Eric Sherbet
Executive Vice President, General Counsel and Secretary at IQV
Executive
About Eric M. Sherbet
Eric M. Sherbet (age 60) is Executive Vice President, General Counsel and Secretary of IQVIA. In 2024 his remit included managing complex litigation (settled significant matters favorably), supporting acquisitions, and advancing governance and regulatory initiatives (antitrust, sanctions, privacy, AI, information governance) while improving investor engagement outcomes (84% say‑on‑pay) . Company performance context for 2024: revenue $15.405B, Adjusted EBITDA $3.684B, and Free Cash Flow $2.114B (FCF up 40.9% y/y), with Adjusted Diluted EPS $11.13 . Pay‑versus‑performance disclosures show the value of a $100 IQVIA investment at $127.18 for 2024, alongside positive EPS growth of 9.1% y/y .
Fixed Compensation
| Component | 2024 Details |
|---|---|
| Base Salary | $665,000 |
| Target Annual Bonus (% of salary) | 85% |
| Actual 2024 Short‑Term Incentive (cash) | $707,432 (formula-based factor 128.5%) |
Performance Compensation
Short‑Term Incentive (STI) structure and results for 2024
- Performance framework and weightings for Mr. Sherbet:
- Revenue/Profit (50% weight): corporate payout 103.9%
- Cash Flow (15% weight): payout 200% based on FCF ≥ 100% of Adjusted Net Income, DSO 13 days, and capital intensity 3.93%
- Operational/Strategic (15% weight): payout 142% (legal productivity, favorable litigation outcomes, M&A support, regulatory initiatives)
- Leadership/Sustainability (20% weight): payout 126% (team development, engagement scores, ethics awareness, sustainability oversight)
| Metric | Weight | Target (framework) | 2024 Result for Metric | Payout |
|---|---|---|---|---|
| Revenue/Profit (Revenue, Adj. EBITDA, Adj. Diluted EPS) | 50% | Threshold 75%, Target 100%, Max 200% per sub-metric | Aggregate weighted corporate payout 103.9% | 103.9% |
| Cash Flow (FCF % of Adj. NI; Avg Net DSO; Capital Intensity) | 15% | Scorecard 1–5 → payout bands | FCF 104% of Adj. NI; DSO 13; Capital Intensity 3.93% | 200% |
| Operational/Strategic | 15% | Scorecard 1–5 → payout bands | Delivered plan/metrics; favorable litigation; M&A/regulatory initiatives | 142% |
| Leadership/Sustainability | 20% | Scorecard 1–5 → payout bands | Bench strengthening; engagement ≥ F500 benchmarks; ethics awareness | 126% |
Long‑Term Incentive (LTI) design and 2024 grant (granted Feb 7, 2024)
- Mix: 75% Performance Shares (PSUs), 25% Stock Appreciation Rights (SARs). PSU metrics: 3‑yr Adjusted Diluted EPS Growth (75% weight: threshold 6.2%, target 10.0%, max 13.6%) and 3‑yr Relative TSR vs S&P 500 (25%: P25/P55/P75) with a negative TSR cap at target .
- 2024 grants to Mr. Sherbet:
- PSUs: target 9,622 units (threshold 4,811; maximum 19,244); grant date fair value $2,062,379; performance period 2024–2026
- SARs: 9,496, exercise price $214.34; grant date fair value $687,487; vest ratably on 2/7/2025, 2/7/2026, 2/7/2027
Multi‑Year Compensation (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Option/SAR Awards ($) | Non-Equity Incentive ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 647,750 | 2,062,379 | 687,487 | 707,432 | 68,774 | 4,173,822 |
| 2023 | 612,700 | 1,952,974 | 651,104 | 689,727 | 66,643 | 3,973,148 |
| 2022 | 562,075 | 1,734,576 | 556,586 | 701,930 | 61,087 | 3,616,254 |
Notes: “All Other Comp” for 2024 includes life insurance premiums ($7,524), 401(k) match ($15,525), and Savings Equalization Plan contributions ($45,725) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 99,621 shares; “<1%” of outstanding |
| Components within 60 days (as of 1/31/2025) | 78,334 SARs exercisable/scheduled to vest; 734 RSUs scheduled to vest |
| Outstanding PSUs (unearned) | 8,414 (2023 grant, performance period ending 12/31/2025); 9,622 (2024 grant, ending 12/31/2026) |
| Time‑based RSUs outstanding | 734 units (vesting 2/10/2025) |
| Anti‑Hedging / Anti‑Pledging | Prohibited without exception by company policy |
| Share Ownership Guidelines | NEOs must hold IQVIA stock valued between 3x–6x salary and retain 50% of net after‑tax shares until met |
Vesting cadence and potential selling windows:
- SARs from 2024 grant vest 1/3 annually on 2/7/2025, 2/7/2026, 2/7/2027 .
- PSUs vest after performance/certification: 2023 grant vests based on 2023–2025 performance (12/31/2025); 2024 grant based on 2024–2026 performance (12/31/2026) .
Employment Terms
| Provision | Mr. Sherbet |
|---|---|
| Employment paper | Letter agreement (at‑will), with salary and bonus targets set annually |
| Non‑Compete / Non‑Solicit | 12 months following termination (non‑compete and non‑solicit) |
| Severance plan | Employee Protection Plan (EPP) (U.S.) |
| Severance (involuntary without cause) | 26 weeks base‑salary continuation; estimated $332,500; benefits continuation ~$9,175; outplacement ~$3,109 |
| Change‑in‑Control | EPP benefits available following a change in control unless exceptions apply (e.g., comparable employment); no excise tax gross‑ups |
| Clawbacks | Two clawback policies: (i) Dodd‑Frank restatement recovery; (ii) supplemental misconduct policy covering broader behaviors and employee set |
| Trading plans | No adoption/termination of Rule 10b5‑1 plans by directors/officers in Q3‑2025 (disclosed) |
2024 Achievements Relevant to Role (Operational and Governance)
- Delivered legal/compliance productivity plan; favorable resolution of significant litigations; effective support of M&A pipeline and regulatory initiatives (antitrust, sanctions, privacy, AI, information governance) .
- Strengthened legal leadership bench; instituted collaboration forums; supported enterprise engagement scores exceeding Fortune 500 benchmarks; elevated ethics awareness (94.5% reported awareness) .
- Governance and investor engagement: improved say‑on‑pay support to 84%; advanced governance disclosures and ethics & compliance program enhancements .
Risk Indicators & Controls
- No hedging/pledging permitted; strong insider trading controls (pre‑clearance, blackout windows) .
- No option/SAR repricing without shareholder approval; no single‑trigger equity vesting; no excise tax gross‑ups .
- Dual clawbacks (restatement and misconduct) reinforce pay‑for‑performance alignment and deterrence .
Compensation Structure Analysis
- High at‑risk pay: LTI focused on PSUs (75%) with three‑year Adjusted EPS growth and Relative TSR metrics; SARs (25%) align to absolute price performance .
- STI formula driven, transparent targets with limited upward discretion; majority weighted to financials (for Mr. Sherbet, 65% financial: Revenue/Profit and Cash Flow) .
- 2024 outcomes show rigorous application: corporate Revenue/Profit paid near target (103.9%); Cash Flow paid at max (200%) on strong FCF conversion, with role‑specific scorecards differentiating payouts on Operational and Leadership dimensions (142%/126%) .
Investment Implications
- Alignment and retention: Mr. Sherbet’s package is heavily performance‑linked with multi‑year PSU outcomes and annual SAR vesting over 2025–2027, indicating continued retention hooks and alignment to both earnings growth and shareholder returns .
- Limited severance / CoC economics: EPP benefits equal to six months salary plus modest benefits/outplacement; no excise gross‑ups—supportive of shareholder‑friendly posture and limited management windfalls on change‑in‑control .
- Selling pressure timing: Watch scheduled vest dates (Feb each year for SARs; Dec 31 PSU performance periods) for potential liquidity events; trading remains subject to strict anti‑hedging/pledging and pre‑clearance rules .
- Governance execution: Documented improvements in governance disclosures, engagement, and compliance processes led by Legal/GC function; favorable litigation outcomes reduce tail risk and legal overhang .
Say‑on‑pay support improved to 84% in 2024; peer group robustly disclosed and PSU design includes a negative TSR cap—indicators of pay governance quality **[1478242_0001478242-25-000060_iqv-20250228.htm:55]** **[1478242_0001478242-25-000060_iqv-20250228.htm:51]**.