UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

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☐          Preliminary Proxy Statement

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☒          Definitive Proxy Statement

☐          Definitive Additional Materials

☐          Soliciting Material Pursuant to §240.14a-12

IQVIA HOLDINGS INC.

(Name of Registrant as Specified In Its Charter)

N/A

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

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February 21, 2019

Dear Stockholder:

You are cordially invited to attend the 2019 Annual Meeting of Stockholders of IQVIA Holdings Inc. (the “Company”) on Tuesday, April 9, 2019, at 9:00 a.m. E.D.T. at The Crowne Plaza, 18 Old Ridgebury Road, Danbury, Connecticut.

The Notice of 2019 Annual Meeting of Stockholders and the Proxy Statement accompanying this letter describe the business to be conducted at the meeting and provide information about the Company.

Your vote is important. Whether you plan to attend the meeting or not, please vote by telephone, over the Internet or complete and return the enclosed proxy card as promptly as possible to ensure that your shares are represented at the meeting. If you attend the meeting and prefer to vote in person, you may withdraw your proxy and vote your shares.

NOTICE OF 2019 ANNUAL MEETING

OF STOCKHOLDERS

April 9, 2019

2019 Annual Meeting Information

18 Old Ridgebury Road

Danbury, Connecticut

Agenda

    Other business, if properly raised

Additional Information

Important Notice Regarding the Availability of Proxy Materials for the

2019 Annual Meeting of Stockholders to Be Held April 9, 2019:

This Proxy Statement and the 2018 Annual Report are available at

https://materials.proxyvote.com/46266C

Dated:     February 21, 2019

Danbury, Connecticut

TABLE OF CONTENTS

IQVIA HOLDINGS INC.

83 Wooster Heights Road

Danbury, Connecticut 06810

PROXY STATEMENT

Introduction

You are invited to attend the 2019 Annual Meeting of stockholders of IQVIA Holdings Inc. (the “Company,” “IQVIA,” “we,” or “us”) on Tuesday, April 9, 2019, beginning at 9:00 a.m. E.D.T. (the “2019 Annual Meeting”). The 2019 Annual Meeting will be held at The Crowne Plaza, 18 Old Ridgebury Road, Danbury, Connecticut.

Internet Availability of Proxy Materials

The Board of Directors of the Company (the “Board”) is requesting your proxy to vote at the 2019 Annual Meeting and at any adjournment or postponement of the 2019 Annual Meeting. We are sending this Proxy Statement and the accompanying Notice of 2019 Annual Meeting of Stockholders (the “Notice”), proxy card, and the Company’s Annual Report to Stockholders for the fiscal year ended December 31, 2018 (the “2018 Annual Report”) to inform you about the 2019 Annual Meeting and request that your shares be represented and voted at the 2019 Annual Meeting. These materials are being mailed starting on or about February 21, 2019.

In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing proxy materials to stockholders. Consequently, most stockholders will not receive paper copies of our proxy materials. We will instead send stockholders a Notice of Internet Availability of Proxy Materials with instructions for accessing the proxy materials, including this Proxy Statement and the 2018 Annual Report, and voting via the Internet. The Notice of Internet Availability of Proxy Materials also provides information on how stockholders may obtain paper copies of our proxy materials if they so choose.

THE COMPANY

IQVIA (NYSE: IQV) is a leading global provider of advanced analytics, technology solutions, and contract research services to the life sciences industry. Formed through the merger of IMS Health and Quintiles, IQVIA applies human data science—leveraging the analytic rigor and clarity of data science to the ever-expanding scope of human science—to enable companies to reimagine and develop new approaches to clinical development and commercialization, speed innovation, and accelerate improvements in healthcare outcomes. Powered by the IQVIA CORE™, IQVIA delivers unique and actionable insights at the intersection of large-scale analytics, transformative technology and extensive domain expertise, as well as execution capabilities. With more than 58,000 employees, IQVIA conducts operations in more than 100 countries.

IQVIA is a global leader in protecting individual patient privacy. The Company uses a wide variety of privacy-enhancing technologies and safeguards to protect individual privacy while generating and analyzing information on a scale that helps healthcare stakeholders identify disease patterns and correlate with the precise treatment path and therapy needed for better outcomes. IQVIA’s insights and execution capabilities help biotech, medical device and pharmaceutical companies, medical researchers, government agencies, payers, and other healthcare stakeholders tap into a deeper understanding of diseases, human behaviors, and scientific advances in an effort to advance their path toward cures.

Important Notice Regarding the Availability of Proxy Materials

for the 2019 Annual Meeting to Be Held April 9, 2019:

This Proxy Statement and the 2018 Annual Report are available at:

https://materials.proxyvote.com/46266C

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ABOUT THE 2019 ANNUAL MEETING

What is the purpose of the 2019 Annual Meeting?

At the 2019 Annual Meeting, holders of shares of our common stock will consider and act upon the following items of business:

The Board recommends: (i) a vote FOR the election of the four nominees proposed for election as Class III directors and (ii) a vote FOR the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2019 and, on any other business properly brought before the 2019 Annual Meeting, in accordance with the best judgment of the named proxies.

Who are the Class III directors that will be voted on at the 2019 Annual Meeting?

The following are the Class III directors that have been nominated for election to our Board:

Information regarding each of our directors is set forth below under “Proposal 1—Election of Directors.”

Who is entitled to vote at the 2019 Annual Meeting?

Only stockholders of record on February 14, 2019, the record date for the 2019 Annual Meeting, are entitled to receive notice of and to vote at the 2019 Annual Meeting. On that date, the Company had 197,799,279 shares of common stock outstanding.

What constitutes a quorum?

A quorum of shares is necessary to hold a valid stockholders’ meeting. Our Bylaws provide that a majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum at meetings of stockholders. Shares for which a stockholder directs an “abstention” from voting, as well as shares that a broker holds in “street name” and votes on some matters but not others (“broker 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 vote is required to approve each item of business?

Proposal 1 (Election of Directors)

Our Bylaws provide that directors are elected by a plurality of votes cast, which means that the nominees with the largest number of votes will be elected as directors up to the maximum number of directors to be elected at the 2019 Annual Meeting. If you are present at the 2019 Annual Meeting but do not vote for or against a particular nominee, or if you have given a proxy and abstained on a nominee, or if there are broker non-votes, the shares withheld or not voted will not affect the outcome of the election of directors.

Our Corporate Governance Guidelines provide that, in an uncontested election, which is an election in which the number of nominees is not greater than the number of directors 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 shall promptly tender his or her resignation from the Board. The Nominating and Governance Committee shall then make a recommendation to the Board as to whether to accept or reject the tendered resignation, or whether other action should be taken. The Nominating and Governance Committee and the Board, in making its recommendation or decision, as applicable, shall consider what it believes is in the best interests of the Company and its stockholders and may consider any factor or other information it deems relevant. The Board shall act on the tendered resignation, taking into account the Nominating and Governance Committee’s recommendation, and shall publicly disclose its decision regarding the resignation within 90 days after the results of the election are certified. If the resignation is not accepted, the director shall continue to serve until the next annual meeting of stockholders at which such director faces re-election and until such director’s successor is elected and qualified. As the election of directors at the 2019 Annual Meeting will be uncontested, the director nominees will be elected by a plurality of the votes, subject to the foregoing procedure.

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Proposal 2 (Ratification of Appointment of Independent Registered Public Accounting Firm)

For the ratification of the appointment of the independent registered public accounting firm, the affirmative vote of a majority of the shares cast on the matter at the 2019 Annual Meeting is required for approval. If your shares are present at the meeting but are not voted on this proposal, or if you have given a proxy and abstained on this proposal, this will not affect the outcome of the proposal. Broker non-votes, if any, also will not affect this proposal. However, both abstentions and broker non-votes will be considered present for the purpose of determining the presence of a quorum.

What are the voting rights of stockholders?

Each share of our common stock is entitled to one vote. There is no cumulative voting.

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

If your shares are registered directly in your name with the Company’s transfer agent, American Stock Transfer and Trust Company, LLC (“AST”), you are considered, with respect to those shares, the “stockholder of record.” Proxy materials or a Notice of Internet Availability of Proxy Materials have been sent directly to you by the Company.

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 for voting. Please note that since 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 have your shares voted on matters presented at the 2019 Annual Meeting in any of the following ways:

The Internet and telephone voting facilities for stockholders of record will close at 11:59 p.m. E.D.T. on April 8, 2019.

If you are a beneficial owner holding in street name, please refer to your proxy card or the information 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 for Proposal One if the broker has not received instructions from the beneficial owner of 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 Two if you do not do so.

A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares, and to confirm that your voting instructions have been properly recorded when voting over the Internet or by telephone. Please be aware that 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, Chief Executive Officer and President (referred to herein as our “Chief Executive Officer”), Mr. McDonnell, our Executive Vice President and Chief Financial Officer, and Mr. Sherbet, our Executive Vice President, General Counsel and Secretary. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares should be voted for or withheld from the election of 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 2019 Annual Meeting.

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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, which recommendations are set forth above.

It is possible that items of business other than those listed above may be brought before stockholders at the 2019 Annual Meeting. If we were not aware of the matter a reasonable time before the mailing of this Proxy Statement, the persons 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 must comply with the rules of the Securities and Exchange Commission (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 2019 Annual Meeting that was timely in accordance with our Bylaws.

If I vote by proxy, may I still attend the 2019 Annual Meeting?

Voting over the Internet, by telephone or by sending in a signed proxy card will not prevent you from attending the 2019 Annual Meeting and voting in person.

Who Can Attend the 2019 Annual Meeting?

Any Company stockholder as of the close of business on February 14, 2019 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 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 our Secretary of the Company at 100 IMS Drive, Parsippany, New Jersey 07054.

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 2019 Annual Meeting begins, or by attending the 2019 Annual Meeting and voting in person.

Who is paying the costs of this proxy solicitation?

The Company is paying the costs of the solicitation of proxies. 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, the Company has engaged Morrow & Co. 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 2019 Annual Meeting?

AST will receive and tabulate the vote in connection with the 2019 Annual Meeting. Representatives of AST will act as the independent Inspectors of Election and in this capacity will supervise the voting, decide the validity of proxies and certify the results. AST has been instructed that the vote of each stockholder must be kept confidential and may not be disclosed (except in legal proceedings or for the purpose of soliciting stockholder votes in a contested proxy solicitation).

Voting results will be announced by the filing of a Current Report on Form 8-K with the SEC within four business days after the 2019 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.

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

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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 2018 Annual Report to any stockholder at a shared address to which we delivered a single Notice.

To receive free of charge a separate copy of this Proxy Statement and our 2018 Annual Report, stockholders may write or call the Company at the following:

Investor Relations Department

100 IMS Drive

Parsippany, New Jersey 07054

ir@iqvia.com

(973) 316-4000

Stockholders who hold shares in street name may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

How can I receive electronic access to proxy materials?

If you hold shares registered in your name, you may sign up at www.investordelivery.com to receive electronic access to proxy materials for future meetings, rather than receiving mailed copies. If you choose electronic access, you will receive an email notifying you when the 2018 Annual Report and Proxy Statement are available, with electronic links to access the documents (in PDF and HTML formats) on a website and instructions on how to vote online. Your enrollment for electronic access will remain in effect unless you cancel it, which you can do up to two weeks before the record date for any future annual meeting.

If you own your shares in street name, you may be able to obtain electronic access to proxy materials by contacting your broker, bank, trustee or other intermediary, or by going online at www.proxyvote.com.

If I cannot attend the 2019 Annual Meeting, what are the deadlines for voting?

If you choose to vote over the Internet or by telephone, you must complete the process no later than 11:59 p.m. E.D.T. on Monday, April 8, 2019 and in that case it is not necessary for you to return your proxy card.

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 5:00 p.m. E.D.T. on Monday, April 8, 2019.

What is the “Merger” referenced in this Proxy Statement?

On May 3, 2016, Quintiles Transnational Holdings Inc. and IMS Health entered into an Agreement and Plan of Merger (the “Merger Agreement”). Effective October 3, 2016, pursuant to the Merger Agreement, IMS Health merged with and into Quintiles, with Quintiles continuing as the surviving corporation, and the separate corporate existence of IMS Health ceased (the “Merger”). Immediately prior to the completion of the Merger, Quintiles converted to a Delaware corporation and changed its name. For purposes of describing actions or events prior to the Merger, “Quintiles” refers to Quintiles Transnational Holdings Inc. On November 6, 2017, the Company changed its name from QuintilesIMS Holdings, Inc. to IQVIA Holdings Inc.

Who are the “Sponsors” referenced in this Proxy Statement?

In connection with the Merger, the Company 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 (“DG Shareholders”), and Leonard Green & Partners, L.P. (“LGP”). DG Shareholders and LGP are no longer parties to the Shareholders Agreement. TPG, Bain Capital and CPPIB are sometimes referred to as the “Sponsors” in this Proxy Statement.

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PROPOSAL NO. 1: ELECTION OF DIRECTORS

The Company’s amended and restated certificate of incorporation currently provides for a board of directors divided into three classes, designated Class I, Class II and Class III.

The Board currently consists of twelve (12) directors, divided into the following three classes:

This year, Class III directors Carol J. Burt, John P. Connaughton, John G. Danhakl and James A. Fasano will stand for election for a new term.

Consistent with the requirements of our amended and restated certificate of incorporation and our amended and restated bylaws, upon the recommendation of the Nominating and Governance Committee, the Board has nominated Carol J. Burt, John P. Connaughton, John G. Danhakl and James A. Fasano for election for a new term as Class III directors at the 2019 Annual Meeting. If elected to a new term at the 2019 Annual Meeting, each Class III director nominee will hold office until our 2022 annual meeting. All directors, subject to such director’s earlier death, resignation, retirement, disqualification or removal from office, shall hold office until the expiration of the term for which he or she was elected, and until his or her successor is duly elected and qualified. None of the Class III directors standing for election to our Board at the 2019 Annual Meeting were designated for such election pursuant to the Shareholders Agreement.

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

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the four nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, and the Board does not, in that event, choose to reduce the size of the Board, such shares will be voted for the election of such substitute nominee as the Board may propose. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes cast at the 2019 Annual Meeting.

THE BOARD RECOMMENDS A VOTE “FOR”

THE ELECTION OF EACH NAMED NOMINEE

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The following table sets forth, for the Class III nominees and each person whose term of office as a director will continue in office after the 2019 Annual Meeting, certain information about them, including their ages as of the date of this Proxy Statement:

Set forth below is biographical information for the nominees and each person whose term of office as a director will continue after the 2019 Annual Meeting. The following includes certain information regarding our directors’ individual experience, qualifications, attributes and skills that led the Board to conclude that they should serve as directors.

Class III Directors Nominees for Election to a Three-Year Term Expiring at the 2022 Annual Meeting of Stockholders

CAROL J. BURT. Ms. Burt has been a principal of Burt-Hilliard Investments since 2008. She also serves on the operating council and as a senior advisor to Consonance Capital Partners, a private equity firm focused on investing in the U.S. healthcare industry, which she joined in 2013. From 1997 to 2007, Ms. Burt was an executive officer of WellPoint, Inc. (now Anthem, Inc.), lastly as Senior Vice President, Corporate Finance and Development. From 1996 to 1997, Ms. Burt was Senior Vice President and Treasurer of American Medical Response. From 1981 to 1996, Ms. Burt held various positions at Chase Securities (now J.P. Morgan), lastly as founder, managing director and head of its Health Care Investment Banking Group. Ms. Burt currently serves on the board of directors of ResMed Inc. and WellDyneRx, LLC. She previously served on the boards of directors of Envision Healthcare, WellCare Health Plans, Inc., Vanguard Health Systems, Inc. and Transitional Hospitals Corporation. Ms. Burt is a member of Women Corporate Directors. She most recently served as Chair of the Fortune 1000 Working Group for the Women’s Leadership Foundation of Colorado and is currently Chair of the board for the Colorado Chapter of The Nature Conservancy. Ms. Burt earned a Bachelor of Business Administration from the University of Houston, where she graduated magna cum laude. Because of her leadership experience and over 35 years of business experience in the health insurance, healthcare services and financial services industries and her experience serving on public company boards, we believe Ms. Burt is well qualified to serve on the Board.

JOHN P. CONNAUGHTON. Mr. Connaughton has served as a director since January 2008. Mr. Connaughton is a Co-Managing Partner and Managing Director of Bain Capital, which he joined in 1989. Prior to joining Bain Capital, Mr. Connaughton was a consultant at Bain & Company, Inc., where he worked in the healthcare, consumer products and business services industries. Mr. Connaughton also serves on the boards of directors of iHeartMedia, Inc. and The Boston Celtics. Mr. Connaughton was formerly a director of Beacon Health Options, Inc., Grupo Notre Dame Intermedica, SunGard Data Systems Inc., Warner Music Group Corp., Warner Chilcott plc, HCA Holdings, Inc., CRC Health Corporation, BIO Products Laboratory, and Air Medical Group Holdings, Inc. He also volunteers for a variety of charitable organizations, serving as a member of The Berklee College of Music Board of Trustees and the University of Virginia McIntire Foundation Board of Trustees. Mr. Connaughton received a Bachelor of Science in Commerce from the University of Virginia and an M.B.A. from Harvard Business School, where he was a Baker Scholar. Because of his extensive experience as a Managing Director of Bain Capital, service on other public company boards and over 15 years’ experience in the private equity industry, as well as extensive experience in the healthcare industry, we believe Mr. Connaughton is well qualified to serve on the Board. For his

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current term expiring at the 2019 Annual Meeting, Mr. Connaughton was designated for nomination to the Board by Bain Capital pursuant to the Shareholders Agreement described herein. Bain Capital’s designation rights under the Shareholders Agreement ceased in 2018.

JOHN G. DANHAKL. Mr. Danhakl has served as a director of the Company since October 2016. Prior to his role at the Company, Mr. Danhakl served as a director of IMS Health from February 2010 until October 2016. He is Managing Partner at LGP, which he joined in 1995. Previously, Mr. Danhakl was a Managing Director of Donaldson, Lufkin & Jenrette Securities Corporation, which he joined in 1990. From 1985 until 1990, Mr. Danhakl was a Vice President in corporate finance at Drexel Burnham Lambert, Inc. Mr. Danhakl currently serves on the boards of directors of Advantage Solutions, Inc., Charter NEX, Global Citizen, CPA Global, Genani Corporation, Insight Global, Inc., Life Time Fitness, Inc., Mister Car Wash Holdings, Inc., MultiPlan, Inc., Savers, Inc. and SRS Distribution. He previously served on the boards of directors of Air Lease Corporation, Animal Health, Inc., Arden Group, Inc., AsianMedia Group, LLC, Big 5 Sporting Goods Corporation, CCC Information Services, Inc., Communications & Power Industries, Inc., Diamond Triumph Auto Glass, Inc., Hits, Inc., J. Crew Group, Inc., Leslie’s Poolmart, Inc., Liberty Group Publishing, Inc., SunEdison Inc. (formerly known as MEMC Electronic Materials, Inc.), Packers Sanitation Services, Inc., Petco Animal Supplies, Inc., Phoenix Scientific, Inc., Rite Aid Corporation, Sagittarius Brands, The Neiman Marcus Group, Tire Rack, Inc. and VCA Antech, Inc. Mr. Danhakl holds a B.A. in Economics from the University of California at Berkeley, and an M.B.A. from Harvard Business School. Because of his extensive experience serving as a public company director and his knowledge of corporation finance, we believe Mr. Danhakl is well qualified to serve on the Board. For his current term expiring at the 2019 Annual Meeting, Mr. Danhakl was designated for nomination to the Board by LGP pursuant to the Shareholders Agreement described herein. LGP’s designation rights under the Shareholders Agreement ceased in 2017.

JAMES A. FASANO. Mr. Fasano has served as a director of the Company since October 2016. Prior to his role at the Company, Mr. Fasano served as a director of IMS Health from January 2015 until October 2016. He is Managing Director responsible for leading CPP Investment Board’s Private Equity Portfolio Strategy and previously led CPPIB’s Funds, Secondaries & Co-Investments group and Direct Private Equity group. Prior to joining CPPIB in 2004, Mr. Fasano worked in the Investment Banking group at Merrill Lynch & Co., focusing on companies in the media and telecommunications sectors. Previously, he was a member of the Mergers & Acquisitions group at RBC Capital Markets and was a Commissioned Officer in the Canadian Armed Forces. Mr. Fasano serves on the board of directors of NEWAsurion, and formerly was a director of Cequel Communications, AWAS Aviation Capital, LHP Hospital Group and Kinetic Concepts. He holds a Bachelor of Engineering degree from the Royal Military College of Canada and an M.B.A. from the University of Chicago Graduate School of Business. Because of Mr. Fasano’s experience in finance and leadership roles, we believe he is well qualified to serve on the Board. For his current term expiring at the 2019 Annual Meeting, Mr. Fasano was designated for nomination to the Board by CPPIB pursuant to the Shareholders Agreement described herein. CPPIB’s designation rights under the Shareholders Agreement ceased in 2018.

Class I Directors Continuing in Office until the 2020 Annual Meeting of Stockholders

JONATHAN J. COSLET. Mr. Coslet has served as a director of the Company since 2003. Mr. Coslet is the Chief Investment Officer and a Partner of TPG Capital. He is also a member of TPG’s Investment and Management Committees. Prior to joining TPG in 1993, Mr. Coslet was in the Investment Banking department of Donaldson, Lufkin & Jenrette, specializing in leveraged acquisitions and high yield finance from 1991 to 1993. Mr. Coslet serves on the board of directors of Life Time Fitness. Mr. Coslet was formerly a director of IASIS Healthcare Corporation, PETCO Animal Supplies, Inc., Zimmer Biomet Holdings, Inc. (formerly Biomet, Inc.), Caesars Entertainment Corporation, and Neiman Marcus, Inc. Mr. Coslet also serves on the Harvard Business School Advisory Board for the West Coast. Mr. Coslet received his Master of Business Administration from Harvard Business School in 1991, where he was a Baker Scholar and a Loeb Fellow, and his Bachelor of Science in Economics (Finance) from the University of Pennsylvania Wharton School, where he was Valedictorian, summa cum laude, a Gordon Fellow and a Steur Fellow. Because of his extensive experience as a TPG Senior Partner and over 25 years’ business experience, including experience in the pharmaceutical, private equity and investment banking industries, we believe Mr. Coslet is well qualified to serve on the Board. Mr. Coslet was designated for nomination to the Board by TPG pursuant to the Shareholders Agreement described herein.

MICHAEL J. EVANISKO. Mr. Evanisko has served as a director of the Company since May 2010. Mr. Evanisko is currently Chairman of PARx Solutions, Inc., a provider of processing services for physician practices, where he has served as a director and Chairman since June 2012. From September 2010 to December 2012, Mr. Evanisko served on the board of BackChannel Media, Inc. From July 2008 to May 2011, he served as a consultant to Clarion Healthcare Consulting, LLC, a strategic and organizational consulting firm to pharmaceutical, biotechnology and medical device and diagnostics businesses. From June 2002 to February 2008, Mr. Evanisko served as Executive Chairman of Adheris, Inc., a provider of educational and

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informational services to patients taking prescription medications. From January 2008 to June 2008, he also served as a consultant to M|C Communications, LLC. He received his Bachelor’s degree in Labor Studies from Pennsylvania State University, his Master of Public Administration from Pennsylvania State University, his Master of Arts in Administrative Sciences from Yale University and his Master of Philosophy from Yale University. Because of his leadership experience, over 30 years’ experience in management consulting and entrepreneurial ventures in healthcare and his service on our Board since 2010, we believe Mr. Evanisko is well qualified to serve on the Board. Mr. Evanisko was designated for nomination to the Board pursuant to the Shareholders Agreement described herein.

RONALD A. RITTENMEYER. Mr. Rittenmeyer has served as a director of the Company since October 2016. Prior to his role at the Company, Mr. Rittenmeyer served as a Director of IMS Health from April 2010 to October 2016. Since August 2017, Mr. Rittenmeyer has served as the Executive Chairman of Tenet Healthcare, a leading healthcare services company, and since October 2017, he has served at its CEO. Previously, Mr. Rittenmeyer served as Chairman and CEO of Millennium Health, a leading private health solutions company from 2016 to 2017. Mr. Rittenmeyer also previously served as Chairman, CEO and President of Electronic Data Systems Corporation from 2005 until 2008. Prior to that, he served as Chief Operating Officer of Electronic Data Systems Corporation from October 2005 until September 2007 (including service as Co-Chief Operating Officer until May 2006) and as Executive Vice President, Global Service Delivery from July 2005 until December 2006. Mr. Rittenmeyer also serves on the boards of directors of American International Group, Inc. and Tenet Health Care Corporation. He previously served as a director of EDS and RH Donnelley (presently Dex One Corporation). Mr. Rittenmeyer holds a B.A. in Commerce and Economics from Wilkes University and his M.B.A. from Rockhurst University. Because of his leadership experience, over 30 years of business experience and extensive experience serving on public company boards, we believe Mr. Rittenmeyer is well qualified to serve on the Board. Mr. Rittenmeyer was designated for nomination to the Board pursuant to the Shareholders Agreement described herein.

Class II Directors Continuing in Office until the 2021 Annual Meeting of Stockholders

ARI BOUSBIB. Mr. Bousbib is chairman and chief executive officer of the Company. He assumed this position in October 2016 following the Merger of Quintiles and IMS Health. From 2010 until the Merger, Mr. Bousbib served as Chairman and CEO of IMS Health. Prior to joining IMS Health, Mr. Bousbib spent 14 years at United Technologies Corporation (“UTC”), an aerospace, defense and building systems company. From 2008 until 2010, he served as President of UTC’s Commercial Companies, with executive leadership responsibilities for the worldwide operations of Otis Elevator Company, Carrier Corporation, UTC Fire & Security and UTC Power Inc. From 2002 until 2008, Mr. Bousbib was President of Otis, and from 2000 to 2002, he served as its Chief Operating Officer. Prior to joining UTC, Mr. Bousbib was a partner at Booz Allen Hamilton. Mr. Bousbib currently serves on the board of directors of The Home Depot, Inc. and is a member of the Harvard Medical School Health Care Policy Advisory Council. He previously served on the board of directors of Best Buy, Inc. and was appointed by the President of the United States to serve on the President’s Commission on White House Fellowships. Mr. Bousbib holds a Master of Science Degree in Mathematics and Mechanical Engineering from the Ecole Superieure des Travaux Publics, Paris, and an M.B.A. from Columbia University. Because of Mr. Bousbib’s extensive leadership experience and service as our Chief Executive Officer, we believe Mr. Bousbib is well qualified to serve on the Board. Mr. Bousbib was designated for nomination to the Board pursuant to the Shareholders Agreement described herein.

COLLEEN A. GOGGINS. Ms. Goggins has served as a director of the Company since July 2017. Ms. Goggins was a senior executive at Johnson & Johnson (“J&J”) for more than three decades. Ms. Goggins retired in 2011 after serving ten years on J&J’s Executive Committee and as the Worldwide Chairman of its Consumer Group. Ms. Goggins is a member of the supervisory board of Bayer AG, and a member of the boards of directors of TD Bank Group and SIG Combibloc Group (“SIG”). Ms. Goggins serves as Chairwoman of the Compensation Committee of the SIG board of directors and a member of the Risk Committee of the TD Bank Group Board of Directors. She previously served on the board of directors of Valeant Pharmaceuticals International, Inc. Ms. Goggins is also a member of the University of Wisconsin Foundation and serves on the boards of directors of the University of Wisconsin Center for Brand and Product Management, the Institute of International Education, and New York City Meals-on-Wheels. Ms. Goggins earned a Masters in Management, with a concentration in Marketing and Finance, from the Kellogg School of Management and a B.S. in Food Chemistry from the University of Wisconsin—Madison. Because of Ms. Goggins’s extensive leadership experience and service on J&J’s Executive Committee, we believe Ms. Goggins is well qualified to serve on the Board. Ms. Goggins was designated for nomination to the Board pursuant to the Shareholders Agreement described herein.

JOHN M. LEONARD, M.D. Dr. Leonard has served as a director of the Company since February 2015. Since January 2018, Dr. Leonard has served as President and Chief Executive Officer at Intellia Therapeutics, Inc., a biotechnology company involved in gene-based therapy. Dr. Leonard previously served as the Chief Scientific Officer and Senior Vice President of Research and Development at AbbVie Inc., a global pharmaceutical company, from its spin-out from Abbott Laboratories in January 2013 until retiring from those positions at the end of 2013. Prior to the formation of AbbVie, Dr. Leonard served as Senior Vice President of Global Pharmaceutical Research and Development at Abbott from 2008 to 2012. He has over 30 years

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of combined experience in medicine, research and management, including serving in various roles at Abbott beginning in 1992. Dr. Leonard also serves as a director of Intellia Therapeutics, Inc. Dr. Leonard earned a Bachelor’s Degree in Biochemistry from the University of Wisconsin at Madison and a Doctorate in Medicine from Johns Hopkins University in Baltimore, MD. Dr. Leonard completed an Internship and Residency in Internal Medicine at Stanford University Hospital followed by a Postdoctoral Fellowship in Molecular Virology at the National Institute of Allergy and Infectious Diseases at the National Institutes of Health. Because of his leadership experience, including his over 30 years’ experience in medicine, research and management, we believe Dr. Leonard is well qualified to serve on the Board. Dr. Leonard was designated for nomination to the Board pursuant to the Shareholders Agreement described herein.

TODD B. SISITSKY. Mr. Sisitsky has served as a director of the Company since October 2016 and served as a director of predecessor company IMS Health since 2010. Mr. Sisitsky is the Co-Managing Partner of TPG Capital, TPG’s scale private equity business in the U.S. and Europe, and co-leads the firm’s investment activities in the healthcare services and pharmaceutical and medical device sectors. He also serves on the executive committee of TPG Holdings. He has played leadership roles in connection with TPG’s investments in Allogene Therapeutics, Adare Pharmaceuticals, Aptalis, Biomet, Exactech, Fenwal, Healthscopt, Iasis Healthcare, Immucor, IQVIA (and predecessor companies IMS Health and Quintiles), Par pharmaceutical, and Surgical Care Affiliates. Prior to joining TPG in 2003, Mr. Sisitsky worked at Forstmann Little & Company and Oak Hill Capital Partners. He received an M.B.A. from the Stanford Graduate School of Business, where he was an Arjay Miller Scholar, and earned his undergraduate degree from Dartmouth College, where he graduated summa cum laude. Mr. Sisitsky currently serves as the chair of the Dartmouth Medical School board of advisors, and as a board member of the international non-profit Grassroot Soccer. Because of his extensive experience in leadership, business and healthcare, we believe Mr. Sisitsky is well qualified to serve on the Board. Mr. Sisitsky was designated for nomination to the Board by TPG pursuant to the Shareholders Agreement described herein.

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THE COMPANY’S CORPORATE GOVERNANCE

Corporate Governance Highlights

We believe 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. Below is a summary of some of the highlights of our corporate governance framework, which are discussed in more detail in this Proxy Statement.

Board of Directors

The Board is responsible for supervision of the overall affairs 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.

Chairman and Chief Executive Officer

Mr. Bousbib became Chairman and Chief Executive Officer of the Company on October 3, 2016, in connection with the Merger. We believe that the current board leadership structure 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 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. 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 does not believe there is any reason to do so at this time. The Board believes that this issue 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

The responsibilities of the lead director of the Board (the “Lead Director”) include liaising between non-management directors and management; presiding at executive sessions of non-management directors, and at Board meetings when the Chairman is not present; consulting with the Chairman on matters pertinent to the Company and the Board, including meeting agendas, schedules and information sent to the Board for Board meetings; consulting with major stockholders upon their

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request; and performing such other responsibilities as the Board may determine from time to time, as outlined in our Corporate Governance Guidelines, which can be found in the “Investor Relations” section of our website under Corporate Governance at http://ir.iqvia.com. Our current Lead Director is Dr. Leonard.

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 seven (7) meetings during fiscal 2018. 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 2018. Our directors are invited to and strongly encouraged to attend the Company’s annual meetings of stockholders but they are not required to do so. Ten (10) directors attended the annual meeting of the stockholders in 2018.

Board Leadership Structure

We believe that our governance structure provides effective oversight of the Board because:

Documents Establishing our Corporate Governance

The Board has a long-standing commitment to sound and effective corporate governance practices. The following key documents are the foundation of corporate governance at the Company:

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 Document” and “Committee Charters,” respectively, and may be viewed at http://ir.iqvia.com. Also available on our website under the “Corporate Responsibility” and “Investor Relations” sections is our 2018 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, and restates our fundamental values and policies around the respect and dignity of every individual, whether employee, customer, supplier or stockholder. 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.

Board Composition

The Board oversees the management of our business by the Chief Executive Officer and senior management. Our amended and restated 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 a successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification or removal. Subject to the rights of the parties to the Shareholders Agreement described below, any additional directorships resulting from an increase in the number of directors or a vacancy may be filled by the directors then in office.

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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, other than with respect to one director position for TPG, have since ceased. The DG Shareholders and LGP are no longer parties to the Shareholders Agreement.

TPG will continue to have the right to designate one individual to our Board until such time as it owns, as a group, less than 5% of our outstanding common stock. The Shareholders Agreement provides for the means of filling vacancies created by the departure of designees and requiring designees to offer to tender their resignation in certain circumstances.

The Board is currently composed of twelve (12) directors, each of whom was designated for nomination as a director in accordance with the Company’s corporate documents and, other than Ms. Burt, pursuant to the terms of the Shareholders Agreement described herein. Each of the nominees at the 2019 Annual Meeting has been nominated by the Nominating and Governance Committee and not specifically designated pursuant to the Shareholders Agreement.

Director Independence

The Board conducted an assessment of the independence of each director and determined that the following Company directors are currently independent:

In accordance with our Corporate Governance Guidelines and the corporate governance standards of the 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 SEC and NYSE rules.

The Board has also determined that Mr. Fasano is an “Audit Committee Financial Expert” 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:

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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 specific risk topics, including risks associated with our strategic plan, our capital structure and our business activities. 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 updated 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 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.

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Code of Ethics

We have adopted a code of conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions. A copy of this code of conduct is posted on our website at www.iqvia.com/investors. In the event the code of conduct is revised, or any waiver is granted under the code of conduct with respect to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions, notice of such revision or waiver will be posted on our website or disclosed on a current report on Form 8-K as required.

Succession Planning for Directors and Executive Officers

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 and the Shareholders Agreement, 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, 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 diverse and qualified slate of candidates.

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 online 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 iqviabod@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.

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DIRECTOR COMPENSATION

Non-Employee Director Compensation Program

Under our non-employee director compensation program, each member of the Board who is not an employee and who is not affiliated with the Sponsors or LGP is eligible to receive compensation consisting of an annual retainer of $100,000 paid in cash in quarterly installments and an annual grant of fully vested restricted stock units with a grant date fair value of approximately $200,000. In addition, under the program, eligible directors receive additional payments, paid in cash on a quarterly basis, for service on the committees of the Board. The Company also reimburses its directors for reasonable travel expenses and other out-of-pocket costs incurred in connection with attendance at Board meetings.

The non-employee director compensation program for directors who are not affiliated with the Sponsors or LGP is as follows:

Subsequent to the appointment of Dr. Leonard as independent Lead Director by the Board on July 25, 2018, the LDC Committee considered an analysis prepared by management in conjunction with the Committee’s independent consultant, Steven Hall & Partners, which summarized lead director compensation trends and pay levels at the same peer companies used to evaluate the compensation of our named executive officers (as described in “Compensation, Discussion and Analysis—Review of Peer Companies in 2018”, below). Following this review, the LDC Committee recommended, and the Board approved, effective beginning November 2018, an additional fee for the Lead Director in the amount of $42,500, payable in equal quarterly cash installments. There were no other changes in the compensation program for non-employee directors for 2018. Committee membership fees are not paid to the chairperson of a committee. The Board has the authority to set the terms of our non-employee director compensation program and may change those terms at any time.

Non-employee director compensation for 2018. The following table shows information regarding the compensation earned by our non-employee directors during 2018. The compensation received by our Chief Executive Officer during 2018 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 Sponsors or LGP receive compensation for their service on the Board.

2018 Director Compensation

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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 Sponsors or LGP 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 Sponsors or LGP 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. Goggins, who joined the Board in July 2017, each non-employee director not affiliated with the Sponsors or LGP 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.

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COMPENSATION DISCUSSION AND ANALYSIS

This discussion and analysis of our compensation program for our named executive officers 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.

Compensation of our named executive officers is determined under our compensation program for senior executives. This program is overseen by the LDC Committee. The LDC Committee, together with the Board with respect to certain matters, determines the compensation and benefits of the Company’s executive officers and administers the Company’s equity-based and other compensation plans. We last conducted a “say on pay” vote at the 2017 annual meeting of stockholders where our stockholders voted in favor of our executive compensation program and elected to hold a “say on pay” vote every three years. The next such vote will occur at our 2020 annual meeting of stockholders. As a general matter, we regularly communicate with many of our large investors to discuss governance matters and any other feedback stockholders have provided.

2018 Named Executive Officers

In this Compensation Discussion and Analysis, we focus on our executive officers listed in the “Summary Compensation Table” below and the other compensation tables included in this Proxy Statement (our “named executive officers”). For 2018, the following individuals were our named executive officers:

2018 Company Highlights

In 2018, we continued to make significant progress combining the Quintiles and IMS Health businesses during the second year of our three-year Merger integration. Highlights of the Company’s performance for 2018 include:

2018 Accomplishment Summary. 2018 was a year of major milestones and accomplishments for our organization. Once again, we were named to FORTUNE’S list of World’s Most Admired Companies and we earned top honors as the Best Contract Research Organization Full-service Provider by Scrip Awards. We extended our partnership with Salesforce to develop a suite of clinical trial technology, investing considerable resources and expertise into our innovative technology platforms to address critical client needs in the clinical area and in the regulatory, compliance, safety and quality space. Our Research & Development Solutions achieved total contracted services net new business (“NNB”) of $5.85 billion in 2018 and we closed the year with over $17.13 billion of Research & Development Solutions backlog. Our commercial Orchestrated Customer Engagement SaaS-based platform, which is built on best-in-class technologies such as Salesforce, Mulesoft, Heroku and others, gained significant traction in the market with over 30 life sciences clients deciding to standardize on our superior technology, including two top-20 global pharmaceutical companies. We also entered into an important collaboration with Genomics England to launch the first real-world research platform with integrated clinical and genomic data. In furtherance of our capital deployment strategy, we also completed strategic acquisitions and investments for a total investment of $372 million in net cash allowing us to enhance our capabilities and offerings. We also returned approximately $1.4 billion in 2018 to stockholders in the form of share repurchases.

We believe that the efforts of our named executive officers were critical to achieving these results and significant milestones. We considered a number of factors in assessing a named executive officer’s individual performance, including

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contribution to these business results and strategic objectives and the achievement of pre-established corporate and individual objectives, among other things, in determining a named executive officer’s annual incentive under our annual short-term incentive plan for 2018.

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 2018 Annual Report. For additional information regarding “Adjusted EBITDA,” and “Adjusted Diluted EPS,” including a reconciliation of these non-GAAP financial measures to net income, see Appendix A—Financial Reconciliations—attached hereto.

Performance Graphs. The following graphs show a comparison of the total cumulative shareholder return for our common stock, the Standard & Poor’s 500 Stock Index (“S&P 500”) and a select peer group for fiscal year 2018 and from May 3, 2016 (the announcement date of the Merger) through December 31, 2018.

The below graph assumes that $100 was invested in IQVIA Holdings Inc., the S&P 500 and the peer group as of the close of market on December 31, 2017, and assumes the reinvestments of dividends, if any.

2018 Total Shareholder Return (January 1, 2018 to December 31, 2018)

The below graph assumes that $100 was invested in Quintiles Transnational Holdings, Inc., predecessor to IQVIA, the S&P 500 and the peer group as of the close of market on May 3, 2016 (the announcement date of the Merger), and assumes the reinvestments of dividends, if any.

Total Shareholder Return Since Merger Announcement (May 3, 2016 to December 31, 2018)

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The companies in the peer group are publicly traded information services, information technology or contract research companies, and thus share similar business model characteristics to IQVIA, or provide services to similar customers as IQVIA. Some of these companies are also used by the LDC Committee for purposes of compensation benchmarking.

The S&P 500 and the peer group were included for comparative purposes only. They do not necessarily reflect management’s opinion that the S&P 500 and the 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.

These performance graphs shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference into any filing of IQVIA Holdings Inc. under the Exchange Act or under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Compensation Philosophy

The Board’s compensation philosophy for the Company continues to be primarily focused on creating an alignment between executive compensation and business performance by rewarding our executive officers for the achievement of strategic goals that are intended to contribute to long-term stockholder value. We emphasize performance-based, variable compensation over fixed compensation.

Principal Objectives of our Executive Compensation Program

Generally. Our executive team is critical to the Company’s success and to building value for our stockholders. The goals of our executive compensation program are to:

We have designed our executive compensation program with specific features to help achieve these goals and to promote related objectives that are important to our long-term success.

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

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Performance metrics. Our executive compensation program ties a substantial portion of each named executive officer’s compensation to the achievement of performance objectives over both the short- and long-term. We believe this approach to compensation demonstrates our “pay for performance” philosophy as well as our focus on creating longer-term value for our stockholders. The principal measures of our business performance, as they relate to our compensation programs for 2018, are set forth below:

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Definitions and reasons for use of performance metrics.

Decision-Making Responsibility

Roles of the LDC Committee, the Board and management in compensation decisions. The Company’s 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 management, including those of our Chief Executive Officer and our Chief Human Resources Officer, in making decisions regarding our executive compensation program and executive new hire compensation arrangements. Our Chief Executive Officer makes recommendations about annual base salary increases, annual cash incentive targets and payments and long-term incentive grants for our named executive officers (other than for himself). 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) the long-term incentive awards and the compensation of our named executive officers.

Use of compensation consultants. The LDC Committee retains a compensation consulting firm to provide it with objective analysis, advice and information, including competitive market data and compensation recommendations related to the compensation of our Chief Executive Officer and our other senior executives. The LDC Committee has directly engaged Steven Hall & Partners (the “external compensation consultant”) to act as its independent compensation consultant, to assist in gathering and analyzing market data, including benchmarking data, to inform the LDC Committee about compensation standards and trends, to advise the LDC Committee on program design, including the form and type of compensation and related performance measures, and to help with communications and the implementation of our compensation programs and policies, including our non-employee director compensation program (as described above). While the external compensation consultant may make recommendations on the form and amount of compensation delivered, the LDC Committee (or the Board as described above) makes all decisions regarding the compensation of our named executive officers. The LDC Committee reviews the appointment of the external executive compensation consulting firm annually.

The LDC Committee is solely responsible for approving payments to the external compensation consultant and for setting the terms and scope of the external compensation consultant’s engagement and the termination of this engagement. The external compensation consultant reports directly to the LDC Committee. The external compensation consultant provides only executive and non-employee director compensation consulting services to us and does not provide other services such as benefits administration or actuarial services.

After consideration of the independence assessment factors provided under the listing rules of the NYSE, the LDC Committee determined that the external compensation consultant was independent and that the work it performed during 2018 did not raise any conflicts of interest.

Compensation Setting Process

In 2018, the LDC Committee relied on several factors in its review of total direct compensation opportunities (annual base salary, target annual incentives and long-term incentives) for our named executive officers, including peer group data and available market data taken from certain surveys, as described below. The LDC Committee used this data as one factor in determining the overall level of compensation for our named executive officers. The LDC Committee targeted total compensation opportunities for our named executive officers, other than our Chief Executive Officer, at or near the median of

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our peer group and/or market survey group and determined that total compensation opportunities for our Chief Executive Officer should be at a level necessary to incentivize outstanding performance and help ensure continued long-term service to our Company. The LDC Committee considers comparisons to compensation levels at other companies to be helpful in assessing the overall competitiveness of compensation practices, but places a greater emphasis on overall compensation opportunities rather than on setting each element of compensation at or near the median for that element.

In addition to reviewing the market data described below, the LDC Committee also consulted our Chief Executive Officer and took his assessments and recommendations into account with respect to the other named executive officers, in addition to other factors such as experience and length of service of the named executive officer, relative responsibilities among members of the executive team, contributions by the named executive officer and business conditions.

Review of Peer Companies in 2018. The composition of our peer group reflects a mix of both industry and non-industry peers. These companies are ones with whom we compete for executive talent, or which are broadly similar to us based on certain characteristics, such as: financial size and performance as measured by revenue, capitalization, returns, growth and/or profitability; industry focus; scope of operations; employee base and market presence outside the United States; and organizational complexity. The peer companies, when selected, had annual revenues ranging from 0.5 times to 2.5 times our revenues. In 2018, the LDC Committee reviewed the peer group that it had established in 2017, which consists of the following thirteen companies, for its continued appropriateness and determined not to make any changes:

Review of Market Survey Data in 2018. In 2018, the LDC Committee considered peer group and market survey data when determining the elements and amount of total direct compensation for our named executive officers, other than our Chief Executive Officer, whose base salary and annual incentive target were established pursuant to his employment agreement.

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

For 2018, long-term incentive awards were determined in part based on non-binding Company grant guidelines developed using peer group and market survey data of the type described above. These guidelines, which are reviewed on an annual basis, cover employees at each of our senior executive levels, including our named executive officers, other than our Chief Executive Officer, and set forth proposed long-term target award values for each job level, which were established taking into account market survey data on target equity award values for employees with similar salaries and positions.

The LDC Committee also takes into account factors other than market and survey data in setting salary, short- and long-term incentives, which are the elements of total direct compensation. Such factors include the experience and length of service of the named executive officer, relative responsibilities among members of our executive team, contributions by the named executive officer and business conditions. The LDC Committee took into account all these same factors when determining Mr. Sherbet’s compensation at the time he was hired.

Other compensation. For other elements of compensation provided to our named executive officers, such as severance, change in control benefits, perquisites, retirement plans and health and welfare benefits, the LDC Committee intends to provide competitive and appropriate benefits and retirement and/or termination protection. 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 deemed appropriate and reasonable by the LDC Committee. The Company believes the cost of providing such perquisites in 2018 was reasonable and represents a relatively small percentage of the executives’ overall compensation packages.

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Chief Executive Officer compensation. The LDC Committee believes that our Chief Executive Officer has been instrumental in defining our strategy and leading the transformation of our business and positioning us for future growth. Our Chief Executive Officer has been critical in our evolution to becoming the leading global provider of advanced analytics, technology solutions and contract research services to the life sciences industry. The Board believes that this evolution, which is still in process, is fundamental to the long-term success of our Company.

When reviewing the compensation opportunities for the Chief Executive Officer, the LDC Committee considers various factors including our Chief Executive Officer’s historical compensation over the term of his employment with us, the retentive value of his current equity holdings, and the compensation of chief executive officers at public companies outside of the peer group described above, including significantly larger companies, which the LDC Committee believes are realistic competitors for his services.

In 2018, the LDC Committee undertook a review of our Chief Executive Officer’s employment agreement, which had last been amended and restated in February 2014, when he was Chief Executive Officer of IMS Health, then a private company, in advance of its initial public offering in April 2014 and prior to the Merger. The Company at the time was much smaller and less complex than our current, post-Merger organization. Additionally, the LDC Committee and the Board believed that it was important to provide our Chief Executive Officer with protections on his long-term incentive awards in the event of involuntary employment terminations because of the significance of such awards in his total compensation package. The LDC Committee also believed that the benefits he received from the Company aided in his ability to more efficiently perform his duties for the Company and therefore should be reflected in his agreement. Based on this evaluation, which included a review by the external compensation consultant of market practice at our peer group described herein, the LDC Committee recommended, and the Board approved, a new employment agreement with our Chief Executive Officer. The new employment agreement replaced and superseded our Chief Executive Officer’s prior employment agreement, preserved his existing salary, annual bonus opportunity, and other primary benefits, and included certain benefits that the Company previously provided him. Pursuant to his employment agreement, our Chief Executive Officer also receives certain protections, including accelerated vesting and full-term exercisability of long-term incentive awards (if applicable) in the event of his termination of employment under certain circumstances (i.e., involuntary, retirement, death or disability). Also on July 26, 2018, the Board, following the recommendation of the LDC Committee, amended outstanding long-term incentive awards previously granted to the Chief Executive Officer in 2015 through 2018 to provide for accelerated vesting and full-term exercisability (if applicable) consistent with the terms of his employment agreement. All of the material terms of our Chief Executive Officer’s new employment agreement are set forth in the narrative disclosure that follows the “Summary Compensation Table” below.

Elements of Compensation

As described in more detail below, the primary elements of the Company’s 2018 executive compensation program include:

Together, these items are intended to be complementary and serve the goals described above. The LDC Committee, however, does not have any formal policies or guidelines for allocating compensation between short- and long-term compensation, between cash and non-cash compensation or among different forms of cash and non-cash 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: (i) provide financial predictability and stability through fixed compensation that is less than a majority of total direct compensation at target, (ii) provide fixed compensation that will attract new executives and retain our existing executives with a market competitive rate, and (iii) provide fixed compensation that reflects the scope, scale and complexity of the executive role. Annual base salaries may be adjusted by the LDC Committee based upon the recommendations of our Chief Executive Officer (except with respect to his own salary) as well as market benchmarking data and analysis provided by the external compensation consultant. The recommendations made with respect to a named executive officer are generally based upon the executive’s individual annual performance review for the prior year’s performance, leadership and contribution to Company performance, as well as market conditions, peer group and/or market survey data and our overall budgetary guidelines. The LDC Committee takes all of these factors into account when making its decisions but does not assign a specific or pre-determined weight to any one factor. In addition to the annual salary review, the LDC Committee may also adjust base salaries during the year in connection with promotions, increases in responsibilities or to maintain competitiveness in the market.

The amount of our Chief Executive Officer’s annual base salary is set forth in his employment agreement, but remains subject to increase based on the same factors as described above for the other named executive officers. The LDC Committee did not increase his annual base salary during 2018 and his annual base salary remained at the level set in 2014.

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In 2018, the LDC Committee approved an initial base salary for Mr. Sherbet of $490,000 when he commenced employment with us in March, as well as increases in the annual base salaries of Messrs. Staub, Knightly and Sherbet in July. Mr. Staub’s base salary was increased by 3.0% to $587,100, Mr. Knightly’s base salary was increased by 7.0% to $535,000 and Mr. Sherbet’s base salary was increased by 3.1% to $505,000, in each case, effective on July 1, 2018. These base salary increases were made in connection with our annual performance review process and are reflective of merit increases. For additional information regarding the base salaries paid to our named executive officers in 2018, please refer to the “Summary Compensation Table” below.

Short-Term Incentive Awards

Annual Plan Overview. We have over 58,000 employees worldwide, with approximately 45,000 of these employees eligible to receive an annual short-term incentive award under our annual incentive plan (the “Annual Plan”). Under the Annual Plan, an eligible participant may earn a short-term incentive award based upon a variety of factors, including individual performance measured against the individual’s agreed upon objectives, the individual’s historical overall cash compensation, market compensation levels for the respective individual’s role, the individual’s contributions to his or her respective business unit or function and the performance of the individual’s respective business unit or function. Annual short-term incentive award payouts for each of our approximately 45,000 bonus-eligible employees range from 0% to 200% of his or her individual target annual short-term incentive.

Determination of Level of Achievement of Financial Measures and Other Qualitative and Quantitative Factors. The LDC Committee reviews achievement against pre-determined Revenue and Adjusted EBITDA goals for the Company as a whole, as described below, as well as several other quantitative and qualitative factors such as macro-economic influences on our Company’s business, the impact of material acquisitions or dispositions of businesses, the impact of any change (positive or negative) in currency exchange rates during the fiscal year, restructuring, tax or accounting rule adjustments, non-recurring and other significant non-operational items that impact performance, as well as non-financial factors such as customer satisfaction, achievement of customer wins, quality improvement, human capital management, sustainability efforts, talent retention and development, employee engagement and external recognition to determine actual amounts payable under the Annual Plan.

To measure 2018 corporate financial performance, the LDC Committee pre-established a blended Revenue (weighted 30%) and Adjusted EBITDA (weighted 70%) goal. The pre-established Revenue target for 2018 was $10,100 million, with a threshold of $8,585 million and a maximum of $11,615 million, and the pre-established Adjusted EBITDA target was $2,185 million, with a threshold of $1,857 million and a maximum of $2,513 million, each established using an average foreign exchange rate for 2018. If actual Revenue or Adjusted EBITDA is less than the threshold amount, the Annual Plan does not allow short-term incentive awards to be paid to our named executive officers. If Revenue and Adjusted EBITDA are both greater than the maximum amounts, the amount attributable to our financial performance is capped at 150% (subject to adjustment based on the factors described above).

Threshold, target and maximum performance-based goals were set under the Annual Plan early in 2018 by the LDC Committee. In establishing these goals, the LDC Committee considered current and anticipated business conditions and the applicable business plan and budget for the year, with a view that the threshold level should have a relatively higher probability of achievement and the maximum level should have a relatively lower probability of achievement, and that the payouts under the Annual Plan should serve as a significant incentive. In addition, the performance levels required for threshold, target and maximum payouts were intended to correlate to an appropriate return to stockholders in relation to the overall budgeted compensation payable for such level of performance.

After a review of the level of achievement against the financial targets, the LDC Committee determined that achievement was slightly above target for both Revenue and EBITDA. Because the level of achievement exceeded the threshold amounts for both Revenue and EBITDA, our named executive officers were eligible for short-term incentive awards under the Annual Plan. The LDC Committee then conducted a detailed review of each named executive officer’s level of achievement against a comprehensive set of individual performance objectives for 2018 that were both quantitative and qualitative and went beyond financial metrics to determine each named executive officer’s short-term incentive award as discussed below. Finally, the LDC Committee considered a range of macro-economic and Company-specific operational and non-operational factors (as described above) in support of management’s determination of the appropriate level of funding under the Annual Plan for management’s recommendations for our approximately 45,000 bonus-eligible employees, each of which received a short-term incentive award recommendation ranging from 0% to 200% of his or her target incentive.

Named Executive Officers. Each of our named executive officers, other than Mr. Erlinger, was eligible for an annual short-term incentive award in 2018 ranging from 0% to 200% of his target incentive. The target short-term incentive amounts (expressed as a percentage of base salary) for our named executive officers other than Mr. Sherbet did not change from 2017. The LDC Committee approved Mr. Sherbet’s target short-term incentive amount at the time he commenced employment with us in 2018 based on the same factors as described above under “Base Salary.”

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The target short-term incentive amount for each of our named executive officers for 2018 under the Annual Plan was as follows:

Named Executive Officer Goals. Payouts under the Annual Plan take into account a participant’s individual performance during the performance year. At the beginning of each fiscal year, each of our named executive officers meets with our Chief Executive Officer (or, in the case of our Chief Executive Officer, with the LDC Committee) to discuss his individual performance goals for the year. Each named executive officer’s individual performance goals are developed in consultation with our Chief Executive Officer for review with the LDC Committee and consist of a series of key strategic, financial, operational and/or leadership objectives that relate to the duties of the named executive officer for the fiscal year in support of the business objectives for the fiscal year. The following table lists certain key 2018 goals for each of our named executive officers:

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Named executive officer performance payout range. After the end of the fiscal year, the LDC Committee and our Chief Executive Officer (except with respect to his own individual performance goals) evaluate the named executive officer’s actual individual performance, including achievement of pre-established objectives, and contribution to our business results and strategic objectives, among other factors described above, in determining a named executive officer’s annual short-term incentive under the Annual Plan. Depending on the named executive officer’s individual performance level, his annual short-term incentive payout range will be from 0% to 200% of his target annual short-term incentive based on assessment of performance versus individual objectives.

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 against his individual performance goals and the other factors described above and determined that those goals had been achieved at the levels specified below. In considering each executive’s individual performance in 2018 and determining his annual short-term incentive award payout, the Committee specifically considered the following:

Ari Bousbib, Chairman, Chief Executive Officer, and President

The LDC Committee believes that Mr. Bousbib performed extremely well in 2018, specifically recognizing his role in:

Based on exceeding targets for all of his performance objectives and achieving more than expected results as described above, the LDC Committee approved an annual short-term incentive award for Mr. Bousbib of $6,300,000, or 196.9% of target.

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Michael R. McDonnell, Executive Vice President and Chief Financial Officer

Among Mr. McDonnell’s key achievements that the LDC Committee considered were the following:

Based on exceeding targets for some of his performance targets and achieving target for others, the LDC Committee approved an annual short-term incentive award for Mr. McDonnell of $600,000, or 108.6% of target.

W. Richard Staub, III, President, Research & Development Solutions

Among Mr. Staub’s key achievements that the LDC Committee considered were the following:

Based on exceeding targets for some of his performance objectives and achieving target for others, the LDC Committee approved an annual short-term incentive award for Mr. Staub of $615,000, or 125.0% of target.

Kevin C. Knightly, President, Technology & Commercial Solutions

Among Mr. Knightly’s key achievements that the LDC Committee considered were the following:

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Based on exceeding targets for some of his performance objectives and achieving target for others, the LDC Committee approved an annual short-term incentive award for Mr. Knightly of $575,000, or 130.7% of target.

Eric M. Sherbet, Executive Vice President, General Counsel and Secretary (since March 1, 2018)

Among Mr. Sherbet’s key achievements that the LDC Committee considered were the following:

Based on exceeding targets for some performance targets and achieving target for others, the LDC Committee approved an annual incentive award for Mr. Sherbet of $350,000, or 111.6% of target.

Long-Term Incentive Awards

The Company believes that substantial long-term returns for our stockholders are achieved through a culture that focuses on long-term performance by our named executive officers and other senior management. By providing our senior management with a meaningful equity stake in our Company, we are better able to align their interests with and create value for our stockholders.

In 2018, our annual grant of long-term incentive awards to our named executive officers under our 2017 Incentive and Stock Award Plan (the “2017 Plan”) generally consisted of a combination of stock appreciation rights (“SARs”), which only have value if our stock price increases from the date of grant and vest based on continued service, and performance shares, which are earned based on Company performance.

The LDC Committee believes that time-vesting SARs reinforce our goal of retaining key executives while incentivizing the creation of value for our stockholders. The SARs granted to our named executive officers in 2018 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.

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 our named executive officers in 2018 will be earned based on our financial results over the three-year period from January 1, 2018 through December 31, 2020. Performance is measured based on achieving compound annual Adjusted EPS growth goals (75% weighing) and Relative TSR goals (25% weighting). “Adjusted EPS” for purposes of the performance shares granted in 2018 means, with respect to each fiscal year during the performance period, our earnings per share, as adjusted to reflect the same adjustments as are made to “Adjusted Net Income” with respect to such fiscal year (as reported with respect to the relevant fiscal year in the Company’s earnings release), divided by

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the weighted-average shares of stock outstanding as of the end of the relevant fiscal year, calculated on a diluted basis and reported in the Company’s financial statements in accordance with GAAP. The performance goal for Adjusted EPS is subject to adjustment upon the occurrence of certain corporate events in accordance with the 2017 Plan and may be subject to such other adjustments for material or non-recurring events occurring during the relevant fiscal year as determined by the LDC Committee in its sole discretion. Our Relative TSR goal for the 2018 performance shares is based on our three-year total shareholder return performance as compared to the total shareholder return performance of the S&P 500 Index. The number of performance shares that may be earned ranges from 50% of the named executive officer’s target award, if the threshold levels of performance are achieved, to 200% of the target, if the maximum levels are achieved or exceeded. Each earned and vested performance share will be settled by delivery of one share of our common stock. Under the terms of the applicable award agreements, our named executive officers must remain employed through the end of the performance period in order to receive payment from any earned performance shares. For a description of grants made to our named executive officers during 2018 see the “2018 Grants of Plan-Based Awards” table.

When Mr. Sherbet commenced employment with the Company, his base salary, short-term incentive target and long-term incentive award were determined in a manner consistent with how such amounts were determined for our other named executive officers.

Retirement Plans

The Company believes that our retirement plans serve as an important tool to attract and retain our named executive officers and other key employees, and that we would be at a competitive disadvantage if we did not offer attractive retirement plans. We also believe that offering a baseline of stable retirement benefits encourages our named executive officers to make a long-term commitment to us. Consistent with our understanding of competitive market practice, we do not adjust the level of retirement plan benefits based on the value of a named executive officer’s long-term incentive awards nor do we adjust the level of a named executive officer’s total direct compensation for a given year in light of the value of retirement benefits.

The Company assumed the IMS Health retirement plans upon completion of the Merger and continued to sponsor and maintain the pre-Merger Quintiles and IMS Health retirement plans until the harmonization of U.S. employee benefit plans was complete. In connection with these harmonization efforts, effective January 1, 2018, the IMS Health Savings Plan, a tax qualified 401(k) retirement plan, was merged into the Quintiles 401(k) Plan and renamed the IQVIA 401(k) Plan. In addition, the Quintiles Savings Equalization Plan and the IMS Health Savings Equalization Plan were terminated and replaced, effective January 1, 2018, with the IQVIA Savings Equalization Plan. The summaries below of each of our retirement plans should be read in conjunction with the tables, and related footnotes, under the sections entitled “Compensation of Named Executive Officers—Pension Benefits,” “—Defined Benefit Retirement Plans” and “—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.

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Severance and Change in Control Arrangements

We provide severance and change of control protection to our Chief Executive Officer pursuant to his employment agreement, as amended, and as described above. Mr. McDonnell has severance protection in his employment arrangements and also participates in the Quintiles Change in Control Severance Plan (the “Quintiles CIC Plan”). Mr. Staub has severance protection pursuant to his employment agreement. Mr. Knightly and Mr. Sherbet have severance protection through our Employee Protection Plan. These employment agreements and plans are summarized below under “—Potential Payments upon Termination or Change in Control” below. Our severance and change in control protections are designed to be fair and competitive to aid in attracting and retaining experienced executives, including our named executive officers. We believe the protection we provide, including the level of severance payments, post-termination benefits and our limited change in control benefits, is appropriate and within the range of competitive practice.

The provisions of our employment agreements, plans and other compensation arrangements generally do not provide for severance, change in control payments, or benefits that provide an 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, except for certain limited circumstances, such as the provision of COBRA coverage to Mr. Erlinger.

Other Policies

Other policies and practices that contribute to achieving the objectives of our executive compensation program include:

Perquisites. In addition to benefits provided to our employees generally, we provided the following perquisites to our named executive officers in 2018.

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Share ownership guidelines. Under the Company 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 following multiples of their annual base salaries:

Our share ownership guidelines are designed to increase each named executive officer’s ownership stake in us and align their interests with the interests of our stockholders.

For purposes of the policy, shares are treated as owned if they are owned directly, held through the named executive officer’s account under our retirement plans, or if they are underlying unvested time-based restricted stock unit awards or unvested time-based restricted stock awards. Shares are not counted as owned for purposes of our share ownership guidelines if they are underlying any unvested performance shares or other performance-based awards or underlying any stock option award or stock appreciation rights award, whether or not vested. While there is no set period in which these ownership levels must be met, individuals covered by the guidelines, including our named executive officers, are required to retain at least 50% of the shares, net of applicable tax withholding and payment of exercise price (if applicable), received upon the vesting of long-term incentive awards, or the exercise of stock options or stock appreciation rights, until these share ownership guidelines are met. As of December 31, 2018, 60% of our named executive officers, including our Chief Executive Officer, met or exceeded their share ownership guideline.

Clawback policy. We maintain a formal recoupment, or “clawback,” policy for the recovery of incentive-based compensation paid to current and former executive officers on the basis of financial results that are subsequently restated as a result of misconduct or material noncompliance with financial reporting requirements under GAAP and SEC rules. The Board has the sole discretion to invoke the policy and direct our Company to recover incentive-based compensation received by such persons on the basis of the restatement.

Risk Assessment

In designing executive compensation, the LDC Committee seeks to create incentives to promote the long-term business success of the Company without encouraging undue risk taking. The LDC Committee has reviewed our compensation programs and has concluded that the risks arising from them are not reasonably likely to have a material adverse effect on us. We do not believe that our compensation programs generally, including the executive compensation program, encourage excessive or inappropriate risk-taking. While appropriate risk-taking is a necessary component of growing a business, the LDC Committee and management have focused on aligning our compensation policies with our long-term interests and avoiding short-term rewards for management and employee decisions that could pose undue long-term risks.

Tax Deductibility

Section 162(m) of the Internal Revenue Code limits the deductibility of compensation paid to certain individuals to $1 million, subject to certain grandfathering rules for compensation in effect on November 2, 2017 and not materially modified after such date. The LDC Committee believes that its primary responsibility is to provide a compensation program that meets the objectives described above, and that stockholder interests are best served if it retains flexibility and discretion to approve compensation arrangements even if they may not qualify for full or partial tax deductibility and to amend existing arrangements even if such amendment could result in a loss or limitation of deductibility. Therefore, the LDC Committee has approved compensation arrangements for executive officers that did not qualify for full tax deductibility due to Section 162(m) and will continue to do so in the future.

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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 the Company’s 2018 Annual Report for filing with the SEC.

The Leadership Development and Compensation Committee

Ronald A. Rittenmeyer, Chairman

John P. Connaughton

Jack M. Greenberg

Todd B. Sisitsky

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COMPENSATION OF NAMED EXECUTIVE OFFICERS

2018 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, 2018, 2017, and 2016, if the named executive officer was an executive officer in that fiscal year.

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2018 All Other Compensation

The following table details the components of the amounts reflected in the “All Other Compensation” column of the Summary Compensation Table for each of our named executive officers for the fiscal year ended December 31, 2018.

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2018 Grants of Plan-Based Awards

The following table sets forth information regarding plan-based awards made to each of our named executive officers during 2018.

Narrative disclosure to summary compensation table and 2018 grants of plan-based awards table. We have entered into agreements with Messrs. Bousbib, McDonnell, Staub and Sherbet governing the terms of their employment. The material terms of each of the agreements with these named executive officers are described below.

Employment Agreement with our Chief Executive Officer

In July 2018, we entered into a new employment agreement with our Chief Executive Officer, replacing and superseding his prior employment agreement, which was amended and restated in February 2014. The new employment agreement has a three-year term, with automatic one-year renewals thereafter unless either party gives a notice of non-renewal at least sixty days in advance. Under the employment agreement entered into in July 2018, the Chief Executive Officer’s annual base salary remained unchanged at $1.6 million per year, subject to annual review, and he remains eligible to receive an annual bonus with a target amount of 200% of his annual base salary. Our Chief Executive Officer also remains entitled to participate in our savings, retirement and health and welfare plans and certain deferred compensation plans in accordance with their terms, and is also entitled to certain perquisites previously disclosed and described more fully under “Compensation Discussion and Analysis—Other Policies—Perquisites”, and in note 6 to the “All Other Compensation” table, above. The employment agreement also includes 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 two years following his employment with us.

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Letter Agreements with Mr. McDonnell

In October 2015, the Company entered into a letter agreement with Mr. McDonnell in connection with his appointment as Chief Financial Officer. The term of the letter agreement with Mr. McDonnell will continue until it is terminated pursuant to its terms. Either party to the letter agreement may terminate the employment relationship without cause at any time upon giving the other party with 90 days’ advance written notice. Under the letter agreement, Mr. McDonnell’s annual base salary is $650,000 and his target annual cash incentive is 85% of his annual base salary. Pursuant to the letter agreement, Mr. McDonnell is entitled to participate in our savings, retirement and welfare plans in accordance with their terms. The letter agreement also provided for a one-time equity award in the form of time-based restricted stock units with an aggregate grant date dollar value equal to $2,500,000 (the “Sign-On RSUs”).

Mr. McDonnell is also subject to a Non-Competition, Non-Solicitation, Confidentiality and Intellectual Property Agreement (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.

In October 2016, in connection with the Merger, we and Mr. McDonnell entered into a second letter agreement, which included amendments to, and the waiver of, certain provisions of Mr. McDonnell’s existing employment arrangements, and pursuant to which we required him to relocate to the New York/New Jersey metropolitan area in exchange for full vesting of his Sign-On RSUs and an additional one-time equity grant, all of which occurred in 2017.

Letter Agreement with Mr. Staub

In November 2016, we entered into a letter agreement with Mr. Staub in connection with his appointment as President, Research & Development Solutions. The letter agreement does not specify a term of employment and either we or Mr. Staub may terminate the employment relationship at any time for any reason. Under his letter agreement, Mr. Staub’s annual base salary was $540,000, and has since been increased to $587,100, his target annual bonus is 85% of his annual base salary, and he is entitled to participate in our savings, retirement and welfare plans 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.

Letter Agreement with Mr. Sherbet

In January 2018, we entered into a letter agreement with Mr. Sherbet in connection with his hire and appointment as our Executive Vice President, General Counsel and Secretary, effective March 1, 2018. The letter agreement does not specify a term of employment and either we or Mr. Sherbet may terminate the employment relationship at any time for any reason. Under his letter agreement, Mr. Sherbet’s annual base salary is $490,000, which was subsequently increased to $505,000, his target annual bonus is 75% of his annual base salary and he received a long-term incentive award with a grant date value of $550,000. He is also entitled to participate in our savings, retirement and welfare plans in accordance with their terms. Under his letter agreement, Mr. Sherbet was also entitled to a one-time relocation allowance of $25,000, which he received in 2018. In addition, we agreed to provide Mr. Sherbet with certain additional relocation benefits if he relocates to the Parsippany, New Jersey area within three years of his hire date.

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 following his termination of employment for any reason.

Employment Agreement with Mr. Erlinger.

Prior to his termination of employment, Mr. Erlinger had been a party to an employment agreement with the Company. Under this agreement, which was entered into in November 2012, he was entitled to an annual base salary of $400,000 (which had increased to $490,000 prior to his retirement) and an annual target cash incentive of 75% of his annual base salary. He was also entitled to participate in our savings, retirement and welfare plans in accordance with their terms. This agreement terminated (other than the provisions that expressly survive termination) in connection with his retirement effective February 28, 2018.

For a summary of the payments and benefits our named executive officers may be entitled to receive in connection with a termination of employment or upon a change in control, as well as a summary of the payments and benefits Mr. Erlinger received in connection with his retirement, see “—Potential Payments upon Termination or Change in Control.”

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Outstanding Equity Awards at Fiscal Year-End for 2018

The following table sets forth information regarding long-term incentive awards held by our named executive officers as of December 31, 2018.