Carol Burt
Director at IQV
Board
About Carol J. Burt
Independent director since 2019; age 67; Chair of the Leadership Development & Compensation (LDC) Committee and member of the Audit Committee (Audit Committee Financial Expert). Current roles include Principal at Burt‑Hilliard Investments and Senior Advisor at Consonance Capital Partners. Education: B.A. in Business Administration, University of Houston .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elevance Health (WellPoint/Anthem) | SVP Corporate Finance & Development; other roles | Not disclosed | Finance, strategy, risk management |
| Chase Securities (now J.P. Morgan) | Founder/MD, Head of Health Care Banking Group; other roles | Not disclosed | Built healthcare banking practice |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ResMed Inc. | Director | Current | Audit Chair; Compliance Oversight Chair; Nominating & Governance Committee |
| Envision Healthcare Corp. | Director | Not disclosed | Not disclosed |
| WellCare Health Plans, Inc. | Director | Not disclosed | Not disclosed |
| Vanguard Health Systems | Director | Not disclosed | Not disclosed |
| Transitional Hospitals Corp. | Director | Not disclosed | Not disclosed |
| WellDyneRx, LLC | Director | Not disclosed | Not disclosed |
| Women Corporate Directors; International Women’s Forum | Member | Not disclosed | Governance networks |
Board Governance
- Committee assignments: Chair, LDC Committee; Member, Audit Committee; designated Audit Committee Financial Expert .
- Independence: Board determined all directors except the CEO are independent; Ms. Burt classified as independent .
- Attendance and engagement: Board held 4 meetings; each director attended at least 75% of Board and committee meetings; Audit Committee met 6 times; LDC Committee met 6 times; N&G met 4 times .
- Executive sessions: Regular executive sessions of independent directors at Board and committee meetings .
- Compensation Committee interlocks: None; no insider participation in 2024 .
Fixed Compensation
| Component | Structure | Amount ($) | Notes |
|---|---|---|---|
| Annual cash retainer | Fixed | 100,000 | Paid quarterly |
| LDC Committee Chair fee | Fixed | 27,500 | Chair premium |
| Audit Committee member fee | Fixed | 15,000 | Member fee (non‑chair) |
| Lead Independent Director fee | Fixed | 50,000 | Not applicable to Burt; increased in 2024 |
| 2024 Cash fees (Burt) | Actual | 142,500 | Sum of retainer + LDC chair + Audit member |
Performance Compensation
| Equity Element | Grant Date | Units/Shares | Grant‑Date Fair Value ($) | Vesting | Deferral |
|---|---|---|---|---|---|
| Annual RSU retainer | May 7, 2024 | 1,047 | 239,910 | Fully vested at grant | Burt deferred 100% into DSUs |
| Program policy | Effective from 2025 | — | — | Annual equity retainer granted on date of annual meeting | LDC recommended timing change |
No performance metrics apply to non‑employee director compensation; equity is time‑based RSUs. The LDC Committee uses independent consultant Meridian for market benchmarking and recommends director pay program changes to the Board .
Other Directorships & Interlocks
- Current public company boards: ResMed Inc. (Audit Chair; Compliance Oversight Chair; N&G Committee) .
- Prior public company boards: Envision Healthcare, WellCare Health Plans, Vanguard Health Systems, Transitional Hospitals Corporation .
- Potential interlocks: None disclosed with IQVIA competitors/suppliers in the proxy; Audit Committee oversees related party transactions approval .
Expertise & Qualifications
- Skills: Public Company Board; Healthcare; Technology; Financial; Global; designated Audit Committee Financial Expert .
- Qualifications: Extensive leadership in finance, strategy, risk management, and governance across health insurance, healthcare services, medical technology, and financial services .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes |
|---|---|---|
| Carol J. Burt | 7,009 | 5,962 shares held in the Carol Burt Hilliard Revocable Trust; 1,047 notional shares under Director Deferral Plan |
| Deferred Stock Units outstanding (12/31/2024) | 1,047 | Under Non‑Employee Director Deferral Plan |
| Ownership guidelines | 5× annual cash retainer | All director nominees subject to guidelines satisfied requirement as of record date |
- Anti‑hedging/pledging policy: Company prohibits hedging and pledging of securities without exception .
Governance Assessment
- Strengths
- Chairs LDC; led program enhancements including aligning annual director equity grant timing to annual meeting and maintaining peer‑benchmarked levels via Meridian; supports pay clarity and alignment .
- Independent director and Audit Committee Financial Expert; robust committee oversight and regular executive sessions bolster board effectiveness .
- Director stock ownership guidelines (5× retainer) and anti‑hedging/pledging policy enhance alignment; Burt meets guideline .
- Say‑on‑pay support improved to 84% in 2024, indicating constructive investor engagement overseen by the LDC .
- Potential conflicts and red flags
- External healthcare affiliations (Senior Advisor at Consonance Capital Partners; board roles at ResMed) could create perceived conflicts if portfolio companies or counterparties engage IQVIA; proxy outlines an Audit Committee‑led related‑party approval policy, but no specific transactions involving Ms. Burt are disclosed in the proxy .
- Attendance specifics for individual directors are not disclosed beyond the >75% threshold; continued disclosure granularity would aid investor assessment .
- Overall: Burt’s financial and healthcare expertise, LDC leadership, and adherence to ownership and trading policies support board oversight quality and investor confidence. Absence of disclosed related‑party transactions and strong governance practices (declassified board, majority voting, clawbacks) further mitigate risk .