measures are underpinned by a set of specific metrics that also may vary from year to year —bothyear—both in substance and in weighting—for each named executive officer. The relative payout for each performance measure will be multiplied by the weighting for the applicable named executive officer before being added to the other performance measure payouts to calculate the named executive officer’s Formula-Based Payout Factor. In other words, the Formula-Based Payout Factor, which can range from 0% to 200%, reflects the weighted achievement of the five performance measures. For 2021,2023, the weightings are set forth below under the section entitled “—20212023 Compensation Determinations—20212023 Short-Term Incentive Awards—Weightings.” IQVIA HOLDINGS INC.    2022 Proxy Statement 60 Back to Contents Metrics for the revenue/profitRevenue/Profit performance measure The Revenue/Profit performance measure incorporates the three corporate metrics described below. These metrics align with the Company’s public financial guidance pronouncements, reflecting a direct link between executive compensation and the key performance measures we provide in earnings reports. Metric Description and Reason Selected Revenue •“Revenue” is defined as the Company’s revenue from our Consolidated Statements of Income •The LDC Committee believes Revenue is a key driver of stockholder value and earnings growth over time Adjusted EBITDA •“Adjusted EBITDA” is defined as the Company’s income or loss from our Consolidated Statements of Income before interest income and expense, income taxes, depreciation and amortization, and further adjusted to eliminate restructuring and related charges,expenses, income from non-controlling interests, stock-based compensation, acquisition and integration-related costs,related expenses, deferred revenue purchase accounting adjustments, loss on extinguishment of debt, earnings in unconsolidated affiliates, and other expense.certain nonoperating and nonrecurring items. This definition is the same, and reconciled to the nearest comparable GAAP financial measure in the exact same manner, as Adjusted EBITDA included in the Company’s earnings releases •The LDC Committee believes Adjusted EBITDA is an important measure of financial performance and the ability to service debt and reflects our near- and longer-termlong-term goal of increasing profitability Adjusted Diluted Earnings Per Share •“Adjusted Diluted Earnings Per Share” or “Adjusted Diluted EPS” means our diluted earnings per share, as reported, excluding all adjustments made to Net incomeIncome or loss from our Consolidated Statements of Income to arrive at Adjusted EBITDA with the exception of interest expense and depreciation and amortization, as well as incremental adjustments for purchase accounting amortization and royalty hedge gain (loss)certain nonoperating and any extraordinary nonrecurring items. This definition is the same, and reconciled to the nearest comparable GAAP financial measure in the exact same manner, as Adjusted Diluted EPS included in the Company’s earnings releases •The LDC Committee believes Adjusted Diluted EPS is an important measure of Company performance and a fundamental metric for the investment community The payout for the Revenue/Profit performance measure is determined based on a quantitative assessment of the Company’s achievement against pre-established targets for each of these metrics. These targets are set at the beginning of each fiscal year by the LDC Committee, and will vary depending on the Company’s annual objectives. The payout for each metric is determined as follows, and then multiplied by the metric’s weight: Performance level Threshold Target Maximum How calculated Target – 15% Goal set by LDC Committee Target + 15% Payout 75% 100% 200% 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. IQVIA HOLDINGS INC.    2024 Proxy Statement 68 Back to Contents Metrics for the other performance measures For each of the other four performance measures, the LDC Committee assigns a rating of 1 – 1–5 points for each of the underlying metrics based on the following criteria: Score Rating Description 5 Significantly Overperform Achieved more than expected 4 Overperform Exceeded some expectations and achieved other expectations 3 Meets Expectation Achieved expected results 2 Underperform Achieved expected results in some areas and did not achieve expected results in other areas 1 Significantly Underperform Did not achieve any expected results IQVIA HOLDINGS INC.    2022 Proxy Statement 61 Back to Contents The scores for each metric under a performance measure are totaled and normalized for a 20-point scale, and then the LDC Committee determines the named executive officer’s payout within the score ranges set forth below. Total Score Low High 17-20 176% 200% 13-16 126% 175% 9-12 76% 125% 1-8 0% 75% Total Score Low High   Total Score Low High 17-20 176% 200%   9-12 76% 125% 13-16 126% 175%   1-8 0% 75% In response to investor feedback for greater insight into short-term incentive award determinations, the payout under each performance measure is based on a linear interpolation within the range based on the score within the 20-point scale, plus or minus eight percentage points, with the rationale provided for any deviations from a straight-line interpolated payout. To illustrate, if the total score for a particular performance measure is 15, the straight-line interpolated payout would be 159%, and the payout could be between 151% and 167% based on the specific considerations utilized by the LDC Committee in determining a payout. The key individual performance metrics used for our named executive officers, along with an assessment of the level of achievement for all 20212023 performance measures, are summarized below under “—20212023 Compensation Determinations—20212023 Short-Term Incentive Awards.” We disclose the metrics used for each individual performance measure, but we consider the specific targets used to evaluate certain of the metrics to be confidential and commercially-sensitive information, and believe their disclosure would result in competitive harm to the Company. Individual performance adjustment The Annual Plan permits the LDC Committee to make individual adjustments to the final award for each named executive officer. These adjustments are designed to recognize an individual’s relative contribution to our financial, operational and strategic success during the year that the LDC Committee does not believe are adequately reflected by the Formula-Based Payout Factor. Adjustments may be positive or negative, atbased on the LDC Committee’s discretion.judgement. However, upward adjustments are limited to no more than 1/6th of the executive’s final award, and they may never cause a named executive officer’s Formula-Based Payout Factor to exceed 200%. The LDC Committee’s determinations for 20212023 with respect to the Annual Plan are discussed below under the section entitled “—20212023 Compensation Determinations—20212023 Short-Term Incentive Awards.” Long-Term Incentive Awards We believe that substantial long-term returns for our stockholders are achieved through a culture that focuses on long-term performance by our named executive officers and other senior management. By providing senior management with a meaningful equity stake in the Company, we are better able to align their interests with and create value for our stockholders. IQVIA HOLDINGS INC.    2024 Proxy Statement 69 Back to Contents In 2021,2023, our annual grant of long-term incentive awards to our named executive officers under our 2017 Incentive and Stock Award Plan consisted of a combination of time-basedperformance shares and stock appreciation rights, allocated as shown below. Percentage of LTI Total LTI Award Component 2023 Performance Shares 75% Stock Appreciation Rights 25% In response to investor feedback and to further align the interests of our named executive officers with stockholders, the LDC Committee changed the mix of equity awards granted to our named executive officers to increase the percentage of performance share awards as a percentage of the total long-term incentive awards granted from 50% in 2022 to 75% in 2023. Time-based restricted stock units SARs, and performance shares, allocated as shown below. This mix differs from the equity mixare no longer included in our annual long-term incentive awards granted in 2020.to our named executive officers.   Percentage of LTI Total LTI Award Component Prior 2021 Performance Shares 50% 50% Stock Appreciation Rights 50% 25% Restricted Stock Units N/A 25% Rationale for selected forms of equity Restricted stock units Restricted stock units provide increased retentive value to Performance shares We believe that performance shares hold our named executive officers and further alignaccountable for achieving key strategic objectives that maximize value creation for our long-term incentive programstockholders. The performance shares granted to a named executive officer in 2023 will be earned based on our financial results over the three-year period from January 1, 2023 through December 31, 2025, subject to the executive’s continued service with the companies in our comparator group, all of which include restricted stock units in their long-term incentive award program. The LDC Committee believes that adding a modest percentage of restricted stock units toCompany through the long-term incentive award mix appropriately increases focus on retention while retaining a significant portionend of the overall award value as performance-based compensation.performance period. Stock appreciation rights The LDC Committee believes that SARs reinforce our goalstrengthen the alignment of retaining key executives while incentivizingcompensation with the creation of value for our stockholders. The SARs granted to our named executive officers in 20212023 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 Back to Contents Performance shares 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 a named executive officer in 2021 will be earned based on our financial results over the three-year period from January 1, 2021 through December 31, 2023, subject to the executive’s continued service with the Company through the end of the performance period. Metrics for performance shares Performance shares will vest, if at all, based on the Company’s results for the two performance metrics described below. The number of performance shares a named executive officer may earn ranges from 0% of the executive’s target award (if the threshold levels of performance are not achieved) to 200% of the target award (if the maximum levels are achieved or exceeded). Each earned and vested performance share will be settled for one share of our common stock.   New for 2023. In response to investor feedback, and after a review of market practice, the LDC Committee adopted a policy, beginning with 2023 performance awards, to cap the payout at target for the portion of performance share awards based on Relative TSR if our absolute TSR for the three-year performance period is negative.  New for 2023. In response to investor feedback, the LDC Committee approved an increase in the Relative TSR target performance from the median to the 55th percentile for the three-year TSR vs. Relative TSR performance metric of our performance share awards to receive a target payout of 100% for that portion of the performance share awards. IQVIA HOLDINGS INC.    2024 Proxy Statement 70 Back to Contents Performance Metric DescriptionandReasonSelected RelativeTotal StockholderReturn • “Relative Total Stockholder Return” or “Relative TSR” is a measure of the Company’s stockholder value creation relative to the S&P 500 Index over three years. It combines share price appreciation and dividends, if any, paid to show the total return to stockholders expressed as an annualized percentage. • The LDC Committee views this metric as closely correlated with long-term returns to stockholders. Adjusted Diluted EarningsPerShare* • “Adjusted “Adjusted Diluted Earnings Per Share” or “Adjusted Diluted EPS” means, with respect to each fiscal year during the performance period, our diluted earnings per share, as reported, including all adjustments made to Net income or loss from our Consolidated Statements of Income to arrive at Adjusted EBITDA, with the exception of interest expense and depreciation and amortization, as well as incremental adjustments for purchase accounting amortization and royalty hedge gain (loss)certain nonoperating and any extraordinary nonrecurring items. This definition is the same, and reconciled to the nearest comparable GAAP financial measure in the exact same manner, as Adjusted Diluted EPS included in the Company’s earnings releases. • The LDC Committee believes this metric is an important measure of Company performance and a fundamental metric for the investment community. * The Adjusted Diluted EPS goal is based on our three-year Adjusted Diluted EPS growth, and is subject to adjustment based upon the occurrence of certain corporate events in accordance with the 2017 Incentive and Stock Award Plan. The calculation may be subject to other adjustments for material or non-recurring events occurring during the relevant fiscal year as determined by the LDC Committee in its sole discretion. How long-term incentive awards are determined We provide our named executive officers with long-term incentive awards to promote retention, to incentivize sustainable growth and long-term value creation, and to further align the interests of our executives with those of our stockholders during the vesting periods. The LDC Committee considers a number of factors in determining the long-term incentive award grants to our named executive officers, including: • the Company’s non-binding grant guidelines • • The Company’s non-binding grant guidelines • A review of peer group and other market survey data • The retentive value of each executive’s unvested long-term incentive awards • Individual performance evaluations • The performance objectives for each named executive officer • An assessment of the executive’s position, role and responsibilities within the Company • The overall competitiveness of each executive’s total direct compensation opportunity • Internal equity considerations • The impact of the grants on long-term incentive plan usage and share dilution a review of peer group and other market survey data • the retentive value of each executive’s unvested long-term incentive awards • individual performance evaluations • the performance objectives for each named executive officer • an assessment of the executive’s position, role and responsibilities within the Company • the overall competitiveness of each executive’s total direct compensation opportunity • internal equity considerations • the impact of the grants on long-term incentive plan usage and share dilution. The LDC Committee’s determinations with respect to long-term incentive award grants to our named executive officers during 20212023 are discussed below, under the section entitled “—20212023 Compensation Determinations—2021 Long-Term2023 long-term Incentive Awards.” IQVIA HOLDINGS INC.    2022 Proxy Statement 63 Back to Contents 20212023 Compensation Determinations Below we discuss the LDC Committee’s key compensation decisions in setting 20212023 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.” IQVIA HOLDINGS INC.    2024 Proxy Statement 71 Back to Contents 20212023 Base Salary The following table sets forth the annual base salaries for each named executive officer. The LDC Committee reviews the base salary of each named executive officer annually and determines whether to make an adjustment. Named Executive Officer   2023 Base Salary Ari Bousbib   $     1,800,000 Ronald E. Bruehlman   $ 905,000 W. Richard Staub, III(1)    $ 800,000 Kevin C. Knightly   $ 578,000 Eric M. Sherbet   $ 642,000 Costa Panagos(2)   $ 620,000 (1) Mr. Staub was appointed to serve as President, Research & Development Solutions and started receiving this salary on September 25, 2023. (2) Mr. Panagos exited the Company on September 25, 2023. 2023 Short-Term Incentive Awards Target incentive 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 2021 Short-Term Incentive Awards Target incentive Each of our named executive officersMr. Panagos, was eligible for an annual short-term incentive award for their work in 20212023 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 20212023 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. Richard Staub, III(1)RichardStaub,III 85% 100% KevinC.Knightly 85% EricM.Sherbet 75% 85% Costa Panagos (2) (1) Mr. Staub was appointed to serve as President, Research & Development Solutions on September 25, 2023, and his target annual incentive was prorated accordingly. (2) Mr. Panagos exited the Company on September 25, 2023, and was not eligible to earn a short-term incentive under the Annual Plan with respect to 2023. Weightings For 2021,2023, the LDC Committee assigned weightings for the performance measures for each named executive officer in the percentages shown below. Performance Measure   Ari Bousbib   Ronald E. Bruehlman   W. Richard Staub, III   Kevin C. Knightly   Eric M. Sherbet Revenue/Profit   50%   50%   60%   50%   50% Cash Flow   10%   15%   0%   5%   5% Balance Sheet/Liquidity   10%   15%   10%   10%   10% Operational/Strategic   15%   10%   20%   15%   15% Leadership/Sustainability   15%   10%   10%   20%   20% Financial performance measures account for 70% of Mr. Bousbib’s calculated payout, 80% of Mr. Bruehlman’s calculated payout, 70% of Mr. Staub’s calculated payout, and 65% of Messrs. Knightly’s and Sherbet’s calculated payouts. IQVIA HOLDINGS INC.    2024 Proxy Statement 72 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 StatementBack to Contents 64 Back to Contents Performance measures The three corporate financial performance measures apply to each of our named executive officers, though they are weighted differently depending upon the executive’s role.  We disclose several of our keythe financial targets underlying the performance measures below, but we consider thebelow. The specific targets used to evaluate certain of the metrics to befor the Operational/Strategic and Leadership/Sustainability performance measures are confidential and commercially-sensitive information, and we believe their disclosure would result in competitive harm to the Company. Performance measures Metrics used to assess performance Revenue/Profit •Revenue •Adjusted EBITDA •Adjusted diluted EPS •Adjusted EBITDA •Adjusted Diluted EPS Cash Flow •Free Cash Flow •Net Days Sales Outstanding Balance Sheet/Liquidity •Net leverage ratio •Interest expense Leverage Ratio •Capital Intensity Operational/Strategic Varies by individual Leadership/ESGSustainability Varies by individual Revenue/Profit performance measure The Revenue/Profit performance measure is based on achievement of certain Revenue, Adjusted EBITDA, and Adjusted Diluted EPS results. Asresults, as further described above in the section entitled “—Overview of Our Executive Compensation Program” and “—Elements of Compensation—Short-Term Incentive Awards.” The Company was able to achieve these results despite significant headwinds in 2023 to our 2021 Proxy Statement,financial results from the effects of a series of macroeconomic and geopolitical headwinds and other dynamics outside of the Company’s control, including but not limited to, unprecedented rise in determiningglobal interest rates, global recession fears, impact of the achievement forInflation Reduction Act, slowdown in discretionary spending by our pharmaceutical and biotechnology clients, increase in the Revenue/Profit metrics for 2020, theUK corporate tax rate, ongoing regional wars and a weakened Chinese economy. The LDC Committee approved partialchose not to make any adjustments to the actual achievement amounts for the 2020 Revenue/Profit metrics equal to approximately one-third of the impact of COVID-19 onpre-established targets despite 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.significant headwinds. +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 madeapproved by the LDC Committee. Metric   Threshold (75% payout)   Target (100% payout)   Maximum (200% payout)   2023 Actual Achievement   Unweighted Payout   Weight   Weighted Payout Revenue(1)    $12,920   $15,200   $17,480   $14,984   97.6%   30.0%   29.3% Adjusted EBITDA(1) (2)   $3,077   $3,620   $4,163   $3,569   97.7%   50.0%   48.8% Adjusted Diluted EPS(2)   $8.72   $10.26   $11.80   $10.20   99.0%   20.0%   19.8%                     Final Payout   97.9% (1) $ in millions (2) See reconciliations of non-GAAP items in Appendix A of this Proxy Statement. IQVIA HOLDINGS INC.    2024 Proxy Statement 73 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 StatementBack to Contents 65 Back to Contents 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. Cash Flow performance measure For 2021,2023, 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 2021,2023, as described more fully below. Metric Definition 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 (Net DSO) 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. Metric Performance Summary Score Free Cash Flow • $1.5 billion Free Cash Flow achieved, which is 79% of our Adjusted NetIncome, slightly below the target range of 80% to 90% despite significant,non-operational headwinds from the rise in interest rates and increase in the UK tax rate 2 out of 5 • Capital expenditure spend was favorable to target by approximately 3.6% Net Days SalesOutstanding • The reported average quarterly Net DSO was 33.5 days in 2023, slightly abovethe target of 33 days, due solely to higher unbilled pass through accruals (e.g.,accruals associated with site investigator payments) in the calculation, which are non-cash items and outside of the Company’s control. Had these unbilled pass through accruals been aligned with the assumptions in the Net DSOtarget, the quarterly average Net DSO would have been 31.9 days, slightlyfavorable to the target. 3 out of 5 Based on these achievements, the LDC Committee assessed a normalized total score of 10 out of 20 points outof20pointsfor the performance measure, which would result in a 92% payout based on the formula’s straight-line interpolation and, in accordance withbecause the predetermined scorecard, assigned aLDC Committee chose not to exercise discretion for this metric, it is the final payout of 200%.assigned by the LDC Committee. Metric IQVIA HOLDINGS INC.    2024 Proxy Statement 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 74 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 66 Back to Contents Balance Sheet/Liquidity performance measure For 2021,2023, the Balance Sheet/Liquidity performance measure included two metrics, each weighted equally: net leverage ratioNet Leverage Ratio and interest expense.Capital Intensity. The LDC Committee chose these metrics based on the priorities of the management team at the beginning of 2021.2023. Metric Definition Definition Why Included Net Leverage Ratio The ratio of net indebtedness as of December 31, 2021,2023, to Adjusted EBITDA for the year endedDecember 31, 2021 2023 This measure shows how well we can cover ourdebts and is an important indicator of financial health and balance sheet strength Interest Expense Capital Intensity The cost incurred by the Company for borrowed funds Total capital expenditures as a percent of Revenue on a constant currency basis for the year endedDecember 31, 2021, less any interest income received over2023 This measure helps define capital affordability inaligning our revenues to the same period This is a key income statement line itemamount of money we are spending on internal investments that equals 2% - 3% of total revenue and impacts net earnings, cash flow and liquidity will generate mid- to long-term returns for stockholders The following table shows highlighted achievements for the metrics that make up the Balance Sheet/Liquidity performance measure. 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. Metric Performance Summary Score Net Leverage Ratio • Ended 2023 with a Net Leverage Ratio of 3.45x, achieving the target of less than 3.5x 3 out of 5 • Maintained Net Leverage Ratio from 2022 while making the followinginvestments: approximately $1.0 billion spent on mergers and acquisitions;approximately $1.0 billion on share repurchases; approximately $0.7 billion incapital expenditures; and approximately $1.25 billion of incremental leverage, including our first investment grade offering, to increase liquidity • Refinanced a significant portion of our debt portfolio, increasing thepercentage of fixed rate debt to over 80% • Expanded revolver capacity by $500 million to $2.0 billion to improve our capitaldeployment flexibility Capital Intensity • Achieved Capital Intensity of 4.50%, which was significantly better than our 2023target of 4.75%, primarily as a result of a detailed review of our softwareportfolio and continued discipline in our cash management practices to re-prioritize capital allocation in order to maximize returns and terminate underperforming and non-critical development programs 4 out of 5 Based on these achievements, the LDC Committee assessed a normalized total score of 2014 out of 20 pointsfor the performance measure, which would result in a 142% payout based on the formula’s straight-line interpolation and, in accordance withbecause the predetermined scorecard, assigned aLDC Committee chose not to exercise discretion for this metric, it is the final payout of 200%.assigned by the LDC Committee. MetricIQVIA HOLDINGS INC.    2024 Proxy Statement 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 75 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 67 Back to Contents Individual performance measures The LDC Committee set individualized metrics for each named executive officer for the Strategic/Operational and Leadership/ESGSustainability 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 20212023 accomplishments for each. Ari Bousbib Chairman and Chief Executive Officer Operational/Strategic Performance Measure Metrics Key Achievements Measure Metrics Key Achievements Achieve Vision 2022 operational and strategic objectives • All planned Vision 2022 initiatives for 2021 completed and Significantly exceededcostreductiontargetsbymorethan15% • Achieved 3-year run-rate cost reduction targets early, exceedingtarget • Exceededall Vision 2022 revenue and profitability targets to date • Significant reduction by 35% in selling, general and administrative expenses (SG&A) as percentage of revenue through expansion of internal automation programs, various process improvement initiatives, and reductions2023, deliveringmore than $470 million in office space savings, doubling the productivity savings generated in 2022 Advance • Deployed $996 million against strategic acquisitions and investments acrossall parts of the business • Returned approximately $1.0 billion in cash to stockholders through therepurchase of approximately 5 million shares at an average price of $197 per share • Successfully issued a combined $2.5 billion new Senior Notes and SeniorSecured Notes and $1.5 billion new 7-year US term loans to extend nearterm maturities and provide increased liquidity Accelerate R&DS go-to-market strategy growth • Clinical research contracted backlog grew to an all-time record of 10.2$29.7%billion • Achieved a book-to-bill ratio of 1.28x including reimbursed expenses, aswell as a 1.33x book-to-bill ratio excluding reimbursed expenses, whichexceeded target and was ahead of book-to-bill ratios for peers that publicly-disclosesuch data • Services net new business awards were $8.4 billion, in line with target • Added almost 400 new clinical research customers in 2023, a mid single-digit increase over previous year • Executed the IQVIA laboratories strategy, achieving target results andfurther expanded the capabilities of the lab business through the launchof a new antibody discovery offering • Significantly expanded IQVIA’s clinical Site Management Organization (SMO)footprint, adding more than 15X net new sites in 2023 and closing two highly strategic acquisitions • In furtherance of our strategy to a record $24.8 billion, partner with the public sector and leadingNGOs, we entered into collaboration agreements with The Coalition for Epidemic Preparedness Innovations (CEPI) to enhance pandemic preparedness as well as (RED) and The Global Fund to improve the ability of low and middle income countries at detecting emerging threats before they become pandemics significantlyIQVIA HOLDINGS INC.exceedingtarget     2024 Proxy Statement 76 • Increased personal engagement with senior executives at both established clients Back to Contents Ari Bousbib Chairman and emerging or potential new clients • More than Chief Executive Officer 250Operational/Strategic Performance new customers added globally—a significant increase over the prior year • Sustained leadership position Measure Metrics Key Achievements Advance innovation in DCT,Real World Solutionsand Advanced Analytics • Continued investment in our real world data capabilities, with more than 3001.2billion comprehensive, longitudinal, non-identified unique patient recordsExpanded our real world data capabilities through partnerships thatprovide greater access to academic medical centers, health systems andspecialty care settings, adding 350 million U.S. patient lives, expanded ourdirect-to-patient access by 35% to enable greater collection ofpatient-reported outcomes, long-term monitoring and other real world studies now deploying at least one IQVIA DCT solution and doubling our oncology health system network Execute technology transformation strategy • Expanded adoption Accelerated the growth of the OCE platform to include IQVIA’s Medical Affairs business,increasing revenues by more than 50%, significantly expanding ourcapabilities through capital investment and closing three highly strategic acquisitions, exceeding target • 350Significantly expanded customers adopting at least one application since launch IQVIA’s scientific contributions in the field of realworld evidence with over 300 scientific publications, representing a greaterthan 55% increase from 2022 and awarded Best AI Based Solution forHealthcare and The UNIVANT’s Healthcare Excellence award for achievingbetter health system performance • Enhanced the use of real world data for European and U.S. regulators andestablished a dedicated IQVIA Global Public Health unit • IDC MarketScape recognized IQVIA as a worldwide leader in Life ScienceR&DS Pharmacovigilance Solutions Execute on our commercial solutionsstrategy • Continued expansion of our commercial technology and analytics offerings,increasing the number of clients on our OCE technology platform, growingcommercial analytics revenues by greater than 50% and exceeding targetfor full-service outsourcing wins by greater than 30% • Launched new software applications that address key client needs,for our commercial customers such as Next Best Action, a salesforce / marketing effectiveness tool that secured wins with twotop-20global pharmaceutical companies, significantlyMIDAS Disease and an industry first “MedTech consumption data” offering,exceeding revenue targets for 2023 • Significant expansion in the IQVIA Digital business resulting in over 35%targets • IDC MarketScape recognized OCErevenue growth and the Human Data Science Cloud as an industry-leading BPO solution for pharmaceutical sales & marketing • Increased adoptionnamed “Digital Enablement Vendor of the OCT platform with year” by350+PM360 customers now adopting at least one module since launch Continue to innovate • Significant expansion in IQVIA’s patient commercial offerings, with Real World Solutions (RWS) and Advanced Analytics • Continued expansion of rich real world data assets which grew to cover more than1.210% growth billion non-identified patients globally, aboveexpectations • Sustained leadership position in AI withthrough the launch of 10 new AI product linesour AI-driven patient relationshipmanagement platform and exceededrevenuetargets development of an obesity management program in partnership with Apple • Expanded accessour OCT footprint with customer growth exceeding 15% in 2023compared to genomics information2022 • Everest Group recognized IQVIA as a ‘Leader’ in the USits Life Sciences Sales and Europe through several new partnerships with new clients • New RWS preferred provider relationships established with several global pharmaceuticals, exceedingMarketing Operations PEAK Matrix® Assessment 2023 and CustomertargetsExperience Platforms PEAK Matrix® Assessment 2023 Based on these achievements, the LDC Committee assessed a total score of 2014 outofapossible20points for this performance measure.measure, which results in a 142% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee. IQVIA HOLDINGS INC.    2024 Proxy Statement 77 Back to Contents Leadership/Sustainability Performance Measure Metrics Key Achievements Develop and retain talent • Reduced twelve-month trailing attrition from 16.8% to 11.4%     IQVIA HOLDINGS INC.    2022 Proxy Statement• 68 Back to Contents 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 technologyImproved employee engagement across the business • Increased positive engagement with employees based on the 2021 2023employee engagement survey, withsurveys, demonstrated by 85%87% of respondents feeling engaged with employeesresponding that they see a clear link between their work and IQVIA’s vision todrive healthcare forward, 5 points better than 2022 and 5 points above theFortune 500 Benchmark • Promoted several internal, high performing executives to key new roles,including our new Global Head of Technology and Operations, Jim Berkshire, and our new Global Head of Digital Products and Solutions, Bernd Haas and managed seamless transition of Richard Staub back into the role of President, Research and Development Solutions • 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 sixfive Human Capital Management Excellence Awardsfrom the Brandon Hall Group recognizingin recognition of our talent development programs in the areas of (i) best learning program, (ii) best leadership development, (iii) best use of video for learning, (iv) best hybrid learning program and (v) best advance in custom content • Mentored numerous high potential employees through several leadership anddevelopment initiatives, including our Future Leaders program, and increased CEO employee outreach through additional town halls, round tables and video messages Sustainability Environmental • SBTi verified our greenhouse gas emissions reduction targets, setting aroadmap with clearly defined actions as we aim to achieve a 55% reductionin our scope 1 and scope 2 emissions by 2030 and achieve net zeroemissions by 2050 • Significantly decreased Scope 3 emissions by 31% in absolute terms from2021 to 2022; to date, 33% of IQVIA’s in-scope suppliers by emissions have orhave committed to science-based targets • Supported engagement efforts with suppliers representing 60% of oursupply chain emissions, with the goal of developing strategies and supporting them to reduce GHG emissions • Reduced our global talent development programs footprint through 25 relocations to smaller offices and 21office locations closing completely, on target Deliver value to stockholders • 2021 total stockholder return Removed single use plastics from clinical trial lab kits across EMEA and APAC,resulting in the removal or avoidance of 57.5%—better than peers and double the returnsaround 3 metric tons 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 30plastics 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 • Significantly increased the number of capital allocation re-used electronic devices from 2022 to2023 and increased the number of recycled electronic devices by morethan 125% Social • Acquisitions completed Expanded participation in 2020our ERGs by 110% compared to 2022 • Expanded membership in the aggregateDisabilities and Careers Network by performed370%betterthantargetfor 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 20212023 IQVIA U.S. new hires in the US exceeded the levels for the overall USIQVIA U.S. workforce, continuing a trend from 2022 and 2021 Governance • ERG program expanded All ESG ratings steady or improving; MSCI ratings upgraded • Launched our New Supplier Network, a forum which fosters collaborationwith and between suppliers to include two new groupscreate a positive impact on healthcare and saw a significant increase in employee participation the environment • Enhanced Updated our supplier code of conduct to mandate disclosure of D&I workforce metrics with publicsuppliers’GHG emission targets, CDP and EcoVadis scorecards IQVIA HOLDINGS INC.    2024 Proxy Statement 78 Back to Contents Leadership/Sustainability Performance Measure Metrics Key Achievements Effective oversight of corporate governancematters • Managed important governance changes in response to investor feedbackreceived during our stockholder engagement efforts, including the adoptionof two clawback policies, one applicable to our Section 16 officers in theevent of a material financial restatement and a second, supplemental clawback policy that applies to a wider set of employees and covers a broader set of misconduct • Increased transparency through disclosure of specific targets for employeeengagement survey results for each of the named executive officers against relevant benchmark metrics impacting their short-term incentive compensation payouts • Continued declassification of the Board: 60% of our EEO-1 report directors are up forelection to one-year terms in 2024 and 100% of our directors will be up forelection to one-year terms in 2025 • Governance: Adopted stockholder’s right to request a special meeting of stockholders • Increased ESG transparency through adoptioninto the Company’s limited political activities bypublishing our Political Activity Policy on our website and reporting on anannual basis our U.S. political spend Stockholder engagement and value creation • For the seventh year in a row, IQVIA was named one of globally recognized GRIthe World’s MostAdmired Companies in FORTUNE’s annual survey. For the third year in arow, IQVIA was named the number one most admired company in ourcategory, Healthcare: Pharmacy and SASB reporting frameworks • New leader appointed to overseeOther Services. In addition, IQVIA earnedfirst place ranking in six of nine categories, including quality ofmanagement, people management, innovation, quality of products and services, global D&I programs competitiveness, and use of corporate assets • All worldwide employees required to meet new performance goals demonstrating Ended 2023 with 17 of 20 analysts issuing a commitment to Compliance for 2021 “Buy” rating and none with a“sell” rating • Increased stockholder engagement in 2023 from 2022, increasing thenumber of unique buy-side investment firms he met with by 124% andunique buy-side investors by 163% Based on these achievements, the LDC Committee assessed a total score of 2015 outofapossible20points for this performance measure.measure, which results in a 159% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee.  IQVIA HOLDINGS INC.    2022 Proxy Statement 69 Back to Contents Ronald E. Bruehlman Executive Vice President and Chief Financial Officer Operational/Strategic Performance Measure Metrics Key Achievements Measure Metrics Key Achievements Achieve Vision 2022 operational and strategic cost efficiencyobjectives • All planned Vision 2022 initiatives for 2021 completed and Significantly exceededcost reduction target by 35%costreductiontargets by, delivering more than15%$470 million • 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 reductionssavings, doubling the productivity savings generated in office space 2022 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 globalReduced 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 the fourthconsecutive year Maintain integrity of financial statements andinternal controls • No significant deficiencies or material weaknesses identified by externalauditors • Filed all SEC financial reports timely and accurately Effective oversight of capital management • Returned approximately $395million1.0 billion in cash to stockholders through purchasetherepurchase of 1.7approximately 5 million shares of IQVIA stock at an average price of $197 per share • Reduced year-end Net Leverage Ratio to 3.45x trailing twelve month AdjustedEBITDA, which is favorable to our 2023 target of less than 3.5x • Successfully issued a combined $238.22pershare • Implemented2.5 billion new governanceSenior Notes and management cadence SeniorSecured Notes and $1.5 billion new 7-year US term loans to more regularly reviewextend nearterm maturities and evaluate M&A opportunitiesprovide increased liquidity Deliver on acquisition strategy andintegration • Deployed $996 million against strategic acquisitions and investments acrossall parts of greater strategic importancethe business IQVIA HOLDINGS INC.    2024 Proxy Statement 79 Back to Contents Based on these achievements, the LDC Committee assessed a total score of 14 out of a possible 20 points for this performance measure, which results in a 142% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee. Leadership/Sustainability Performance Measure Metrics Key Achievements Develop and retain key talent • Reduced twelve-month trailing attrition from 14.8% to 11.3% • Expanded roles of several key leaders of global finance function to develop potential successors • Established successors for key global finance leadership positions Deliver value to stockholders • Ended 2023 with 17 of 20 analysts issuing a “Buy” rating and none with a “sell” rating • Increased stockholder engagement in 2023 from 2022, increasing thenumber of unique buy-side investment firms he met with by 16% and uniquebuy-side investors by 4% Enhance employee engagement and show responsiveness to employee survey feedback • Promoted IQVIA employee value proposition and embedded elements of theemployee value proposition as operational metrics for the finance teams • Improved employee engagement across the business based on the 2023employee engagement surveys, demonstrated by 87% of employeesresponding that they see a clear link between their work and IQVIA’s vision todrive healthcare forward, 5 points better than 2022 and 5 points above theFortune 500 Benchmark Enhance and further the globalSustainability programs • SBTi verified our greenhouse gas emissions reduction targets, setting aroadmap with clearly defined actions as we aim to achieve a 55% reductionin our scope 1 and scope 2 emissions by 2030 and achieve net zeroemissions by 2050 • Significantly decreased Scope 3 emissions by 31% in absolute terms from2021 to 2022; to date, 33% of IQVIA’s in-scope suppliers by emissions have orhave committed to science-based targets, significantly exceeding target • Reduced our global footprint through 25 relocations to smaller offices and 21office locations closing completely, on target • All ESG ratings steady or improving; MSCI ratings upgraded • Launched our New Supplier Network, a forum which fosters collaborationwith and between suppliers to create a positive impact on healthcare and the environment • Updated our supplier code of conduct to mandate disclosure of suppliers’GHG emission targets, CDP and EcoVadis scorecards Based on these achievements, the LDC Committee assessed a total score of 18 out of a possible 20 points for this performance measure, which results in a 184% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee. IQVIA HOLDINGS INC.    2024 Proxy Statement 80 Back to Contents W. Richard Staub, III President, Research & Development Solutions Operational/Strategic Performance Measure Metrics Key Achievements Achieve operational and cost efficiency objectives •Significantly exceeded R&DS cost reduction target by more than 30% in 2023 Achieve backlog and net new business targets •  Clinical research contracted backlog grew to an all-time record of $29.7 billion •  Added almost 400 new clinical research customers in 2023, a mid single-digit increase over previous year •  Achieved a book-to-bill ratio of 1.28x including reimbursed expenses, as well as a 1.33x book-to-bill ratio excluding reimbursed expenses, which exceeded target and was ahead of the book-to-bill ratios for peers that publicly-disclose such data •  Services net new business awards of $8.4 billion, in line with target •  In furtherance of our strategy to partner with the public sector and leading NGOs, we entered into collaboration agreements with CEPI to enhance pandemic preparedness as well as (RED) and The Global Fund to improve the ability of low and middle income countries at detecting emerging threats before they become pandemics Diversify depth of offerings and expand grown in new services •  Executed the IQVIA laboratories strategy, achieved target results and further expanded the capabilities of the lab business through the launch of a new antibody discovery offering •  Launched our new integrated, end-to-end safety platform at three pharma customers, including one top 10 pharma customer, achieving target •  Significantly expanded IQVIA’s clinical SMO footprint, adding more than 15X net new sites in 2023 and closing two highly strategic acquisitions, exceeding target Deliver on lab strategic objectives •Exceeded revenue target for IQVIA laboratory business •Exceeded business case for key lab strategic acquisitions •  Successful pivot for genomics business line in light of shifting customer demand and competitive intensity, meeting targets for all key financial metrics including revenue and Adjusted EBITDA Based on these achievements, the LDC Committee assessed a total score of 15 out of a possible 20 points for this performance measure, which results in a 159% payout based on the formula’s straight-line interpolation. Given Mr. Staub’s significant over-achievement against his ambitious productivity target and R&DS’ record and industry leading year-end backlog, the LDC Committee chose to assign a final payout of 167%. Leadership/Sustainability Performance Measure Metrics Key Achievements Develop and retain key talent •  Managed a significant reduction in attrition, reducing twelve-month trailing attrition from 15.9% to 8.7%, a 7 point decline, significantly exceeding target •  Launched multiple leadership programs targeted at various levels of the R&DS organization, including the Leader of the Future Program and the R&DS Global Leadership Program •  Mentored key IQVIA leadership talent Enhance employee engagement and show responsiveness to employee survey feedback •  R&DS leadership team developed and executed detailed employee engagement action plans based on feedback provided by employees to enhance employee experience •  Improved employee engagement across the business based on the 2023 employee engagement surveys, demonstrated by 87% of employees responding that they see a clear link between their work and IQVIA’s vision to drive healthcare forward, 5 points better than 2022 and 5 points above the Fortune 500 Benchmark •  Embedded employee survey metrics into management cadence IQVIA HOLDINGS INC.    2024 Proxy Statement 81 Back to Contents Leadership/Sustainability Performance Measure Metrics Key Achievements Execute on workforce optimization strategy •  Reduced third-party contractor headcount by 36%, substantially reducing spend in this higher expense category through a mixture of on-shoring and off-shoring hiring, exceeding target •  Designed, developed and implemented new headcount forecasting model that more accurately forecasts headcount demand •  Established a new offshore delivery location for more cost-effective customer deliverables Demonstrate effective leadership of R&DS •  Executed smooth transition in taking back over as President, Research & Development Solutions within a condensed timeframe and delivered on all key strategic and operational targets •  Oversaw refreshment of development and succession plans for key talent Based on these achievements, the LDC Committee assessed a total score of 19outofapossible20points for this performance measure.measure, which results in a 192% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee. Leadership/ESGKevin C. Knightly President, Corporate Strategy and Enterprise Networks Operational/Strategic Performance Measure Metrics Key Achievements Achieve operational and strategic objectives Key Achievements•  Significantly exceeded productivity target for operating unit by more than 60% •  Successfully executed on IQVIA’s M&A strategy, achieving target for forecasted inorganic growth contribution to 2024 revenue target •  Drove efficiency and scale through identification of more than $200 million in potential efficiency gains through use of AI technology across the enterprise DevelopStrengthen core information offerings and retainensure data relevance •  Launched an industry first medical device product consumption data offering with several key talentclients in this segment, significantly exceeding revenue target • Reorganized finance leadershipExpanded our real world data capabilities through partnerships that provide greater access to academic medical centers, health systems and provided expanded responsibilitiesspecialty care settings, adding 350 million U.S. patient lives •Expanded our direct-to-patient access by 35% to enable greater collection of patient-reported outcomes, long-term monitoring and new roles to variousother real world studies and doubling our oncology health system network •  Secured renewals with key global finance executivesEuropean and U.S. data suppliers with no significant attrition ormeaningful loss of key finance leadershipdata access and exceeded service-level agreements for data delivery and data accuracy Increase marketing driven demand for IQVIA  solutions Deliver value•  Increased number of digital conferences by more than 4% from 2022 and increased number of registrants by more than 25% from 2022 •  Drove more than 20,000 marketing qualified leads (MQLs) for the commercial portfolio, a greater than 4% increase from 2022. •  Generated an increase of 9% in sales qualified leads (SQLs), improving the conversion rate of MQL to stockholders • 2021 total shareholder returnsSQL and significantly improved the conversion rate of 57.5%—substantially better than peersSQL to “win” •  Exceeded targets for increases in IQVIA social followers and double the returns of the S&P 500 • Expansion of trading multiples for forward-looking PEengagement rates by 3x and EV / EBITDA ratios2x, respectively • Ended 2021 with 18of21 analysts issuing a “Buy” rating and none with a “Sell” rating. Enhance employee engagementAssess the impact of large language model technologies and show responsivenessposition IQVIA to employee survey feedback win in this space • 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  Led comprehensive analysis of how emergence of 5Large Language Models (LLM) and GPT pointscould potentially impact IQVIA’s addressable opportunity, offering portfolio, revenues and cost structure •  Established privacy governance model to protect IQVIA IP from the prior yearmiss-use of such technologies •  Successfully launched IQVIA’s Healthcare grade AI offering, a new class of AI with the speed, accuracy and precision healthcare customers need Enhance and further the global ESG programs IQVIA HOLDINGS INC.    2024 Proxy Statement • 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 82 Back to Contents Based on these achievements, the LDC Committee assessed a total score of 2014 outofapossible20points for this performance measure.measure, which results in a 142% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee. Leadership/Sustainability Performance Measure Metrics   Key Achievements IQVIA HOLDINGS INC.  Develop and retain key talent •  Significantly reduced twelve-month trailing attrition from 18.6% in 2022 Proxy Statement 70 Back to Contents W. Richard Staub, IIIto 8.1% in 2023, a 10 point decline, exceeding target President, Research & Development Solutions•  Designed and delivered a more structured program of leadership, coaching and process training for key delivery and production hubs, with overall participation rates above 50% •  Significantly exceeded targets for internal hires •Released targeted learning resources for self-paced learning with a 72% participation rate Operational/Strategic Performance Measure Metrics Enhance employee engagement and show responsiveness to employee survey feedback Key AchievementsImproved employee engagement across the business based on the 2023 employee engagement surveys, demonstrated by 87% of employees responding that they see a clear link between their work and IQVIA’s vision to drive healthcare forward, 5 points better than 2022 and 5 points above the Fortune 500 Benchmark •  Delivered an extensive Breast Cancer Awareness and Mental Health Awareness educational programs and refreshed the Health and Well-being program for all employees in the Corporate Strategy and Enterprise Networks (CSEN) function Execute on diversity and inclusion initiatives •  Supported the design, development and delivery of IQVIA’s refreshed Diversity & Inclusion training program; delivered a Diversity & Inclusion training program for all CSEN leaders •  All business unit employee communications include additional resources available to employees and highlighted our continued commitment and focus on Diversity, Inclusion and Belonging at IQVIA Based on these achievements, the LDC Committee assessed a total score of 15 out of a possible 20 points for this performance measure, which results in a 159% payout based on the formula’s straight-line interpolation and, because the LDC Committee chose not to exercise discretion for this metric, it is the final payout assigned by the LDC Committee. Eric M. Sherbet Executive Vice President, General Counsel and Secretary Operational/Strategic Performance Measure Metrics Key Achievements Achieve Vision 2022year operational and strategic objectives •  Delivered on all productivity targets for the legal function •  Outperformed external benchmarks for core legal costs as a percent of revenue •  Implemented third party procurement platform and exceeded target for reduction in third party legal fees in the first year of use Continue to enhance stockholder engagement •  Continued improvement in say-on-pay “FOR” votes, achieving 80% support at the last say-on-pay vote in 2023, achieving target All Vision 2022•  Directors received overwhelming votes in favor of their election •  Successful special meeting proposal outcome with stockholder support at 96% for the Company proposal Effective management of investigations and litigation matters •  IQVIA received favorable settlements in IP and confidentiality litigations, exceeding expectations •  Successful insurer negotiations limiting our financial exposure to settlement payouts •  Effectively managed other ongoing litigations Effective management of key initiatives within Global Legal function •  Successful rollout of multiple productivity initiatives completed within planned timelinesto drive efficiency globally across the legal function •  Provided effective legal support for all M&A activity •  Drove multiple initiatives to ensure IQVIA remains a privacy first organization and exceededcostreductiontargetslaunched a new governance model for privacy, delivering enhanced oversight for information security, training and controls Achieve contracted net new business targets IQVIA HOLDINGS INC.    2024 Proxy Statement • 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 83 Back to Contents Based on these achievements, the LDC Committee assessed a total score of 17outofapossible20points for this performance measure.measure, which results in a 176% payout based on the formula’s straight-line interpolation. Given Mr. Sherbet’s significant stockholder engagement efforts in 2023, the LDC Committee chose to assign a final payout of 180%. Leadership/ESGSustainability Performance Measure Metrics Key Achievements Develop and retain key talent • Promoted internal talent  Expanded role of several key leaders in the legal function to severaldevelop potential successors •  Rolled out tailored development programs for high potential candidates throughout the global legal function •  Elevated role of Chief Privacy Officer to report directly into General Counsel to provide greater visibility for 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  Improved employee engagement across the business based on the 2023 employee engagement surveys, demonstrated by 87% of employees responding that they see a clear link between their work and IQVIA’s vision to drive healthcare forward, 5 points better than 2022 and 5 points above the Fortune 500 Benchmark Enhance Sustainability program Environmental •  SBTi verified our GHG emissions reduction targets, including our net zero target by 2050 •  Significantly decreased Scope 3 emissions by 31% in absolute terms from 2021 to 2022; to date, 33% of IQVIA’s in-scope suppliers by emissions have or have committed to science-based targets, significantly exceeding target •  Supported engagement across focus areas identifiedefforts with suppliers representing 60% of our supply chain emissions, with the goal of developing strategies and supporting them to reduce GHG emissions •  Supported reduction of our global footprint through 25 relocations to smaller offices and 21 office locations closing, on target Social •  Expanded participation in our ERGs by 2020 employee110% compared to 2022 •  Expanded membership in the Disabilities and Careers Network by 370% •  Racial, ethnic and gender diversity for 2023 IQVIA U.S. new hires exceeded the overall IQVIA U.S. workforce, continuing a trend from 2022 and 2021 Governance •All ESG ratings steady or improving; MSCI ratings upgraded •  Launched our New Supplier Network, a forum which fosters collaboration with and between suppliers to create a positive impact on healthcare and the environment •  Updated our supplier code of conduct to mandate disclosure of suppliers’ GHG emission targets, CDP and EcoVadis scorecards Effective oversight of corporate governance matters •  Managed important governance changes in response to investor feedback received during our stockholder engagement surveyefforts, including the adoption of two clawback policies, one applicable to our Section 16 officers in the event of a material financial restatement and a second, supplemental clawback policy that applies to a wider set of employees and covers a broader set of misconduct • Overall favorability scores on 2021Increased transparency through disclosure of specific targets for employee engagement survey wasresults for each of the named executive officers against relevant benchmark metrics impacting their short-term incentive compensation payouts •  Continued declassification of the Board: 8460% of our directors are up for election to one-year terms in 2024 and %100% ,of our directors will be up for election to one-year terms in 2025 •  Adopted stockholders right to request a special meeting of stockholders •  Increased transparency into the Company’s limited political activities by publishing our Political Activity Policy on our website and reporting on an increase of 3points from the prior yearannual basis our U.S. political spend Execute on diversity and inclusion initiatives IQVIA HOLDINGS INC.    2024 Proxy Statement • 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 84 Back to Contents Based on these achievements, the LDC Committee assessed a total score of 18outofapossible20points for this performance measure. IQVIA HOLDINGS INC.    2022 Proxy Statement 71 Back to Contents 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 Basedmeasure, which results in a 184% payout based on these achievements,the formula’s straight-line interpolation. Given Mr. Sherbet’s significant leadership in supporting IQVIA’s expansion of its sustainability efforts and the significant progress made against our sustainability goals, the LDC Committee assessedchose to assign a total scorefinal payout of 17192%outofapossible20points 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 Back to Contents 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 Back to Contents 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   Operational/Strategic Performance Measure   Leadership/Sustainability Performance Measure Ari Bousbib   142%   159% Ronald E. Bruehlman   142%   184% W. Richard Staub, III   167%   192% Kevin C. Knightly   142%   159% Eric M. Sherbet   180%   192% Costa Panagos   (1)   (1) (1) Mr. Panagos exited the Company on September 25, 2023, and was not eligible to earn a short-term incentive under the Annual Plan with respect to 2023. IQVIA HOLDINGS INC.    2024 Proxy Statement 85 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% Back to Contents Individual performance adjustment 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%11.5% of the final award. This adjustment was made in consideration of the following contributions and accomplishments of Mr. Bousbib: •   Managed the business through extraordinary geopolitical, economic and environmental challenges. Ensured patients in Ukraine, Russia, Israel, Lebanon and Turkey maintained access to life saving medicines and clinical trials throughout the conflicts and natural disaster. Supported IQVIA employees directly impacted through financial, logistical and technology support. Navigated evolving regulatory and legal environments ensuring IQVIA’s businesses could remain operational in these challenging environments •  Significantly advanced IQVIA’s country, site and patient diversification strategy. Opened two new prime sites in Europe and launched the Connected Research Community across all partner sites in the region. Increased the Super-Partner network in Africa with 4 new partner sites in Kenya, increased site activations in India by 170% and South Korea by 23%. Rolled out IQVIAs updated Geographic Risk Assessment & Mitigation platform internally and deployed on studies with large pharma customers to manage operations through conflict and natural disaster. Increased the number of deployments of our AI driven Patient Finder tool in major clinical research sites in Europe, allowing faster and more efficient identification of patients for clinical research •  Directed IQVIA’s efforts around understanding the impact of Generative AI and LLM on IQVIAs business model. This included establishing cross functional and cross enterprise working groups to examine the following: competitive threats, market opportunities, IQVIA weaknesses including security and privacy, customer business model disruption, technology development implications, productivity benefits, data supply risks and more. Led high level discussions with executive leadership from Microsoft including Dr. Peter Lee head of Microsoft Research. This resulted in over $400 million of identified productivity and offering development opportunities, robust security protocols to protect IQVIA’s core business, and the development of extensive training programs to enable IQVIA to fully leverage these new technologies. Almost 15,000 employees underwent training though one of these programs in approximately six months. The development of a toolset available to IQVIANs to build Gen AI enabled products including IQVIA’s own generative AI platform, Gen AI code development tool and Gen AI Decisions Assistant •Drove IQVIA’s Quality agenda; harmonized IT systems across acquisitions to improve control and quality of data flow across the 20by25 strategic growth plan to accelerate our growth rate to double digits and achieve at least $20 billion of revenueenterprise, completing 54 acquisition ERP system integrations, exceeding target by 2025 even before finishingover 20%. Reduced vendor audit backlog by over 90%, fully staffed the Visionexpanded Quality Assurance function, removed all 2022 strategic growth plan • Led process to recruit a Chief Product Officer with extensive technology experience • Recommended appointment ofcustomer audit backlog, deployed two new board members, which significantlyQuality Management System modules to materially enhance the functionality and performance of IQVIA’s Quality Management system •  Significant investments in talent development. Developed and rolled out new, role-based skills and management training programs across the enterprise. Year-on-year increase of 6% in the number of employees that underwent one of IQVIAs structured leadership and management programs. There were more than one million visits to our Talent and Learning hub, more than 230,000 visits to our newly launched IQVIA Learning Academy in six months and a 32% increase in users of our Career Connections skills matching platform. We increased the racially, ethnically,number of roles filled internally to 30%, exceeding target and gender diversity a 2 point increase versus 2022. New joiner survey results indicated that more than 50% of the Board, after prioritizing neednew employees join IQVIA for more diversity on Boardlearning and overseeing processdevelopment opportunities. This all resulted in overall attrition dropping to evaluate numerous qualified candidatespre-pandemic levels and High potential attrition dropping to 4.2%, significantly beating target IQVIA HOLDINGS INC.    2024 Proxy Statement 86 Back to Contents • 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 Named Executive Officer Individual Performance Adjustment Ronald E. Bruehlman The LDC Committee made a positive adjustment to Mr. Bruehlman’s Annual Plan payout, representing 9.5%9.0% of the final award. This adjustment was made in consideration of the following contributions and accomplishments of Mr. Bruehlman: • Led  For various corporate and entity simplification reasons, the Finance organizationCompany undertook an internal legal entity restructuring and as a consequence allowed the Company to implement numerous operationalmore efficiently use its tax attributes, resulting in over-performing against the projections for 2023 and process changes to achievesetting the Company up for further efficiencies in 2024 •  Oversaw 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 executiondetailed review of the purchaseCompany’s capital assets and balance sheet, resulting in a $13 million benefit to 2023 operating expenses, a nearly $20 million benefit to 2023 depreciation and amortization expense, and a substantial benefit to depreciation and amortization expense in 2024 and beyond •  Supported the successful completion of the remaining non-controlling interestover 60 automation projects and nearly 50 LEAN events with finance function, resulting in our lab joint venture from Quest Diagnostics • Substantially increased investor engagement versus prior years by hosting more than 74 investment firmssignificant cost savings 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 Back to Contents Named Executive Officer Individual Performance Adjustmentefficiency gains W. Richard Staub, III The LDC Committee made a positive adjustment to Mr. Staub’s Annual Plan payout, representing 12%16.7% of the final award. This adjustment was made in consideration of the following contributions and accomplishments of Mr. Staub: • Managed delivery of services and critical medicines to clinical trial patients in Ukraine, Russia, Israel, Lebanon and Turkey through conflicts and natural disaster. Supported IQVIA R&DS employees directly impacted through financial, logistical and technology support Oversaw•  Strong execution of country and site diversification strategy by, among other things, opening new prime sites in Europe and increasing partner sites across geographies •Enhanced IQVIA’s quality management systems, reducing vendor audit backlog and eliminating customer audit backlog, fully staffing the achievementexpanded Quality Assurance function, and enhancing the functionality and performance of a record $10 billion in net new bookings and growth of the clinical backlogIQVIA Quality Management system •  Continued to an industry-leading $24.8 billion • Ledexecute on R&DS organizationearly phase oncology “see more” strategy winning $1.3 billion in new business, exceeding target of $1.2 billion •  Launched novel outsourced staff solution for a top 10 large pharma client, on track 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 trialsexceed revenue target for this strategic project • 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 to Mr. Knightly’s Annual Plan payout, representing 4%4.0% 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 newengagement with several key strategic partnership opportunities to create new data sources whichthat we expect will provide benefitlong-term value to IQVIAthe Company •  Drove increase in the number of data suppliers that are part of our Data Marketplace partnerships by over 20% •  Exceeded data production efficiency targets by 2X •  Conducted enterprise wide analysis of our analytics related processing models and total associated costs, developing an IT roadmap that will provide cost effective and efficient processing infrastructure supporting the development of complex analytics products, including but not limited to, Large Language Model AI •Designed a longer-term periodframework to improve governance around analytics model development as well as optimize and evolve infrastructure Eric M. Sherbet The LDC Committee made a positive adjustment to Mr. Sherbet’s Annual Plan payout, representing 7%5.0% of the final award. This adjustment was made in consideration of the following contributions and accomplishments of Mr. Sherbet: • Co-led global ESG  Continued to manage the complex and sustainability programs with support fromrapidly evolving legal situation related to the Board oversight chair, Colleen Goggins,Russia and Lead Director John Leonard, M.D., which made substantial improvementsUkraine conflict. This remained foundational in enabling IQVIA to our global ESG program • Significant efforts in identifying new director candidates, resulting in the appointment of two new directorscontinue to provide critical medicines for clinical trial patients as well as overall increased gender and racial/ethnic diversitysupport for IQVIA’s employees •  Successfully recruited a new head of Legal for the Board • Surpassed by 2xEMEA region, the cost reduction targets for Vision 2022 productivity initiativessecond largest regional business unit • 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 behaviorManaged budget exceptionally given increasingly complex environments in which the Company operates IQVIA HOLDINGS INC.    2024 Proxy Statement 87 Back to Contents Named Executive Officer short-term incentive award determinations The table below summarizes the final Annual Plan payouts to our named executive officers for 2021.2023. 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 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 $1,800,000   200%   118%   $4,230,000   $549,661   $4,779,661 Ronald E. Bruehlman $872,900      100 %   181 %   $1,577,279   $165,571   $1,742,849 $905,000   100%   117%   $1,055,775   $104,417   $1,160,193 W. Richard Staub, III(1) $614,075     85 %   173 %   $ 903,141   $123,156   $1,026,297 $391,667   100%   126%   $379,890   $75,996   $455,887 Kevin C. Knightly $558,250     85 %   172 %   $ 815,343   $33,973   $849,315 $578,000   85%   121%   $593,786   $24,741   $618,528 Eric M. Sherbet(2) $532,875     75 %   181 %   $ 722,155   $54,356   $776,511 $612,700   85%   133%   $655,241   $34,486   $689,727 (1) Base salary and Target Incentive prorated for September 25, 2023, appointment to President, Research & Development Solutions. IQVIA HOLDINGS INC.    2022 Proxy Statement(2) 75Base salary and Target Incentive prorated as of July 2023. Back to Contents 20212023 Long-Term Incentive Awards The LDC Committee met on February 9, 2021,13, 2023, to determine 20212023 long-term incentive awards. When making the awards, the LDC Committee first determined the total grant date value of the award for each named executive officer and then delivered that value in threetwo components: three-year performance shares (50%(75%), SARs (25%), and restricted stock unitsSARs (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 Named Executive Officer Performance Shares   SARs Ari Bousbib $16,405,071   $4,752,781 Ronald E. Bruehlman $4,686,997   $1,562,716 W. Richard Staub, III(1) $781,050   $260,432 Kevin C. Knightly $1,562,332   $520,859 Eric M. Sherbet $1,952,974   $651,104 Costa Panagos(2) $3,384,860   $781,361 (1) Mr. Staub was appointed to serve as President, Research & Development Solutions effective September 25, 2023. (2) Mr. Panagos forfeited these awards when he exited the Company on September 25, 2023. In addition to his annual grant awarded on February 13, 2023, Mr. Panagos received a retention grant of performance shares to further incentivize his continued engagement and recognize his long-term commitment to our business, which grant was forfeited in connection with his exit from the Company on September 25, 2023. The 2021-20232023-2025 performance share awards provide for the grant of common stock at the end of the three-year performance period based on the achievement of relativeRelative 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 partial 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. Performance Metric Weight Threshold Target Maximum 3-Year Adjusted Diluted EPS Growth 75% 6.2% 10.0% 13.6% 3-Year TSR vs. S&P 500 (percentile) 25% 25 55 75 Percentage of Target Payout   50% 100% 200% Consistent with our compensation philosophy, the LDC Committee sets challenging yet achievable three-year 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. Forthe2017-2019 2020 to 2022 three-yearperiod,approximately64% half ofourpeergroupandapproximately37%oftheS&P500reportedAdjustedDilutedEPSGrowthoflessthan failed to exceed the 10%,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%. We exceeded the maximum threshold growth rate for the three-year Adjusted Diluted EPS several times in the last few years, including during the performance periods ending 2021, 2022 and 2023. When this occurs, management has been capped at IQVIA HOLDINGS INC.    2024 Proxy Statement 88 Back to Contents 200% of the target award based on the plan design and does not receive any additional shares for the excess achievement. Notwithstanding the fact that management has not been compensated in additional shares for this excess achievement over the maximum, the next three-year measurement period for Adjusted Diluted EPS starts at the higher, actual achievement, which makes management’s ability to achieve target or better in the next performance period even more challenging. While the LDCC has the discretion to adjust the base year Adjusted Diluted EPS to align with the maximum level of achievement rather than actual, it has chosen not to utilize such discretion, which makes it more challenging for management to achieve the subsequent target. 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$10.20 for 2021, the challenge to2023, 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.even more challenging. 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 Back to Contents Chief Executive Officer long-term incentive award determination The LDC Committee considered all of the factors described above when determining our Chief Executive Officer’s annual long-term incentive award granted in 2021.February 2023. For further details, see “—Compensation of Our Chief Executive Officer.Officer” and “—Overview of Our Executive Compensation Program—Benchmarking.” In particular, the Board and the LDC Committee believe that while compensationour Chief Executive Officer’s performance in 2022 was critical to the Company’s strong results in the face of a significant increase in market volatility resulting from several macro-environmental factors outside of the Company’s control, including the strengthening of the U.S. dollar, the sustained increase in interest rates by regulators in various jurisdictions, the conflict in Ukraine, and reintroduction of widespread COVID-19 lockdowns in China, among other unexpected events. Despite these headwinds, our Chief Executive Officer was also able to achieve significant operational, strategic, leadership and other named executive officers is strongly aligned with performance (2021 compensationsustainability achievements.  The Board and LDC Committee also believe that our CEO’s leadership of the Company has been instrumental in positioning the Company as a global leader in our industry. As a result of our Chief Executive OfficerCEO’s leadership, our Company has received numerous external awards and accolades. Most recently, for the seventh year in a row, IQVIA was named one of the World’s Most Admired Companies in 74.4%FORTUNE’s annual survey. For the third year in a row, IQVIA was named the number one most admired company in our category, Healthcare: Pharmacy and Other Services. In addition, IQVIA earned first place ranking in six of nine categoriesperformance-linked), retentionincluding quality of our Chief Executive Officermanagement, people management, innovation, quality of products and services, global competitiveness, and use of corporate assets. Accordingly, the Board and the LDC Committee believe his continued leadership is imperative for the Company to achieve its longer-term objectives and recognizes the Company’s success.importance of ensuring he is appropriately incentivized through a mix of equity awards that are expected to increase in value based on achievement of key long-term performance objectives. That belief informs the decisions of the Board and our LDC Committee regarding the Chief Executive Officer’s annual long-term incentive awards.awards, including with respect to the awards granted in February 2023. The LDC Committee considers, among other factors, New for 2023. In response to investor feedback and to further align the valueinterests of our named executive officers with stockholders and vesting schedule of unvested awards and the proportion of unvested awards relativecontinue 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,incentivize high performance as described above, the LDC Committee consideredchanged the fact thatmix of equity awards granted to our named executive officers to increase the percentage of 88%performance share awards as a percentage of the value associated withtotal long-term incentive awards granted from 50% in 2022 to 75% in 2023. Further, in response to investor feedback, and after a review of market practice, the outstanding equity awards 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 reductionadopted a policy, beginning with 2023 performance awards, to cap the payout at target for the portion of performance share awards based on Relative TSR if our absolute TSR for the three-year performance period is negative. Finally, in unvestedresponse to investor feedback, the LDC Committee approved an increase in the Relative TSR target performance from the median to the 55th percentile for the three-year TSR vs. Relative TSR performance metric of our performance share awards could substantially decrease the retention valueto receive a target payout of 100% for that portion 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. Performance share determinations for 20212023 Performance share awards granted to our named executive officers on February 13, 2019,9, 2021, 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”.Awards.” The three-year performance period for the 2019-20212021-2023 performance shares ended on December 31, 2021.2023. The number of performance shares that could be earned ranged from 0% of the target award, if the threshold levels of performance were not achieved, to 200% of the target award, if the maximum levels were achieved or exceeded. For results between these marks, the number of shares would be determined by linear interpolation. IQVIA HOLDINGS INC.    2024 Proxy Statement 89 Back to Contents As described in our 2021 Proxy Statement, the LDC Committee approved an adjustment to add back the impact of the COVID-19 pandemic equal to $0.32 per share to the 2020 Adjusted Diluted EPS base year for the purpose of setting the baseline for the 2021-2023 performance shares. In doing so, the LDC Committee set a target that would be more difficult to achieve under the 2021-2023 performance share awards than if the unadjusted 2020 Adjusted Diluted EPS base year was used. The LDC Committee took this action in order to ensure that management 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.benefit from this adjustment again in future years. The performance goals and results used to determine the final payout factor for the 2019-20212021-2023 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% Performance Metric Weight   Threshold   Target   Maximum   Actual   Performance   Payout Factor 3-Year Adjusted Diluted EPS Growth 75%   6.2%   10.0%   13.6%   14.8%   200%   150% 3-Year TSR vs. S&P 500 (percentile) 25%   25%   50%   75%   55%   122%   30%                       Final Payout:   180% 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—20212023 Option Exercises and Stock Vested.” IQVIA HOLDINGS INC.    2022 Proxy Statement 77 Back to Contents Retirement, Perquisites and Termination Benefits Retirement plans We believe 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 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—20212023 Pension Benefits,” “—IMS Health Defined Benefit Retirement Plans” and “—20212023 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. Plan Description IMS Health Retirement Plan U.S.-based legacy IMS Health employees, including Messrs. Bousbib, Bruehlman and Knightly, are eligible to participate in this tax-qualified defined benefit pension plan with a cash balance formula. Effective December 31, 2016, this plan was closed to new participants. IMS Health Retirement Excess Plan Certain U.S.-based legacy IMS Health employees, including Messrs. Bousbib, Bruehlman and Knightly, are eligible to participate in this unfunded, non-qualified retirement plan utilizing the same benefit formula, compensation recognition, retirement eligibility and vesting provisions as the tax-qualified IMS Health Retirement Plan. This excess plan provides pension benefits not provided by the IMS Health Retirement Plan due to Internal Revenue Code limits. Effective December 31, 2016, this plan was closed to new participants. IMS Health Defined ContributionExecutive 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. For 2021,2023, our discretionary contribution generally matched the first 3% of employee contributions at 100%, and the next 3% of employee contributions at 50% (subject to Internal Revenue Code limitations). However, for employees eligible to participate in the IMS Health Retirement Plan, our discretionary matching contribution matched 50% of employee contributions up to 6% of compensation (subject to Internal Revenue Code limitations). IQVIA HOLDINGS INC.    2024 Proxy Statement 90 Back to Contents Plan Description 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. The savings equalization plan provides the Company matching contributions that cannot be made under the 401(k) Plan due to Internal Revenue Code limits. IQVIA Elective Deferred CompensationPlan Certain U.S.-based employees, including our named executive officers, are eligible to participate in this elective non-qualified deferred compensation plan. The plan allows eligible employees to defer up to 80% of their base salaries and up to 100% of short-term incentive awards earned under the Annual Plan. Contributions consist solely of participants’ elective deferral contributions; there are no matching or other employer contributions. Termination benefits We provide severance, change of control and retirement protections to our Chief Executive Officer pursuant to his employment agreement. Mr. Staub has severance protection in his employment arrangement.  Messrs. Bruehlman, Knightly and Sherbet have severance protection through our Employee Protection Plan. These employment agreements and plans are summarized under “Compensation of Named Executive Officers—Potential Payments Upon Termination or Change in Control.” Our severance and change in control protections are designed to be fair and competitive and to aid in attracting and retaining experienced executives. We believe the protection we provide, including the level of IQVIA HOLDINGS INC.    2022 Proxy Statement 78 Back to Contents severance payments and post-termination benefits and our limited change in control benefits, is appropriate and within the range of competitive practice. Mr. Panagos, who exited the Company on September 25, 2023, did not receive any severance benefits under the Employee Protection Plan. Our employment agreements, plans and other compensation arrangements do not provide for any excise tax gross-up payment to our named executive officers. Any taxes, including golden parachute excise taxes, resulting from severance or any other change in control-related compensation are the responsibility of the executive. 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 it deems appropriate and reasonable. 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 20212023 was reasonable and represents a relatively small percentage of the executive’s overall compensation package. The perquisites provided to our named executive officers in 20212023 are summarized and reported in the 20212023 Summary Compensation Table below in the section entitled “Compensation of Named Executive Officers.” IQVIA HOLDINGS INC.    2024 Proxy Statement 91 Back to Contents Rigorous Accountability, Risk-Mitigation and Recovery Provisions Share Ownership Guidelines 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 multiples of their annual base salaries noted below. The below table reflects each named executive officer’s share ownership relative to their ownership requirement as of February 15, 2022.January 31, 2024, except for Mr. Panagos, who exited the Company on September 25, 2023.   Our share ownership guidelines are designed to increase each named executive officer’s ownership stake in IQVIA and align their interests with the interests of our stockholders. For purposes of the 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 (if applicable), 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 Back to Contents performance shares or other performance-based awards or underlying any stock option award or SAR award, whether or not vested. While there is no set period in which these ownership levels must be met, named executive officers covered by the guidelines are required to retain at least 50% of the shares, net of applicable tax withholding and payment of exercise price (if applicable), they receive upon the vesting of long-term incentive awards or the exercise of stock options or SARs, until the share ownership guidelines are met. Clawback PolicyPolicies We maintain The Board has adopted a formal recoupment,new clawback policy to comply with the requirements of Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and NYSE (the restatement recovery policy). The restatement recovery policy provides for the mandatory recovery of incentive-based compensation received by current and former executive officers in the event of a material financial restatement. In addition to the restatement recovery policy, the Board also adopted a new supplemental clawback policy to give the Board or, “clawback,” policyif delegated by the Board, the LDC Committee or the CEO, the discretion to provide for the recovery of incentive-based compensation paidfrom a wider set of employees and for a broader set of conduct than are required by the Dodd-Frank Act. The supplemental clawback policy retains Board, LDC Committee or CEO, as applicable, discretion to recover incentive-based compensation from current and former executive officers, among others, onemployees in the basisevent of detrimental conduct including (i) the commission of an act of fraud, bribery, misappropriation, embezzlement or any other unlawful behavior in the course of employment with the Company; (ii) a material violation of the Company’s Code of Conduct or its policies, (iii) misconduct that has resulted in, or has the potential to result in, material reputational or financial harm to the Company, or (iv) supervisory authority over an employee or business area engaged in the misconduct listed in (i)–(iii) above and knowledge of or willful blindness to, that misconduct. We believe our clawback policies, which exceed the requirements of the Dodd-Frank Act and the rules of the SEC and the NYSE, further reduce the potential risk that our executives would intentionally misstate results that are subsequently restated as a result of misconduct or material noncompliance with financial reporting requirementsto benefit under GAAP and SEC rules, oran incentive program. Further, our award agreements also include equity forfeiture provisions in the event of a breachviolation of certain restrictive covenants. The Board administers this policy with respect to executive officerscovenant and has the sole discretion to invoke the policy and direct the Company to recover incentive-based compensation received by such individuals in such circumstances.confidentiality obligations.  IQVIA HOLDINGS INC.    2024 Proxy Statement 92 Back to Contents 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 2021,2023, 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’consultant’ 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 our compensation programs generally, including the executive compensation program,practices, 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 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 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 design and administer an executive compensation program that meets the Company’s objectives, 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.    2022 Proxy Statement 80 Back to Contents   Compensation Committee Report IQVIA HOLDINGS INC.    2024 Proxy Statement 93 Back to Contents Leadership Development and Compensation Committee Report 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 2021 Annual Report on Form 10-K for filing with the SEC.year ended December 31, 2023.    The Leadership Development and Compensation Committee Ronald A. Rittenmeyer, Chair Carol J. Burt, Chair John P. Connaughton John G. Danhakl Todd B. Sisitsky IQVIA HOLDINGS INC.    2022 Proxy Statement 81 Back to Contents   IQVIA HOLDINGS INC.    2024 Proxy Statement 94 Back to Contents Compensation of Named Executive Officers 20212023 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, 20202023, 2022 and 2019,2021, 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                                 Chairman and Chief Executive Officer                         2023   1,800,000   —   16,405,071   4,752,781   4,779,661   844,991   569,248   29,151,752 2022   1,800,000   —   16,193,875   5,195,083   5,997,864   420,742   527,465   30,135,029 2021   1,800,000   —   14,108,891   4,425,579   7,200,000   535,539   545,842   28,615,851 Ronald E. Bruehlman                                 Executive Vice President, Chief Financial Officer 2023   905,000   —   4,686,997   1,562,716   1,160,193   176,475   72,667   8,564,048 2022   895,400   —   4,626,672   1,484,298   1,402,009   132,354   79,321   8,620,054 2021   872,900   —   3,919,001   1,229,325   1,742,849   95,462   54,629   7,914,166 W. Richard Staub, III                                 President, Research & Development Solutions 2023   391,667   —   781,050   260,432   455,887   —   38,890   1,927,926 2022   335,787   —   1,156,443   371,064   350,000   —   61,757   2,275,051 2021   614,075   —   1,410,793   442,539   1,026,297   —   69,961   3,563,665 Kevin C. Knightly                                 President, Corporate Strategy and Enterprise Networks 2023   578,000   —   1,562,332   520,859   618,528   189,345   46,485   3,515,549 2022   572,250   —   1,541,973   494,772   700,683   52,070   47,253   3,409,001 2021   558,250   —   1,175,576   368,783   849,315   91,344   44,716   3,087,984 Eric M. Sherbet                                 Executive Vice President, General Counsel and Secretary 2023   612,700   —   1,952,974   651,104   689,727   —   66,643   3,973,148 2022   562,075   —   1,734,576   556,586   701,930   —   61,087   3,616,254 2021   532,875   —   1,254,104   393,368   776,511   —   60,306   3,017,164 Costa Panagos                                 Former President, Research & Development Solutions 2023   454,667   —   3,384,860   781,361   —   —   13,677   4,634,565 2022   581,875   —   2,521,655   494,772   736,039   —   48,413   4,382,754 IQVIA HOLDINGS INC.    2024 Proxy Statement 95 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 Back to Contents Back to Contents (1) Mr. Staub was appointed to President, Research & Development Solutions effective September 25, 2023. Salary information for Mr. BruehlmanStaub in 2020 reflects2023 includes amounts for his prior role with IQVIA. Mr. Panagos was appointed to President, Research & Development Solutions effective April 1, 2022. Salary information for Mr. Panagos in 2023 reflected amounts paid to him from August 1, 2020 to December 31, 2020, the period of time he served as our Chief Financial Officerthrough his exit effective September 25, 2023, and in 2020. In reaction to the COVID-19 pandemic, each of the above-named executive officers, along2022 includes amounts for his prior role with other members of senior management, voluntarily elected to forgo a percentage of his base salary for the period May 1 to June 30, 2020 (or, in the case of Mr. Bruehlman, his consulting fees for the same period), with the applicable percentage for our Chief Executive Officer being 50% and for the other named executive officers being 20%. IQVIA. (2) Amounts reflect the aggregate grant date fair value of time-based RSUrestricted stock unit awards and/or performance shares (as applicable) granted in the relevant fiscal year computed in accordance with Accounting Standards Codification Topic 718, “Compensation—Stock Compensation,” or ASC 718, excluding the impact of estimated forfeitures. Assumptions used in the calculation of these amounts in 20212023 are included in Note 17 to our consolidated audited financial statements for the fiscal year ended December 31, 2021,2023, included in Part II of our Annual Report on Form 10-K. For performance shares granted to our named executive officers in 2021,2023, the amount reported in the table above is based on the probable outcome of the performance conditions associated with the awards as of the grant date. The grant date fair value of the performance shares, made in the form of restricted stock units, granted to each of our named executive officers in 2021,2023, assuming the highest level of achievement of the performance conditions, was $19,366,848$32,810,141 for Mr. Bousbib, $5,379,593$9,373,994 for Mr. Bruehlman, $1,936,676$1,562,100 for Mr. Staub, $1,613,667$3,124,665 for Mr. Knightly, and $1,721,459$3,905,947 for Mr. Sherbet. Mr. Panagos forfeited his performance shares upon his exit from the Company on September 25, 2023. (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 20212023 are included in Note 17 to our consolidated audited financial statements for the fiscal year ended December 31, 2021,2023, included in Part II of our Annual Report on Form 10-K. Mr. Panagos forfeited his SARs upon his exit from the Company on September 25, 2023. (4) Amounts for 20212023 reflect amounts to be paid in March 20222024 under the Annual Plan, as applicable to the named executive officer, as approved by the LDC Committee in February 2022.2024. See “Compensation Discussion and Analysis—20212023 Compensation Determinations—20212023 Short-Term Incentive Awards.” Mr. Panagos was not eligible to receive a payment under the Annual Plan with respect to 2023. (5) 2021 2023 values represent (i) the aggregate change in the present value of each named executive officer’s accumulated benefit under the IMS Health Retirement Plan and Retirement Excess Plan from December 31, 2020,2022, to December 31, 2021,2023, and (ii) interest earned from December 31, 2020,2022, to December 31, 2021,2023, on deferred compensation that is considered “above-market interest” under SEC rules. The change in pension value is broken down below to show the effect of an additional year of service by the named executive officer on the present values versus changes in present value attributable to actuarial assumptions. “Above market interest” is equal to the difference between the interest credited to the cash portion of Mr. Knightly’s account under the IMS Health Defined Contribution Executive Retirement Plan from December 31, 2020, to December 31, 2021, using the interest rate determined under the plan’s provisions (2.82%) and the interest that would have been credited using 120% of the long-term applicable federal rate for December 2021 (or 2.28% using annual compounding). Each of these components is shown in the following table: 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 ($) Ari Bousbib 596,488 (60,949) 535,539 — Ronald E. Bruehlman 102,348 (6,886) 95,462 — Kevin C. Knightly 110,648 (24,576) 86,072 5,272       Change in Present Value of Pension Benefit   Name                           Due to additional accruals ($)                Due to change in actuarial assumptions ($)                Total ($)   Ari Bousbib   756,703   88,288   844,991   Ronald E. Bruehlman   163,082   13,393   176,475   Kevin C. Knightly   152,328   37,017   189,345 (6) Amounts reported as “All Other Compensation” include the following items: (i) life insurance premiums of $7,524 each for Messrs. Bousbib Bruehlman and Knightly, $0 for Mr. Bruehlman, $4,435 for Mr. Staub, $4,902 for Mr. Sherbet and $4,902 each$1,967 for Messrs. Staub and Sherbet;Mr. Panagos; (ii) matching contributions to the IQVIA 401(k) plan on behalf of our named executive officers of $8,700$9,900 each for Messrs. Bousbib and Bruehlman, and Knightly and $13,050 each$14,850 for Messrs. Staub and Sherbet;Sherbet, $8,842 for Mr. Knightly, and $11,711 for Mr. Panagos; (iii) certain make-whole plan contributions to the IQVIA Savings Equalization Plan on behalf of our named executive officers equal to the amounts that would have been contributed by us on behalf of each of the named executive officers to the applicable tax-qualified 401(k) plan under the plan’s matching contribution formula if not for certain limits applicable to tax-qualified plans under the Internal Revenue Code of $246,460$237,095 for Mr. Bousbib, $38,405$62,767 for Mr. Bruehlman, $52,009$19,605 for Mr. Staub, $28,492$30,119 for Mr. Knightly, and $42,354$46,891 for Mr. Sherbet; and (iv) other perquisites for Mr. Bousbib, including (x) reimbursement of estate planning services of up to $50,000, (y) automobile lease payments and operating expenses related thereto of $28,220$35,819 and (z) personal usage of the Company’s aircraft of $204,938.$228,910. For safety, security and productivity reasons, we strongly encourage Mr. Bousbib to use the Company’s aircraft for personal travel. Subject to the business needs of the Company, Mr. Bousbib is entitledpermitted to use of the corporate aircraft for personal use up to 150 hours per year, subject to the business needs of the Company.year. The amount of incremental cost for personal aircraft usage is determined by calculating the hourly variable costs (i.e., fuel, catering, aircraft maintenance, landing and parking fees, crew costs and other miscellaneous costs) for the aircraft, and then multiplying the result by the hours flown for personal use during the year. IQVIA HOLDINGS INC.    2024 Proxy Statement 96 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 83 Back to Contents 20212023 Grants of Plan-Based Awards The following table sets forth information regarding plan-based awards made to each of our named executive officers during 2021.2023.  Name Grant Date Committee Action Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts Under Equity Incentive Plan Awards(4) All Other Stock Awards: Number of Shares of Stock or Units (#)(5) All Other Option Awards: Number of Securities Underlying Options (#)(6) Exercise or Base Price of Option Awards ($)(7) Grant Date Fair Value of Stock and Option Awards ($)(8) Threshold ($)(2) Target ($) Maximum ($)(3) Threshold (#) Target (#) Maximum (#) Ari Bousbib                         — — — 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                         — — — 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                         — — — 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                         — — — 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                         — — — 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 $0) for each named executive officer. See “Compensation Discussion and Analysis—2021 Compensation Determinations—2021 Short-Term Incentive Awards.” (3) Under the Annual Plan, amounts shown in the “Maximum” column represent 200% of the named executive officers’ target award amount. See “Compensation Discussion and Analysis— 2021 Compensation Determinations —2021 Short-Term Incentive Awards.” (4) Represents performance shares granted in 2021. See “Compensation Discussion and Analysis— 2021 Compensation Determinations —2021 Long-Term Incentive Awards.”         Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)   Estimated Future Payouts Under Equity Incentive Plan Awards(4)   All Other Stock Awards: Number of Shares of Stock or Units (#)   All Other Option Awards: Number of Securities Underlying Options ($)(5)   Exercise or Base Price of Option Awards ($)(6)   Grant Date Fair Value of Stock and Option Awards ($)(7) Name      Grant Date      Threshold ($)(2)      Target ($)      Maximum ($)(3)      Threshold (#)      Target (#)      Maximum (#)                     Ari Bousbib      —   —   3,600,000   7,200,000   —   —   —   —   —   —   —     2/13/23   —   —   —   35,339   70,678   141,356   —   —   —   16,405,071     2/13/23   —   —   —   —   —   —   —   72,102   232.11   4,752,781 Ronald E. Bruehlman      —   —   905,000   1,810,000   —   —   —   —   —   —   —     2/13/23   —   —   —   10,096   20,193   40,386   —   —   —   4,686,997     2/13/23   —   —   —   —   —   —   —   20,600   232.11   1,562,716 W. Richard Staub, III      —   —   302,575   605,150   —   —   —   —   —   —   —     2/13/23   —   —   —   1,682   3,365   6,730   —   —   —   781,050     2/13/23   —   —   —   —   —   —   —   3,433   232.11   260,432 Kevin C. Knightly      —   —   491,300   982,600   —   —   —   —   —   —   —     2/13/23   —   —   —   3,365   6,731   13,462   —   —   —   1,562,332     2/13/23   —   —   —   —   —   —   —   6,866   232.11   520,859 Eric M. Sherbet      —   —   492,069   984,138   —   —   —   —   —   —   —     2/13/23   —   —   —   4,207   8,414   16,828   —   —   —   1,952,974     2/13/23   —   —   —   —   —   —   —   8,583   232.11   651,104 Costa Panagos     —   —   —   —   —   —   —   —   —   —   —     2/13/23   —   —   —   7,291   14,583   29,166   —   —   —   3,384,860     2/13/23   —   —   —   —   —   —   —   10,300   232.11   781,361                                               (1) Represents annual cash incentive award opportunities granted under the Annual Plan. As described in “Compensation Discussion and Analysis—2023 Compensation Determinations—Short-Term Incentive Awards” above, each named executive officer, other than Mr. Panagos, 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 2023 is included in the Summary Compensation Table above, in the column labeled “Non-Equity Incentive Plan Compensation.” IQVIA HOLDINGS INC.    2022 Proxy Statement(2) 84Under 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—2023 Compensation Determinations—2023 Short-Term Incentive Awards.” Back to Contents (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—2023 Compensation Determinations—2023 Short-Term Incentive Awards.” (4) Represents performance shares granted in 2023. See “Compensation Discussion and Analysis—2023 Compensation Determinations—2023 Long-Term Incentive Awards.” Mr. Panagos forfeited his performance shares upon his exit from the Company on September 25, 2023. (5) Consists of the number of time-based RSUsSARs granted in 2021,2023, which vest over three years in three equal installments beginning on the first anniversary of the grant date. See “Compensation Discussion and Analysis— 20212023 Compensation Determinations —2021Determinations—2023 Long-Term Incentive Awards.” (6) Consists of Mr. Panagos forfeited his SARs upon his exit from the number of time-based SARs granted in 2021, which vest over three years in three equal installments beginningCompany on the first anniversary of the grant date. See “Compensation Discussion and Analysis— 2021 Compensation Determinations —2021 Long-Term Incentive Awards.” (7) September 25, 2023. (6) The exercise price is equal to the closing price per share of our common stock on the grant date, as reported on the NYSE. (8) (7) Reflects the grant date fair value of equity awards granted in 20212023 determined in accordance with FASB ASC Topic 718. See footnotes (2) and (3) to the “Summary“2023 Summary Compensation Table.” IQVIA HOLDINGS INC.    2024 Proxy Statement 97 Back to Contents Narrative Disclosure to Summary Compensation Table and 20212023 Grants of Plan-Based Awards Table 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 officersagreement 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”.Control.” Employment Agreement with Our Chief Executive Officer Mr. Bousbib Our employment agreement with, Mr. Bousbib, our Chief Executive Officer, provides for a base salary that is currently set at $1.8 million and is subject to annual review. Pursuant to the agreement, heMr. Bousbib is eligible to receive an annual bonus with a target amount of 200% of his annual base salary. In addition,Mr. Bousbib is also eligible to participate in our Chief Executive Officersavings, retirement and health and welfare plans, certain deferred compensation plans and our long-term incentive plan, each in accordance with its terms, and he is provided certain perquisites, as described more fully under “Compensation Discussion and Analysis—2023 Compensation Determinations—Retirement, Perquisites and Termination Benefits—Perquisites” and in note 6 to the “2023 Summary Compensation Table” above.  The employment agreement renews annually on July 26th for an additional one-year term unless either party gives notice of non-renewal at least sixty days in advance. The employment agreement further provides for certain restrictive covenants in favor of the Company, including non-competition and non-solicitation of our customers or employees for 24 months following termination of his employment with us. Agreements with Messrs. Bruehlman, Staub and Sherbet We have letter agreements with each of Messrs. Bruehlman, Staub and Sherbet that provide for a base salary, subject to annual review, and a target annual bonus expressed as a percentage of base salary. The letter agreements do not specify a term of employment, and either the Company or Messrs. Bruehlman, Staub and Sherbet, as applicable, may terminate the employment relationship at any time for any reason. Each of Messrs. Bruehlman, Staub and Sherbet is also eligible to participate in our savings, retirement and health and welfare plans, certain deferred compensation plans and our long-term incentive plan in accordance with their terms,terms.  Messrs. Bruehlman’s, Staub’s and he is also provided certain perquisites, as described more fully under “Compensation Discussion and Analysis—2021 Compensation Determinations—Retirement, Perquisites and Termination Benefits—Perquisites,” and in note 6 to the “2021 Summary Compensation Table” above. The employment agreement renews annually on July 26th for a further one-year term unless either party gives notice of non-renewal at least sixty days in advance. 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. Agreements with Mr. Bruehlman We have a letter agreement with Mr. Bruehlman that provides for a base salary that isSherbet’s salaries are currently set at $885,800$905,000, $800,000 and is subject to annual review. The letter agreement does not specify a term of employment,$642,000, respectively, and either we or Mr. Bruehlman may terminate the employment relationship at any time for any reason. Pursuant to the letter agreement, Mr. Bruehlman’s target annual bonus is 100% of his annual base salary; and he is also eligible to participate in our savings, retirement and welfare plans and long-term incentive plan in accordance with their terms. Mr. Bruehlman is also subject to a non-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 Back to Contents Agreements with Mr. Staub We have a letter agreement with Mr. Staub that provides for a base salary that is currentlybonuses are set at $623,150100%, 100% and is subject to annual review. The letter agreement does not specify a term85%, respectively.  Each of employment,Messrs. Bruehlman, Staub and either we or Mr. Staub may terminate the employment relationship at any time for any reason. Pursuant to the letter agreement, Mr. Bruehlman’s target annual bonus is 85% of his annual base salary; and he is also 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 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. Agreements with Mr. Sherbet We have a letter agreement with Mr. Sherbet that provides for a base salary that is currently set at $540,750 and is subject to annual review. The letter agreement does not specify a term of employment, and either we or Mr. Sherbet may terminate the employment relationship at any time for any reason. Pursuant to the letter agreement, Mr. Sherbet’s target annual bonus is 75% of his annual base salary; and he is also eligible to participate in our savings, retirement and welfare plans and long-term incentive plan in accordance with their terms. Mr. Sherbet is also subject to a non-competition agreement that includes, among other things, provisions regarding non-competition and non-solicitation of customers and employees for 12 months, with respect to Messrs. Bruehlman and Sherbet and 24 months with respect to Mr. Staub, following his termination of employment for any reason. IQVIA HOLDINGS INC.    2024 Proxy Statement 98 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 86 Back to Contents Outstanding Equity Awards at Fiscal Year-End for 20212023 The following table sets forth information regarding long-term incentive awards held by our named executive officers as of December 31, 2021.2023.          Option/SAR Awards   Stock Awards Name   Grant Date    Number of Securities Underlying Unexercised Options/ SARs (exercisable) (#)    Number of Securities Underlying Unexercised Options/SARs (unexercisable) (#)    Equity Incentive Awards: Number of Securities Underlying Unexercised Unearned Options/ SARs (#)    Option/ SARs Exercise Price ($)    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   184,364   —   —   131.82   2/13/2029   —   —   —   —     2/11/2020   224,040   —   —   161.70   2/11/2030   —   —   —   —     2/9/2021   64,082   32,042   —   183.82   2/9/2031   —   —   —   —     2/10/2022   25,490   50,982   —   250.43   2/10/2032   —   —   —   —     2/13/2023   —   72,102   —   232.11   2/13/2033   —   —   —   —     2/9/2021   —   —   —   —   —   8,025   1,856,825   —   —     2/10/2022   —   —   —   —   —   13,695   3,168,749   41,084   9,506,016     2/13/2023   —   —   —   —   —   —   —   70,678   16,353,476 Ronald E. Bruehlman   2/9/2021   17,800   8,901   —   183.82   2/9/2031   —   —   —   —   2/10/2022   7,283   14,566   —   250.43   2/10/2032   —   —   —   —     2/13/2023   —   20,600   —   232.11   2/13/2033   —   —   —   —     2/9/2021   —   —   —   —   —   2,229   515,746   —   —     2/10/2022   —   —   —   —   —   3,913   905,390   11,738   2,715,938     2/13/2023   —   —   —   —   —   —   —   20,193   4,672,256 W. Richard Staub, III   2/9/2021   —   3,204   —   183.82   2/9/2031   —   —   —   —   2/10/2022   1,820   3,642   —   250.43   2/10/2032   —   —   —   —     2/13/2023   —   3,433   —   232.11   2/13/2033   —   —   —   —     2/9/2021   —   —   —   —   —   803   185,798   —   —     2/10/2022   —   —   —   —   —   978   226,290   2,934   678,869     2/13/2023   —   —   —   —   —   —   —   3,365   778,594 Kevin C. Knightly   2/2/2017   18,224   —   —   78.21   2/2/2027   —   —   —   —   2/8/2018   21,394   —   —   95.23   2/8/2028   —   —   —   —     2/13/2019   18,436   —   —   131.82   2/13/2029   —   —   —   —     2/11/2020   14,936   —   —   161.70   2/11/2030   —   —   —   —     2/9/2021   5,340   2,670   —   183.82   2/9/2031   —   —   —   —     2/10/2022   2,427   4,856   —   250.43   2/10/2032   —   —   —   —     2/13/2023   —   6,866   —   232.11   2/13/2023   —   —   —   —     2/9/2021   —   —   —   —   —   669   154,793   —   —     2/10/2022   —   —   —   —   —   1,304   301,720   3,912   905,159     2/13/2023   —   —   —   —   —   —   —   6,731   1,557,419 IQVIA HOLDINGS INC.    2024 Proxy Statement 99 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 $282.14, the closing price of a share of our common stock on December 31, 2021, as reported on the NYSE. Back to Contents         Option/SAR Awards   Stock Awards Name    Grant Date    Number of Securities Underlying Unexercised Options/ SARs (exercisable) (#)    Number of Securities Underlying Unexercised Options/SARs (unexercisable) (#)    Equity Incentive Awards: Number of Securities Underlying Unexercised Unearned Options/ SARs (#)    Option/ SARs Exercise Price ($)    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) Eric M. Sherbet   3/1/2018   11,870   —   —   97.20   3/1/2028   —   —   —   —   2/13/2019   18,436   —   —   131.82   2/13/2029   —   —   —   —     2/11/2020   22,404   —   —   161.70   2/11/2030   —   —   —   —     2/9/2021   5,696   2,848   —   183.82   2/9/2031   —   —   —   —     2/10/2022   2,731   5,462   —   250.43   2/10/2032   —   —   —   —     2/13/2023   —   8,583   —   232.11   2/13/2033   —   —   —   —     2/9/2021   —   —   —   —   —   714   165,205   —   —     2/10/2022   —   —   —   —   —   1,467   339,434   4,401   1,018,303     2/13/2023   —   —   —   —   —   —   —   8,414   1,946,831 (1) The values shown equal the number of shares or units multiplied by $231.38, the closing price of a share of our common stock on December 29, 2023, as reported on the NYSE. IQVIA HOLDINGS INC.    2022 Proxy Statement(2) 87 Back to Contents (2) The number of shares and the payout value reported reflect payout assuming target performance is achieved. (3) The following table shows the vesting dates of the outstanding and unvested awards held by our named executive officers as of December 31, 2021.2023. Vesting is generally subject to the named executive officer’s continued service with us through the applicable vesting date. All unvested equity awards held by our Chief Executive Officer are subject to acceleration and/or continued vesting in certain cases (discussed below in the section entitled “—Potential Payments Upon Termination or Change in Control”). IQVIA HOLDINGS INC.    2024 Proxy Statement 100 Name Back to Contents Grant Date 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 AriBousbib 2/13/2019 61,455 2/9/2021 2/13/2022 — 32,042 — — 2/9/2024 — — — — 2/11/2020 74,680 2/10/2022 2/11/2022 — 25,491 — — 2/10/2024 — — — — 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.    2/10/2022 Proxy Statement 88 25,491 2/10/2025 — — — — Back to Contents 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 KevinC.Knightly 2/13/2019 6,146 2/13/2022 — — — — 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 — —     2/13/2023 24,034 2/13/2024 — — — — 2/13/2023 24,034 2/13/2025 — — — — 2/13/2023 24,034 2/13/2026 — — — — 2/9/2021 — — 8,025 2/9/2024 — — 2/10/2022 — — 6,847 2/10/2024 — — 2/10/2022 — — 6,848 2/10/2025 — — 2/10/2022 — — — — 41,084 12/31/2024 2/13/2023 — — — — 70,678 12/31/2025 Ronald E. Bruehlman 2/9/2021 8,901 2/9/2024 — — — — 2/10/2022 7,283 2/10/2024 — — — — 2/10/2022 7,283 2/10/2025 — — — — 2/13/2023 6,866 2/13/2024 — — — — 2/13/2023 6,867 2/13/2025 — — — — 2/13/2023 6,867 2/13/2026 — — — — 2/9/2021 — — 2,229 2/9/2024 — — 2/10/2022 — — 1,956 2/10/2024 — — 2/10/2022 — — 1,957 2/10/2025 — — 2/10/2022 — — — — 11,738 12/31/2024 2/13/2023 — — — — 20,193 12/31/2025 W. Richard Staub, III 2/9/2021 3,204 2/9/2024 — — — — 2/10/2022 1,821 2/10/2024 — — — — 2/10/2022 1,821 2/10/2025 — — — — 2/13/2023 1,144 2/13/2024 — — — — 2/13/2023 1,144 2/13/2025 — — — — 2/13/2023 1,145 2/13/2026 — — — — 2/9/2021 — — 803 2/9/2024 — — 2/10/2022 — — 489 2/10/2024 — — 2/10/2022 — — 489 2/10/2025 — — 2/10/2022 — — — — 2,934 12/31/2024 2/13/2023 — — — — 3,365 12/31/2025 IQVIA HOLDINGS INC.    20222024 Proxy Statement 89101 Back to Contents 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 Kevin C. Knightly 2/9/2021 2,670 2/9/2024 — — — — 2/10/2022 2,428 2/10/2024 — — — — 2/10/2022 2,428 2/10/2025 — — — — 2/13/2023 2,288 2/13/2024 — — — — 2/13/2023 2,289 2/13/2025 — — — — 2/13/2023 2,289 2/13/2026 — — — — 2/9/2021 — — 669 2/9/2024 — — 2/10/2022 — — 652 2/10/2024 — — 2/10/2022 — — 652 2/10/2025 — — 2/10/2022 — — — — 3,912 12/31/2024 2/13/2023 — — — — 6,731 12/31/2025 Eric M. Sherbet 2/9/2021 2,848 2/9/2024 — — — — 2/10/2022 2,731 2/10/2024 — — — — 2/10/2022 2,731 2/10/2025 — — — — 2/13/2023 2,861 2/13/2024 — — — — 2/13/2023 2,861 2/13/2025 — — — — 2/13/2023 2,861 2/13/2026 — — — — 2/9/2021 — — 714 2/9/2024 — — 2/10/2022 — — 733 2/10/2024 — — 2/10/2022 — — 734 2/10/2025 — — 2/10/2022 — — — — 4,401 12/31/2024 2/13/2023 8,414 12/31/2025 Back to Contents IQVIA HOLDINGS INC.    2024 Proxy Statement 102 Back to Contents 20212023 Option Exercises and Stock Vested The following table sets forth information regarding stock options and/or SARs exercised and the vesting of restricted stock, restricted stock units and/or performance shares by our named executive officers during 2021.2023.   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 ($) Ari Bousbib —  —    218,434  49,188,722 Ronald E. Bruehlman —  —    5,583  1,395,638  W. Richard Staub, III —  —    9,114  2,571,424  Kevin C. Knightly —  —    9,114  2,571,424  Eric M. Sherbet —  —    9,114  2,571,424  (1) Calculated by multiplying the number of shares of our common stock acquired upon exercise by the difference between the exercise price and the market price of our common stock on the exercise date. (2) Amounts shown in these columns reflect restricted stock, restricted stock units and/or performance share awards that vested during 2021. The performance share awards for the 2019-2021 performance period vested on December 31, 2021, and were earned by each named executive officer based on the LDC Committee’s certification on February 9, 2022. See “Compensation Discussion and Analysis—2021 Compensation Determinations—2021 Long-Term Incentive Awards—Performance share determinations for 2021.” The value realized upon the vesting of restricted stock, restricted stock units and/or performance shares was calculated, as required by SEC rules, using the closing price of our common stock as quoted on the NYSE on the date such restricted stock, restricted stock units and/or performance shares became vested. (3) After withholding shares sufficient to cover applicable taxes and fees due upon the vesting of restricted stock, restricted stock units and/or performance shares, the named executive officers retained a total of 130,905 net shares in aggregate with individual shares retained as follows:     Option/SAR Awards   Stock Awards(2) Name   Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)(1)   Number of Shares Acquired on Vesting (#)(3)   Value Realized on Vesting ($) Ari Bousbib   —   —   101,784   28,101,177 Ronald E. Bruehlman   —   —   33,910   7,742,744 W. Richard Staub, III   48,235   3,588,807   9,981   2,304,370 Kevin C. Knightly   18,491   2,810,142   8,562   1,974,792 Eric M. Sherbet   —   —   9,171   2,114,963 Costa Panagos   26,186   1,547,789   9,685   2,202,331 (1) Calculated by multiplying the number of shares of our common stock acquired upon exercise by the difference between the exercise price and the market price of our common stock on the exercise date. (2) Amounts shown in these columns reflect restricted stock units and/or performance share awards that vested during 2023. The performance share awards for the 2021-2023 performance period vested on December 31, 2023, and were earned by each named executive officer based on the LDC Committee’s certification on February 6, 2024. See “Compensation Discussion and Analysis—2023 Compensation Determinations—2023 Long-Term Incentive Awards—Performance share determinations for 2023.” The value realized upon the vesting of restricted stock units and/or performance shares was calculated, as required by SEC rules, using the closing price of our common stock as quoted on the NYSE on the date such restricted stock units and/or performance shares became vested. (3) After withholding shares sufficient to cover applicable taxes and fees due upon the vesting of restricted stock units and/or performance shares, the named executive officers retained a total of 93,070 net shares in aggregate with individual shares retained as follows: Name Total Net Shares Retained Ari Bousbib 50,514 Ronald E. Bruehlman 19,477 W. Richard Staub, III 6,261 Kevin C. Knightly 5,260 Eric M. Sherbet 6,156 Costa Panagos 5,402 IQVIA HOLDINGS INC.    2024 Proxy Statement 103 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  Back to Contents IQVIA HOLDINGS INC.    2022 Proxy Statement 90 Back to Contents 20212023 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, 2021.2023. 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 20212023 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 12/31/23 ($)(3) Ari Bousbib   IMS Health Retirement Plan   12.33   238,263   —   —     IMS Health Retirement Excess Plan   12.33   5,348,006   —   5,547,756 Ronald E. Bruehlman     IMS Health Retirement Plan   8.50   176,772   —   —     IMS Health Retirement Excess Plan   8.50   542,427   —   557,827 W. Richard Staub, III   —   —   —   —   — Kevin C. Knightly   IMS Health Retirement Plan   40.42   682,167   —   —     IMS Health Retirement Excess Plan   40.42   967,348   —   1,001,004 Eric M. Sherbet   —   —   —   —   — Costa Panagos   —   —   —   —   — Name (1) Plan Name Number of Years of Credited Service(1) Present Value of Accumulated Benefit ($)(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  291,516 W.RichardStaub,III — —  —  —  — KevinC.Knightly IMS Health Retirement Plan IMS Health Retirement Excess Plan 38.42  38.42  676,244  800,325  —  —  — 881,332 EricM.Sherbet — —  —  —  — (1) Years are credited based on service from the date the individual became a participant in each plan. (2) These amounts represent the actuarial present value, as of December 31, 2021,2023, of the total retirement benefit that would be payable to the applicable named executive officers in accordance with the terms of the Retirement Plan and Retirement Excess Plan, as applicable, assuming no future service or compensation increases, and no pre-retirement mortality or termination (i.e., each named executive officer is assumed to retire at age 65 and to receive the benefit of annual interest credits at 3.00%4.07% under the Retirement Plan and 3.00%4.07% under the Retirement Excess Plan on his account balance until such point). The key actuarial assumptions and methodologies used to calculate the present value of accumulated benefits under both the Retirement Plan and Retirement Excess Plan were (i) a discount rate of 3.13%5.32% and 2.70%5.10%, respectively, and (ii) the White Collar PRI2012 mortality table with scale MP-2021. (3) Under the Retirement Excess Plan, if any of Messrs. Bousbib, Bruehlman or Knightly had experienced a separation from service from us for any reason on December 31, 2021,2023, that executive would have been entitled to receive a single lump sum payment of his accumulated benefit under the Retirement Excess Plan on the latter of December 31, 2021, or upon attainment of age 55. As all named executive officers attained age 55 prior to December 31, 2021, the2023. The present value determined as of, and the lump sum payable as of December 31, 2021,2023, is shown above. The following key actuarial assumptions and methodologies were used to calculate the present value aton December 31, 2021:2023: the Retirement Excess Plan account balance as of December 31, 2021,2023 was converted into an annuity payable on December 31, 2021,2023, using a 3.00%4.69% interest rate and the GAM 83 Unisex Mortality Table. The resulting annuity was converted to a lump sum payable on December 31, 2021,2023, using an interest rate of 2.20%3.870% and the GAM 83 Mortality Table. Under the Retirement Excess Plan, if a change in control occurs, and a participant’s employment with us is involuntarily terminated for a reason other than cause or the participant voluntarily terminates employment with us for good reason within 24 months thereafter, his accumulated benefit would be payable in a single lump sum on the date of such termination, even if that date precedes attainment of age 55. Accordingly, if any of Messrs. Bousbib, Bruehlman or Knightly had been involuntarily terminated for a reason other than cause or had voluntarily terminated employment with us for good reason on December 31, 2021, following a change in control, then such executive officer would be entitled to receive a single lump sum payment of his accumulated benefit under the Retirement Excess Plan upon such termination. As Messrs. Bousbib, Bruehlman and Knightly have each attained age 55 prior to December 31, 2021, they would receive the same present value as shown above, as of December 31, 2021, with no enhancement in value (as compared with what each named executive officer would have received had he terminated employment on December 31, 2021, not in connection with a change in control). IQVIA HOLDINGS INC.    2024 Proxy Statement 104 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 91 Back to Contents IMS Health Defined Benefit Retirement Plans The following table describes the defined benefit pension plans in which Messrs. Bousbib, Bruehlman and Knightly are eligible to participate. Plan Description Description Eligibility and Vesting Benefits Formula Time and form of Payment Internal Revenue Code Limitations IMS Health RetirementPlan Funded, tax-qualified defined benefit retirement program All U.S.-based legacy IMS Health employees, including our Chief Executive Officer, Mr. Bruehlman, and Mr. Knightly   Benefits generally vest after three years of qualifying service   This plan was assumed by us in connection with the Merger and closed to new participants effective December 31, 2016 Benefits are defined by a cash balance formula expressed in the form of a notional or “book-keeping” account balance   Each month a participant’s cash balance “account” is increased by (i) pay credits of 6% of the participant’s compensation for that month and (ii) interest credits based on the participant’s hypothetical account balance at the end of the prior month   Monthly interest credits are based on 1/12th of the 30-year Treasury bond yields in effect during the applicable month, subject to a floor of a 3% annual yield Participants may retire early at age 55 with three years of service   Normal retirement age is 65. Pension benefits are payable as an actuarially equivalent annuity   Lump-sum distributions are only available for benefits valued at $5,000 or less   Employees do not make contributions to the plan Section 401(a)(17) of the Internal Revenue Code (IRC) limits the annual compensation that may be taken into account in the calculation of benefits under a tax-qualified defined contribution or defined benefit pension plan, including the IMS Health Retirement Plan, to $290,000$330,000 in 20212023   Section 415 of the IRC limits the annual benefit payable under a tax-qualified defined benefit plan, including the IMS Health Retirement Plan, to $230,000$265,000 for 20212023 IMS Health RetirementExcess Plan Unfunded, non-qualified retirement plan utilizing the same benefit formula, compensation recognition, retirement eligibility and vesting provisions as the tax-qualified IMS Health Retirement Plan   This plan provides pension benefits not provided by the IMS Health Retirement Plan due to the IRC limitations noted above Certain eligible U.S.-basedU.S.- based legacy IMS Health employees, including our Chief Executive Officer, Mr. Bruehlman and Mr. Knightly We provide, out of our general assets, amounts equal to the difference between the amount that would have been paid in the absence of the aforementioned IRC limits and the amount that may be paid under the IMS Health Retirement Plan Benefits for the named executives are automatically payable upon termination of employment (subject to a six-month delay, in certain cases, under tax rules applicable to non-qualified deferred compensation) in the form of an actuarially equivalent lump sum None IQVIA HOLDINGS INC.    2024 Proxy Statement 105 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 92 Back to Contents 20212023 Non-Qualified Deferred Compensation The following table sets forth information regarding the non-qualified deferred compensation of each of our named executive officers for our 20212023 fiscal year under the IMS Health Defined Contribution Executive Retirement Plan (IMS Health DCERP) or the IQVIA Elective Deferred Compensation Plan, as applicable. Name   Executive Contributions in Last Fiscal Year(1) ($)   Aggregate Earnings in Last Fiscal Year(2) ($)   Aggregate Withdrawals/ Distributions ($)   Aggregate Balance at End of Fiscal Year 2023(3) ($) Ari Bousbib   —   5,179,539   —   19,816,419 Ronald E. Bruehlman   —   —   —   — W. Richard Staub, III   —   —   —   — Kevin C. Knightly   —   551,751   —   5,544,977 Eric M. Sherbet   —   —   —   — Costa Panagos   95,480   70,504   33,280   784,950 (1) Contributions for Mr. Panagos represent his 2023 earnings, which was deferred in 2023. The contribution amount in this table was reflected in the “2023 Summary Compensation Table” under Salary. (2) Earnings for Mr. Bousbib and Mr. Panagos include dividends as well as earnings on the notional investments held. Earnings for Mr. Knightly represent (i) interest credited to his Designated Account (as defined below), and (ii) the increase/decrease in fiscal year 2023 in the fair market value of shares of our common stock notionally held in his Designated Account (as described below). (3) The aggregate balance at the end of the year consists of the value of Messrs. Bousbib’s, Knightly’s and Panagos’s respective accounts, as of December 31, 2023. The Stock Account (as defined below) used in the DCERP has been valued using the closing price of our common stock on December 29, 2023 of $231.38, the last business day of fiscal year 2023. Earnings on deferred amounts in Mr. Knightly’s Designated Account, to the extent such earnings were deemed to be “above-market” under applicable SEC rules, have been reflected in the “2023 Summary Compensation Table” in the column labeled “Change in Pension Value and Non-Qualified Deferred Compensation Earnings.” IQVIA HOLDINGS INC.    2024 Proxy Statement 106 Name Executive Contributions in Last Fiscal Year(1) ($) Aggregate Earnings in Last Fiscal Year(2) ($) Aggregate Withdrawals/ Distributions ($) Aggregate Balance at End of Fiscal Year 2021(3) ($) Ari Bousbib 6,369,600 3,609,693   19,702,714 Ronald E. Bruehlman —       W. Richard Staub, III — —   — Kevin C. Knightly — 1,942,995   6,377,765 Eric M. Sherbet — —   — (1) Contributions for Mr. Bousbib represent his 2020 short-term incentive award under the Annual Plan, which was deferred in 2021. The contribution amount in this table was reflected in the “2021 Summary Compensation Table” under non-equity incentive plan compensation. (2) Earnings for Mr. Bousbib include dividends as well as earnings on the notional investments held. Earnings for Mr. Knightly represent (i) interest credited to his Designated Account (as defined below), and (ii) the increase/decrease in fiscal year 2021 in the fair market value of shares of our common stock notionally held in his Designated Account (as described below). (3) The aggregate balance at the end of the year consists of the value of Mr. Bousbib’s and Mr. Knightly’s respective accounts, as of December 31, 2021. The Stock Account (as defined below) used in the DCERP has been valued using the closing price of our common stock on December 31, 2021 ($282.14), the last business day of fiscal year 2021. Earnings on deferred amounts in Mr. Knightly’s Designated Account, to the extent such earnings were deemed to be “above-market” under applicable SEC rules, have been reflected in the “2021 Summary Compensation Table” in the column labeled “Change in Pension Value and Non-Qualified Deferred Compensation Earnings.” Back to Contents The following table describes our non-qualified deferred compensation plans. Plan Description Description Eligibility and Vesting Benefits Formula Time and form of Payment IMS Health Defined Contribution Executive Retirement Plan (IMS Health DCERP) Non-qualified, unfunded defined contribution plan Plan was frozen to new participants and accruals as of June 30, 2012   Previously accrued benefits continue to be eligible to be credited with an interest credit and notional investment returns   Mr. Knightly is fully vested in his account Participants were able to elect to have their account notionally credited with investment credits (the portion that is so credited is referred to as a “Designated Account”) or, with respect to a designated portion of their account, notionally invested in shares of IMS Health common stock, which then became notionally invested in shares of IQVIA common stock in connection with the Merger (the portion that is so notionally invested is referred to as a “Stock Account”)   Annual investment credits to a Designated Account are calculated based on the average annual corporate bond yields from the AA to AAA Rated/10+ Years Component of the Merrill Lynch U.S. Corporate Master Index A participant’s account is paid as a lump sum on or shortly after the date the participant terminates employment with us (subject to a six-month delay, in certain cases, under tax rules applicable to non-qualified deferred compensation)     IQVIA HOLDINGS INC.    2022 Proxy Statement 93 Back to Contents Plan Description Description Eligibility and Vesting Benefits Formula Time and form of Payment IQVIA Elective Deferred Compensation Plan Non-qualified, deferred compensation plan Certain IQVIA employees within the US,U.S., including our named executive officers, are eligible to participate Participants may defer up to 80% of their base salaries as of the first day of the calendar year or partial year and up to 100% of any cash bonus earned under the Annual Plan and payable to the participant with respect to that year   Contributions consist solely of participants’ elective deferral contributions with no matching or other employer contributions Participants may elect to receive date-based, in-service distributions as long as they are active participants in the plan in either a lump sum or in annual installments for up to 15 years   Upon separation from service, participants will receive their distribution either as a lump sum or in annual installments for up to 15 years (subject to a six-month delay, in certain cases, under tax rules applicable to non-qualified deferred compensation) IQVIA HOLDINGS INC.    2024 Proxy Statement 107 Back to Contents Potential Payments Upon Termination or Change in Control Each of our named executive officers is entitled to receive certain benefits upon a qualifying termination of employment and upon certain change in control transactions. Below we describe payments and benefits that are payable upon certain types of termination of employment or a change in control, or that are enhanced based on the circumstances of a termination or change in control. We do not maintain employment or other stand-alone agreements providing for termination benefits with any of our named executive officers, other than an employment agreement with our Chief Executive Officer, Mr. Bousbib, and a letter agreement with Mr. Staub. Our other named executive officers participate in the IQVIA Employee Protection Plan. Employment Agreement and Long-Term Incentive Award Agreements with Our Chief Executive Officer Under the terms of the employment agreement with our Chief Executive Officer, in the event of a “qualifying termination of employment,” he will be entitled to severance of two times annual base salary and target bonus. A qualifying termination is defined as termination by the Company without cause, including as a result of non-renewal of his employment by the Company, or a resignation by the Chief Executive Officer for good reason (each as defined in the employment agreement). Such severance is payable over 24 months, or as a lump sum if the termination occurs within 24 months after a change in control. Pursuant to 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“qualifying termination of employment,employment” all of our Chief Executive Officer’s outstanding unvested time-based equity awards that remain unvested will fully vest in full and, if applicable, will remain exercisable for their full respective terms. In addition, all of his outstandingterms, and unvested performance-based equity awards that remain unvested will remain outstanding and eligible to vestfor vesting based on performance, or will vest based on target performance if a qualifying termination of employment occurs within 24 months followingfollows a change in control event, will vest based on deemed achievement of target performance on the termination date.within 24 months. If ourtermination is due to the 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 unvested equity awards that remain unvested will vest in full,fully, 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.termination date. In the eventcase of our Chief Executive Officer’s permanent retirement, from the Company, with certain limited exceptions, all of his outstanding unvested time-based equity awards that remain unvested will remain outstanding and continue to vest on the same schedule as if he had remained employed,scheduled and if applicable, will remain exercisable, for their full respective terms,as applicable, and all of his outstanding performance-based awards will remain outstanding and eligible to vest based on actual performance. OurThe Chief Executive Officer will be eligiblequalified for retirement when he attainsin 2023 at age 62. As of December 31, 2021, our Chief Executive Officer was not retirement-eligible under the terms of his agreement. IQVIA HOLDINGS INC.    2022 Proxy Statement 94 Back to Contents 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 receive only accrued salary and other compensation, that accrued before termination, but nowithout any additional severance. Any severance will be payable. As a condition topayment is contingent upon our Chief Executive Officer’s receipt of the severance payments described above, he must timely execute (without revoking)Officer executing a release of claims in favor of IQVIA and comply with certainadhering to restrictive covenants set forth in thehis employment agreement, including a covenant not to compete with us or to solicit our clients or employees duringnon-competition and non-solicitation for 24 months following termination of his employment with us. Ourpost-termination. Additional covenants to which our Chief Executive Officer is also bound by other restrictive covenants, including covenants relating toinclude confidentiality and non-disparagement. Letter Agreement with Mr. Staub In the event of a termination of employment by us without cause, Mr. Staub will receive (as defined in the 2023 letter agreement) cash severance, payable in equal monthly installments on our regular payroll schedule during the 24-month non-competition period following termination, equal to (i) 24 months of Mr. Staub’s base salary as of the termination date; (ii) Mr. Staub’s target annual bonus in effect for the year of termination; and (iii) the projected cost of the continuation of group health insurance coverage for Mr. Staub and his eligible dependents pursuant to COBRA for 18 months following the date of termination. Employee Protection Plan Messrs. Bruehlman, Knightly and Sherbet participate in the IQVIA Employee Protection Plan as amended and restated, which provides for certain payments and benefits if the participant’s employment is terminated without cause (as defined in the Employee Protection Plan)such plan). Under the Employee Protection Plan, upon Upon the termination of a participant’s employment without cause, he or she isthey are entitled to continued base salary payments for a period ranging betweenfrom two weeks andto 52 weeks, depending on the participant’s salary grade level and years of eligible service (two weeks for each year of service, subject to certain minimum periods); continued medical, dental and vision benefits throughout the salary continuation period (or six months, whichever is shorter); and certain outplacement services. Mr. Knightly would be entitled to a maximum of 52 weeks of severance benefits, under the Employee Protection Plan. Mr.and each of Messrs. Sherbet and Mr. Bruehlman would be entitled to 26 weeks of severance benefits under the Employee Protection Plan. IQVIA HOLDINGS INC.    2024 Proxy Statement 108 Back to Contents A participant is entitled to severance benefits under the Employee Protection Plan following a change in control unless he or shethey unilaterally resigns, isresign, are offered comparable employment with us or anthe acquiring company, or transferstransfer 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 occurredmade 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 IQVIA that may include certain restrictive covenants, including covenants relating to non-competition and non-solicitation of clients or employees, that would apply, in each case,applicable during the one-year period following the participant’s termination of employment or, if longer, the participant’s salary continuation period. IQVIA HOLDINGS INC.    2024 Proxy Statement 109 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 95 Back to Contents Summary of Potential Payments The following table estimates the dollar value of the additional payments and benefits our named executive officers would have been entitled to receive under applicable plans and/or arrangements described above, assuming the applicable triggering event occurred on December 31, 2021.2023. Name Type of Payment or Benefit Involuntary Termination ($) Termination Due to Death/ Disability ($) Change in Control without Termination ($) Involuntary Termination Following a Change in Control ($) Ari Bousbib Severance Pay(1) 10,800,000 — — 10,800,000 Acceleration of time-based equity awards(2) 43,470,266 43,470,266 — 43,470,266 Performance-based equity awards(3) 26,816,278 26,816,278 — 26,816,278 Total 81,086,545 70,286,545 — 81,086,545 Ronald E. Bruehlman Severance Pay(6) 442,900 — — 442,900 Health & Welfare Benefits(4) 5,708 — — 5,708 Outplacement(7) 3,109 — — 3,109 Total 451,717 — — 451,717 W. Richard Staub, III Severance Pay(5) 1,775,978 — — 1,775,978 Health & Welfare Benefits(4) 17,123 — — 17,123 Total 1,793,101 — — 1,793,101 Kevin C. Knightly Severance Pay(6) 566,500 — — 566,500 Health & Welfare Benefits(4) 7,803 — — 7,803 Outplacement(7) 3,109 — — 3,109 Total 577,412 — — 577,412 Eric M. Sherbet Severance Pay(6) 270,375 — — 270,375 Health & Welfare Benefits(4) 7,803 — — 7,803 Outplacement(7) 3,109 — — 3,109 Total 281,287 — — 281,287 (1) Represents two times the sum of our Chief Executive Officer’s base salary and his target annual incentive, which is the amount payable to our Chief Executive Officer under the terms of his employment agreement in connection with a termination of his employment by us without cause or by him for good reason. (2) Represents the value of the acceleration of unvested time-based SARs determined based on the difference between the exercise price of the SARs and the closing price of a share of our common stock on December 31, 2021 ($282.14), the last business day of fiscal year 2021, and the value of the acceleration of unvested time-based restricted stock determined by multiplying the number of shares underlying the award by the closing price of a share of our common stock on December 31, 2021. For purposes of this table, we have assumed that all time-based SARs and restricted stock would be assumed, continued or substituted in connection with a change in control and that, as a result, all time-based SARs and restricted stock would not become fully vested in connection with such change in control but rather upon a qualifying involuntary termination following a change in control. The actual treatment of time-based SARs and restricted stock in connection with a change in control transaction may be different. As described above, any unvested outstanding time-based equity awards held by our Chief Executive Officer would be accelerated in the event of a qualifying termination of employment or in the event of a termination due to death or disability. (3) Represents the value of unvested performance shares (assuming achievement of the performance goals at target), determined by multiplying the number of shares underlying the award by the closing price of a share of our common stock on December 31, 2021 ($282.14). In the event of a qualifying termination of employment, our Chief Executive Officer’s performance shares will remain outstanding and eligible to vest based on performance. In the event of a termination due to death or disability, our Chief Executive Officer’s performance shares would be fully accelerated and paid out at target. For purposes of this table, we have assumed that all performance shares would be assumed, continued or substituted in connection with a change in control and that, as a result, all performance shares would not become fully vested in connection with such change in control but rather upon a qualifying involuntary termination following a change in control. The actual treatment of performance shares in connection with a change in control transaction may be different. As described above, any unvested outstanding performance-based equity awards held by our Chief Executive Officer would be accelerated in the event of a qualifying termination of employment following a change in control or in the event of a termination due to death or disability and would assume the achievement of the performance goals at target. Name   Type of Payment or Benefit   Involuntary Termination ($)   Retirement ($)   Termination Due to Death/ Disability ($)   Change in Control without Termination ($)   Involuntary Termination Following a Change in Control ($) Ari Bousbib   Severance Pay(1)   10,800,000   —   —   —   10,800,000   Time-based equity awards(2)   6,549,491   6,549,491   6,549,491   —   6,549,491   Performance-based equity awards(3)   25,859,492   25,859,492   25,859,492   —   25,859,492   Total   43,208,983   32,408,983   32,408,983   —   43,208,983 Ronald E. Bruehlman   Severance Pay(5)   452,500   —   —   —   452,500   Health & Welfare Benefits(4)   6,554   —   —   —   6,554   Outplacement(6)   3,109   —   —   —   3,109   Total   462,163   —   —   —   462,163 W. Richard Staub, III   Severance Pay(5)   2,400,000   —   —   —   2,400,000   Health & Welfare Benefits(4)   19,656   —   —   —   19,656   Total   2,419,656   —   —   —   2,419,656 Kevin C. Knightly   Severance Pay(5)   578,000   —   —   —   578,000   Health & Welfare Benefits(4)   8,961   —   —   —   8,961   Outplacement(6)   3,109   —   —   —   3,109   Total   590,070   —   —   —   590,070 Eric M. Sherbet   Severance Pay(5)   321,000   —   —   —   321,000   Health & Welfare Benefits(4)   8,961   —   —   —   8,961   Outplacement(6)   3,109   —   —   —   3,109   Total   333,070   —   —   —   333,070 IQVIA HOLDINGS INC.    2022 Proxy Statement(1) 96Represents two times the sum of our Chief Executive Officer’s base salary and his target annual incentive, which is the amount payable to our Chief Executive Officer under the terms of his employment agreement in connection with a termination of his employment by us without cause or by him for good reason. Back to Contents (2) Represents the value of unvested time-based SARs determined based on the difference between the exercise price of the SARs and the closing price of a share of our common stock on December 29, 2023 ($231.38), the last business day of fiscal year 2023, and the value of unvested time-based restricted stock units determined by multiplying the number of shares underlying the award by the closing price of a share of our common stock on December 29, 2023. For purposes of this table, we have assumed that all time-based SARs and restricted stock units would be assumed, continued or substituted in connection with a change in control and that, as a result, all time-based SARs and restricted stock units would not become fully vested in connection with such change in control but rather upon a qualifying involuntary termination following a change in control. The actual treatment of time-based SARs and restricted stock units in connection with a change in control transaction may be different. As described above, any unvested outstanding time-based equity awards held by our Chief Executive Officer would be accelerated in the event of a qualifying termination of employment or in the event of a termination due to death or disability, and in the event of retirement, any unvested outstanding time-based equity awards would continue to vest as scheduled and remain exercisable. (3) Represents the value of unvested performance shares (assuming achievement of the performance goals at target), determined by multiplying the number of shares underlying the award by the closing price of a share of our common stock on December 29, 2023 ($231.38). In the event of a qualifying termination of employment, our Chief Executive Officer’s performance shares will remain outstanding and eligible to vest based on performance. In the event of a termination due to death or disability, our Chief Executive Officer’s performance shares would be fully accelerated and paid out at target. For purposes of this table, we have assumed that all performance shares would be assumed, continued or substituted in connection with a change in control and that, as a result, all performance shares would not become fully vested in connection with such change in control but rather upon a qualifying involuntary termination following a change in control. The actual treatment of performance shares in connection with a change in control transaction may be different. As described above, any unvested outstanding performance-based equity awards held by our Chief Executive Officer would be accelerated in the event of a qualifying termination of employment following a change in control or in the event of a termination due to death or disability and would assume the achievement of the performance goals at target, and in the event of retirement, any unvested outstanding performance-based equity awards would remain outstanding and vest based upon actual performance. (4) For Messrs. Bruehlman, Knightly and Sherbet, Health & Welfare Benefits represent the cost to the Company of paying its portion of premiums for medical, dental and prescription drug coverage for the executive and his eligible dependents during the period during which salary continuation payments under the provisions of the Employee Protection Plan (asas in effect on December 31, 2021)2023 are being made.  For Mr. Staub, represents the projected cost of group healthcarehealth care continuation for 18 months for Mr. Staub and his eligible dependents, to which he would be entitled to under his employmentletter agreement. (5) Represents an amount equal to (i) 24 months of Mr. Staub’s base salary and (ii) Mr. Staub’s target annual bonus in effect for the year of termination. (6) Represents the sum of base salary continuation payable to Messrs. Bruehlman, Knightly and Sherbet under the provisions of the Employee Protection Plan as in effect on December 31, 2021. (7) 2023.  For Mr. Staub, represents an amount equal to (i) 24 months of base salary and (ii) target annual bonus in effect the year of termination. (6) Represents the value of outplacement services that would be available to Messrs. Bruehlman, Knightly and Sherbet under the Employee Protection Plan in the event of a qualifying termination of employment. IQVIA HOLDINGS INC.    2024 Proxy Statement 110 Back to Contents CEO Pay Ratio U.S. publicly-traded companies are required to disclose the ratio of their chief executive officer’s compensation to that of their median employee. Our Chief Executive Officer to median employee pay ratio was calculated in accordance with Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(u) of Regulation S-K and the related guidance, and represents a reasonable estimate. Because the SEC rules for identifying the median employee and calculating the pay ratio permit companies to use various methodologies and assumptions, to apply certain exclusions, and to make reasonable estimates that reflect their employee populations and compensation practices, the pay ratio reported by other companies may not be comparable with the pay ratio that we report. Under the pay ratio rule, a company is required to identify its median employee only once every three years so long as during the prior fiscal year there has been no change to its employee population or employee compensation arrangements that it reasonably believes would result in significant changes in its pay ratio disclosure. During 2020,2023, we identified our median employee by using base salaries or base rate of pay as our “consistentlyconsistently applied compensation measure”measure for all individuals, excluding our Chief Executive Officer, who were employed by us on December 1, 20202023 (annualized in the case of employees who joined the Company during 2020)2023). This calculation included full-time, part-time, seasonal and temporary employees. Because we did not experience any material changes toof our vast global employee population, or changes in employee compensation arrangements, during 2021, we believe it is reasonablealso applied the allowed de minimis exemption and excluded non-U.S. employees from certain countries noted below. The total number of excluded employees represented less than 5% of our population. Applying this de minimis exemption, on December 1, 2023, we had 19,849 U.S. employees and 66,852 non-U.S. employees. Irrespective of the de minimis exemption, on this same date we had 19,849 U.S. employees and 69,950 non-U.S. employees. Pursuant to use the median employee identified and reported in 2020 for purposes of calculatingpermitted de minimis exemption, the payfollowing countries were excluded from the ratio disclosure with respect to 2021, and that using this median employee will not significantly affect our pay ratio disclosure.calculation: Algeria, 25; Bangladesh, 149; Bolivia, 5; Burkina Faso, 1; Chile, 289; Colombia, 436; Costa Rica, 12; Ecuador, 32; Egypt, 227; Ghana, 41; Guatemala, 61; Indonesia, 97; Jordan, 13; Kazakhstan, 5; Latvia, 32; Mexico, 960; Morocco, 49; Namibia, 1; Nigeria, 38; Norway, 47; Pakistan, 72; Panama, 6; Paraguay, 4; Peru, 82; Rwanda, 2; Sierra Leone, 1; Slovenia, 16; Sri Lanka, 38; Tunisia, 28; Ukraine, 228; Uruguay, 6; Venezuela, 6; Vietnam, 89. For 2021,2023, the annual total compensation of our median employee, calculated under applicable SEC rules, was $139,803.$91,601. For 2021,2023, the annual total compensation for our Chief Executive Officer is reported in the “Summary“2023 Summary Compensation Table” above. On this basis, the ratio of our Chief Executive Officer’s annual total compensation to our median employee’s annual total compensation is estimated at 205:318:1. Additionally, our Company is uniquely diverse geographically, having a presence in over 100 countries with material differences in elements of pay. When calculating our pay ratio using only our U.S. population, our Chief Executive Officer to U.S. median employee pay ratio would be estimated at 262:1. IQVIA HOLDINGS INC.    2024 Proxy Statement 111 Back to Contents Pay versus Performance The following table reports the compensation of our Principal Executive Officer (PEO) and the average compensation of the other Named Executive Officers (Other NEOs) as reported in the Summary Compensation Table for the past four fiscal years, as well as their “compensation actually paid” as calculated pursuant to recently adopted SEC rules and certain performance measures required by the rules.             Average   Average   Value of Initial Fixed $100 Investment Based On(4):       Company- Selected Measure(5) Year   Summary Compensation Table Total for PEO(1)   Compensation Actually Paid to PEO(2)(3)   Summary Compensation Table Total for Other NEOs(1)   Compensation Actually Paid to Other NEOs(2)(3)   IQVIA’s Total Stockholder Return   Peer Group Total Stockholder Return   Net Income (millions)   Adjusted Diluted EPS Growth(6) (a)   (b)   (c)   (d)   (e)   (f)   (g)   (h)   (i) 2023   $29,151,752   $42,292,899   $4,523,047   $4,103,793   $149.75   $170.70   $1,358   0.4% 2022   $30,135,029   $5,961,064   $5,007,016   $1,702,449   $132.61   $158.40   $1,091   12.5% 2021   $28,615,851   $88,421,980   $4,395,745   $10,062,332   $182.60   $157.40   $966   40.7% 2020   $25,575,986   $44,629,998   $2,887,147   $3,051,142   $115.96   $115.30   $279   0.5% (1) Ari Bousbib was our PEO for each year presented. The individuals comprising the Other NEOs for each year presented are listed below: (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v)(2)(iii) of Regulation S-K and do not reflect compensation actually earned, realized or received by the PEO or Other NEOs.  These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Other NEOs as set forth below.  Equity values are calculated in accordance with FASB ASC Topic 718.  Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. (4) The peer group for each listed fiscal year consists of the companies listed as our compensation benchmarking peer group in the Compensation Discussion & Analysis specific for that fiscal year. For 2020 and 2021 the companies included Bausch Health Companies Inc., Boston Scientific Corporation, Cognizant Technology Solutions Corporation, Fiserv, Inc., Laboratory Corporation of America Holdings, Nielsen Holdings plc, Quest Diagnostics Incorporated, Regeneron Pharmaceuticals, Inc., Salesforce, Inc., S&P Global Inc., and Thomson Reuters Corporation (but excludes Allergan plc, acquired by AbbVie Inc. on May 8, 2020). For 2022, all of these companies were included except Nielsen Holdings plc. For 2023, the companies included AbbVie Inc., Accenture plc, Agilent Technologies, Inc., Amgen Inc., Avantor, Inc., Biogen Inc., Bristol Myers Squibb Co., Cognizant Technology Solutions Corp., Danaher Corporation, Eli Lilly & Co., Gartner, Inc., Gilead Sciences, Inc., International Business Machines Corp., ICON Plc, Laboratory Corp of America Holdings, Merck & Co., Inc., Moderna, Inc., Pfizer Inc., Regeneron Pharmaceuticals, Inc., Thermo Fisher Scientific, Inc., Vertex Pharmaceuticals Inc., and Zoetis Inc. (5) The Company has identified Adjusted Diluted EPS Growth as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the Other NEOs in 2023 to the Company’s performance. See Appendix A in this Proxy Statement for a reconciliation of Adjusted Diluted EPS Growth, a non-GAAP measure, to the most directly comparable GAAP measure. (6) Adjusted Diluted EPS Growth was chosen from the following four most important financial performance measures used by the Company to link compensation actually paid to the PEO and other NEOs in 2023 to the Company’s performance: (1) Ari Bousbib was our PEO for each year presented. The individuals comprising the Other NEOs for each year presented are listed below: 2020 2021 2022 2023 Ron E. Bruehlman Ron E. Bruehlman Ron E. Bruehlman Ron E. Bruehlman W. Richard Staub, III W. Richard Staub, III Costa Panagos W. Richard Staub, III Kevin C. Knightly Kevin C. Knightly Kevin C. Knightly Kevin C. Knightly Eric M. Sherbet Eric M. Sherbet Eric M. Sherbet Eric M. Sherbet Michael R. McDonnell     Costa Panagos (2) The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v)(2)(iii) of Regulation S-K and do not reflect compensation actually earned, realized or received by the PEO or Other NEOs.  These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Other NEOs as set forth below.  Equity values are calculated in accordance with FASB ASC Topic 718.  Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Year   Summary Compensation Table Total for PEO   Exclusion of Change in Pension Value for PEO   Exclusion of Stock Awards and Option Awards for PEO   Inclusion of Pension Service Cost for PEO   Inclusion of Equity Values for PEO   Compensation Actually Paid to PEO 2023   $29,151,752   $(844,991)   $(21,157,852)   $258,365   $34,885,625   $42,292,899 2022   $30,135,029   $(420,742)   $(21,388,958)   $296,785   $(2,661,050)   $5,961,064 2021   $28,615,851   $(535,539)   $(18,534,470)   $314,052   $78,562,087   $88,421,980 2020   $25,575,986   $(898,824)   $(15,916,277)   $273,872   $35,595,242   $44,629,998 Year   Average Summary Compensation Table Total for Other NEOs   Average Exclusion of Change in Pension Value for Other NEOs   Average Exclusion of Stock Awards and Option Awards for Other NEOs   Average Inclusion of Pension Service Cost for Other NEOs   Average Inclusion of Equity Values for Other NEOs   Average Compensation Actually Paid to Other NEOs 2023   $4,523,047   $(73,164)   $(3,228,937)   $17,778   $2,865,069   $4,103,793 2022   $5,007,016   $(46,106)   $(3,363,826)   $22,217   $83,148   $1,702,449 2021   $4,395,745   $(45,384)   $(2,548,372)   $23,204   $8,237,139   $10,062,332 2020   $2,887,147   $(60,943)   $(1,728,351)   $7,049   $1,946,240   $3,051,142 IQVIA HOLDINGS INC.    20222024 Proxy Statement 97112 Back to Contents The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables: Year   Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO   Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO   Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO   Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO   Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO   Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for PEO   Total - Inclusion of Equity Values for PEO 2023   $22,020,972   $1,379,297   0   $11,485,356   0   0   $34,885,625 2022   $16,869,138   $(15,553,971)   0   $(3,976,217)   0   0   $(2,661,050) 2021   $34,647,149   $25,065,538   0   $18,849,400   0   0   $78,562,087 2020   $20,767,428   $8,585,982   0   $6,241,832   0   0   $35,595,242 Year   Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Other NEOs   Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Other NEOs   Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Other NEOs   Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Other NEOs   Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Other NEOs   Average Value of Dividends or Other Earnings Paid on Stock or Option Awards Not Otherwise Included for Other NEOs   Total - Average Inclusion of Equity Values for Other NEOs 2023   $2,411,696   $153,127   0   $1,274,065   $(973,819)   0   $2,865,069 2022   $2,660,228   $(2,066,942)   0   $(510,138)   0   0   $83,148 2021   $4,763,789   $2,005,653   0   $1,467,697   0   0   $8,237,139 2020   $1,707,797   $336,729   0   $149,599   $(247,885)   0   $1,946,240 (4) The peer group for each listed fiscal year consists of the companies listed as our compensation benchmarking peer group in the Compensation Discussion & Analysis specific for that fiscal year. For 2020 and 2021 the companies included Bausch Health Companies Inc., Boston Scientific Corporation, Cognizant Technology Solutions Corporation, Fiserv, Inc., Laboratory Corporation of America Holdings, Nielsen Holdings plc, Quest Diagnostics Incorporated, Regeneron Pharmaceuticals, Inc., Salesforce, Inc., S&P Global Inc., and Thomson Reuters Corporation (but excludes Allergan plc, acquired by AbbVie Inc. on May 8, 2020). For 2022, all of these companies were included except Nielsen Holdings plc. For 2023, the companies included AbbVie Inc., Accenture plc, Agilent Technologies, Inc., Amgen Inc., Avantor, Inc., Biogen Inc., Bristol Myers Squibb Co., Cognizant Technology Solutions Corp., Danaher Corporation, Eli Lilly & Co., Gartner, Inc., Gilead Sciences, Inc., International Business Machines Corp., ICON Plc, Laboratory Corp of America Holdings, Merck & Co., Inc., Moderna, Inc., Pfizer Inc., Regeneron Pharmaceuticals, Inc., Thermo Fisher Scientific, Inc., Vertex Pharmaceuticals Inc., and Zoetis Inc. (5) The Company has identified Adjusted Diluted EPS Growth as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the Other NEOs in 2023 to the Company’s performance. See Appendix A in this Proxy Statement for a reconciliation of Adjusted Diluted EPS Growth, a non-GAAP measure, to the most directly comparable GAAP measure. (6) Adjusted Diluted EPS Growth was chosen from the following four most important financial performance measures used by the Company to link compensation actually paid to the PEO and other NEOs in 2023 to the Company’s performance: Performance Metrics Adjusted Diluted EPS Growth (as defined in “Compensation Discussion & Analysis—Elements of Compensation—Short-Term Incentive Awards”, described on page 68) Relative Total Stockholder Return (as defined in “Compensation Discussion & Analysis—Elements of Compensation— Long-Term Incentive Awards”, described on page 71) Revenue (as defined in “Compensation Discussion & Analysis—Elements of Compensation—Short-Term Incentive Awards”, described on page 68) Adjusted EBITDA (as defined in “Compensation Discussion & Analysis—Elements of Compensation—Short-Term Incentive Awards”, described on page 68) IQVIA HOLDINGS INC.    2024 Proxy Statement 113 Back to Contents In the “Compensation Discussion and Analysis” section of this Proxy Statement, we provide greater detail on the elements of our executive compensation program and our “pay-for-performance” compensation philosophy. We believe the Company’s executive compensation program and the executive compensation decisions included in the 2023 Summary Compensation Table and related disclosures appropriately reward our PEO and the Other NEOs for Company and individual performance, assist the Company in retaining our senior leadership team and support long-term value creation for our stockholders. The values included in the columns for Compensation Actually Paid to our PEO and the Other NEOs, calculated in accordance with Item 402(v) of SEC Regulation S-K, in each of the fiscal years reported above and over the four-year cumulative period shows how the compensation awarded fluctuated year-over-year, primarily based on our stock price as of the last day of the listed fiscal year, among other factors. As the values change considerably from year-to-year based on stock price performance, they further demonstrate the “pay-for-performance” compensation philosophy of our executive compensation program. As the table demonstrates, the compensation of our PEO and the Other NEOs is higher when our stock price performs well, and lower when the stock price does not perform as well, demonstrating the clear alignment of interests of our PEO and the Other NEOs and our stockholders. Given a significant amount of the values in the columns for Compensation Actually Paid to our PEO and the Other NEOs are based on our stock price as of a particular date in time, and specifically under the SEC rules, required to be the last day of the listed fiscal year, it is important to note that the values could have been dramatically different if other dates were chosen. To illustrate, in 2020, our stock price fluctuated from a low of $81.79 per share to a high of $180.99, with the closing share price on December 31, 2020, representing 98.99% of our 52-week high for 2020. In 2021, our stock price fluctuated from a low of $170.00 per share to a high of $285.61, with the closing share price on December 31, 2021, representing 98.79% of our 52-week high for 2021. In 2022, our stock price fluctuated from a low of $165.75 per share to a high of $282.52, with the closing share price on December 31, 2022, representing 72.52% of our 52-week high for 2022. And finally, in 2023, our stock price fluctuated from a low of $167.42 per share to a high of $241.86, with the closing share price on December 31, 2023, representing 95.67% of our 52-week high for 2023. Accordingly, the values in the columns for Compensation Actually Paid to our PEO and the Other NEOs could have been significantly less if other dates were chosen or if our stock price happened to be lower on the last day of the listed fiscal year. IQVIA HOLDINGS INC.    2024 Proxy Statement 114 Back to Contents Relationship Between Compensation Actually Paid and Performance Measures In light of the significant weighting of long-term stock-based incentives in our pay mix due to the intended alignment between our named executive officers and stockholders, the Compensation Actually Paid values are significantly influenced by the value of IQVIA’s stock price. The table below reflects the relationship between the PEO and the average Other NEO compensation actually paid and the performance measures shown in the pay versus performance table from 2020 to 2023: Period   Compensation Actually Paid to PEO     Average Compensation Actually Paid to Other NEOs     IQVIA’s TSR     Peer Group TSR     Net Income     Adj. Diluted EPS Growth   2020 to 2023   (5%)   35%   50%   71%   387%   60% • Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Cumulative TSR. From 2020 to 2023, the compensation actually paid to our PEO decreasedby 5% and the average of the compensation actually paid to the Other NEOs increased by 35%, compared to a 50% increasein our TSR over the same time period. • Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Net Income. From 2020 to 2023, the compensation actually paid to our PEO decreasedby 5% and the average of the compensation actually paid to the Other NEOs increased by 35%, compared to a 387% increasein our Net Income over the same time period. • Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Adjusted Diluted EPS Growth. From 2020 to 2023, the compensation actually paid to our decreasedby 5% and the average of the compensation actually paid to the Other NEOs increasedby 35%, compared to a 60% increasein our Adjusted Diluted EPS over the same time period. • Relationship Between the Company’s TSR and the Peer Group TSR. The TSR for the peer group disclosed in the table above increasedby 71% from 2020 to 2023 as compared to the Company’s TSR, which increasedby 50% over the same time period.   IQVIA HOLDINGS INC.    2024 Proxy Statement 115 Back to Contents PROPOSAL NO. 4 3 Stockholder Proposal: Majority Voting Transparency in Uncontested Director ElectionsPolitical Spending In accordance with SEC rules, we have set forth below a stockholder proposal, along with the supporting statement of the stockholder proponent, for which the Company and the Board accept no responsibility. The stockholder proposal is required to be voted on at our 20222024 Annual Meeting only if properly presented at our 20222024 Annual Meeting. Myra K. Young, 9295 Yorkship Court, Elk Grove, California 95758, John Chevedden, the beneficial owner of at least $2,000 in market value of the Company’s common stock on the date the proposal was submitted and for at least the preceding year, has notified the Company of hertheir intent to present the following proposal at the 20222024 Annual Meeting. Stockholder Proposal 3 – Transparency in Political Spending Resolved, Shareholders request that IQVIA provide a report, updated semiannually, disclosing the Company’s: 1. Policies and procedures for making, with corporate funds or assets, contributions and expenditures (direct or indirect) to (a) participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, or (b) influence the general public, or any segment thereof, with respect to an election or referendum. 2. Monetary and non-monetary contributions and expenditures (direct and indirect) used in the manner described in section 1 above, including: A. The identity of the recipient as well as the amount paid to each; and B. The title(s) of the person(s) in the Company responsible for decision-making. The report shall be presented to the board of directors or relevant board committee and posted on the Company’s website within 12 months from the date of the annual meeting. This proposal does not address spending on lobbying. Supporting Statement Resolved: Shareholders As a long-term shareholder of IQVIA, HoldingsI support transparency and accountability in corporate electoral spending. This includes any activity considered intervention in a political campaign under the Internal Revenue Code, such as direct and indirect contributions to political candidates, parties, or organizations, and independent expenditures or electioneering communications on behalf of federal, state, or local candidates. A company’s reputation, value, and bottom line can be adversely impacted by political spending. The risk is especially serious when giving to trade associations, Super PACs, 527 committees, and “social welfare” organizations – group that routinely pass money to or spend on behalf of candidates and political causes that a company might not otherwise wish to support.  The Conference Board’s 2021 “Under a Microscope” report details these risks, recommends the process suggested in this proposal, and warns “a new era of stakeholder scrutiny, social media, and political polarization has propelled corporate political activity – and the risks that come with it – into the spotlight. Political activity can pose increasingly significant risks for companies, including the perception that political contributions – and other forms of activity – are at odds with core company values.” This proposal asks IQVIA to disclose all of its electoral spending, including payments to trade associations and other tax-exempt organizations which may be used for electoral purposes – and are otherwise undisclosed. This would bring our Company in line with a growing number of leading companies, including Cognizant Technology Solutions Corporation, Fiserv, Inc. (‘Company’) requestand Regeneron Pharmaceuticals, Inc., which present this information on their websites. Without knowing the recipients of our company’s political dollars shareholders cannot sufficiently assess whether our company’s election-related spending aligns or conflicts with its policies on climate change and sustainability, or other areas of concern. Please support this important governance reform.  IQVIA HOLDINGS INC.    2024 Proxy Statement 116 Back to Contents IQVIA’s Statement in Opposition After careful consideration, the Board unanimously recommends a vote AGAINST this proposal for the reasons provided below: IQVIA has procedures in place to provide appropriate oversight of our limited corporate political contributions and has recently increased transparency of our political spending. IQVIA has historically engaged in very limited corporate political contributions, even less engagement with individual campaigns and has not used any corporate funds for political contributions to federal candidates or national political parties.  We also do not have a political action committee.  Proposal No. 3 focuses primarily on obtaining enhanced disclosures on policies and procedures for contributing to candidates for public office, influencing elections and identifying such contributions and expenditures and does not seek additional disclosures on lobbying activities. While IQVIA has already publicly disclosed certain of its policies and procedures around political contributions in its Code of Conduct, including that no IQVIA employee nor anyone acting on the Company’s behalf may make any direct or indirect political contribution or expenditure on behalf of IQVIA unless authorized in writing by the Legal Department, we have recently decided to publish our Political Activity Policy and our Political Spend Report on our website at ir.iqvia.com and intend to update the report on an annual basis. This Policy and Report complement our Code of Conduct and Political Campaign and Government Affairs Activities Policy, which govern how IQVIA employees may participate in civic and political activities on their own time in a way that makes clear that such personal activities are not done on behalf of IQVIA. IQVIA’s Political Activity Policy generally prohibits the use of corporate funds for political contributions to U.S. state and local candidates and committees or ballot measure committees, unless approved in advance by the Company’s General Counsel. The Nominating and Governance Committee of the IQVIA Board of Directors amend our(the N&G Committee) is responsible for overseeing the Company’s public affairs and public policy initiatives and periodically reviewing the Company’s policies, articles of incorporation and/or bylawsactivities and expenditures with respect to provide that director nominees be electedpolitical contributions. Furthermore, the Company has recently published on its website a Political Spend Report, which was reviewed and approved by the affirmative voteN&G Committee, including the very limited state contributions and expenditures made by the Company in the U.S. (including to trade associations and other tax-exempt and similar organizations that may engage in political activity). Our Political Spend Report shows that where we do participate in trade associations, we prioritize those that are directly aligned with our mission to accelerate innovation for a healthier world. In 2023, we had memberships in only three U.S. trade associations where dues exceeded $50,000 and all three—Association of Clinical Research Organizations, Real World Evidence Alliance and Healthcare Leadership Council—were directly aligned with our mission, and none of the majority of votes cast,dues exceeded $200,000.  Given the existing oversight controls we already have in place, the Company’s limited corporate political contributions, and our recently enhanced transparency, the information requested by the proposal would not provide stockholders with a plurality vote standard retained for contested director elections, that is, whenany additional meaningful information. Our Political Activity Policy and Political Spend Report are available on our investor relations website: ir.iqvia.com. To further illustrate how our current policies already implement the number of director nominees exceedsproposal, 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,following chart shows 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%principal aspects 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.proposal and how IQVIA is fulfilling each: In 2019 and 2020 majority shares voted 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. Stockholder Proposal Requests Action Taken by IQVIA The Company provide a report, updated semiannually, that is presented to the board of directors or relevant board committee and posted on the Company’s website. •   Beginning in February 2024, IQVIA disclosed on its investor relations website, and will continue to post on an annual basis, a Political Spend Report including state and local contributions and expenditures and U.S. trade association dues made by the Company as well as the non-deductible portion of the dues as reported by the relevant trade association. • The Political Spend Report will be reviewed and approved by the N&G Committee annually. We believe an annual frequency is appropriate given our limited corporate political contributions. Vanguard, our largest shareholders, includes the following in their proxy voting guidance: “If the company has plurality voting, a fund will typically vote for shareholder proposals requiring majority vote for election of directors.” BlackRock’s proxy voting guidelines include the following: “Majority voting standards assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives.” Many other large shareholders have similar proxy voting policies. This request should be seen in the context that our Company does not allow shareholders to call special meeting or act by written consent, and does not provide shareholders with the right to proxy access. Our board is locked into an outdated governance structure that reduces accountability to shareholders, increasing the likelihood of stagnation. We should not risk Zombies on Board: Investors Face the Walking Dead (https://www.msci.com/www/blog-posts/zombies-on-board-investors-face/02161045315). ToEnhanceShareholderValue,VoteFOR ElectDirectorsbyMajorityVote-Proposal4 IQVIA HOLDINGS INC.    2024 Proxy Statement 117 Back to Contents Stockholder Proposal Requests Action Taken by IQVIA Disclose the policies and procedures formaking, with corporate funds or assets, contributions and expenditures (direct or indirect) to participate or intervene in any   campaign on behalf of (or in opposition to) any candidate for public office. • IQVIA HOLDINGS INC.    2022 Proxy Statementdoes not have a Company-sponsored political action committee. In accordance with U.S. federal election law, IQVIA does not use corporate funds for political contributions to federal candidates, national political parties or committees of such parties. •   IQVIA does not make corporate contributions to state or local candidates or committees or ballot measure committees, unless approved by the General Counsel. The N&G Committee receives periodic updates from the General Counsel and approves the Company’s Political Spend Report, which is updated annually. •   Our Political Activity Policy and our Political Spend Report are available on our investor relations website at ir.iqvia.com. Disclose the policies and procedures formaking, with corporate funds or assets, contributions and expenditures (direct or indirect) to influence the general public, or any segment thereof, with respect to an election or referendum. 98 •   Beginning in February 2024, IQVIA disclosed its Political Activity Policy and its Political Spend Report on its investor relations website, and will continue to post on an annual basis, the Political Spend Report including state and local contributions and expenditures and trade association dues made by the Company in the United States for the year. •   IQVIA does not make any independent expenditures or electioneering communications, nor does it contribute to any organizations for the purpose of funding such efforts, unless approved by the General Counsel. Disclose the monetary and non-monetary contributions and expenditures (direct and indirect) used to participate or intervene in any campaign on behalf of (or in opposition to) any candidate for public office, including: the identity of the recipient as well as the amount paid to each; and the title(s) of the person(s) in the Company responsible for decision-making. •   On an annual basis, IQVIA will post on its investor relations website a Political Spend Report including state and local contributions and expenditures and U.S. trade association dues in excess of $50,000 made by the Company as well as the non-deductible portion of the dues as reported by the relevant trade association. We believe this threshold for trade association dues provides appropriate transparency of the payments most relevant to our stockholders. •   Disclosure of trade association dues below this threshold would create unnecessary administrative burden and would not provide decision-useful information to our stockholders. Disclose the monetary andnon-monetary contributions and expenditures (direct and indirect) used to influence the general public, or any segment thereof, with respect to an election or referendum, including: the identity of the recipient as well as the amount paid to each; and the title(s) of the person(s) in the Company responsible for decision-making. •   On an annual basis, IQVIA will post on its investor relations website a Political Spend Report including state and local contributions and expenditures and U.S. trade association dues in excess of $50,000 made by the Company as well as the non-deductible portion of the dues as reported by the relevant trade association. We believe this threshold for trade association dues provides appropriate transparency of the payments most relevant to our stockholders. •   Disclosure of trade association dues below this threshold would create unnecessary administrative burden and would not provide decision-useful information to our stockholders. Back to Contents IQVIA’s Statement in Opposition Board Recommendation After thoughtful consideration, For the foregoing reasons, our Board believes that the Company’s current methodapproval of electing directorsthis stockholder proposal is not in the best interests of stockholders or the Company and its stockholders. As a result, the Board recommends voting “against”that you vote AGAINST this 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 express 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 • providing for stockholder proxy access • accelerating a say-on-frequency vote • adopted annual say-on-pay • if approved at the 2022 Annual Meeting, declassifying our Board and empowering 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 racially 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 review 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 best interest of the Company and its stockholders to maintain the current method of electing directors and therefore opposes this stockholder proposal. 3.   Against THE BOARD UNANIMOUSLY RECOMMENDS THAT TO ENHANCE STOCKHOLDER VALUE VOTE “AGAINST” THIS PROPOSAL.   IQVIA HOLDINGS INC.    20222024 Proxy Statement 99118 Back to Contents Back to Contents PROPOSAL NO. 5 4 Ratification of the Appointment of the Independent Registered Public Accounting Firm The Audit Committee has appointed PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the year ending December 31, 2022.2024. 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 20222024 Annual Meeting and is free to make statements during the 20222024 Annual Meeting. The Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. However, if the stockholders do not ratify the appointment, the Audit Committee may investigate the reasons for stockholder rejection and may consider whether to retain PricewaterhouseCoopers or to appoint another independent registered public accounting firm. Even if the appointment is ratified, the Audit Committee may, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of our stockholders or the Company.   For THE BOARD RECOMMENDS A VOTE “FOR”RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLPLLP. IQVIA HOLDINGS INC.    2024 Proxy Statement 119 Back to Contents IQVIA HOLDINGS INC.    2022 Proxy Statement 100 Back to Contents Audit Audit Committee Report The Audit Committee has selected PricewaterhouseCoopers as our independent registered public accounting firm for the year endedending December 31, 2022.2024. The Board will ask our stockholders to ratify this selection at the 20222024 Annual Meeting. PricewaterhouseCoopers served as our independent registered public accounting firm for the years ended December 31, 2021,2023, and 2020.2022. 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 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 2021 Annual Report on Form 10-K for filing with the SEC.year ended December 31, 2023.   TheAuditCommittee James A. Fasano, Chair Carol J. Burt Colleen A. Goggins John M. Leonard, M.D. Ronald  Sheila A. RittenmeyerStamps IQVIA HOLDINGS INC.    2024 Proxy Statement 120 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 101 Back to Contents Fees Paid to Independent Registered Public Accounting Firm PricewaterhouseCoopers has served as our independent auditor for the years ended December 31, 2021,2023, and 2020.2022. In addition to rendering audit services during those two years, PricewaterhouseCoopers performed various non-audit services for us worldwide. Audit and Other Fees for Past Two Fiscal Years The following table sets forth the aggregate fees billed to the Company for services rendered by PricewaterhouseCoopers for the 2021fiscal years 2023 and 2020 fiscal years.2022.   (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     (in thousands)     2023   2022 Audit fees(1)   $9,140   $8,850 Audit-related fees(2)   127   135 Tax fees(3)   3,500   1,200 All other fees(4)   20   20 TOTAL   $12,787   $10,205 (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, 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 must 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 must 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 20212023 without pre-approval. The Audit Committee has considered the compatibility of non-audit services performed by PricewaterhouseCoopers with its independence and has concluded that the provision of non-audit services by PricewaterhouseCoopers is compatible with that firm maintaining its independence from us and our management. IQVIA HOLDINGS INC.    2024 Proxy Statement 121 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 102 Back to Contents Security Ownership of Certain Beneficial Owners and Management The Unless otherwise indicated, the following table sets forth information relating to the beneficial ownership of our common stock as of February 15, 2022,January 31, 2024, 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 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. 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, each person named in the table has 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 190,915,073181,508,592 shares of our common stock outstanding as of February 15, 2022.January 31, 2024. Shares of our common stock that a person has the right to acquire within 60 days of February 15, 2022,January 31, 2024, 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 Heights2400 Ellis Road, Danbury, Connecticut 06810.Durham, North Carolina 27703.  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     Shares Beneficially Owned Name of Beneficial Owners   Number   Percent 5% stockholders:         The Vanguard Group(1)   21,077,827   11.6% BlackRock, Inc.(2)   15,166,087   8.4% Harris Associates L.P.(3)   9,747,869   5.4% Directors and named executive officers:         Ari Bousbib(4)    2,435,926   1.3% Ronald E. Bruehlman(5)    91,400   * W. Richard Staub, III(6)   38,113   * Kevin C. Knightly(7)    112,583   * Eric M. Sherbet(8)    91,249   * Costa Panagos(9)   14,250   * Carol J. Burt(10)    5,962   * John P. Connaughton(11)   —   — John G. Danhakl(12)    147,985   * James A. Fasano(13)   1,063   * Colleen A. Goggins(14)    13,561   * John M. Leonard(15)    12,736   * Leslie Wims Morris(16)    3,063   * Todd B. Sisitsky(11)    —   — Sheila A. Stamps(17)    2,058   * All executive officers and directors as a group (16 persons)(18)    2,971,639   1.6% IQVIA HOLDINGS INC.    2024 Proxy Statement 122   IQVIA HOLDINGS INC.    2022 Proxy Statement 103 Back to Contents Back to Contents * 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, 2022,13, 2024, which reported holdings as of December 31, 2021.29, 2023. The Schedule 13G states that The Vanguard Group has shared voting power with respect to 312,773242,171 shares, sole dispositive power with respect to 20,189,42020,291,634 shares, and shared dispositive power with respect to 780,987786,193 shares. The principal business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355. (2) As reported by BlackRock, Inc. in a Schedule 13G filed with the SEC on February 7, 2022,January 25, 2024, which reported holdings as of December 31, 2021.2023. The Schedule 13G states that BlackRock, Inc. has sole voting power with respect to 13,613,37013,884,087 shares and sole dispositive power with respect to 15,139,66215,166,087 shares. The principal business address of BlackRock, Inc. is 55 East 52nd Street,50 Hudson Yards, New York, NY 10055. 10001. (3) As reported by Harris Associates L.P. in a Schedule 13G filed with the SEC on February 14, 2024, which reported holdings as of December 31, 2023. The Schedule 13G states that Harris Associates L.P. has sole voting power with respect to 7,848,356 shares and sole dispositive power with respect to 9,747,869 shares. The principal business address of Harris Associates L.P. is 111 South Wacker Drive, Suite 4600, Chicago, IL 60606. (4) Includes 892,8671,106,645 shares underlying stock appreciation rights that are currently exercisable or scheduled to vest within 60 days and 14,872 shares underlying restricted stock units scheduled to vest within 60 days of February 15, 2022.January 31, 2024. Of the shares beneficially owned, 543,302 shares of common stock are held in trust for the benefit of members of Mr. Bousbib’s family. (4) (5) Includes 8,90048,133 shares underlying stock appreciation rights that are currently exercisable or scheduled to vest within 60 days and 4,185 shares underlying restricted stock units scheduled to vest within 60 days of February 15, 2022.January 31, 2024. Of the shares beneficially owned, 11,88011,893 shares of common stock are held in Ronald E. Bruehlman Revocable Trust. (5) (6) Includes 37,5637,989 shares underlying stock appreciation rights that are currently exercisable or scheduled to vest within 60 days and 1,292 shares underlying restricted stock units scheduled to vest within 60 days of February 15, 2022. (6) January 31, 2024. (7) Includes 89,17288,143 shares underlying stock appreciation rights that are currently exercisable or scheduled to vest within 60 days and 1,321 shares underlying restricted stock units scheduled to vest within 60 days of February 15, 2022, andJanuary 31, 2024. Also includes 18,566 notional shares held under the IMS Health DCERP. (7) (8) Includes 48,09069,577 shares underlying stock appreciation rights that are currently exercisable or scheduled to vest within 60 days and 1,447 shares underlying restricted stock units scheduled to vest within 60 days of February 15, 2022. (8) January 31, 2024. (9) As reported in a Form 4 filed with the SEC on September 21, 2023, which reported holdings as of September 19, 2023. Mr. Panagos exited the Company on September 25, 2023. (10) Consists of 3,9045,962 shares of common stock held in Carol Burt Hilliard Revocable Trust. (9) (11) Messrs. Connaughton and Sisitsky do not participate in the non-employee director compensation program, and therefore do not receive annual equity awards. (12) Consists of 24,34426,402 shares of common stock held in trust for the benefit of members of Mr. Danhakl’s family, 120,000 shares of common stock held by the Danhakl Family Foundation, of which Mr. Danhakl is a trustee and 6071,583 notional shares held under the IQVIA Holdings Inc. Non-Employee Director Deferral Plan. (10) (13) Consists of 8,1851,063 shares of common stock issued pursuant to Company stock incentive plans. (14) Consists of 10,243 shares of common stock issued pursuant to Company stock incentive plans and 2,2183,318 notional shares held under the IQVIA Holdings Inc. Non-Employee Director Deferral Plan. (11) (15) Consists of 10,67812,736 shares of common stock issued pursuant to Company stock incentive plans. (12) (16) Consists of 104 notional shares held under the IQVIA Holdings Inc. Non–Employee Director Deferral Plan. (13) Consists of 12,5382,058 shares of common stock issued pursuant to Company stock incentive plans and 1,005 notional shares held under the IQVIA Holdings Inc. Non-Employee Director Deferral Plan. (17) Consists of 2,058 shares of common stock issued pursuant to Company stock incentive plans. (14) (18) Includes 1,088,4031,321,552 shares underlying stock appreciation rights that are currently exercisable or scheduled to vest within 60 days,18,566days, 23,306 shares underlying restricted stock units scheduled to vest within 60 days, 18,566 notional shares held under the IMS Health DCERP and 2,9295,906 notional shares held under the IQVIA Holdings Inc. Non-Employee Director Deferral Plan. IQVIA HOLDINGS INC.    2024 Proxy Statement 123 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 104 Back to Contents Certain Relationships and Related Person Transactions Related Party Transactions Approval Policy We have adopted a written policy assigning responsibility to our Audit Committee 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 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; their relationship to the Company; their interest and role in the transaction; the proposed terms of the transaction, including materiality and character of the related party’s direct or indirect interest; the benefits and perceived benefits, or lack thereof, to the Company and the related party; the availability to the Company of alternative means or transactions by which to obtain like benefits; terms that would prevail in a similar transaction with an unaffiliated third party; the actual or apparent conflict of interest of the related 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 In connection with the 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”). The funds originally party to the Shareholders Agreement are sometimes referred to as the “SHA Parties” in this Proxy Statement, but CPPIB is the only remaining party to the Shareholders Agreement. 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 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, at 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.    2024 Proxy Statement 124   IQVIA HOLDINGS INC.    2022 Proxy Statement 105 Back to Contents Corporate 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 one 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. 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. Back to Contents IQVIA HOLDINGS INC.    2022 Proxy Statement 106 Back to Contents About the 2022 2024  Annual Meeting   Who is entitled to vote at the 20222024 Annual Meeting? How many shares can I vote? Only stockholders of record on February 15, 2022, the record date for the 2022 Annual Meeting,20, 2024, are entitled to receive notice of and to vote at the 20222024 Annual Meeting. On that date, we had 190,912,001 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. On February 20, 2024, there were 182,013,590 shares of common stock outstanding. Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? In accordance with rules adopted by the SEC, we may furnish proxy materials, including this proxy statement and our most recent Annual Report on Form 10-K, to our stockholders by providing access to such documents online instead of mailing printed copies. Most stockholders will not receive printed copies of the proxy materials unless they request them. Instead, a Notice of Internet Availability of Proxy Materials, which was mailed to the holders of our common stock, will instruct you as to how you may access and review all of the proxy materials online. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy online. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice of Internet Availability of Proxy Materials. What constitutes a quorum? 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 (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. What proposals will be voted on at the 20222024 Annual Meeting? How does the Board recommend that I vote? What vote is required to approve each item of business? The chart below summarizes the items of business for the 20222024 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 these proposals at the 20222024 Annual Meeting. Proposal Board Recommendation Board Recommendation Vote Required Effect of Abstentions and Broker Non-Votes Election of four Class III Directors for a three-year term six director nominees to one-year terms FOR each nominee Plurality Majority 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 Majority of shares present in person or presented by proxy at the meeting and entitled to vote on the matter Abstentions treated as votes “against” and broker non-votes will have no effect Advisory (non-binding) vote to approve our executive compensation (say-on-pay) FOR FOR Not Applicable((1)1) No effect Consider a stockholderStockholder proposal, if properly presented AGAINST AGAINST Not Applicable((1)1) No effect Ratification of PricewaterhouseCoopers LLP as our independent auditorregistered public accounting firm for 2022 2024 FOR FOR Majority of votes cast No effect (1) Because Given this is an advisory vote, there is no required approval.approval threshold. IQVIA HOLDINGS INC.    2024 Proxy Statement 125 Back to Contents Majority Voting Standard for Election of Directors Our Bylaws provide that directorsDirectors are elected by receiving a pluralitymajority of the votes cast in uncontested elections, which means the number of shares voted “for” a director nominee must exceed the number of shares voted “against” that director nominee. Any incumbent director who fails to receive a majority of votes cast 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 2022 Annual Meeting. Our Corporate Governance Guidelines provide that, in an uncontested election (an election in which the number of nominees does not exceed the number of directorsmust tender his or her resignation to be 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 must promptly tender a resignation from the Board. The N&G Committee will make a recommendation to the Board whether to accept or reject the tendered resignation, or whether other action should be taken. The N&G Committee and the Board, in making its recommendation or decision, as applicable, must consider what it believes is in the best interests of the Company and its stockholders, and may consider any IQVIA HOLDINGS INC.    2022 Proxy Statement 107 Back to Contents factor or other information it deems relevant. The Board will act on the tendered resignation, taking into account the N&G Committee’s recommendation, and will publicly disclose its decision regarding the resignation within 90 days after the results of the election are certified. If In a contested election, directors are elected by a plurality of the resignationvotes cast. A contested election is not accepted,a situation in which the director may serve his or her term until such director’s successornumber of nominees exceeds the number of directors to be elected. Whether an election is elected and qualified.contested is determined ten days in advance of when we file our definitive Proxy Statement with the SEC. 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,on the books and records of our transfer agent, Equiniti Trust Company, LLC (Equiniti), 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 Materials 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. 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. How do stockholders vote? If you are a stockholder of record, you may vote your shares in any of the following ways: In person You may attend the 20222024 Annual Meeting and cast your vote there. If you have already voted online, by telephone or by mail, your vote at the 20222024 Annual Meeting will supersede your prior vote. By proxy 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 1-201-299-4446 from foreign countries from any touch-tone telephone and following 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. The Internet and telephone voting facilities for stockholders of record will close at www.voteproxy.com;11:59 p.m. E.D.T. on April 15, 2024.  IQVIA HOLDINGS INC.    2024 Proxy Statement 126 Back to Contents • 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 following 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 11,2022. If you are a beneficial owner holding shares in street name, please refer to your proxy card or the voting instruction 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 on ProposalsProposal Nos. 1, 2 3, or 43 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 5No. 4 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. If 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 withheldagainst or to abstain from voting on 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 20222024 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. IQVIA HOLDINGS INC.    2022 Proxy Statement 108 Back to Contents It is possible that items of business other than those listed above may be brought before stockholders at the 20222024 Annual Meeting. The 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 20222024 Annual Meeting that was timely in accordance with our Bylaws. If I vote by proxy, may I still attend the 20222024 Annual Meeting? Voting over the Internet, by telephone or by sending in a signed proxy card will not prevent you from attending the 20222024 Annual Meeting and voting in person. Who can attend the 20222024 Annual Meeting? Any Company stockholder as of the close of business on February 15, 2022,20, 2024, 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 Heights2400 Ellis Road, Danbury, Connecticut 06810.Durham, North Carolina 27703. How can I revoke a proxy? 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 must be filed with the Secretary by the time the 20222024 Annual Meeting begins), or by attending the 20222024 Annual Meeting and voting in person. IQVIA HOLDINGS INC.    2024 Proxy Statement 127 Back to Contents Who is paying the costs of this proxy solicitation? Proxies will be solicited by the Company on behalf of the Board by mail, telephone, other electronic means or in person, and we will pay the solicitation 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 20222024 Annual Meeting? ASTEquiniti will receive and tabulate the vote in connection with the 20222024 Annual Meeting. Representatives of ASTEquiniti 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. ASTEquiniti 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 20222024 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 Back to Contents Why did my household only receive one paper copy of the Notice? How can I obtain an additional copy of the proxy materials? 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 20212023 Annual Report on Form 10-K 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 20212023 Annual Report on Form 10-K, stockholders may write or call us at the following: Investor Relations Department 83 Wooster Heights 2400 Ellis Road Danbury, Connecticut 06810 Durham, North Carolina 27703 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. IQVIA HOLDINGS INC.    2024 Proxy Statement 128 Back to Contents How can I reduce the number of proxy materials I receive? If more than one copy of this Proxy Statement and our 20212023 Annual Report on Form 10-K 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. How can I receive electronic access to proxy materials? If you hold shares registered in your name, you may sign up at www.investordelivery.comto 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 2021our 2023 Annual Report on Form 10-K and this 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. If I cannot attend the 20222024 Annual Meeting, what are the deadlines for voting? IfyouchoosetovoteovertheInternetorbytelephone,youmustcompletetheprocessnolaterthan11:59 p.m.E.D.T.onMonday,April11,2022. 15, 2024. 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 11, 2022.15, 2024. IQVIA HOLDINGS INC.    2024 Proxy Statement 129   IQVIA HOLDINGS INC.    2022 Proxy Statement 110 Back to Contents Back to Contents Other Relevant Information Compensation Committee Interlocks and Insider Participation None of the members of the LDC Committee have at any time been an officer or employee of the Company or any of its subsidiaries. During 2021,2023, none of our executive officers served as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving as a member of our Board or LDC Committee. Delinquent Section 16(a) ReportsOverview of Russian Operations Our officers, directors and greater than 10% stockholders are required under Section 16(a) of the Exchange Act, to file with the SEC reports of their ownership and changes of their ownership Historically, our operations in Russia have represented an immaterial portion of our securities. They must also furnish copiesoverall business, largely focused on supporting global pharmaceutical companies conducting clinical studies in the country. Decisions on whether to conduct a clinical study in a particular country are made by the global pharmaceutical companies sponsoring the applicable studies. Clinical trial investigators are responsible for the overall conduct of the reports to us. Based solely on a review of the copies of such forms furnished to the Company, 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 asclinical study at a result of two separate purchases of Company shares totaling 17 shares and the disposition of four shares of Company stockparticular study site. IQVIA’s primary role in supporting clinical studies on behalf of Mr. Bruehlman. Inour pharmaceutical customers is to provide oversight of the conduct, safety, and integrity of the clinical studies across all such instances,sites where the transactionsstudies are being conducted.  At the outset of the conflict between Russia and Ukraine, for studies in start-up or early phase in Russia, we provided recommendations to our customers to redirect patient recruitment away from Russia to other countries based on consultations with our customers. At the same time, for studies that had already enrolled Russian patients into studies, we consulted with customers about the safety impact of discontinuing ongoing studies in Russia. We, and our customers, recognized ethical and regulatory obligations in connection with the safety of Russian subjects who entrusted their health and wellbeing to the physician investigators and trial sponsors conducting clinical research. This requires IQVIA and our customers to continue an ongoing and appropriate level of oversight for some studies already underway in Russia. Failure to do so could potentially jeopardize the safety of patients as well as fail to detect important medical effects of the therapies being investigated, which would have a deleterious impact on patients around the world. Decisions to continue or discontinue a clinical study in Russia, or elsewhere, are principally the responsibility of our customers and we are largely guided by their decisions to commence or discontinue trials in compliance with applicable laws. Our business in Russia continues to decline as studies that were made without Mr. Bruehlman’s knowledge by an independent financial broker/advisor who manages an investment account on Mr. Bruehlman’s behalf.in-flight at the time the conflict began are completed.  Other Matters We know of no matters, other than those referred to in this Proxy Statement, thatwhich will be presented at the 20222024 Annual Meeting. If, however, any other appropriate business is properly presented at the 20222024 Annual Meeting, the individuals named in the enclosed proxy card will have discretion to vote on those matters for you. Stockholder Proposals and Nominees for 20232025 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 20232025 annual meeting of stockholders the proposal must be received by us, marked to the attention of Secretary of the Company at 83 Wooster Heights2400 Ellis Road, Danbury, Connecticut 06810Durham, North Carolina 27703 by October 31 , 2022.26, 2024. As the rules of the SEC make clear, merely submitting a proposal does not guarantee it will be included in our proxy statement. Our Bylaws provide for a right of proxy access. The 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 or two 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  IQVIA HOLDINGS INC.    2024 Proxy Statement 130 Back to Contents set forth in our Bylaws. Stockholders seeking to have one or more nominees included in our 20232025 proxy statement must deliver the notice required by our Bylaws to the attention of Secretary of the Company at 83 Wooster Heights2400 Ellis Road, Danbury, Connecticut 06810Durham, North Carolina 27703 between October 1 , 2022,September 26, 2024, and October 31 , 2022.26, 2024. IQVIA HOLDINGS INC.    2022 Proxy Statement 111 Back to Contents Under our Bylaws, and as permitted by SEC rules, a stockholder must follow certain procedures to nominate candidates for election as directors or to introduce an item of business at an annual meeting of stockholders, even if those matters will not be included in our proxy statement for that meeting. Any such nomination or 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 Heights2400 Ellis Road, Danbury, Connecticut 06810.Durham, North Carolina 27703. We must receive the notice of your intention to introduce a nomination or proposed item of business at our 20232025 annual meeting of stockholders between December 13, 2022,17, 2024, and January 12, 2023.16, 2025. However, if the date of our 20232025 annual meeting of stockholders is more than 30 days before or more than 60 days after the anniversary date of the 20222024 Annual Meeting, we must receive notice no earlier than December 13, 2022,120 days prior to such annual meeting and no later than the latterlater of January 12, 2023,90 days prior to such annual meeting or ten days after the day on which the date of our 20232025 annual meeting of stockholders is first disclosed in a public announcement.announcement (the Advance Notice Deadline). In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must set forth the information required by Rule 14a-19 under the Exchange Act when providing notice to the Company no later than the Advance Notice Deadline. Any director nomination must contain the information specified in our Bylaws. 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. Theonly, and the information on these websites is not part of, or incorporated by reference into, this Proxy Statement. 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”)Act). The words “expects,” “assumes,” “anticipates,” “believes,” “estimates,” “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, including any variants, and the public health policy responses to the outbreak, and international conflict or other disruptions outside of our control; our ability to accurately model or forecastcontrol such as the impact of the spread and/or containment of COVID-19, among other sources of business interruption, on our operationscurrent situation in Ukraine and financial results;Russia; 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  IQVIA HOLDINGS INC.    2024 Proxy Statement 131 Back to Contents which our clients operate; risks related to client or therapeutic concentration; government regulators or our customers may limit the number or scope of prescriptionindications for medicines and treatments or withdraw products IQVIA HOLDINGS INC.    2022 Proxy Statement 112 Back to Contents 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, inflation 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, 2021,2023, 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. 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 Counsel and Secretary and Secretary Dated: February 28 , 2022 Danbury, Connecticut23, 2024 Durham, North Carolina IQVIA HOLDINGS INC.    2024 Proxy Statement 132   IQVIA HOLDINGS INC.    2022 Proxy Statement 113 Back to Contents Back to Contents APPENDIX A 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”).(GAAP), such as Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted Earnings per Share, Free Cash Flow, and Net Leverage Ratio. 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-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.income. As a result, internal management reports feature non-GAAP measures and are 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.    2024 Proxy Statement 133 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 114 Back to Contents IQVIA HOLDINGS INC. AND SUBSIDIARIES NET INCOME TO ADJUSTED EBITDA RECONCILIATION   (in millions) (unaudited)   Twelve Months Ended December 31,   2023     2022     2021     2020     2019   Net Income Attributable to IQVIA Holdings Inc.   $ 1,358     $ 1,091     $ 966     $ 279     $ 191   Provision for income taxes(1)     101       260       163       72       116   Depreciation and amortization     1,125       1,130       1,264       1,287       1,202   Interest expense, net     636       403       369       410       438   Loss (income) of unconsolidated affiliates     —       12       (6)     (7)     9   Income from non-controlling interests     —       —       5       29       36   Deferred revenue purchase accounting adjustments     —       1       3       1       10   Stock-based compensation     217       194       170       95       146   Other (income) expense, net(2)     (132)     104       (81)     (23)     (6) Loss on extinguishment of debt     6       —       26       13       24   Restructuring and related expenses(3)     126       73       68       85       77   Acquisition related expenses     132       78       75       143       157   ADJUSTED EBITDA   $ 3,569     $ 3,346     $ 3,022     $ 2,384     $ 2,400   (in millions) (unaudited) (1) Year Ended Twelve months ended December 31, 2021 2023, includes a $125 million tax benefit due to an internal legal entity restructuring. NetIncomeAttributabletoIQVIAHoldingsInc. (2) $966 Reflects certain non-operating income items, revaluations of contingent consideration and certain non-recurring expenses. Provision for income taxes (3) 163 Reflects restructuring costs as well as accelerated expenses related to lease exits. Depreciation and amortization IQVIA HOLDINGS INC.    2024 Proxy Statement 1,264 Interest expense, net 369 Income in unconsolidated affiliates (6) Income from non-controlling interests 5 Deferred revenue purchasing accounting adjustments 3 Stock-based compensation 170 Other income, net (81) Loss on extinguishment of debt 26 Restructuring and related expenses 68 Acquisition related expenses 75 ADJUSTED EBITDA $3,022 134 IQVIA HOLDINGS INC.    2022 Proxy StatementBack to Contents 115 Back to Contents IQVIA HOLDINGS INC. AND SUBSIDIARIES NET INCOME TO ADJUSTED NET INCOME RECONCILIATION   (in millions, except per share data) (unaudited)   Twelve Months Ended December 31,     2023       2022       2021       2020       2019   Net Income Attributable to IQVIA Holdings Inc.   $ 1,358     $ 1,091     $ 966     $ 279     $ 191   Provision for income taxes(1)     101       260       163       72       116   Purchase accounting amortization(2)     560       563       833       933       914   Loss (income) of unconsolidated affiliates     —       12       (6)     (7)     9   Income from non-controlling interests     —       —       5       29       36   Deferred revenue purchase accounting adjustments     —       1       3       1       10   Stock-based compensation     217       194       170       95       146   Other (income) expense, net(3)     (132)     104       (81)     (23)     (6) Loss on extinguishment of debt     6       —       26       13       24   Royalty hedge gain     —       —       —       —       6   Restructuring and related expenses(4)     136       135       68       85       77   Acquisition related expenses     132       78       75       143       157   Adjusted Pre Tax Income   $ 2,378     $ 2,438     $ 2,222     $ 1,620     $ 1,680   Adjusted tax expense     (477)     (501)     (453)     (330)     (359) Income from non-controlling interests     —       —       (5)     (29)     (36) Minority interest effect in non-GAAP adjustments(5)     —       —       (4)     (9)     (9) Adjusted Net Income   $ 1,901     $ 1,937     $ 1,760     $ 1,252     $ 1,276                                             Adjusted earnings per share attributable to common stockholders:                                         Basic   $ 10.34     $ 10.33     $ 9.20     $ 6.54     $ 6.54   Diluted   $ 10.20     $ 10.16     $ 9.03     $ 6.42     $ 6.39   Weighted average common shares outstanding:                                         Basic     183.8       187.6       191.4       191.3       195.1   Diluted     186.3       190.6       195.0       195.0       199.6   (in millions, except per share data) (unaudited) (1) Year Ended Twelve months ended December 31, 2021 2023, includes a $125 million tax benefit due to an internal legal entity restructuring; the benefit is excluded from Adjusted tax expense. NetIncomeAttributabletoIQVIAHoldingsInc. (2) $966 Provision for income taxes 163 Purchase accounting amortization(1) 833 Income in unconsolidated affiliates (6) Income from non-controlling interests 5 Deferred revenue purchasing accounting adjustments 3 Stock-based compensation 170 Other income, net (81) Loss on extinguishment of debt 26 Restructuring and related expenses 68 Acquisition related expenses 75 AdjustedPreTaxIncome $2,222 Adjusted tax expense (453) Income from non-controlling interests (5) Minority interest effect in non-GAAP adjustments(2) (4) AdjustedNetIncome $1,760 Adjustedearningspershareattributabletocommonstockholders: Basic $9.20 Diluted $9.03 Weighted-averagecommonsharesoutstanding: Basic 191.4 Diluted 195.0 (1) Reflects all the amortization of acquired intangible assets. (2) (3) Reflects certain non-operating income items, revaluations of contingent consideration and certain non-recurring expenses. (4) Reflects restructuring costs as well as accelerated expenses related to lease exits and asset abandonments. (5) Reflects the portion of Q2Solutions’ after-tax non-GAAP adjustments attributable to the minority interest partner. IQVIA HOLDINGS INC.    2024 Proxy Statement 135 Back to Contents IQVIA HOLDINGS INC. AND SUBSIDIARIES NET CASH PROVIDED BY OPERATING CASH FLOWACTIVITIES TO FREE CASH FLOW RECONCILIATION (in millions) (unaudited)   Twelve Months Ended December 31, 2023 Net Cash provided by Operating Activities        $      2,149 Acquisition of property, equipment and software       (649) FREE CASH FLOW     $ 1,500 CALCULATION OF GROSS AND NET LEVERAGE RATIOS AS OF DECEMBER 31, 2023 (in millions) (unaudited)     Gross Debt, net of Unamortized Discount and Debt Issuance Costs, as of December 31, 2023     $      13,673 Net Debt as of December 31, 2023     $ 12,297 Adjusted EBITDA for the twelve months ended December 31, 2023     $ 3,569 Gross Leverage Ratio (Gross Debt/LTM Adjusted EBITDA)       3.83x NET LEVERAGE RATIO (NET DEBT/LTM ADJUSTED EBITDA)       3.45X IQVIA HOLDINGS INC.    2024 Proxy Statement 136 Back to Contents Back to Contents (in millions) Twelve Months Ended December 31, 2021 NetCashprovidedbyOperatingActivities $2,942 Acquisition of property, equipment and software (640) FREE CASH FLOW $2,302 Back to Contents   IQVIA HOLDINGS INC.    2022 Proxy Statement 116 Back to Contents APPENDIX B Amended Certificate of Incorporation IQVIA Holdings Inc. Amended and Restated Certificate of Incorporation 1. The name of the corporation is “IQVIA Holdings Inc.” (hereinafter referred to as the “Corporation”). 2. The street address and county of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive, in the City of Wilmington, County of New Castle, 19808, and the name of its registered agent at such address is Corporation Service Company. 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 Back to Contents 6. 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. 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 shares of the Corporation present in person or by proxy at a meeting and entitled to vote on such amendment, alteration, change, addition or repeal. 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 shares of the Corporation then entitled to vote at an election of directors, 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 Back to Contents 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; Indemnification. (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 Back to Contents 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 Back to Contents (F) 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. IQVIA HOLDINGS INC.    2022 Proxy Statement 121 Back to Contents Back to Contents Back to Contents