John Danhakl

About John G. Danhakl

Independent director of IQVIA since 2016; age 68. Managing Partner at Leonard Green & Partners (LGP) with over 30 years in private equity and prior roles at DLJ and Drexel Burnham; MBA from Harvard Business School and BA in Economics from UC Berkeley. At IQVIA, he serves on the Leadership Development & Compensation (LDC) Committee and the Nominating & Governance (N&G) Committee, and is classified as independent under NYSE standards .

Past Roles

External Roles

Board Governance

• Committees: LDC Committee (member) and N&G Committee (member). Not a chair .
• Independence: Board committees are 100% independent; all directors except the CEO are independent; Danhakl is listed as INDEPENDENT .
• Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and committee meetings on which they served. LDC met 6 times; N&G met 4 times in 2024 .
• Executive sessions: Independent directors meet in executive session at each regularly scheduled Board and committee meeting .
• Compensation committee interlocks: None in 2024 (no executive officer interlocks) .

Fixed Compensation (Non-Employee Director, 2024)

Notes:

• Non-employee director program structure for 2024 confirms cash and committee fee rates used above .
• Danhakl deferred 100% of his annual cash retainer and committee fees into deferred stock units payable in IQVIA common stock upon termination of Board service, death, or change in control .

Performance Compensation (Equity; Non-Employee Director, 2024)

• Beginning 2025, timing of annual director equity retainer moves to the date of the annual meeting (alignment with annual election cycle) .
• Non-employee director equity awards have no performance conditions; they are fully vested at grant (alignment equity, not pay-for-performance) .

Other Directorships & Interlocks

Expertise & Qualifications

• Financial, healthcare, global experience; public company board experience (skills matrix) .
• Private equity leadership and M&A expertise via LGP; prior investment banking roles at DLJ and Drexel .

Equity Ownership

Related-Party Exposure & Potential Conflicts

• Corporate opportunity renouncement: Charter explicitly renounces IQVIA’s interest in business opportunities presented to “Exempted Persons,” which include LG Shareholders (sponsor affiliates), allowing them to pursue opportunities without duty to present to IQVIA, subject to conditions. This framework, originating from the 2016 merger-era stockholders agreement, may persist until specified designation conditions lapse .
• Indemnification priority for sponsor-affiliated directors: Charter states IQVIA is the “indemnitor of first resort” for directors affiliated with a Sponsor Stockholder (e.g., legacy sponsors), advancing expenses and bearing indemnification before any sponsor entity or insurer; IQVIA waives claims for contribution/subrogation against the sponsor. This structure can be shareholder-friendly in ensuring director protection but concentrates indemnification costs at the company level for sponsor-affiliated directors .
• Related-party transactions oversight: Audit Committee reviews/approves any related party transactions under a written policy with third-party terms and best-interest tests; policy in place, no specific transactions involving Danhakl disclosed in the 2025 proxy .

Signals on Independence, Engagement & Governance

• Independence and committee structure robust (all committees independent; majority-vote standard; declassified Board; stockholder special meeting right at 25% with one-year holding period) .
• Anti-hedging/pledging policy without exception; robust director ownership guidelines; all directors compliant .
• Board/committee executive sessions occur regularly; attendance for each director ≥75% in 2024 .
• Say-on-pay support at 84% in 2024 (context for overall governance quality and investor sentiment) .

Risk Indicators & RED FLAGS

• Late Section 16(a) filing: One inadvertent late Form 4 attributed to a purchase by an entity over which Mr. Danhakl has beneficial ownership via the Danhakl Revocable Family Trust; purchase made without his knowledge by an independent broker/advisor (administrative lapse, corrected) .
• Sponsor-related charter provisions: Corporate opportunity renouncement for LG Shareholders and “indemnitor of first resort” status for sponsor-affiliated directors could be viewed as potential perception risks on conflicts and cost allocation in certain disputes, though they are disclosed and bounded by Delaware law and governance processes .
• Pledging/hedging: Prohibited—mitigates a common red flag (alignment positive) .

Governance Assessment

• Committee assignments align with his finance/investor background (LDC, N&G), enhancing board effectiveness in pay, oversight, director nominations, and sustainability/corporate citizenship (N&G remit includes sustainability oversight) .
• Ownership alignment is solid: 5x retainer guideline met; meaningful personal and deferred equity exposure; no hedging/pledging permitted, and he defers cash fees into equity .
• Engagement/attendance: Company disclosed all directors met the ≥75% threshold; LDC and N&G met 6 and 4 times respectively, supporting active committee oversight .
• Conflicts: No specific related-party transactions disclosed for Danhakl; however, legacy sponsor provisions (corporate opportunity renouncement; indemnification priority) warrant ongoing monitoring for perceived conflicts in situations where LGP portfolio interests intersect with IQVIA stakeholders .

Overall, Danhakl’s background and committee roles fit IQVIA’s governance needs (compensation, nominations/governance), with good alignment through equity and deferrals; the key watch-outs are sponsor-era charter provisions and the isolated late Form 4 noted by the company .