Ari Bousbib
IQVIA HOLDINGSAbout Ari Bousbib
Ari Bousbib (age 63) is Chairman and Chief Executive Officer of IQVIA, serving as a director since 2016; he previously led IMS Health as Chairman and CEO (2010–2016) and held senior leadership roles at United Technologies and Booz Allen Hamilton . In 2024, IQVIA delivered revenue of $15.4B, Adjusted EBITDA of $3.7B, Adjusted Diluted EPS of $11.13 (+9.1% YoY), and Free Cash Flow of $2.1B, while ending with a record $31.1B R&DS backlog and repurchasing $1.35B of stock . Pay-versus-performance disclosures show a 2024 company-selected measure of Adjusted Diluted EPS growth of 9.1% and a TSR value of $127.18 for a $100 investment, contextualizing alignment between performance and compensation outcomes . Education: MBA, Columbia University; MS in Mathematics and Mechanical Engineering, École Supérieure des Travaux Publics (Paris) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IQVIA Holdings Inc. | Chairman & CEO | 2016–present | Led transformation and growth; maintained strong cash generation, record backlog, and capital returns in 2024 . |
| IMS Health Holdings, Inc. | Chairman & CEO | 2010–2016 | Led pre-merger strategy; public company leadership experience . |
| United Technologies Corporation | President of UTC commercial companies (Otis, Carrier, UTC Fire & Security, UTC Power) and other roles | Prior to 2010 | Scaled global industrial operations; broad P&L oversight . |
| Booz Allen Hamilton | Partner | Prior | Strategy and operations expertise . |
External Roles
| Organization | Role | Years | Committee/Notes |
|---|---|---|---|
| The Home Depot, Inc. | Director | Current | Finance Committee and Audit Committee . |
| IMS Health (predecessor to IQVIA) | Director | Prior | Public company board experience . |
| Best Buy, Inc. | Director | Prior | Public company board experience . |
| Harvard Medical School | Health Care Policy Advisory Council (Member) | Current | Healthcare policy insights . |
| U.S. Government | President’s Commission on White House Fellowships (Former member) | Prior | Public service . |
Fixed Compensation
Multi-year CEO pay (Summary Compensation Table):
| Metric ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 1,800,000 | 1,800,000 | 1,800,000 |
| Stock Awards | 16,193,875 | 16,405,071 | 15,749,918 |
| Option/SAR Awards | 5,195,083 | 4,752,781 | 4,489,065 |
| Non-Equity Incentive (Annual Bonus) | 5,997,864 | 4,779,661 | 3,600,000 (self-capped) |
| Change in Pension Value | 420,742 | 844,991 | 707,772 |
| All Other Compensation | 527,465 | 569,248 | 386,243 |
| Total | 30,135,029 | 29,151,752 | 26,732,998 |
Additional context:
- 2024 base salary: $1,800,000 (unchanged) and target annual bonus: 200% of salary per employment agreement .
- 2024 perquisites included corporate aircraft personal use ($87,471), automobile ($39,403), and estate/tax planning reimbursements (up to $50,000), with no tax gross-ups; pay ratio 343:1 for 2024 .
Performance Compensation
Short-term incentive (Annual Plan) design and 2024 outcomes:
- CEO metrics and weightings: Revenue/Profit 50%; Cash Flow 20%; Operational/Strategic 15%; Leadership/Sustainability 15% .
- Financial sub-metrics and 2024 results: Revenue $15,405M (99% payout weight), Adjusted EBITDA $3,684M (99.3% payout weight), Adjusted Diluted EPS $11.13 (111% payout weight); composite Revenue/Profit payout: 103.9% .
- CEO requested reduction of final payout to 100% of target (from formulaic 139.6%) .
| STI Component (2024) | Weight | Target | 2024 Actual | Payout | Notes |
|---|---|---|---|---|---|
| Revenue/Profit (Revenue, Adj. EBITDA, Adj. Diluted EPS) | 50% | See targets in table | $15,405M; $3,684M; $11.13 | 103.9% | Quantitative, objective targets . |
| Cash Flow | 20% | FCF% ANI; DSOs; Capital Intensity | Not fully disclosed | Not disclosed | Measures disclosed; targets confidential . |
| Operational/Strategic | 15% | Individualized | Not fully disclosed | Not disclosed | CEO highlights include margin expansion, $1.35B buybacks, cost reductions . |
| Leadership/Sustainability | 15% | Individualized | Not fully disclosed | 175% (16/20) | Governance/sustainability achievements, stockholder engagement . |
Long-term incentive (mix, metrics, vesting):
- Mix: 75% Performance Shares (PSUs) and 25% Stock Appreciation Rights (SARs); SARs vest ratably over 3 years; 10-year term .
- PSU metrics: Adjusted Diluted EPS Growth (75%) and Relative TSR (25%); negative absolute TSR caps the RTSR tranche at target .
- 2024 CEO grants: 73,481 target PSUs (threshold 36,740; max 146,962) and 72,517 SARs at $214.34 exercise price; grant-date fair values $15,749,918 (PSUs) and $4,489,065 (SARs) .
| LTI Grant (2/7/2024) | Type | Shares/Units | Exercise Price | Vesting/Performance Period | Grant-Date Fair Value |
|---|---|---|---|---|---|
| Annual PSU Award | PSUs | 73,481 target (36,740 thr; 146,962 max) | N/A | 3-year; EPS Growth (75%), Relative TSR (25%); FY23–FY26 period for 2024 grant ends 12/31/26 | 15,749,918 |
| Annual SAR Award | SARs | 72,517 | $214.34 | Ratable vesting over 3 years (2/7/25, 2/7/26, 2/7/27) | 4,489,065 |
Vesting schedules (selected outstanding awards at FY24 year-end):
- SARs: 24,172–24,173 tranches vest on 2/7/25–2/7/27; prior grants vest 2/10/25 and 2/13/25–2/13/26 .
- PSUs: 70,678 (granted 2/13/23) performance period ends 12/31/25; 73,481 (granted 2/7/24) ends 12/31/26 .
- 2024 realized: 42,847 options/SARs exercised ($7.92M value); 36,872 shares vested from stock awards ($7.57M value) .
Program integrity and changes:
- 2024 simplification: Annual plan reduced to four measures; capital intensity folded into Cash Flow; committee discretion capped at 1/6th .
- Increased PSU weight (to 75%) and higher RTSR target (55th percentile for target payout) starting 2023 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 2,437,880 shares (1.4% of outstanding) as of 1/31/2025 . |
| Components within 60 days | 1,097,495 shares underlying exercisable/near-term SARs; 6,848 RSUs vesting within 60 days . |
| Indirect holdings | 543,302 shares held in trust for family members . |
| Ownership guidelines | NEOs must hold stock valued at 3–6x salary; retain 50% of net shares until compliant . |
| Hedging/pledging | Prohibited without exception (anti-hedging and anti-pledging policy) . |
Insider selling/vesting supply signals:
- 2024 exercises (42,847 shares; $7.92M) and vestings (36,872 shares; $7.57M) indicate ongoing liquidity from awards; upcoming SAR tranches (2025–2027) and PSU maturities (12/31/25; 12/31/26) present recurring potential supply windows, subject to trading policies and blackout periods .
Employment Terms
| Provision | Terms |
|---|---|
| Agreement/Term | Employment agreement renews annually on July 26 unless either party gives ≥60 days’ notice . |
| Base salary/Bonus | Base salary currently $1.8M; target annual bonus 200% of base salary . |
| Severance (no-CIC) | 2x (base salary + target bonus), paid over 24 months; time-based equity vests; performance equity remains eligible based on actual performance . |
| CIC treatment | If qualifying termination within 24 months post-CIC: severance payable lump sum; performance awards vest at target; time-based equity vests; no single-trigger vesting . |
| Death/Disability | All unvested equity fully vests (performance at target) . |
| Retirement | Time-based awards continue to vest; performance awards vest based on actual results; CEO qualified for retirement in 2023 (age 62) . |
| Restrictive covenants | Non-compete and non-solicit for 24 months post-termination; confidentiality and non-disparagement . |
| Clawbacks | Mandatory Dodd-Frank clawback plus supplemental clawback for broader misconduct; equity forfeiture for covenant breaches . |
| Gross-ups | No excise tax gross-ups on severance/CIC or perquisites . |
Potential payments (as of 12/31/2024 trigger assumptions):
- Involuntary termination (without CIC) or following CIC: $10.8M severance; $1.35M time-based equity; $28.33M performance equity; total $40.47M (est.) .
Board Governance (dual-role implications)
- Role and independence: Bousbib serves as Chairman and CEO; all other directors are independent; 100% of Audit, LDC (compensation), and N&G (nominating/governance) committees are independent .
- Lead Independent Director: John M. Leonard, M.D., elected annually; empowered to set agendas with the Chair, lead executive sessions every meeting, and engage with major stockholders .
- Rationale for combined roles: Board views combined Chair/CEO as optimal currently given CEO’s deep company/industry knowledge; acknowledges it may separate roles in the future as circumstances warrant .
- Executive sessions/attendance: Independent directors hold executive sessions at each regularly scheduled Board and committee meeting; in 2024, Board met 4 times and each director attended ≥75% of meetings .
- Director compensation: CEO receives no additional pay for Board service .
Director Compensation (reference)
- Non-employee directors receive a $100,000 cash retainer and $240,000 equity retainer; additional fees for leadership/committee roles; CEO is excluded from this program .
Compensation Structure Analysis (alignment and risk)
- Pay mix heavily performance-linked (CEO 89.2% in 2024), with formulaic STI and PSU-heavy LTI; RTSR capped at target if absolute TSR is negative, curbing windfalls in down markets .
- Governance enhancements in response to investors include formula simplification, disclosed financial targets, limited discretion, and added sustainability-linked objectives in STI .
- No single-trigger vesting, no option repricing without shareholder approval, anti-hedging/pledging, and robust clawbacks mitigate risk and align with best practices .
Performance & Track Record
- 2024 outcomes: revenue $15.4B; Adjusted EBITDA $3.7B; Free Cash Flow $2.1B; Adjusted Diluted EPS $11.13 (+9.1% YoY) .
- Strategic execution: record $31.1B backlog (+5.5% cc), ~$1.5B capital deployed (incl. $883M M&A), $1.35B buybacks (>6.4M shares) .
- Recognition: Fortune “Most Admired” (No. 1 category rank, 4th consecutive year) and multiple industry awards .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 84%; company engaged investors and implemented program changes reflecting feedback (e.g., plan simplification, PSU mix, RTSR cap, sustainability targets) .
Compensation Committee Analysis
- LDC Committee (Chair: Carol J. Burt) met 6 times in 2024; engages Meridian Compensation Partners as independent consultant; benchmarks against a 22-company peer group; enhanced disclosure of peer criteria in 2023; no 2024 changes .
Equity Grants and Vesting Schedules (detail)
| Award | Key Dates/Terms | 2024 CEO Activity |
|---|---|---|
| SARs | 2019–2024 awards; ratable vesting over 3 years; 10-year term; e.g., 2024 grant vests 2/7/25–2/7/27 at $214.34 . | Exercised 42,847 shares ($7.92M); upcoming SARs vestings on 2/7/25–2/7/27 . |
| PSUs | 3-year performance cycles; 2023 grant matures 12/31/25; 2024 grant 12/31/26; metrics: EPS growth (75%), RTSR (25%) . | 2024 grant: 73,481 target PSUs ($15.75M GDFV) . |
Employment Contracts, Severance, and Change-of-Control Economics
- 2x cash severance on qualifying termination (incl. non-renewal or good reason); equity acceleration per type; double-trigger acceleration post-CIC; 24-month non-compete/non-solicit; no excise tax gross-ups .
- Estimated total potential payout on involuntary termination or qualifying termination post-CIC (as of 12/31/24): $40.47M .
Equity Ownership & Alignment (quantitative)
| Ownership Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 2,437,880 |
| % of outstanding | 1.4% |
| SARs exercisable/vesting within 60 days | 1,097,495 |
| RSUs vesting within 60 days | 6,848 |
| Trust-held shares (family) | 543,302 |
Investment Implications
- Alignment and retention: Large personal stake (1.4% of shares outstanding) and PSU-heavy LTI with multi-year performance periods tie outcomes to sustained growth; robust clawbacks, anti-hedging/pledging, and 24-month non-compete reduce behavioral and departure risks .
- Payout discipline: Formula-driven STI with objective targets, limited discretion, and CEO self-capping of 2024 bonus to target suggest sensitivity to optics and investor alignment during a challenging industry year .
- Supply from vesting: Scheduled SAR tranches (2025–2027) and PSU maturities (12/31/25, 12/31/26) create periodic vest-driven liquidity; 2024 exercises/vestings show ongoing monetization consistent with plan design and policy constraints .
- Governance mitigation of dual role: Independent committee structure and an empowered Lead Independent Director provide counterbalance to combined Chair/CEO structure; say-on-pay support remains solid at 84% .
- Performance levers to watch: EPS growth and cash flow drive STI/PSU outcomes; record backlog and capital deployment support medium-term earnings power; RTSR cap contains upside if markets weaken, moderating windfall risk .