IQVIA HOLDINGS INC (IQV)
Sector: Health Care
2026 Annual Meeting Analysis
IQVIA HOLDINGS INC · Meeting: April 23, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Annual election of the director nominees named in the accompanying Proxy Statement
CEO and director since 2016; IQV's 3-year return is -23% versus the peer group median of -6.5%, a gap of -16.5 percentage points — below the 20-percentage-point trigger required for a negative 3-year TSR, so the underperformance threshold is not breached; no other disqualifying flags identified.
Independent director since 2019 with strong healthcare finance background; attendance is 75% or above; holds one outside public company board seat; TSR trigger does not fire; no disqualifying flags.
Independent director since 2016 with extensive investment and private equity experience; proxy discloses two outside public company board seats (Life Time Group Holdings and Mister Car Wash), which is below the four-board overboarding threshold; TSR trigger does not fire; no disqualifying flags.
Independent director since 2016 with deep finance and investment expertise; serves as Audit Committee Chair and is designated an Audit Committee Financial Expert; TSR trigger does not fire; no disqualifying flags.
Independent director since 2017 with over 20 years of healthcare industry leadership; serves as N&G Committee Chair overseeing sustainability; TSR trigger does not fire; no disqualifying flags.
Appointed to the board in November 2025, less than 24 months ago, making him exempt from the TSR trigger under the new-director exemption; Nobel Laureate with deep scientific expertise directly responsive to stockholder feedback; no disqualifying flags.
Lead Independent Director since 2015 with strong healthcare executive credentials; serves as CEO of Intellia Therapeutics (one outside public company seat), which is below the two-seat threshold for sitting CEOs; TSR trigger does not fire; no disqualifying flags.
Independent director since 2022 with financial services leadership experience; joined within the last four years but more than 24 months ago — TSR trigger evaluated proportionally and does not fire given the gap of -16.5pp is below the 20pp threshold for negative absolute TSR; no disqualifying flags.
Independent director since 2022 with extensive finance and public company board experience; serves as Audit Committee Financial Expert; TSR trigger evaluated proportionally and does not fire given the -16.5pp gap is below the 20pp threshold; no disqualifying flags.
All nine director nominees pass our policy screens. IQVIA's 3-year stock return of -23% is negative in absolute terms, but the underperformance versus the disclosed peer group median (-6.5%) is only -16.5 percentage points, which falls just below the 20-percentage-point trigger that applies when absolute 3-year returns are negative. No director is overboarded, no attendance failures are disclosed for continuing directors, and all board committees are fully independent. We recommend FOR on all nine nominees.
Say on Pay
✓ FORCEO
Ari Bousbib
Total Comp
$28,128,245
Prior Support
83%%
The CEO received total compensation of approximately $28.1 million in 2025, which is elevated for a healthcare services company of IQVIA's market cap but reflects a pay mix where 90% is performance-linked — well above the 50-60% threshold our policy requires for variable pay. The company uses a formulaic short-term incentive plan tied to revenue, adjusted EBITDA, adjusted EPS, and free cash flow, with disclosed targets and capped committee discretion, and long-term awards are 75% performance shares tied to 3-year adjusted diluted EPS growth and relative total shareholder return with a negative TSR payout cap. The prior say-on-pay vote received 83% support (above the 70% threshold), the company has two clawback policies in place, and it has demonstrated genuine responsiveness to stockholder feedback over multiple years, supporting a FOR recommendation.
Auditor Ratification
✗ AGAINSTAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$9,985,000
Non-Audit Fees
$4,326,000
PricewaterhouseCoopers billed IQVIA $9,985,000 in audit fees and $4,326,000 in non-audit fees (audit-related fees of $316,000 plus tax fees of $4,000,000 plus all other fees of $10,000) for fiscal year 2025. The non-audit fees represent approximately 43% of audit fees when calculated narrowly, but our policy includes audit-related fees and tax fees as non-audit for this ratio, making the non-audit total $4,326,000 against audit fees of $9,985,000 — a ratio of approximately 43%, which is below the 50% threshold; however, tax fees alone ($4,000,000) represent 40% of the core audit fee and total non-audit fees are $4,326,000 which is 43% of audit fees, so the trigger does not fire. Note: auditor tenure is not disclosed in the proxy filing, so the tenure trigger cannot be applied — this is noted as a minor negative factor. No material restatements are disclosed. PwC is a Big 4 firm appropriate for a company of IQVIA's size and complexity. On balance, the non-audit fee ratio of ~43% is below the 50% threshold and the FOR vote stands.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal
The stockholder proposal text (Proposal No. 5) was not fully included in the filing excerpt provided — the proxy table of contents references it at page 116 with IQVIA's statement in opposition at page 117, but the actual proposal text and proponent identity were truncated before that section appeared. Without knowing the proponent's identity or the specific ask, our policy requires us to first classify the filer type, which we cannot do here. Because we cannot apply the four-step framework from our policy — filer classification, prior-year vote history, type of ask, and company response quality — we are unable to make a confident FOR or AGAINST recommendation and are recording ABSTAIN pending review of the full proposal text.
Overall Assessment
The 2026 IQVIA annual meeting ballot presents nine director nominees (all recommended FOR given peer-relative TSR underperformance does not breach the policy trigger), a say-on-pay vote (recommended FOR given strong performance-linked pay structure and 83% prior-year support), auditor ratification of PwC (recommended FOR given non-audit fees are below the 50% threshold, though the absence of tenure disclosure is a minor negative), and a stockholder proposal whose full text was not available for review. An equity plan approval (Proposal 4) falls outside policy coverage.
Compensation Peer Group
22 companies disclosed in 2026 proxy filing