What changed in this filing

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Item 9A. Controls and Procedures

2023-02-15 compared with 2022-02-16 · 51 added, 49 removed, 439 unchanged (19% of the section changed)

14 unchanged sentences

Information required by this Item, other than the information regarding the executive officers of the Company set forth below, is incorporated by reference to the sections of our definitive Proxy Statement for our 2023 Annual Meeting of Stockholders (the “2023 Proxy Statement”) entitled “Proposal No.

Election of Directors”, “Corporate Governance—Documents Establishing our Corporate Governance” and “Corporate Governance—Committees of the Board.”

Election of Directors”, “Corporate Governance—Documents Establishing our Corporate Governance” and “Corporate Governance—Leadership Structure—Committees of the Board.”

The current executive officers of the Company are as follows:

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62 Executive Vice President and Chief Financial Officer

Richard Staub, III 59 President, Research & Development Solutions

Knightly 61 President, Technology & Commercial Solutions

Costa Panagos 49 President, Research & Development Solutions

Knightly 62 President, Corporate Strategy and Enterprise Networks

Eric Sherbet 58 Executive Vice President, General Counsel and Secretary

23 unchanged sentences

Bruehlman was Vice President, Financial Planning and Analysis for UTC and also served as Director, Investor Relations of UTC.

Bruehlman served as a director of The Connecticut Forum from 2005 to 2015.

He also served as a director of The New England Air Museum from 2009 through 2013.

Bruehlman has a Bachelor of Science degree in Economics from the University of Delaware, and an M.B.A.

from the University of Chicago.

Richard Staub, III, President, Research & Development Solutions

Staub has served as President, Research & Development Solutions since November 2016.

Previously Mr.

Staub served as President of Novella Clinical, a Quintiles company, since 2013.

Prior to Novella’s 2013 acquisition by Quintiles, Mr.

Staub served as both president and CEO of Novella Clinical since 2008.

Before joining Novella Clinical in 2004, Mr.

Staub was senior vice president of global business development for one of the world’s largest clinical research organizations.

Staub’s career in the pharmaceutical industry began at Zeneca Pharmaceuticals in 1989 where he had progressive responsibilities as a medical and hospital sales representative, cardiovascular portfolio analyst and marketing manager.

Staub has a Bachelor of Arts degree in Economics from the University of North Carolina at Chapel Hill.

Knightly, President, Technology & Commercial Solutions

Knightly has served as President, Technology & Commercial Solutions since October 2016.

Previously Mr.

Bruehlman served as a director and Chair of the Audit Committee to Atotech, Ltd.

From 2020 to 2022.

He also served as a director of The Connecticut Forum from 2005 to 2015 and served as a director of The New England Air Museum from 2009 through 2013.

Bruehlman holds a Bachelor of Science degree in Economics from the University of Delaware, and an M.B.A.

from the University of Chicago Booth School of Business.

Costa Panagos, President, Research & Development Solutions

Panagos was appointed as President, Research & Development Solutions effective April 1, 2022.

Panagos joined the Company in 1999, as part of the legacy Quintiles organization, and has held numerous sales, operational and executive leadership roles during his career with the company.

He was most recently president, Research & Development Operations, where he oversaw the execution of IQVIA’s global clinical development operations including traditional full-service studies, decentralized trials and flexible staffing arrangements.

Prior to this, Mr.

Panagos served as CEO of Q 2 Solutions, IQVIA’s global clinical trial laboratory business, and held several senior clinical and commercial leadership roles including Head of Global Sales Operations.

Panagos holds a Bachelor of Science degree in biology from Brown University and an M.B.A.

from the University of Chicago Booth School of Business.

Knightly, President, Corporate Strategy and Enterprise Networks

Knightly has served as President, Corporate Strategy and Enterprise Networks since July 2022.

Knightly previously served as the Company's President, Technology & Commercial Solutions from October 2016 to June 2022.

Knightly served as Senior Vice President, Information Offerings at IMS Health from April 2015 to October 2016.

3 unchanged sentences

Knightly served in a number of senior financial, operations, marketing and general management roles for IMS Health, including as Senior Vice President, Pharma Business Management from 2007 until 2010.

Knightly holds a B.S.

in Economics and Accounting from the College of the Holy Cross, and an M.B.A.

Knightly holds a Bachelor of Science degree in Economics and Accounting from the College of the Holy Cross, and an M.B.A.

from New York University’s Stern Business School.

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Executive Compensation

The information required by this item is set forth under the headings “Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Compensation of Named Executive Officers,” and “Other Relevant Information—Compensation Committee Interlocks and Insider Participation” in the 2022 Proxy Statement and is incorporated herein by reference.

The information required by this Item is set forth under the headings “Director Compensation,” “Compensation Discussion and Analysis,” “Leadership Development and Compensation Committee Report,” “Compensation of Named Executive Officers,” and “Other Relevant Information—Compensation Committee Interlocks and Insider Participation” in the Company's 2023 Proxy Statement and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information in response to this Item, other than Securities Authorized for Issuance Under Equity Compensation Plans, will be set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Company’s 2022 Proxy Statement, which information is incorporated herein by reference.

Information in response to this Item, other than Securities Authorized for Issuance Under Equity Compensation Plans, is set forth in the section entitled “Security Ownership of Certain Beneficial Owners and Management” in the Company’s 2023 Proxy Statement, which information is incorporated herein by reference.

Securities Authorized for Issuance Under Equity Compensation Plans

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(i) 4,376,122 shares of common stock issuable upon the exercise of outstanding time-based stock options and underlying outstanding time-based SARs;

(ii) 818,185 shares of common stock issuable in settlement

of outstanding restricted stock units awarded;

(ii) 892,609 shares of common stock issuable in settlement of outstanding restricted stock units awarded;

(iii) 642,701 shares of common stock issuable in settlement of outstanding performance units awarded;

and (iv) 2,601 shares of deferred common stock outstanding under the Director Deferral Plan.

(iv) 380,162 shares of common stock reserved for issuance at December 31, 2022 and issuable in settlement of outstanding stock settled long term incentive ("LTI") awards;

and (v) 4,124 shares of deferred common stock outstanding under the Director Deferral Plan.

(2) Consists of outstanding awards issued to certain executives with supplemental pension benefits in accordance with their individual employment arrangements under the IMS Health DCERP.

(3) The weighted-average exercise price includes all outstanding stock options and SARs but does not include restricted stock units, performance units, deferred stock or IMS Health DCERP awards, all of which do not have an exercise price.

(3) The weighted-average exercise price includes all outstanding stock options and SARs but does not include restricted stock units, performance units, stock settled LTI awards, deferred stock or IMS Health DCERP awards, all of which do not have an exercise price.

If restricted stock units, performance units and other awards that constitute “rights” were included in this calculation, treating such awards as having an exercise price of $0, the weighted average exercise price of outstanding options, warrants and rights would be $89.35.

(4) Consists of all securities remaining available under our equity compensation plans.

All of these shares are available for delivery under stock options, SARs, restricted stock, restricted stock units, performance awards or other forms of equity award authorized by the plans.

All of these shares are available for delivery under stock options, SARs, restricted stock, restricted stock units, performance awards or other forms of equity awards authorized by the plans.

Does not include 2,251,704 shares that would have remained available under our Employee Stock Purchase Plan had it not been discontinued as of December 31, 2016.

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8-K 001-35907 10.1 August 25, 2021

10.2 Amendment No.

1 to Fifth Amended and Restated Credit Agreement, dated June 16, 2022, among IQVIA Inc., IQVIA Holdings Inc., IQVIA RDS Inc.

the other guarantors party thereto, Bank of America, N.A.

as administrative agent and as collateral agent, and the Lenders party thereto.

8-K 001-35907 10.1 June 16, 2022

10.3 Amended and Restated Pledge and Security Agreement, dated as of March 17, 2014, among Healthcare Technology Intermediate Holdings, Inc., IMS Health Incorporated, each of the grantors party thereto, and Bank of America, N.A., as Administrative Agent.

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10.36 February 19, 2016

10.56† Letter Agreement between the Company and W.

Richard Staub, III, effective on November 30, 2016.

10.104 February 16, 2017

10.57† Letter Agreement between the Company and Eric Sherbet, effective on March 1, 2018 .

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10.10 October 22, 2020

10.59† Letter Agreement between the Company and Costa Panagos, effective on April 1, 2022 .

21.1 List of Subsidiaries of IQVIA Holdings Inc.

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Bruehlman (Principal Financial Officer)

/s/ Emmanuel N.

Senior Vice President, Chief Accounting Officer, Corporate Controller and Treasurer

/s/ Keriann Cherofsky

Senior Vice President, Chief Accounting Officer and Corporate Controller

February 15, 2023

Korakis (Principal Accounting Officer)

Keriann Cherofsky (Principal Accounting Officer)

February 15, 2023

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Leonard, M.D.

/s/ Ronald A.

February 16, 2022

Director February 16, 2022

/s/ Sheila A.

Director February 16, 2022

/s/ Leslie Wims Morris

Director February 16, 2022

February 15, 2023

Leslie Wims Morris

February 15, 2023

/s/ Sheila A.

February 15, 2023

(2) Financial Statement Schedules

49 unchanged sentences

Financing activities:

(Payments) proceeds related to employee stock option plans ( 59 ) ( 44 ) 11

Payments related to employee stock option plans ( 71 ) ( 59 ) ( 44 )

Repurchase of common stock ( 1,168 ) ( 406 ) ( 434 )

13 unchanged sentences

Refer to the consolidated financial statements and notes presented elsewhere herein for additional information and disclosures with respect to these financial statements.

The 2019 statement of cash flow presentation has been revised to conform with current period presentation.

Below is a summary of the dividends paid to the Parent by IQVIA Incorporated in 2021, 2020 and 2019:

Below is a summary of the dividends paid to the Parent by IQVIA Incorporated in the years ended December 31, 2022, 2021 and 2020:

(in millions) Amount

10 unchanged sentences

Paid in February 2022 322

Paid in January 2022 20

Total paid in 2022 $ 1,239

Paid in December 2021 $ 57

Paid in November 2021 89

Paid in October 2021 60

Paid in September 2021 36

Paid in August 2021 35

Paid in July 2021 25

Paid in June 2021 20

Paid in May 2021 23

Paid in April 2021 4

Paid in March 2021 51

2 unchanged sentences

Paid in December 2020 $ 81

Paid in November 2019 255

Paid in September 2019 74

Paid in August 2019 239

Paid in June 2019 94

Paid in May 2019 140

Paid in October 2020 20

Paid in July 2020 2

Paid in March 2020 44

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures