James Fasano
Director at IQV
Board
About James A. Fasano
James A. Fasano, 55, has served as an independent director of IQVIA since 2016 and is the Chair of the Audit Committee and designated an “Audit Committee Financial Expert.” He is an Adjunct Professor at the University of Chicago Booth School of Business and a retired Managing Director of the Canada Pension Plan Investment Board (CPP Investments). He holds an MBA from the University of Chicago Graduate School of Business and a Bachelor of Engineering from the Royal Military College of Canada .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| CPP Investment Board | Managing Director | Prior experience | Led investments; brings deep finance and transaction expertise |
| Merrill Lynch & Co. | Investment Banking Group | Prior experience | Capital markets and advisory experience |
| RBC Capital Markets | M&A Group | Prior experience | M&A execution expertise |
| Canadian Armed Forces | Commissioned Officer | Early career | Operational discipline and leadership background |
| IMS Health (predecessor to IQVIA) | Not specified (listed under prior experience) | Prior experience | Continuity with company heritage and sector familiarity |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| University of Chicago Booth School of Business | Adjunct Professor | 2023–present | Academic perspective on finance/strategy |
| Asurion | Director | Not disclosed | Compensation Committee Chair; Nominating & Governance Committee |
| LHP Hospital Group | Director | Not disclosed | Healthcare services perspective |
| AWAS Aviation Capital | Director | Not disclosed | Capital-intensive, global operations perspective |
Board Governance
- Independence: IQVIA states all directors other than the Chairman/CEO are independent; all three standing committees are composed solely of independent directors .
- Committee assignments: Fasano chairs the Audit Committee and is designated an Audit Committee Financial Expert .
- Audit Committee activity: 6 meetings in 2024; scope includes financial statement integrity, compliance and ethics program oversight, auditor independence, internal control and cybersecurity risk oversight, and approval of related-party and corporate opportunity transactions .
- Attendance and engagement: The Board held four meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served; independent directors meet in regular executive sessions .
- Lead Independent Director framework: IQVIA maintains a robust LID role and regular executive sessions to support independent oversight .
Fixed Compensation
Non‑Employee Director Compensation Program (2024)
| Payment | Annual Compensation ($) |
|---|---|
| Cash retainer (paid quarterly) | 100,000 |
| Equity retainer (fully‑vested RSUs) | 240,000 |
| Lead Independent Director fee | 50,000 (increased from $42,500 in July 2024) |
| Committee chair fees – Audit | 40,000 |
| Committee chair fees – LDC | 27,500 |
| Committee chair fees – N&G | 25,000 |
| Committee member fees – Audit | 15,000 |
| Committee member fees – LDC | 10,000 |
| Committee member fees – N&G | 10,000 |
- Consultant/benchmarking: Meridian Compensation Partners advised the LDC Committee; levels benchmarked to the executive compensation peer group; Board approved modest increase to LID fee in 2024; timing of equity retainer aligned to annual meeting beginning 2025 .
2024 Director Compensation – Fasano
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 140,000 |
| Stock awards (RSUs; grant-date fair value) | 239,910 |
| Total | 379,910 |
- Grant details: 1,047 fully‑vested RSUs granted on May 7, 2024 at $229.14 per share; Fasano deferred 100% of his cash retainer and stock award into deferred stock units under the Non‑Employee Director Deferral Plan .
- Deferral plan terms: Deferred stock units settle in IQVIA common stock upon termination of Board service, death, or a change in control .
Performance Compensation
- Directors do not receive performance‑conditioned equity or bonuses; RSUs for non‑employee directors are fully vested at grant and function as equity retainer, not performance pay .
| Performance Metrics Tied to Director Pay | Status |
|---|---|
| Financial/operational metrics (e.g., revenue, EBITDA, TSR) | None; not applicable to non‑employee directors |
Other Directorships & Interlocks
| Company | Listing | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|---|
| Current public company boards | — | None disclosed | — | None disclosed in the proxy |
| Asurion | Private | Director | Compensation Chair; N&G | No IQVIA-related conflicts disclosed |
| LHP Hospital Group | Private | Director | Not disclosed | No IQVIA-related conflicts disclosed |
| AWAS Aviation Capital | Private | Director | Not disclosed | No IQVIA-related conflicts disclosed |
- Related‑party policy: Audit Committee must approve related‑party transactions; policy emphasizes arm’s‑length terms and best interests of stockholders .
- Corporate opportunity renouncement: Charter provides corporate opportunity waivers favoring legacy sponsor shareholders (Bain, TPG, CPP, LG) and affiliates until certain conditions lapse—structural consideration for potential conflicts; Audit Committee is charged with reviewing “corporate opportunity transactions” .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; skills noted include Public Company Board, Healthcare, Technology, Financial, Global, and Government & Public Policy .
- 22+ years in investment industry; senior finance roles at CPP Investments and major banks; operational leadership background from military service; MBA (Chicago Booth), B.Eng. (RMC) .
Equity Ownership
| Ownership Item | Amount |
|---|---|
| Common shares owned | 1,063 |
| Deferred stock units (notional) outstanding (12/31/2024) | 1,676 |
| Total beneficial ownership | 2,739 |
| Ownership as % of outstanding shares | <1% (176,063,745 shares outstanding at 1/31/2025) |
| Hedging/pledging | Company prohibits hedging and pledging without exception; no pledging disclosed for Fasano |
| Director ownership guideline | 5x annual cash retainer; hold at least 50% of shares received until met |
| Compliance status | All director nominees subject to guidelines have satisfied the requirement as of Feb 24, 2025 |
Notes: RSUs granted to directors are fully vested at grant; Fasano elected to defer equity and cash retainers into DSUs under the Non‑Employee Director Deferral Plan .
Governance Assessment
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Strengths (board effectiveness and alignment)
- Independent director since 2016; Audit Chair and SEC‑defined Financial Expert; Audit Committee covers internal control, compliance/ethics, cybersecurity risk, auditor independence, and related‑party approvals—supports robust oversight in a regulated, data‑intensive business .
- High alignment via equity retainer and full deferral of both cash and equity into stock‑settled DSUs; complies with 5x retainer ownership guideline; company prohibits hedging/pledging .
- Board‑wide practices include independent committees, regular executive sessions, and majority voting with resignation policy—investor‑friendly governance .
-
Watch‑items / potential red flags (conflict risk)
- Corporate opportunity waiver in charter for legacy sponsors (Bain, TPG, CPP, LG) and affiliates persists until designation rights lapse; not specific to Fasano but a structural risk that the Audit Committee is tasked to oversee in “corporate opportunity transactions” .
- Absolute ownership levels for outside directors are modest (<1% individually, by design), relying on policy alignment rather than material economic stakes; mitigated by DSU deferrals and ownership guidelines .
-
Attendance and engagement
- Each director attended at least 75% of Board and committee meetings; Board held 4 meetings; Audit Committee met 6 times in 2024—suggests adequate engagement by committee chairs .
-
Compensation structure quality
- Director pay is balanced between cash and fully‑vested RSUs with optional deferral; no options or performance‑conditioned pay for directors; use of independent compensation consultant (Meridian) and periodic market calibration .
Overall, Fasano’s profile—independent status, deep finance/M&A experience, and Audit Committee leadership—supports investor confidence in financial oversight; structural corporate opportunity waivers tied to legacy sponsors warrant continued monitoring but are addressed within the committee’s remit and company policy framework .