IQV IQVIA Holdings Inc

IQVIA’s Corporate Governance

The Board is responsible for supervision of the overall affairs of the Company. The Board oversees our senior management, to whom it has delegated authority to manage the day-to-day operations of the Company. Members of the Board are kept informed of our business through discussions with our Chief Executive Officer and other officers, by reviewing materials provided to them and by participating in regular, as well as special, meetings of the Board and its committees. In addition, to promote open discussion among our non-management and independent directors, those directors meet in regularly scheduled executive sessions without the participation of our Chief Executive Officer. The Board has adopted Corporate Governance Guidelines, which, together with our Certificate of Incorporation and 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, including director independence and other criteria we use in selecting director nominees, our board leadership structure and the responsibilities of the Board and each of its committees.

These documents and other important information on our corporate governance are posted in the “Corporate Governance” section of the “Investor Relations” section of our website under “Governance Documents” and “Committee Charters” and may be viewed at http://ir.iqvia.com. We will also provide printed copies of these documents free of charge to any stockholder who sends Investor Relations a request at: IQVIA Holdings Inc., 100 IMS Drive, Parsippany, New Jersey 07054.

CORPORATE GOVERNANCE PRACTICES

IQVIA believes that a strong corporate governance framework is essential to our long-term success. We are committed to adopting and following strong corporate governance practices because we believe that such practices promote an environment of accountability for the Board and our senior management and otherwise promote the long-term interests of our stockholders. Our governance practices and policies include the following:

LEADERSHIP STRUCTURE

Chairman and Chief Executive Officer

Mr. Bousbib became our Chairman and Chief Executive Officer on October 3, 2016, in connection with the Merger. We believe that the current board leadership structure, with the Chairman and Chief Executive Officer roles combined, is appropriate and in the best interests of our stockholders because our Chief Executive Officer has a unique depth of knowledge about the Company and the varied and complex opportunities and challenges we face. The role of the Chairman is to set the agenda for the board meetings and to preside over general board sessions. When the Board meets in executive session without management present to evaluate management’s performance, these sessions are presided by our independent Lead Director. Independent directors also evaluate our leadership structure regularly and garner feedback from stockholders. Our Chairman and Chief Executive Officer and the Lead Director communicate regularly during the course of the year.

The current board leadership structure 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. The Board recognizes that there may be circumstances in the future that would lead it to separate these offices, but it does not believe there is any reason to do so at this time. The Board believes that this subject is primarily a matter of the succession planning process and that it is in the best interest of the Company for the Board to make this determination when it elects a new Chief Executive Officer or under such other circumstances that it believes are best for the Company at a given point in time.

Lead Director; Executive Sessions

The Lead 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 that they deem important. Our current Lead Director is Dr. Leonard. The responsibilities of the Lead Director, as outlined in our Corporate Governance Guidelines include, among others:

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 without the presence of management. Accordingly, our independent directors meet separately in executive session at each regularly scheduled in-person Board meeting. Our independent directors held four executive sessions during 2019, all of which were led by the Lead Director.

Board Committees

To assist in carrying out its duties, the Board has delegated authority to three committees: the Audit Committee, the LDC Committee and the Nominating and Governance Committee. The Board held six (6) meetings during fiscal 2019. All of our current directors attended at least 75% of the total

number of meetings of the Board and Board committees on which they served in 2019. Eight (8) directors attended the annual meeting of the stockholders in 2019.

BOARD STRUCTURE

The Board oversees the management of our business by our Chief Executive Officer and senior management. Our Certificate of Incorporation provides that the Board shall consist of at least five (5) directors but not more than seventeen (17) directors and that the number of directors may be fixed from time to time by resolution of the Board.

The Board is divided into three classes. Upon the expiration of the initial term of office for each class of directors, each director in such class shall be elected for a term of three years and serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by the directors then in office.

In connection with the Merger, the Company entered into the Shareholders Agreement, which addresses, among other things, certain board designation rights, registration rights and transfer restrictions. The Board designation rights for each of the parties to the Shareholders Agreement have since ceased.

Following our 2020 Annual Meeting, the Board will be comprised of nine (9) directors, each of whom was designated for nomination as a director in accordance with our governance documents.

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 the director has no material relationship with the Company, directly or indirectly, that would interfere with his or her exercise of independent judgment as a director of the Company. With respect to directors who are members of the Audit Committee and the LDC Committee, the Board has determined that each director meets an even higher standard as required by Securities and Exchange Commission (the “SEC”) and NYSE rules.

The Board has also determined that Ms. Burt, Messrs. Fasano and Rittenmeyer and Dr. Leonard are “Audit Committee Financial Experts” as such term also is defined in SEC rules and that each member of the Audit Committee is financially literate.

COMMITTEES OF THE BOARD

The Board has three standing committees:

From time to time, the Board may also create ad hoc or special committees for certain purposes. Each committee is comprised solely of independent, non-employee directors. The charter of each committee provides that non-management directors who are not members of such committee may nonetheless attend meetings of such committee, but they may not vote.

BOARD’S ROLE IN RISK OVERSIGHT

Our Board actively oversees our enterprise risk management program to ensure that we maintain effective risk management. Our Board’s role in risk oversight is consistent with our overall leadership structure—management is responsible for assessing and managing our risk exposures, and our Board maintains an oversight role, executed through open communication with management and independent oversight of strategic risks. Our Board considers key risk topics in its oversight, including risks associated with our strategic plan, our capital structure, our business activities, and social and environmental matters. Risks are identified by management and reviewed with the appropriate Board committee or the full Board for oversight.

In 2018, we established an Enterprise Risk Council, comprised of leaders from our principal functional areas and business units that meet on a quarterly basis, to update our enterprise risk framework used to identify and manage our key risks. The framework considers external and internal factors that could impede the achievement of our business objectives or damage our brand, reputation or financial condition. The Board reviews these key risks and the related framework annually, and the Board or appropriate Board committees discuss selected risks in more detail throughout the year, as discussed below.

While our Board has the ultimate oversight responsibility for the risk management process, our Board’s committees assist it in fulfilling its oversight responsibilities in certain areas of risk. In particular, our Audit Committee focuses on risks associated with our financial statements, internal accounting and financial controls, internal and external audits, cybersecurity, compliance with legal and regulatory matters and performance of our compliance and ethics program in connection therewith, including our guidelines and policies with respect to risk assessment and risk management and our major financial risk exposures. Our LDC Committee focuses on risks associated with our compensation policies and practices, including those for our executive officers. Our Nominating and Governance Committee focuses on risks associated with our corporate governance policies and practices.

Each of these committees reports to our Board with respect to the risk categories it oversees. These ongoing discussions enable our Board to monitor our risk exposure and evaluate our risk mitigation efforts. In addition, our risk management function conducts regular interviews and surveys of key employees relating to enterprise risk management and reports the results and analysis of such interviews and surveys to our Board.

SUCCESSION PLANNING FOR DIRECTORS AND EXECUTIVE OFFICERS

Directors. Vacancies on the Board may occur from time to time. The 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.

Subject to the terms of the Bylaws, the Nominating and Governance Committee is responsible for recommending to the Board the persons to be nominated for election as directors and to each of the Board’s committees. It is the Board’s policy that the composition of the Board at all times adhere to the standards of independence promulgated by the NYSE as further clarified herein and reflect a range of talents, ages, skills, character, diversity and expertise, particularly in the areas of accounting and finance, management, domestic and international markets, leadership and corporate governance, our industry and the markets we serve sufficient to provide sound and prudent guidance with respect to our operations and interests.

As provided in its Corporate Governance Guidelines, the Board also seeks to achieve a mix of directors that enhances the diversity of background, including with respect to professional skills, relevant

industry experience, specialized expertise, international experience, gender, race and ethnicity, to maintain a diverse membership. The process of determining to add a new Board member and identifying qualified candidates begins well in advance of anticipated vacancies. Under this ongoing process, the Chairman of the Nominating and Governance Committee and our Chief Executive Officer monitor and maintain an open dialogue, and also consult with the other members of the Board, including our Lead Director, regarding the size of the Board, future retirements and director attributes desired for any new directorships. Once a decision has been made to recruit a new director, the Nominating and Governance Committee may retain an executive recruitment organization to assist it in its search by providing a range of qualified candidates.

The Board has been, and will continue to be, focused on a refreshment program to ensure the composition of the Board has the appropriate mix of diverse backgrounds, skills and experiences to support the Company’s strategy.

Executive Officers. In addition, the Board also plans for succession to the positions of Chairman of the Board and Chief Executive Officer as well as certain other senior management positions. To assist the Board, our Chief Executive Officer periodically provides the LDC Committee with an assessment of senior managers and of their potential to succeed him. He also provides the LDC Committee with an assessment of persons considered potential successors to certain other senior management positions. This assessment results from our leadership development and succession planning process, which involves three principal steps:

We use tools and processes, followed by face-to-face reviews, to implement our leadership development and succession planning process. Through this process, we identify a pool of high-potential employees who are selected for development. Our development program emphasizes skills training, education and career planning.

HOW TO CONTACT THE BOARD AND ITS COMMITTEES

We have established a process by which stockholders and other interested parties can contact the Board, or a committee of the Board. To contact the Board or a Board committee, you can send an email to BoD@iqvia.com, or write to the following address:

Board of Directors

c/o Secretary

IQVIA Holdings Inc.

100 IMS Drive

Parsippany, New Jersey 07054

Communications will be distributed to the Chairman of the Board or the other members of the Board as appropriate depending on the facts and circumstances outlined in the communication received.

SUSTAINABILITY AND CORPORATE CITIZENSHIP

Sustainability and Corporate citizenship are essential elements of our culture and vision. A focus on wellness and safety of our employees and customers, product innovation, environmental responsibility and ethical business practices is central to our success — and this culture of caring extends to the communities where we live and work. We strive to make a difference locally and globally.

We pay close attention to quality and compliance while embracing fresh ideas and new innovations. This dual commitment empowers us to improve healthcare — enhancing and advancing wellness and safety, strengthening supplier relationships, and supporting environmental stewardship.

We demonstrate this commitment by adopting policies and practices in specific areas related to sustainable development, including environment and health and safety; corporate social giving; workers’ human rights; protecting individual privacy; and ethical business practices.

Everyone at IQVIA, regardless of their role, contributes to a greater purpose. Our culture is based on five core values: Client focus, Results, Teamwork, Flawless execution, and Integrity. As a team, we are not only moving healthcare forward, we are leading the charge to take it further than ever before. We strive to give our best in everything we do. We embrace the challenge because we are uniquely positioned to make a tangible, meaningful difference.

Diversity and Inclusion. We are committed to maintaining a culture of inclusion in which people from all backgrounds can fully contribute to the growth and success of our business. We create this culture of inclusion 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. As such, our business is focused on three core areas:

Public Recognition. We were named to the Forbes 2019 list of America’s Best Employers for Women and recognized again by FORTUNE as one of the World’s Most Admired Companies in 2019.

Employee Engagement Survey. In late 2018, we deployed our first company-wide employee engagement survey following the Merger. We received valuable feedback regarding employee roles, team environments, relationships with management and career progression. Using this feedback,

action plans were developed at both global and local levels in 2019. We continue to harmonize our systems as well as implement tools and programs to equip employees with the resources they need for their jobs and help them take ownership of their careers. In 2020, we will continue to progress our employee engagement survey action plans.

At IQVIA, we are inspired to advance health outcomes. Through collaboration, we hope to overcome some of the biggest challenges facing global health. A few examples of initiatives that IQVIA is engaged in include:

We comply with health and safety regulations for workers globally pursuant to local laws and regulations. Environmental laws and regulations are incorporated into our policies and procedures to ensure compliance. Select locations are certified to ISO 14001:2004 and OHSAS 18001, including group certifications at the corporate level to both standards. IQVIA has an Environmental, Health & Safety Policy and supporting standard operating procedures in place. We expect all staff to actively participate in helping to ensure a safe, healthy, and secure work environment.

Industry Standards

 

		IQVIA holds a rating of A in the MSCI ESG Ratings assessment. MSCI rates companies according to their exposure to industry-significant ESG (Environment, Social & Governance) risks and their ability to manage those risks relative to industry peers.
		IQVIA has been awarded a Bronze Rating by EcoVadis in recognition of our achievements as a top 65% performer across more than 55,000 companies assessed by EcoVadis. EcoVadis is a global provider of business sustainability ratings. IQVIA is in the top 11% of companies assessed by EcoVadis in the scientific research and development industry. We are targeting achievement of Silver Rating by end of 2020.
		IQVIA is an active member of CDP (formerly Carbon Disclosure Project), globally recognized assessors of corporate sustainability metrics. We provide data to CDP annually on our energy use, waste management and our greenhouse gas emissions. CDP is a tool that helps us keep track of progress and provides insight of key performance metrics to drive improvements to reduce our corporate carbon footprint.

Our 2019 Sustainability and Corporate Citizen Report, which provides increased visibility into our governance programs, commitment to and support for the communities in which we live and work is available on our website at https://ir.iqvia.com/corporate-responsibility-and-sustainability.

STOCKHOLDER ENGAGEMENT

Our Board and management are committed to regular engagement with our stockholders and soliciting their views and input on matters related to performance, corporate governance, environmental and social impacts, human capital management and executive compensation, among other topics.

In 2019, we conducted significant proactive engagement with our stockholders. A summary of our engagement program is included below.

What we learned from our meetings with stockholders:

Our responses to stockholder input:

Non-employee director compensation for 2019. The following table shows information regarding the compensation earned by our non-employee directors during 2019. The compensation received by our Chief Executive Officer during 2019 is included in the “Summary Compensation Table” below. Our Chief Executive Officer did not receive any additional compensation for his service on the Board. Only our non-employee directors not affiliated with the current SHA Parties receive compensation for their service on the Board.

Director share ownership guidelines. Under the Company’s share ownership guidelines established by the LDC Committee, each member of the Board who is not an employee and is not affiliated with the SHA Parties is expected to hold shares of our common stock that have a value equal to five (5) times his or her annual cash retainer for service as a director. While there is no set period in which this ownership level must be met, each non-employee director not affiliated with the SHA Parties is required to retain ownership of at least 50% of the shares received by him or her as a result of the exercise, vesting or settlement of equity awards, until the share ownership guideline is met. The LDC Committee is responsible for setting and periodically reviewing these guidelines. The LDC Committee oversees compliance with these guidelines, and reviews director holdings annually. Other than Ms. Burt, who joined the Board in February 2019, each non-employee director not affiliated with the SHA Parties has already satisfied his or her share ownership requirement.

Non-Employee Director Deferral Plan. Pursuant to the IQVIA Holdings Inc. Non-Employee Director Deferral Plan (the “Director Deferral Plan”), non-employee directors may elect to defer receipt of their cash retainers. If a director elects to defer his or her retainer, he or she will instead be credited with that value in deferred shares under the Director Deferral Plan. Deferred shares become payable in 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.

Our compensation strategy focuses on providing a total compensation package that is designed to attract and retain high-caliber executives by incentivizing them to achieve Company and individual performance goals and closely aligning these goals with stockholder interests. Our philosophy reflects our emphasis on pay for performance and on long-term value creation for our stockholders. The LDC Committee believes that the Company’s executive compensation program and the compensation decisions for 2019 described in this Proxy Statement, including the Compensation Discussion and Analysis, appropriately reward our named executive officers for their and our performance and that these programs and policies will assist the Company in retaining our senior leadership team.

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

Because your 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 stockholders and will consider the outcome of the say-on-pay vote when making future executive compensation decisions for our named executive officers. We will hold a non-binding, advisory vote of stockholders on the compensation of our named executive officers every three years until the next required stockholder vote on the frequency of such advisory vote. The next stockholder vote on the frequency of such advisory vote is expected to be held at our 2023 annual meeting.

The text of the resolution in respect of Proposal No. 2, as required by proxy rules, is as follows:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2020 annual meeting of stockholders pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

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

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis (“CD&A”) is organized around five key factors we believe are important for our stockholders and an evaluation and understanding of our executive compensation program.

Summary of factors for stockholder consideration

1.		Strong performance

2019 Business Results

$11.1Bn Revenue		$2.4Bn Adjusted EBITDA		$6.39 Adjusted Diluted EPS
h  6.5%		h  7.9%		h  15.1%

Business Highlights

 

•

Contracted business with over 250 new R&DS customers in 2019, with 13 of the top 20 pharmaceutical companies using CORE-powered smart trials

 

•

50 OCE customer wins in 2019, versus 30 in 2018, the first full year since product launch

Capital Deployment

 

•

$945M in share repurchases in 2019, resulting in $6.0Bn since Merger

 

•

$1.2Bn investments in software development, capability building M&A, technology infrastructure, E360 enhancements, among others

 

2.		Sound pay practices

 

Alignment of named executive pay with performance

 

Setting of challenging individual performance objectives

 

Appropriate balance of short- and long-term incentives

 

Alignment of executive compensation with stockholder returns through performance-based long-term incentive awards

 

No contracts with guaranteed salary increase or non-performance bonus arrangements

 

3.		Disciplined assessment to determine pay

Balanced Individual Performance Evaluation

Grants of annual awards based in part on four key performance areas:

 

•  Business Results   •  Strategic Initiatives		•  Operational Excellence   •  People Management & Leadership

Short-Term Incentive Awards

If actual Revenue or Adjusted EBITDA achievement, against pre-established targets, is less than the threshold amount, our Annual Plan does not allow short-term incentive awards to be paid to our named executive officers.

Long-Term Incentive Awards

Performance shares link ultimate payout to pre-established Relative TSR and Adjusted Diluted EPS goals.

This discussion and analysis of our executive compensation program should be read in conjunction with the accompanying tables below and text disclosing the compensation awarded to, earned by or paid to our named executive officers.