William Kaelin Jr.
About William G. Kaelin Jr.
William G. Kaelin Jr., M.D., joined IQVIA’s Board of Directors on November 5, 2025 and was determined by the Board to be an independent director under NYSE rules . A Nobel laureate in Physiology or Medicine (2019) recognized for his work on oxygen sensing and VHL tumor suppressor biology, Dr. Kaelin is a Senior Physician-Scientist at Brigham and Women’s Hospital, the Sidney Farber Professor of Medicine at Dana-Farber Cancer Institute and Harvard Medical School, and an Investigator at the Howard Hughes Medical Institute . He will participate in IQVIA’s standard non‑employee director compensation arrangements as described in the company’s 2025 proxy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Brigham and Women’s Hospital | Senior Physician-Scientist | Ongoing | Clinical and translational leadership in oncology |
| Dana-Farber Cancer Institute | Sidney Farber Professor of Medicine; Independent Investigator | Professor since 2002; Investigator since 1992 | Led seminal research on hypoxia signaling and cancer biology |
| Harvard Medical School | Professor of Medicine | Since 2002 | Academic leadership and mentorship |
| Howard Hughes Medical Institute | Investigator | Since 1998 | High-impact biomedical research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Eli Lilly and Company | Director; Chair, Science & Technology Committee | Current | Public company directorship; potential interlock with pharma client base |
| LifeMine Therapeutics | Director | Current | Private biotech board role |
| Damon‑Runyon Cancer Research Foundation | Director | Current | Non‑profit governance |
| National Cancer Institute | Board of Scientific Advisers | Prior | Scientific advisory leadership |
| American Association for Cancer Research | Board of Trustees | Prior | Research community governance |
| Institute of Medicine National Cancer Policy Board | Member | Prior | Health policy oversight |
| Duke University | Trustee (recent) | Prior | University governance |
Board Governance
- Independence: IQVIA’s Board determined Dr. Kaelin meets NYSE independent director standards .
- Committee structure: IQVIA’s three standing committees (Audit; Leadership Development & Compensation “LDC”; Nominating & Governance “N&G”) are 100% independent; Audit and LDC members meet heightened independence standards under SEC/NYSE rules .
- Lead Independent Director and executive sessions: Regular executive sessions at each Board and committee meeting without management; LID has defined authority .
- Meetings and attendance: In 2024, Board held four meetings; each director attended at least 75% of Board and applicable committee meetings; 8 of 9 directors attended the 2024 annual meeting .
- Risk oversight: Board delegates risk topics across committees, including AI, cybersecurity, sustainability, compensation, and compliance; Audit reviews key risks semi‑annually .
Committee assignments for Dr. Kaelin were not disclosed at appointment; the 8‑K notes Board election and independence but no committee placements .
Fixed Compensation
| Element | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly |
| Committee chair fees | Audit: $40,000; LDC: $27,500; N&G: $25,000 | If appointed as chair |
| Committee member fees | Audit: $15,000; LDC: $10,000; N&G: $10,000 | If appointed as member |
| Lead Independent Director fee | $50,000 | Increased in July 2024 from $42,500 |
| Reimbursements | Reasonable education, travel, out‑of‑pocket for Board duties | Standard practice |
The Board changed timing of annual equity retainer grants to the date of the annual meeting starting in 2025 .
Performance Compensation
| Element | Grant details | Vesting/Performance | Notes |
|---|---|---|---|
| Equity retainer (RSUs) | Fair value $240,000 annually | Fully vested at grant; no performance metrics | RSUs granted to non‑employee directors; 2024 example grant 1,047 RSUs at $229.14 per share to incumbents |
| Deferral plan | Directors may defer cash and equity retainers | Credited as deferred stock units; payable in IQVIA stock at separation, death, or change‑in‑control | Non‑Employee Director Deferral Plan |
IQVIA’s non‑employee director program consists of cash retainers and fully‑vested RSUs; options are not listed in the director program . No director performance metrics are tied to equity grants.
Other Directorships & Interlocks
- Public company board: Eli Lilly and Company (chairs Science & Technology Committee) .
- Additional roles: LifeMine Therapeutics; Damon‑Runyon Cancer Research Foundation; prior roles at NCI BSA, AACR board, IOM National Cancer Policy board; recent Duke trustee .
Potential interlocks/conflicts: IQVIA serves pharma clients broadly; service on Eli Lilly’s board could present perceived conflicts on specific matters. IQVIA mitigates via Audit Committee oversight of related party and corporate opportunity transactions and robust independence/recusal practices .
Expertise & Qualifications
- Nobel Prize in Physiology or Medicine (2019); additional honors include Lasker Award, Wiley Prize, Paul Marks Prize, Canada Gairdner International Award; author of hundreds of peer‑reviewed publications and multiple patents .
- Education: M.D., Duke University School of Medicine; B.A. in Mathematics and Associate Bachelor in Chemistry, Duke .
- Technical depth in oncology, hypoxia signaling, translational medicine; leadership in academic and research institutions .
Equity Ownership
| Policy/Item | Detail | Notes |
|---|---|---|
| Director share ownership guideline | Hold stock equal to 5× annual cash retainer | Must retain ≥50% of shares received from equity awards until guideline met; LDC oversees compliance |
| Anti‑hedging/pledging | Full prohibition without exception | Securities Trading Policy prohibits hedging/pledging by directors/officers/employees |
| Deferral plan availability | Yes | Cash and equity retainers can be deferred into stock units payable in IQVIA shares at separation/death/change‑in‑control |
| Compliance status disclosure | As of Feb 24, 2025, all director nominees subject to guidelines had met ownership requirements | Dr. Kaelin’s appointment occurred Nov 2025; his ownership status will be reported in future filings |
Governance Assessment
- Strengths: Clear independence; deep scientific and healthcare credentials aligned with IQVIA’s clinical, data, and AI mission; robust governance architecture with fully independent committees, stringent anti‑hedging/pledging policy, and clawbacks; formal related‑party review by Audit Committee .
- Alignment: Director compensation mix emphasizes equity ownership via fully‑vested RSUs and share ownership guidelines (5× cash retainer), supporting skin‑in‑the‑game over time .
- Watch‑items/RED FLAGS: Potential perceived conflicts from serving on Eli Lilly’s board given IQVIA’s pharma client base; require monitoring of recusals and any related‑party transactions (Audit Committee has explicit oversight) . Committee assignments and 2025 attendance for Dr. Kaelin not yet disclosed; re‑evaluate after 2026 proxy .
Additional Board governance context: declassified Board; majority voting with resignation policy; special meeting right (25% holders); proxy access; anti‑poison pill; regular shareholder engagement; robust sustainability/AI oversight in N&G and Audit .