IQVIA HOLDINGS INC.
For the period ended Apr 23, 2026. Filed Feb 27, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 23, 2026 · Filed Feb 27, 2026
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
☑ Filed by the Registrant☐ Filed by a Party other than the Registrant
| Check the appropriate box: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
IQVIA HOLDINGS INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| Payment of Filing Fee (Check all boxes that apply): | |
|---|---|
| ☑ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Notice of 2026 Annual Meeting of Stockholders
| Date and TimeThursday, April 23, 20269:00 a.m. Eastern Time | LocationHotel Zero Degrees15 Milestone RoadDanbury, Connecticut 06810 | Who May VoteStockholders of record at the close of business on the record date of February 23, 2026 |
AGENDA
| Item of Business · Board Recommendation · Page Reference | ||||
|---|---|---|---|---|
| 1 | Annual election of the director nominees named in the accompanying Proxy Statement | ü | FOR each nominee | 10 |
| 2 | Advisory (non‑binding) vote to approve our executive compensation (say‑on‑pay) | ü | FOR | 41 |
| 3 | Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026 | ü | FOR | 105 |
| 4 | Approval of IQVIA Holdings Inc. 2026 Incentive and Stock Award Plan | ü | FOR | 108 |
| 5 | Stockholder proposal, if properly presented | û | AGAINST | 116 |
The full text of these proposals appears in the accompanying Proxy Statement.
YOUR VOTE IS IMPORTANT
To make sure your shares are represented, please cast your vote as soon as possible in one of the following ways:
| INTERNET | TELEPHONE | |
| Go to the website shown on your proxy card and follow the instructions | Use the toll‑free number shown on your proxy card or voting instruction form | Mark, sign and date your proxy card and return it in the postage‑ paid envelope |
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to Be Held on April 23, 2026:
Our Notice of Meeting, Proxy Statement, Form of Proxy Card & 2025 Annual Report on Form 10‑K are available at: https://materials.proxyvote.com/46266C
We recommend that you review the information on the process for, and deadlines applicable to, voting, attending the 2026 Annual Meeting and appointing a proxy under “About the 2026 Annual Meeting” on page 124 of the Proxy Statement.
By Order of the Board of Directors,
Eric M. Sherbet
Executive Vice President, General Counsel and Secretary
February 27, 2026
Durham, North Carolina
Our proxy materials, which include the Proxy Statement and our 2025 Annual Report, are first being mailed or made available to stockholders on or about February 27, 2026.
YOUR VOTE IS IMPORTANTPlease register for e‑delivery of proxy materials: Scan the QR Code or visit www.proxyvote.com
IQVIA HOLDINGS INC.2400 Ellis RoadDurham, North Carolina 27703
John M. Leonard, M.D.Lead Independent Director
Dear Stockholders:
On behalf of the Board of Directors, I would like to thank you for your continued support of IQVIA. As your Lead Independent Director, it is my distinct pleasure to outline the efforts of the Board to provide robust, independent oversight in furtherance of your interests. As in prior years, the Board worked closely with our Chief Executive Officer and management team throughout 2025 to further IQVIA’s overall mission, continue our strong corporate governance program, and proactively engage with our stockholders.
Robust Corporate Governance and Independent Oversight of the Company’s Long-Term Strategy
An essential role of the Board is to provide robust corporate governance and effective independent oversight of IQVIA’s corporate strategy. The Board works closely with our Chief Executive Officer and senior management to formulate and oversee the Company’s long-term strategy to ensure that we are well positioned to succeed in a complex and rapidly changing healthcare and macroeconomic environment.
The pace of innovation and technological change has increased exponentially over the past several years with the rapid adoption of artificial intelligence, resulting in fundamental shifts that are reshaping how the life sciences industry advances research, delivers care and improves health outcomes globally. With our breadth of expertise, IQVIA is at the forefront of this transformation, collaborating with a broad array of industry participants to deliver transformative technology across the full spectrum of healthcare delivery from clinical development to commercialization.
The Board thoughtfully oversees IQVIA’s AI strategy, receiving frequent updates from management. IQVIA applies robust AI governance principles in its AI use cases. We integrate AI governance into our broader corporate governance through the work of our AI Governance Council, with consulting and advisory support from our Center for Defensible Data and AI.
Board Composition and Refreshment
Through purposeful refreshment, we have built a highly engaged Board that effectively brings its collective, independent judgment to bear on IQVIA’s long-term strategic priorities. Our directors possess a balanced mix of skills, experience, and perspectives that support our business objectives as we navigate a shifting regulatory and macroeconomic environment and rapid technological innovation. As always, we continue to evaluate our Board’s composition, leadership structure, and governance practices with an eye towards the future, and in consideration of valuable input received from our stockholders, whose perspectives inform IQVIA’s approach to sound corporate governance.
We welcomed Dr. William G. Kaelin, Jr. to the Board in 2025. Bill is a Nobel Laureate, scientist, academic, and physician who provides valuable leadership and decades of experience in medical research and discovery, particularly in oncology. Bill is currently a Senior Physician-Scientist at Brigham and Women’s Hospital in Boston and the Sidney Farber Professor of Medicine at the Dana-Farber Cancer Institute and Harvard Medical School. Bill’s appointment directly addressed feedback from stockholders that they would like to see more industry and scientific experience on our Board.
We have recruited five new members of our Board since 2017, providing a steady refreshment of new talent and viewpoints to support robust governance, strategic oversight and informed decision-making.
MESSAGE FROM OUR LEAD INDEPENDENT DIRECTOR
Management Succession Planning
Management succession planning remains a top priority for the Board, reflecting its importance to business continuity and long-term stockholder value. The Board takes a leading role in planning for the succession of key executive roles. The Leadership Development and Compensation Committee performs an annual deep dive to review detailed assessments of a broad group of senior leaders and their potential to succeed our executive management team and carry forward the Company’s long-term strategy.
In 2025, following a thoughtful and deliberate Chief Financial Officer succession process, Michael J. Fedock was selected to succeed Ronald E. Bruehlman as Executive Vice President and Chief Financial Officer of IQVIA, effective February 28, 2026. Mike is exceptionally well-prepared to lead our Finance organization and support our long-term growth strategy as he brings deep industry experience, strong financial expertise and a proven track record within IQVIA. We thank Ron for his many years of exceptional leadership and all he has done to support a seamless transition.
In addition, at the end of 2025, we implemented a new, go-forward organizational model to strengthen collaboration, enhance efficiency, and support continued growth. This better aligns our teams with how our operating model has evolved to adapt to the new ways our clients purchase our capabilities. As part of this reorganization, several new executive officers were appointed and new leadership opportunities for managers were created throughout the business, further strengthening our pipeline of future leaders.
Each year, we prioritize engaging with stockholders and answering their questions about our corporate governance, human capital management, executive compensation and other matters of importance. In 2025, the Company extended meeting invitations to approximately 30 of our top institutional stockholders, representing about 65% of our voting shares outstanding. These conversations are tremendously valuable, as they provide an opportunity to learn from our investors and better understand their perspectives on how IQVIA is performing and where we can improve. Both Carol Burt, chair of our Leadership Development and Compensation Committee, and I participated in these meetings in 2025. The feedback we received was shared with the Board and will help inform decisions we make throughout the coming year. We look forward to more of these discussions in 2026.
As we move forward in 2026 and beyond, we will continue to work hard on your behalf as stewards of the Company to help ensure the continued success of IQVIA. On behalf of the full Board, I sincerely thank you for your continued trust and investment in IQVIA. Your vote is important, and we kindly request that you support our voting recommendations contained in this Proxy Statement and invite you to share your perspectives with us throughout the year.
Sincerely,
John M. Leonard, M.D.
Lead Independent Director
IQVIA HOLDINGS INC.2400 Ellis RoadDurham, North Carolina 27703
Ari BousbibChairman and Chief Executive Officer
Dear Stockholders:
At IQVIA, our mission is to accelerate innovation for a healthier world. We are able to accomplish our mission because of our 93,000 dedicated employees—including more than 35,000 healthcare professionals, clinicians and epidemiologists; approximately 4,000 advanced analytics experts, data scientists and statisticians; and more than 13,000 technology specialists. They are the ones who deliver their innovative solutions to more than 10,000 life science and healthcare customers in more than 100 countries.
2025 was a year defined by industry challenges, including heightened geopolitical tensions; U.S. healthcare policy shifts; persistent macroeconomic pressures, including high interest rates; constrained biopharmaceutical funding and capital availability; and uncertainty across the industry and global markets, resulting in delayed customer decision-making.
As we navigated these challenges, we acted decisively, prioritizing flawless execution of client programs and developing new client relationships, while launching multiple initiatives to strengthen operational efficiency. We continued to invest for the long term and never lost focus on our strategic and client priorities. Through these efforts, IQVIA delivered strong financial and operational performance, and advanced our strategic priorities in our mission to improve patient outcomes.
Financial, Strategic and Operational Performance
In 2025, we delivered revenue of $16.3 billion, representing 5.9% growth on a reported basis compared to 2024. Adjusted EBITDA increased 2.8% to $3.8 billion, and Adjusted Diluted Earnings per Share grew by 7.1% to $11.92. Free Cash Flow was strong at $2.1 billion, representing 99% of Adjusted Net Income.
This performance enabled continued reinvestment in innovation, including $1.8 billion in strategic acquisitions and other investments. We also returned $1.2 billion to stockholders through the repurchase of approximately 7.4 million shares of common stock. In addition, we refinanced more than $6 billion of debt, strengthening our capital structure and further enhancing operational efficiencies.
Across our business segments, including Research & Development Solutions (R&DS), Technology & Analytics Solutions (TAS) and Contract Sales & Medical Solutions (CSMS), we delivered full-year revenue growth on a reported basis of 4.3%, 7.6% and 9.7%, respectively.
A wide range of strategic and operational achievements drove these 2025 results, including:
Clinical Research Achievements. Despite the industry-wide challenges described above, R&DS delivered an industry-leading, record contracted backlog of $32.7 billion, representing 5.3% growth compared to 2024. We added more than 400 net new R&DS clients, with strong momentum among emerging biopharmaceutical companies. We executed strategic acquisitions that expanded our site footprint in early‑phase clinical oncology and in the clinical pharmacology space, strengthening capabilities across the clinical development continuum. We helped clients advance critical programs—from global Phase III oncology and obesity trials to launching innovative treatments in rare disease and underserved patient communities. We launched Clinical Trial Financial Suite, an AI-enabled platform orchestrating all financial aspects of clinical trials. Driving operational efficiencies remained a
MESSAGE FROM OUR CEO
major priority, and we surpassed our R&DS cost‑reduction targets, building on the significant savings delivered over the last two years.
Strong Commercial Growth. TAS and CSMS exceeded expectations, as clients increased their focus on drug launches and commercial programs. Through disciplined execution and strategic focus, we accelerated growth in our MedTech and Consumer Health business lines. We completed a strategic acquisition of a value-based care performance analytics software platform, which increased our capabilities in payer analytics. We earned industry recognition in 2025, including being named one of the “World’s Best Management Consulting Firms” by Forbes.
Evidence-Based Patient Research. In line with our commitment to improve patients’ lives, we expanded our library of scientifically validated electronic clinical outcome assessments that measure patients’ experiences with their conditions and treatments. We further strengthened our scientific thought leadership in real‑world evidence with more than 250 external scientific publications and two industry books on patient‑centered research. We advanced the digitization of patient support programs to streamline workflows for treatment access and adherence with the recent launch of IQVIA’s Patient Experience Platform, which already has secured five new customers. We accelerated growth across Medical Affairs and Patient Centered Solutions and received multiple industry awards, including the MedTech Breakthrough Award for Best Mobile App for Patient Engagement for our Health Research Space platform, which supports clinical trial efficiency and improves patient care.
Innovation in Technology and AI. AI continues to redefine the life sciences landscape. We advanced our AI strategy by expanding key partnerships to strengthen ecosystem interoperability, launching new AI‑enabled solutions across multiple business units and positioning IQVIA for sustained growth through the development of AI agents for both internal use and external offerings. In R&DS, we are expanding our use of AI to simplify and accelerate some of the most complex clinical trial workflows. For nearly a decade, we have used technology to identify better sites and improve recruitment. By automating end-to-end workflows, we are reducing delays between development phases to accelerate the journey of drugs to market. We are also building AI agents to facilitate how data is managed at every stage—from compiling the trial master file to data collection and analysis of final outcomes. Across our TAS business, we introduced several AI-enabled offerings—including Global Market Insights Agent, Field Force Companion, and AI Scientific Literature Review—bringing faster insights, greater automation and more precise decision support to our customers. To protect these innovations, we filed more than 90 AI-related patent applications in 2025.
We remain committed to using AI responsibly, with capabilities built on IQVIA’s Healthcare-grade AI® and best-in-class approaches to privacy, regulatory compliance and patient safety. AI governance at IQVIA is conducted through our AI Governance Council and Center for Defensible Data and AI, furthering responsible use, regulatory compliance and adherence to the highest industry standards. Reinforcing our position as a scientific thought leader, we published more than 120 AI‑focused articles and earned several industry recognitions, including being named one of TIME’s World’s Top HealthTech Companies; being recognized as a Leader in Everest Group’s Life Sciences AI and Analytics Services for Commercial PEAK Matrix® Assessment 2025; and receiving Everest Group’s highest ranking for generative AI leadership in life sciences—the only clinical research organization to receive this distinction.
Investments in Talent
Our achievements are driven by the extraordinary talent and dedication of IQVIANs worldwide. Consistent with our longstanding commitment to employee growth, we continue to invest heavily in learning and development. In 2025, we accelerated our talent learning efforts through an AI and data analytics upskilling program, with over 230,000 employee engagements with our AI learning resources.
Our commitment to employee growth and engagement is reflected in how we listen to and act on employee feedback. In 2025, we exceeded Fortune 500 benchmarks for key engagement metrics. Notably, 91% of employees agreed they are acquiring the knowledge and skills to be effective in their roles—eight points above the Fortune 500 benchmark average—and 95% of employees reported they understand how to raise ethical concerns, exceeding the benchmark average by three points.
This sustained focus on talent, development and engagement has also been recognized externally. IQVIA received five Human Capital Management Excellence Awards from the Brandon Hall Group recognizing IQVIA’s best-in-class onboarding, hybrid learning, leadership development, custom content and use of blended learning.
Corporate Governance
In addition to advancing our business objectives, we remain focused on the principles that underpin responsible, long‑term value creation. Strengthening our corporate governance program is central to those efforts, and we take
MESSAGE FROM OUR CEO
shareholder feedback seriously. In direct response to shareholder input requesting deeper scientific expertise on IQVIA’s Board of Directors, we appointed Dr. William G. Kaelin, Jr., M.D.—a Nobel Prize–winning physician scientist— whose expertise further strengthens the depth and distinction of our already distinguished Board.
This same commitment to responsible governance extends to our sustainability efforts. 100% of our laboratories have continued their My Green Lab® certification. We expanded ISO 14001 and 45001 certification to 41% of our laboratories, including our five largest U.S. facilities. And we redesigned test kits to significantly reduce plastics and cardboard, eliminating 162 metric tons of CO 2 emissions.
Public Health Advances
Our differentiated capabilities, scientific expertise and global scale uniquely position us to help tackle some of the world’s most complex public health problems in collaboration with global health stakeholders. In 2025, this commitment was reflected in our continued deployment of teams across more than 50 countries to support critical public health concerns, including disease outbreaks in Ethiopia (Marburg virus disease), Uganda (Ebola), and Senegal and The Gambia (Rift Valley fever).
Expanding participation in clinical trials remains central to our vision of powering smarter healthcare for everyone, everywhere. With our global reach and ability to locate trials close to the patients they aim to serve, IQVIA is uniquely equipped to design studies that better reflect a wider spectrum of patient needs and experiences.
Just as importantly, IQVIANs continue to make a positive impact in the communities where they live and work. Through our annual IQVIA Day, IQVIA employees around the world volunteered their time to preserve natural spaces, enhance community environments, support populations and care for children—demonstrating our shared commitment to making a positive local impact.
Looking Beyond Our 2025 Accomplishments
2025 was a year of meaningful internal transformation. We simplified our organization to strengthen collaboration, enhance efficiency, and support continued growth. This better aligns our teams with how our operating model has evolved to adapt to the new ways our clients purchase our capabilities. Through this work, we also strengthened our leadership pipeline by thoughtfully selecting and promoting high‑potential employees into critical roles, ensuring they have the opportunities and support needed to lead our strategy forward. I am pleased with the successful process that led to the appointment of Michael J. Fedock as our new Executive Vice President and Chief Financial Officer, effective February 28, 2026. I have worked with Mike very effectively over the past nine years. I want to take this opportunity to thank Ron Bruehlman for his exceptional leadership of the Finance function and for the many contributions he has made to our Company.
While 2025 presented challenges, we are operating in an era of unprecedented scientific and technological advancement—where AI, data science and medical innovation are accelerating new possibilities for our customers and the patients we collectively serve. As the healthcare landscape continues to evolve, I am confident in IQVIA’s ability to create meaningful impact and continue advancing our mission.
Indeed, IQVIA was once again recognized as the No. 1 most admired company in its category on the Fortune® World’s Most Admired Companies™ list for the work we did in 2025. This marks the fifth consecutive year we have secured the top spot in the Health Care: Pharmacy and Other Services category, and the ninth year in a row that we have been included on the list. Notably, IQVIA ranked first on seven of the nine key attributes evaluated— innovation, people management, use of corporate assets, financial soundness, long‑term investment value, quality of products and services, and global competitiveness.
I am proud of all we accomplished in 2025. Above all, I am deeply grateful for the resilience, ingenuity and dedication of our employees and for the trust placed in us by our stockholders, customers and partners. I look forward to sharing our continued progress in 2026 and beyond.
Ari Bousbib
Chairman and Chief Executive Officer
Table of Contents
| Proxy Statement Summary | 1 |
|---|---|
| Who We Are | 1 |
| IQVIA’s AI Leadership | 2 |
| 2025 Key Performance Metrics | 3 |
| Smarter Healthcare for Everyone, Everywhere | 5 |
| Corporate Governance Highlights | 6 |
| Executive Compensation Practices Highlights | 8 |
| PROPOSAL NO. 1 Election of Directors | 10 |
| Board Nominees | 11 |
| Director Compensation | 17 |
| Non-Employee Director Compensation Program | 17 |
| Corporate Governance | 20 |
| Documents Establishing Our Corporate Governance | 20 |
| Corporate Governance Enhancements | 21 |
| Leadership Structure | 23 |
| Board’s Role in Risk Oversight | 28 |
| Meetings and Executive Sessions | 31 |
| Board Evaluation Process | 31 |
| How to Contact the Board and its Committees | 31 |
| Sustainability | 32 |
| Stockholder Engagement | 39 |
| PROPOSAL NO. 2 Advisory Non-Binding Vote on Executive Compensation | 41 |
| Compensation Discussion and Analysis | 42 |
| Executive Summary | 43 |
| Say-on-Pay | 49 |
| Compensation Philosophy | 50 |
| Compensation of Our Chief Executive Officer | 50 |
| Overview of Our Executive Compensation Program | 52 |
| Elements of Compensation | 54 |
| 2025 Compensation Determinations | 61 |
| Rigorous Accountability, Risk-Mitigation and Recovery Provisions | 83 |
| Compensation Committee Report | 85 |
| Compensation of Named Executive Officers | 86 |
| 2025 Summary Compensation Table | 86 |
| 2025 Grants of Plan-Based Awards | 88 |
| Outstanding Equity Awards at Fiscal Year‑End for 2025 | 90 |
|---|---|
| 2025 Option Exercises and Stock Vested | 93 |
| 2025 Pension Benefits | 94 |
| IMS Health Defined Benefit Retirement Plans | 95 |
| 2025 Non-Qualified Deferred Compensation | 96 |
| Potential Payments Upon Termination or Change in Control | 97 |
| CEO Pay Ratio | 100 |
| Pay versus Performance | 101 |
| PROPOSAL NO. 3 Ratification of the Appointment of the Independent Registered Public Accounting Firm | 105 |
| Audit | 106 |
| Audit Committee Report | 106 |
| Fees Paid to Independent Registered Public Accounting Firm | 107 |
| PROPOSAL NO. 4 Approval of IQVIA Holdings Inc. 2026 Incentive and Stock Award Plan | 108 |
| PROPOSAL NO. 5 Stockholder Proposal | 116 |
| IQVIA’s Statement in Opposition | 117 |
| Security Ownership of Certain Beneficial Owners and Management | 121 |
| Certain Relationships and Related Person Transactions | 123 |
| Related Party Transactions Approval Policy | 123 |
| About the 2026 Annual Meeting | 124 |
| Other Relevant Information | 128 |
| Compensation Committee Interlocks and Insider Participation | 128 |
| Overview of Russian Operations | 128 |
| Other Matters | 128 |
| Stockholder Proposals and Nominees for 2027 Annual Meeting of Stockholders | 129 |
| Incorporation by Reference | 129 |
| Cautionary Note Regarding Forward-Looking Statements | 129 |
| APPENDIX A Financial Reconciliations | 131 |
| Use of Non-GAAP Financial Measures | 131 |
| APPENDIX B IQVIA Holdings Inc. 2026 Incentive and Stock Award Plan | 135 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.