Todd Sisitsky
IQVIA HOLDINGSAbout Todd B. Sisitsky
Todd B. Sisitsky, age 53, has served as an independent director of IQVIA since 2016; he is President & Co‑Managing Partner of TPG Capital and President of TPG, Inc., bringing over 25 years of healthcare-focused investment leadership and service on multiple public and private boards . His education includes an MBA from Stanford Graduate School of Business and a BA from Dartmouth College . The Board deems him independent under NYSE standards; all Board committees are 100% independent, and all directors other than the Chairman are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Forstmann Little & Company | Executive | Prior experience | Not disclosed |
| Oak Hill Capital Partners | Executive | Prior experience | Not disclosed |
| Surgical Care Affiliates, Inc. | Director | Prior service | Nominating & Corporate Governance Committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TPG, Inc. | President; Board member | 2021–present | Executive Committee |
| TPG Capital | President & Co‑Managing Partner | 2015–present | Leadership across healthcare investing |
| Allogene Therapeutics, Inc. | Director | Not disclosed | Nominating & Corporate Governance Committee |
| Convey Health Solutions Holdings, Inc. | Director | Not disclosed | Not disclosed |
| Endo International plc | Director | Not disclosed | Not disclosed |
| IASIS Healthcare LLC | Director | Not disclosed | Not disclosed |
| IMS Health (predecessor to IQVIA) | Director | Not disclosed | Not disclosed |
| Dartmouth Medical School | Chair, Board of Advisors | Not disclosed | Advisory leadership |
| Ellodi Pharmaceuticals | Director | Not disclosed | Not disclosed |
| Immucor Inc. | Director | Not disclosed | Compensation Committee |
| Monogram Health, Inc. | Director | Not disclosed | Not disclosed |
| Exatech, Inc. | Director | Not disclosed | Not disclosed |
| Convey Holding Parent, Inc. | Director | Not disclosed | Not disclosed |
| Confluent Medical Technologies | Director | Not disclosed | Not disclosed |
Board Governance
- Committee memberships: Nominating & Governance Committee (member) and Leadership Development & Compensation Committee (member) .
- 2024 committee meetings: N&G Committee met 4 times; LDC Committee met 6 times .
- Board meetings/attendance: The Board held 4 meetings in fiscal 2024; each director attended at least 75% of Board and committee meetings on which they served; eight directors attended the 2024 annual meeting .
- Independence: Board determined all directors except the Chairman are independent; all Board committees are fully independent, with enhanced independence requirements met for Audit and LDC committees .
- Lead Independent Director: Dr. John M. Leonard serves as Lead Independent Director, elected annually, presiding over executive sessions and engaging with major stockholders .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | — | Mr. Sisitsky waived his right to participate in the non‑employee director compensation program due to his relationship with TPG, Inc. |
| Committee Fees | — | Waived with program participation |
Non‑Employee Director Compensation Structure (for participants) in 2024:
| Payment | Annual Compensation ($) |
|---|---|
| Cash retainer (paid quarterly) | 100,000 |
| Equity retainer (fully‑vested RSUs) | 240,000 |
| Lead Independent Director fee | 50,000 (increased in July 2024 from $42,500) |
| Committee chair: Audit | 40,000 |
| Committee chair: LDC | 27,500 |
| Committee chair: N&G | 25,000 |
| Committee member: Audit | 15,000 |
| Committee member: LDC | 10,000 |
| Committee member: N&G | 10,000 |
Performance Compensation
| Component | 2024 Amount | Vesting/Terms |
|---|---|---|
| Stock Awards ($) | — | He waived participation in the non‑employee director compensation program |
| RSU annual grant (participants) | 1,047 RSUs at $229.14 grant‑date fair value | RSUs fully vested when granted (for participating directors) |
| Options | Not applicable | No options reported for directors in 2024 |
No performance metrics are tied to non‑employee director equity awards; RSUs granted to participating directors are fully vested at grant, reflecting standard market practice for director pay, not at‑risk performance pay .
Other Directorships & Interlocks
| Company | Relationship to IQVIA | Potential Interlock/Exposure |
|---|---|---|
| Healthcare portfolio companies (e.g., Allogene Therapeutics, Immucor, Monogram Health) | Potential client/supplier overlap | Healthcare ecosystem ties may create perceived conflicts if transactions arise; Audit Committee must review and approve related party transactions . |
| TPG‑related entities | Former major shareholder cohort | Corporate opportunity renouncement in governing documents names “TPG Shareholders” as Exempted Persons; governance designed to manage potential conflicts . |
Expertise & Qualifications
- Skills matrix highlights for Mr. Sisitsky include Public Company Board, Healthcare, Technology, Financial, Global competencies, consistent with his healthcare investment leadership background .
- Reason for nomination: over 25 years of investment industry experience, leadership as managing partner at a global investment firm focused on healthcare, and extensive board service .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|
| Todd B. Sisitsky | — | — |
- Director Share Ownership Guidelines: Directors who participate in the non‑employee director compensation program must hold shares equal to 5x the annual cash retainer and retain 50% of shares from equity awards until guidelines are met; as of Feb 24, 2025, all nominees subject to the guidelines have satisfied the requirement .
- Securities Trading Policy includes anti‑hedging and anti‑pledging terms without exception, supporting alignment and risk control .
Governance Assessment
Strengths:
- Dual committee service (N&G and LDC) positions him at the center of governance architecture (nominations, sustainability oversight, director pay, clawbacks, ownership guidelines), enhancing board effectiveness and investor oversight .
- Board independence framework is robust (100% independent committees, majority voting, executive sessions each meeting, anti‑hedging/anti‑pledging), with active stockholder engagement and no excise tax gross‑ups .
Potential conflicts and alignment considerations:
- He waived all director compensation due to his relationship with TPG, Inc.; while this avoids direct pay from IQVIA, it coincides with zero reported beneficial ownership, which may reduce “skin‑in‑the‑game” alignment versus peers subject to share ownership guidelines .
- IQVIA’s corporate opportunity renouncement explicitly covers TPG Shareholders as Exempted Persons, and Audit Committee is charged with reviewing/approving related party and corporate opportunity transactions—appropriate safeguards but indicative of possible conflict pathways from TPG‑related interests .
- Attendance meets the company’s threshold (≥75%) and overall board meeting cadence was four in 2024; however, the proxy does not disclose individual attendance rates beyond the threshold .
Signals for investors:
- Committee positioning on LDC (clawbacks, ownership guidelines, director pay) and N&G (board composition, governance principles) supports governance competency; yet lack of personal share ownership and external ties to TPG/healthcare companies merit continued monitoring of related party approvals and board independence outcomes in practice .