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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant        x

Filed by a Party other than the Registrant        ¨

Check the appropriate box:

¨          Preliminary Proxy Statement

¨          Confidential, for use of the Commission Only (as permitted by Rule 14a-6(e)(2))

x          Definitive Proxy Statement

¨          Definitive Additional Materials

¨          Soliciting Material Pursuant to §240.14a-12

QUINTILES TRANSNATIONAL HOLDINGS INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x          No fee required.

¨          Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

¨          Fee paid previously with preliminary materials.

¨          Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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2016

Notice of

Annual Meeting &

Proxy Statement

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NOTICE OF 2016 ANNUAL MEETING

OF SHAREHOLDERS

To the shareholders of Quintiles Transnational Holdings Inc.:

The 2016 Annual Meeting of Shareholders of Quintiles Transnational Holdings Inc. (the “Company”) will be held on Thursday, May 5, 2016, at 9:00 a.m., local time, at the Sheraton Imperial Hotel & Convention Center, 4700 Emperor Blvd., Durham, North Carolina 27703 to consider and vote upon the following matters and to transact such other business as may be properly brought before the meeting:

Shareholders of record at the close of business on March 3, 2016 are entitled to notice of, and to vote at, the Annual Meeting.

We hope you will attend the Annual Meeting in person. Whether or not you plan to attend the meeting, we urge you to vote as promptly as possible to ensure that your shares are represented at the meeting.

By Order of the Board of Directors

James H. Erlinger III

Executive Vice President,

General Counsel and Secretary

Durham, North Carolina

March 21, 2016

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QUINTILES TRANSNATIONAL HOLDINGS INC.

PROXY STATEMENT

2016 Annual Meeting of Shareholders May 5, 2016

GENERAL INFORMATION

What are these materials?

The Board of Directors (the “Board”) of Quintiles Transnational Holdings Inc. (we, us, our, Quintiles, or “our Company”) is soliciting your proxy in connection with our Company’s annual meeting of shareholders, or the Annual Meeting, to be held on Thursday, May 5, 2016, at 9:00 a.m., local time, and at any postponements or adjournments thereof. The proxy materials for the Annual Meeting, including this proxy statement and our annual report to shareholders, are being made available to shareholders on or about March 21, 2016. You are invited to attend the Annual Meeting and are requested to vote on the proposals described in this proxy statement. We will hold the Annual Meeting at the Sheraton Imperial Hotel & Convention Center, 4700 Emperor Blvd., Durham, North Carolina 27703.

What items will be voted on at the Annual Meeting?

We will hold the Annual Meeting to vote on the following proposals and conduct such other business as may be properly brought before the meeting:

Proposal One. The election of three Class III directors as set forth in this proxy statement;

Proposal Two. An advisory (nonbinding) vote to approve executive compensation; and

Proposal Three. The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2016.

Who are the Class III directors that will be voted on at the Annual Meeting?

The following are the Class III directors that have been nominated for election to our Board:

Information regarding each of our directors is set forth below under “Proposal One—Election of Directors—Directors.”

What are our Board’s voting recommendations?

Our Board recommends that you vote your shares:

“FOR” each of the nominees to our Board (Proposal One);

“FOR” the advisory (nonbinding) vote to approve executive compensation (Proposal Two); and

“FOR” ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2016 (Proposal Three).

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How can I obtain electronic access to the proxy materials?

Our proxy materials are available at http://materials.proxyvote.com/74876Y. This website address is included as an inactive textual reference only. Information on this website does not constitute part of this proxy statement.

Important Notice Regarding the Availability of Proxy Materials

For the Shareholder Meeting to Be Held on May 5, 2016:

Our Annual Report and proxy statement will be available free of charge on the Internet at:

http://materials.proxyvote.com/74876Y

Pursuant to rules adopted by the United States Securities and Exchange Commission, or the SEC, we use the Internet as the primary means of furnishing proxy materials to shareholders. Accordingly, beginning on or about March 21, 2016, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders. The Notice contains instructions on how you can access our proxy materials, including this proxy statement, over the Internet or request a printed copy of our proxy materials. The Notice also instructs you on how you can vote using the Internet and by telephone.

In addition, the Notice contains instructions on how to request to receive proxy materials in printed form by mail or electronically by e-mail on an ongoing basis. If you choose to follow the instructions in the Notice for making this request, the materials will be sent promptly to you in the manner you select and you will continue to receive these materials via the method selected unless you elect otherwise. We encourage shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our annual meetings and reduce printing and mailing costs.

Where are our principal executive offices located and what is our main telephone number?

Our principal executive offices are located at 4820 Emperor Blvd., Durham, North Carolina 27703. Our main telephone number is (919) 998-2000.

Why did my household only receive one paper copy of the Notice? How can I obtain an additional copy of the proxy materials?

We have adopted a procedure approved by the SEC, known as “householding.” Under this procedure, we deliver a single copy of the Notice and, if requested, our proxy materials, to multiple shareholders who share the same address unless we have received contrary instructions from one or more of the shareholders. This procedure reduces our printing and mailing costs and the environmental impact of our annual meetings. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate Notice or a copy of this proxy statement and our annual report to any shareholder at a shared address to which we delivered a single Notice.

To receive free of charge a separate copy of this proxy statement and our annual report, shareholders may write or call our Company at the following:

Quintiles Investor Relations

4820 Emperor Blvd.

Durham, North Carolina 27703

(919) 998-2590

Shareholders who hold shares in “street name” (as described below) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

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Who may vote at the Annual Meeting?

Only shareholders of record at the close of business on March 3, 2016 are entitled to vote at the Annual Meeting and any postponements or adjournments thereof. At that time, there were 119,501,206 shares of our common stock outstanding, each of which is entitled to one vote on each matter submitted to a vote at the meeting.

How do I vote my shares?

You may vote shares by proxy or in person using one of the following methods:

Voting by Mail. If you requested printed proxy materials, you can vote using your proxy card by marking, dating and signing the card and returning it by mail in the accompanying postage-paid envelope. You should mail your signed proxy card sufficiently in advance for it to be received by the close of business on Wednesday, May 4, 2016.

Voting in Person. You can vote in person at the meeting if you are the record owner of the shares to be voted. You can also vote in person at the meeting if you present (i) a properly signed proxy that authorizes you to vote shares on behalf of the record owner and (ii) valid picture identification such as a driver’s license or passport. If a broker, bank, custodian or other nominee holds your shares, to vote in person at the meeting you must present a letter or other proxy appointment, signed on behalf of the broker or nominee, granting you authority to vote the shares.

Voting by Internet. You may vote over the Internet by visiting www.proxyvote.com and entering the control number found in the Notice. The deadline for voting over the Internet is Wednesday, May 4, 2016 at 11:50 p.m. Eastern time.

Voting by Telephone. You may vote by calling the following toll-free telephone number: 1-800-454-8683. The deadline for voting by telephone is Wednesday, May 4, 2016 at 11:50 p.m. Eastern time.

If you vote via the Internet or by telephone, your electronic vote authorizes the named proxies in the same manner as if you signed, dated and returned a proxy card. If you are not the holder of record of your shares, the availability of Internet and telephone voting may depend on the voting process of the organization that holds your shares.

How do I vote shares held by a broker or other nominee?

If a broker, bank, custodian or other nominee holds your shares, you may have received a notice or voting instruction form from them. Please follow the directions that your broker, bank, custodian or other nominee provides or contact the firm to determine the voting methods available to you. Brokers are not permitted to vote for Proposals One or Two if the broker has not received instructions from the beneficial owner of shares. It is particularly important, if you hold your shares through a broker or other nominee, that you instruct your broker how you wish to vote your shares because brokers will have discretionary voting authority only with respect to Proposal Three if you do not do so.

How do I revoke my proxy and change my vote?

You can revoke your proxy and change your vote by (1) attending the Annual Meeting and properly voting in person, (2) delivering written notice of revocation of your proxy to our Corporate Secretary at any time before voting is closed, (3) timely submitting new voting instructions by telephone or over the Internet as described above, or (4) timely submitting a signed proxy card bearing a later date.

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How will my proxy be voted?

If you timely submit your proxy as described above and have not revoked it, your shares will be voted or withheld from voting in accordance with the voting instructions you gave. If you timely submit your proxy as described above without giving voting instructions, your shares will be voted “FOR” the election of the director nominees listed in this proxy statement (Proposal One), “FOR” the advisory (nonbinding) vote to approve executive compensation (Proposal Two), and “FOR” ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2016 (Proposal Three).

What is the quorum requirement for the Annual Meeting?

A quorum must be present at the meeting before business can be conducted. A quorum will be present if a majority of the shares entitled to vote are represented in person or by proxy at the meeting. Shares represented by a proxy that withholds authority to vote or with instructions to abstain from voting on any matter will be considered present for purposes of determining the existence of a quorum. Shares represented by a proxy as to which a broker, bank, custodian or other nominee has indicated that it does not have discretionary authority to vote on certain matters (sometimes referred to as “broker non-votes”) will also be considered present for purposes of determining the existence of a quorum.

What votes are required to approve each proposal?

Proposal One (Election of Directors). Directors will be elected by a plurality of the votes cast. The nominees who receive the most votes will be elected to fill the available positions. Shareholders do not have the right to vote cumulatively in electing directors. Withholding authority in your proxy to vote for a nominee will result in the nominee receiving fewer votes. Because no director’s nomination is contested, all nominees will be elected so long as they receive any votes. However, any director who receives a number of “withhold” votes that is greater than 50% of the votes cast is required to offer his or her resignation to the Board. See “What if a director nominee receives more than 50% of “withhold” votes in an uncontested election?” below.

Proposal Two (Advisory Vote to Approve Executive Compensation). With respect to this proposal, our executive compensation will be approved on an advisory basis if the votes cast for approval exceed the votes cast against approval. Because your vote to approve executive compensation is advisory, it will not be binding upon our Board, overrule any decision by our Board, or create or imply any additional fiduciary duties on our Board or any member of our Board. Our Compensation and Talent Development Committee (the “Compensation Committee”) will, however, take into account the outcome of the vote when considering future executive compensation arrangements.

Proposal Three (Ratification of Appointment of Independent Registered Public Accounting Firm). Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2016 will be approved if the votes cast for approval exceed the votes cast against approval. Although shareholder ratification of the appointment is not required by law or our third amended and restated bylaws, or our bylaws, our Audit Committee has determined that, as a matter of corporate governance, the selection of our independent registered public accounting firm should be submitted to our shareholders for ratification. If the appointment of PricewaterhouseCoopers LLP is not ratified by a majority of the votes cast at the Annual Meeting, our Audit Committee will consider the appointment of other independent registered public accounting firms. Even if the appointment is ratified, our Audit Committee may change the appointment at any time if it determines that the change would be in the best interests of our Company and our shareholders.

Abstentions and broker non-votes will not be counted for purposes of determining whether these proposals have received sufficient votes for approval.

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What if a director nominee receives more than 50% of “withhold” votes?

Our Corporate Governance Guidelines include a director resignation policy that requires any director nominee who receives a number of “withhold” votes that is greater than 50% of all votes cast with respect to that nominee’s election in an uncontested election to offer his or her resignation to the Board. Once tendered, the Governance, Quality and Nominating Committee (the “Governance Committee”) must make a recommendation to the Board as to whether to accept the tendered resignation or take another action. The Governance Committee’s recommendation and the Board’s actions with respect to any such resignation offer may include (i) accepting the resignation offer, (ii) deferring acceptance of the resignation offer until a replacement with the necessary qualifications can be identified and elected to the Board, (iii) rejecting the director’s resignation and addressing the underlying cause of the “withhold” votes, (iv) resolving that the director will not be re-nominated for the next election or (v) rejecting the resignation offer.

The Governance Committee and the Board must base their decisions on the best interests of our Company and our shareholders, considering all factors deemed relevant, including, but not limited to, (i) any stated reasons why shareholders cast a “withhold” vote for such director, (ii) the basis for any recommendation to shareholders to “withhold” votes for such director, (iii) any alternatives for curing the underlying cause of the “withhold” votes for such director, (iv) the director’s tenure, (v) the director’s qualifications, (vi) the director’s past and expected future contributions to our Company and (vii) the overall composition of the Board, including whether accepting the resignation offer would cause our Company to be in violation of its constituent documents or fail to meet any applicable regulatory or contractual requirements.

The Board must decide on the appropriate course of action within 90 days of the certification of election results. We will publicly disclose the Board’s decision as soon as practicable by issuing a press release or filing a current report on Form 8-K.

Who is paying the costs of this proxy solicitation?

Our Company is paying the costs of the solicitation of proxies. We will reimburse brokers, banks or other custodians, nominees and fiduciaries for their charges and expenses in forwarding proxy materials to beneficial owners. In addition, certain of our directors, officers and regular employees, without additional compensation, may solicit proxies on our behalf in person, by telephone, or by electronic communication.

How can I obtain additional information about Quintiles?

Our annual report on Form 10-K and other SEC filings may be accessed at www.sec.gov or on our website at www.quintiles.com/investors. Information on our website does not constitute part of this proxy statement. We will provide copies of our 2015 annual report to shareholders, including our annual report on Form 10-K for the year ended December 31, 2015, including the exhibits and schedules thereto, without charge to any shareholder who makes a written request to our Corporate Secretary at 4820 Emperor Blvd., Durham, North Carolina 27703.

How can I attend the Annual Meeting?

Only shareholders as of the close of business on March 3, 2016 are entitled to attend the Annual Meeting. Admission will begin at 8:30 a.m. local time on the date of the Annual Meeting, and each shareholder must present valid picture identification such as a driver’s license or passport and, if asked, provide proof of stock ownership as of the record date. The use of mobile phones, pagers, recording or photographic equipment, tablets and/or computers is not permitted at the Annual Meeting. Requests for directions to the meeting location may be directed to Investor Relations, Quintiles Transnational Holdings Inc., 4820 Emperor Blvd., Durham, North Carolina 27703.

How can I find out the results of the voting at the Annual Meeting?

One or more persons will be appointed to act as the inspector of election at the Annual Meeting. Voting results will be announced by the filing of a current report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended current report on Form 8-K within four business days of the day the final results are available.

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BACKGROUND

In January 2008, Quintiles Transnational Corp., our wholly owned subsidiary through which we conduct our operations, or Quintiles Transnational, engaged in a shareholder reorganization transaction that resulted in our ownership by Dr. Dennis B. Gillings, CBE, or Dr. Gillings, and his affiliates, investment funds associated with Bain Capital Investors, LLC, or Bain Capital, affiliates of TPG Global, LLC, or the TPG Funds (we refer to TPG Global, LLC as “TPG Global” and together with its affiliates, as “TPG”), affiliates of 3i Corporation, or 3i, certain other shareholders who participated in our 2003 going private transaction, and various members of our management. In connection with this transaction, we entered into a shareholders agreement with certain of our shareholders, or the Shareholders Agreement (as subsequently amended and restated).

In December 2009, we completed a holding company reorganization whereby we formed Quintiles Transnational Holdings Inc. as the parent company of Quintiles Transnational. In May 2013, we returned to the public markets by completing an initial public offering, or IPO, on the New York Stock Exchange LLC, or the NYSE, and our common stock now trades under the stock symbol “Q.”

PROPOSAL ONE—ELECTION OF DIRECTORS

In November 2014, the collective ownership of our Company by the shareholders party to the Shareholders Agreement decreased below 50% of our outstanding shares, and we ceased to qualify as a “controlled company” under applicable NYSE listing requirements. As a result, we were required to come into full compliance with various NYSE listing requirements by November 2015, including requirements that our Board be composed of a majority of “independent” directors and each of our Audit, Compensation and Governance Committees be composed solely of independent directors.

To facilitate compliance with these requirements, in February 2015 we and the parties to the Shareholders Agreement amended and restated the Shareholders Agreement. In connection with these changes and to complete our transition to full compliance with the NYSE listing requirements, in November 2015 we reduced the size of our Board from 13 to nine directors, a majority of whom are required to be independent; we reconstituted the composition of our Audit, Compensation and Governance Committees so that each committee is composed solely of independent directors; and 3i ceased to be a party to the Shareholders Agreement.

Subject to certain limitations described below under “—Voting Requirements Under the Shareholders Agreement,” and consistent with NYSE board and committee independence requirements, the Shareholders Agreement requires the shareholders party thereto to use their reasonable best efforts to cause our Audit, Compensation and Governance Committees to be composed solely of independent directors. In addition, the shareholders party to the Shareholders Agreement have agreed to vote their respective shares in favor of the following nominees to our Board, and we have agreed to use our reasonable best efforts to cause the Board and our Governance Committee to, as applicable, (i) include these nominees in the slate of nominees recommended by the Board for the applicable class of directors for election by our shareholders and (ii) appoint any replacement nominees to fill a vacancy on the Board created by the departure of a nominee designated by a shareholder party to the Shareholders Agreement:

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Following these changes to the Shareholders Agreement, our directors continue to be divided into three classes (Classes I, II and III), with staggered three-year terms:

Due to our classified Board structure, unless a vacancy occurs within a class of directors, only one class of directors is elected at each annual meeting of shareholders, with the other classes continuing for the remainder of their respective three-year terms. If a vacancy occurs, the director appointed to fill such vacancy serves only until the next annual meeting following his or her appointment.

The Class I directors consist of Dr. Gillings and Messrs. Coslet and Evanisko; the Class II directors consist of Dr. Leonard and Messrs. Connaughton and Schaeffer; and the Class III directors consist of Messrs. Greenberg and Pike and Ms. Lo. Information regarding each of our directors is set forth below under “—Directors.”

This year, our Class III directors will stand for re-election, including Ms. Lo, whom our Board appointed in September 2015 as a new Class III director. Consistent with the requirements of the Shareholders Agreement, our articles of incorporation and our bylaws, our Board has nominated each of our current Class III directors for re-election as Class III directors at the Annual Meeting. If re-elected at the Annual Meeting, each Class III director nominee will hold office until (i) our 2019 annual meeting, (ii) his or her successor has been duly elected and qualified, or (iii) his or her death, resignation, retirement, disqualification or removal from office.

Our Board of Directors recommends that shareholders vote for the election of each of the above named nominees as directors.

Unless there is a contrary indication, shares of common stock represented by valid proxies will be voted FOR the election of all of the nominees. If for any reason a nominee should become unable or unwilling to serve as a director, which is not expected, the shares represented by valid proxies will be voted for the election of such other person as our Board may recommend.

Directors

Information regarding each of our directors, including their age as of March 21, 2016, their tenure on our Board and other information regarding their experience and qualifications, is set forth below. There are no family relationships between any of our executive officers or directors.

Class I Directors

Dr. Dennis B. Gillings, CBE, age 71, has served as a director since he founded our Company in 1982 and served as our Executive Chairman until December 31, 2015. He also served as our Chief Executive Officer from 1982 to December 2012. Dr. Gillings taught for more than 15 years as a professor at the University of North Carolina at Chapel Hill. Dr. Gillings serves on several other boards and councils, including the International Advisory Council to Singapore, the International Advisory Board for the Scottish Enterprise, and the Advisory

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Board of the Schaeffer Health Policy Institute at the University of Southern California. He served as the founding Chairman of the Association of Clinical Research Organizations, a Washington-based trade group formed in 2002. He also served as a director of Icagen, Inc., a biopharmaceutical company, from 1997 until June 2011. He was awarded the Commander in The Most Excellent Order of the British Empire in 2004. Dr. Gillings served as Pro Chancellor of the University of Southampton from 2006 to 2011. In 2012, he received the SCRIP Lifetime Achievement Award in recognition of contributions to the pharmaceutical industry. Dr. Gillings received a diploma in Mathematical Statistics from Cambridge University in 1967 and a Ph.D. in Mathematics from the University of Exeter, England, in 1972. During 1996 to 1997, Dr. Gillings received honorary Professorships of Medicine from Beijing University, Peking Union Medical College, Shanghai University and Xian University. Dr. Gillings has also received Honorary Doctorate degrees from the University of Exeter, the University of North Carolina at Chapel Hill, the University of Southampton, Kings College London, and University College London. In 2008, he became an Honorary Fellow at Queen Mary, University of London, and the Academy of Medical Science, London.

Jonathan J. Coslet, age 51, has served as a director since our going private transaction in 2003. Mr. Coslet is a Senior Partner and the Chief Investment Officer of TPG. He is also Chairman of TPG’s Investment Committee and Management Committee and serves as a member of its Holdings Management Committee. Prior to joining TPG in 1993, Mr. Coslet was in the Investment Banking department of Donaldson, Lufkin & Jenrette, specializing in leveraged acquisitions and high yield finance from 1991 to 1993. From 1987 to 1989, Mr. Coslet worked at Drexel Burnham Lambert Incorporated. Mr. Coslet serves on the board of directors of IASIS Healthcare Corporation, an operator of hospitals, PETCO Animal Supplies, Inc., a pet supply retailer, and Life Time Fitness, Inc., a comprehensive health and lifestyle company. Mr. Coslet was formerly a director of Biomet, Inc., a medical device company, J Crew Group, Inc., an apparel retailer, Burger King Corporation, a global fast food hamburger restaurant chain, Caesars Entertainment Corporation, a casino-entertainment provider and Neiman Marcus Group, Inc., an operator of retail stores. Mr. Coslet also serves on the Harvard Business School Advisory Board for the West Coast. Mr. Coslet received his Master of Business Administration from Harvard Business School in 1991, where he was a Baker Scholar and a Loeb Fellow, and his Bachelor of Science in Economics (Finance) from the University of Pennsylvania Wharton School, where he was Valedictorian, summa cum laude, a Gordon Fellow and a Steur Fellow.

Michael J. Evanisko, age 66, has served as a director since May 2010. Mr. Evanisko is currently Chairman of PARx Solutions, Inc., a provider of processing services for physician practices, where he has served as a director and Chairman since June 2012. From September 2010 to December 2012, Mr. Evanisko served on the board of BackChannel Media, Inc., a broadcast technology developer. From June 2002 to February 2008, Mr. Evanisko served as Executive Chairman of Adheris, Inc., a provider of educational and informational services to patients taking prescription medications. He received his Bachelor’s degree in Labor Studies from Pennsylvania State University, his Master of Public Administration from Pennsylvania State University, his Master of Arts in Administrative Sciences from Yale University and his Master of Philosophy from Yale University.

Class II Directors

John P. Connaughton, age 50, has served as a director since January 2008. Since 1997, Mr. Connaughton has been a Managing Director of Bain Capital, which he joined in 1989. Prior to joining Bain Capital, Mr. Connaughton was a consultant at Bain & Company, Inc., where he worked in the healthcare, consumer products and business services industries. Mr. Connaughton also serves as a director of iHeartMedia, Inc., a global media and entertainment company, Bio Products Laboratory, a United Kingdom based producer of plasma products, Grupo NotreDame Intermedica, a Brazil based healthcare provider, Beacon Health Options, a provider of managed behavioral health and wellness services in the United States, and The Boston Celtics, a National Basketball Association franchise. Mr. Connaughton was formerly a director of SunGard Data Systems Inc., a software and technology services company, Warner Music Group Corp., a music-based content company, Warner Chilcott plc, an international pharmaceutical company, HCA Holdings, Inc., a corporate operator of hospitals and health systems, CRC Health Corporation, a provider of treatment and educational programs related

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to behavioral issues, and Air Medical Group Holdings, Inc., a provider of air medical services. He also volunteers for a variety of charitable organizations, serving as a member of The Berklee College of Music Board of Trustees and the University of Virginia McIntire Foundation Board of Trustees. Mr. Connaughton received a Bachelor of Science in Commerce from the University of Virginia and a Master of Business Administration from Harvard Business School, where he was a Baker Scholar.

John M. Leonard, M.D., age 58, has served as a director since February 2015. Since July 2014, Dr. Leonard has served as the Chief Medical Officer at Intellia Therapeutics, Inc., a biotechnology company involved in gene-based therapy. Dr. Leonard previously served as the Chief Scientific Officer and Senior Vice President of Research and Development at AbbVie Inc., a global pharmaceutical company, from its spin-out from Abbott Laboratories in January 2013 until retiring from those positions at the end of 2013. Prior to the formation of AbbVie, Dr. Leonard served as Senior Vice President of Global Pharmaceutical Research and Development at Abbott from 2008 to 2012. He has over 30 years of combined experience in medicine, research and management, including serving in various roles at Abbott beginning in 1992. Dr. Leonard also serves as a director of Chimerix, Inc., and Vitae Pharmaceuticals, Inc., both biopharmaceutical companies. Dr. Leonard completed an Internship and Residency in Internal Medicine at Stanford University Hospital followed by a Postdoctoral Fellowship in Molecular Virology at the National Institute of Allergy and Infectious Diseases at the National Institutes of Health. Dr. Leonard earned a Bachelor’s Degree in Biochemistry from the University of Wisconsin at Madison and a Doctorate in Medicine from Johns Hopkins University in Baltimore, MD.

Leonard D. Schaeffer, age 70, has served as a director since January 2008. He has served as a partner of North Bristol Partners LLC, a privately held consulting company, since 2006. From 2007 to 2011, Mr. Schaeffer served as the Chairman of the Board of Surgical Care Affiliates, LLC, then a privately held company operating a national network of ambulatory surgical centers and surgical hospitals. Mr. Schaeffer formerly served as Chairman of the Board of WellPoint, Inc. (now Anthem, Inc.), then the largest health insurance company in the United States, Chairman and Chief Executive Officer of WellPoint Health Networks Inc. and Chairman and Chief Executive Officer of Blue Cross California and as a director of Allergan, Inc., a publicly traded specialty pharmaceutical company (1993 – 2011), and as a director of Amgen, Inc., a publicly traded biotechnology company (2004 – 2013). Mr. Schaeffer now serves on the boards of Walgreens Boots Alliance, a publicly traded pharmaceutical manufacturing, wholesale and distribution holding company, and scPharmaceuticals, a privately held medical device company. While serving in the federal government from 1978 to 1980, Mr. Schaeffer was Administrator of the Health Care Financing Administration (now CMS) and was responsible for the United States Medicare and Medicaid programs. Mr. Schaeffer was named the Judge Widney Professor and Chair at the University of Southern California in 2007 and serves on the boards of the Brookings Institution, the RAND Corporation, the University of Southern California, and on the Board of Fellows of Harvard Medical School. He is a member of the Institute of Medicine of the National Academy of Sciences. Mr. Schaeffer received his Bachelor of Arts from Princeton University in 1969.

Class III Directors

Jack M. Greenberg, age 73, has served as a director since January 2004 and as Chairman since January 2016. He has served as Chairman of The Western Union Company, a money transfer services firm, since September 2006 and InnerWorkings, Inc., a global marketing supply chain company, since June 2010. He formerly served as Chairman and Chief Executive Officer of McDonald’s Corporation from May 1999 and August 1998, respectively, until his retirement in December 2002. Before becoming its Chief Executive Officer, Mr. Greenberg held various senior positions at McDonald’s, including Vice-Chairman, President and Chairman and Chief Executive Officer of McDonald’s USA, a division of McDonald’s Corporation. Mr. Greenberg also served as a director of The Allstate Corporation, a property and casualty insurance company, and Hasbro, Inc., a publicly traded branded play company until May 2015. He also served as a director of Manpower Inc., a publicly traded workforce solutions company, from October 2003 to September 2014. He currently serves as a director of Navicure, Inc., a provider of web-based billing and payment solutions, and of Pinstripes, Inc., both privately held companies. He is a member of the American Institute of Certified Public Accountants, the Illinois CPA Society and the Chicago Bar Association. Mr. Greenberg is also a Life Trustee of DePaul University (having previously

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served as its Chairman), The Field Museum and the Institute of International Education, as well as the Chairman of the board of directors of the Metropolitan Pier & Exposition Authority. He formerly served on the executive committee of The Chicago Community Trust. Mr. Greenberg holds a business degree from DePaul University’s School of Commerce and a Juris Doctor from DePaul University’s School of Law.

Annie H. Lo, age 65, has served as a director since September 2015. Ms. Lo has more than 30 years of financial and operational experience at Johnson & Johnson, a global healthcare company, most recently serving as the Chief Financial Officer of the Worldwide Consumer & Personal Care Group from 2001 until her retirement in 2011. Ms. Lo has served as a director of TransForce Inc., a Montreal-based transportation and logistics company, since 2014, and served as a director of Ansell Ltd., an Australian manufacturing company, from 2013 until 2015. Ms. Lo received her Bachelor’s Degree in Taiwan from National Taiwan University and her Masters of Business Administration from Eastern Michigan University. She is a Certified Management Accountant (CMA).

Thomas H. Pike, age 56, has served as Chief Executive Officer of Quintiles Transnational since April 2012, as a director since August 2012 and as our Chief Executive Officer since January 2013. Mr. Pike served as Chief Executive Officer of Accelion, Inc., a healthcare outsourcing firm, from January 2010 to November 2010. Following his service with Accelion, Inc., Mr. Pike acted as an independent consultant. Mr. Pike previously spent 22 years with Accenture, a global management consulting, technology services and outsourcing company, including serving as Chief Risk Officer from September 2009 to January 2010, Managing Director—North America Health and Products Industries from December 2006 to August 2009, Chief Operating Officer—Global Resources Industries from March 2002 to December 2006 and Managing Partner—Growth & Strategy from 1999 until March 2002. Mr. Pike began his career in the consulting industry, including as a Senior Engagement Manager with McKinsey & Company from 1989 to 1992. Mr. Pike received his Bachelor of Science in Accounting from the University of Delaware.

Executive Officers

Information regarding each of our executive officers (other than Mr. Pike), including their age as of March 21, 2016, their tenure with our Company and other information regarding their experience and qualifications, is set forth below.

Kevin K. Gordon, age 53, has served as our Executive Vice President and Chief Operating Officer since October 2015. From July 2010 to December 2015, Mr. Gordon served as our Executive Vice President and Chief Financial Officer. Prior to joining us, he spent 13 years with Teleflex Incorporated, a global, publicly traded health care company, most recently serving as Executive Vice President and Chief Financial Officer from March 2007 to January 2010. Prior to serving at Teleflex, Mr. Gordon spent 12 years in senior finance positions with Package Machinery Company and KPMG. Mr. Gordon received his Bachelor’s degree in Accounting from the University of Connecticut.

Michael R. McDonnell, age 52, has served as our Executive Vice President and Chief Financial Officer since December 2015. Prior to joining us, he was the Executive Vice President and Chief Financial Officer of Intelsat, a leading global provider of satellite services, from November 2008 until December 2015. He was previously Executive Vice President, Chief Financial Officer and Treasurer of MCG Capital Corporation, a publicly-held commercial finance company, from September 2004 and its Chief Operating Officer from August 2006 through October 2008. From August 2000 to August 2004, Mr. McDonnell was employed by EchoStar Communications Corporation (f/k/a DISH Network Corporation), a direct-to-home satellite television operator, where he served as Executive Vice President and Chief Financial Officer from July 2004 to August 2004 and as Senior Vice President and Chief Financial Officer from August 2000 to July 2004. Prior to joining EchoStar, from 1986 to 2000 Mr. McDonnell was employed by PricewaterhouseCoopers LLP, where he was a partner from 1996. He also served on the board of directors of Catalyst Health Solutions, Inc., a pharmacy benefit management company, from 2005 to 2012. Mr. McDonnell has a Bachelor of Science degree in accounting from Georgetown University and is a certified public accountant.

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James H. Erlinger III, age 57, has served as our Executive Vice President, General Counsel since January 2013 and as our Secretary since February 2013. Prior to joining us, he spent over 27 years practicing corporate law at Bryan Cave, LLP, a multinational law firm. Mr. Erlinger focused his practice on outsourcing, healthcare, joint ventures, mergers and acquisitions, licensing and capital formation. Mr. Erlinger is a certified public accountant and received his Bachelor’s degree in Finance from the University of Missouri-Columbia, his Master of Business Administration from the University of Missouri-Columbia, College of Business and his Juris Doctor from the University of Missouri-Kansas City School of Law.

Qualifications of Our Board

Our Board seeks to ensure that its members have experience, qualifications, attributes and skills that will facilitate the effectiveness of our Board’s oversight responsibilities. Our Board has adopted a corporate governance policy that includes broadly defined, nonbinding guidelines for Board membership such as experience, diversity and term limits.

We believe that the individual and collective experience of our current directors adds value to our Board and our Company. We believe Dr. Gillings is qualified to serve on our Board due to his unique perspective of over 30 years of industry experience and leadership of our Company since its founding, which provides valuable insight to and a vital link between management and our Board. With respect to Mr. Pike, we believe that Mr. Pike’s extensive executive experience, as well as his understanding of our business and strategy from his service as our Chief Executive Officer, qualify him for service as a director, bring a valuable perspective to our Board and provide a vital link between management and our Board. We believe that Mr. Connaughton’s experience as a Managing Director of Bain Capital, service on other public company boards and over 15 years’ experience in the private equity industry, as well as extensive experience in the healthcare industry, qualify him for service on our Board. We believe that Mr. Coslet’s experience as a TPG Senior Partner and over 25 years’ experience, including experience in the pharmaceutical, private equity and investment banking industries, qualify him for service on our Board. With respect to Mr. Evanisko, we believe that Mr. Evanisko’s over 30 years’ experience in management consulting and entrepreneurial ventures in healthcare and his service on our Board since 2010 qualify him for service as a director and bring a valuable perspective to our Board. With respect to Mr. Greenberg, we believe that his previous service as the chairman, chief executive officer and chief financial officer of a global company, McDonald’s Corporation, qualifications as a certified public accountant and current or former service on a number of other public company boards, including as chairman, qualify him for service as a director and bring a valuable perspective to our Board. With respect to Dr. Leonard, we believe that his over 30 years’ experience in medicine, research and management, including serving in various roles at Abbott beginning in 1992 qualify him for service as a director and bring a valuable perspective to our Board. We believe that Ms. Lo’s previous global experience at Johnson & Johnson and her CMA designation qualify her for service as a director and bring a valuable perspective to our Board. Finally, with respect to Mr. Schaeffer, we believe that his substantial health insurance experience as a former chairman of WellPoint, Inc. and chairman and chief executive officer of WellPoint Health Networks Inc. and Blue Cross of California qualify him for service as a director and bring a valuable perspective to our Board. Each of the Disinterested Nominees, including the two who are standing for election at the Annual Meeting, has been nominated by our Governance Committee.

With respect to our directors who were elected to our Board as a consequence of our shareholders’ nomination rights pursuant to the Shareholders Agreement, we note in particular that (i) Dr. Gillings brings the unique perspective of over 30 years of industry experience and continuous leadership of our Company since its founding; (ii) Mr. Connaughton is a Managing Director of Bain Capital, serves on other public company boards and has over 25 years’ experience in the private equity industry, as well as extensive experience in the healthcare industry; and (iii) Mr. Coslet is a Senior Partner at TPG and has over 25 years’ experience, including experience in the pharmaceutical, private equity and/or investment banking industries.

Voting Requirements Under the Shareholders Agreement

As discussed above, the Shareholders Agreement requires the shareholders party thereto to vote their respective shares in favor of the Gillings Nominee, the Management Nominee, the Bain Nominee, the TPG

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Nominee and the Disinterested Nominees. If any of Dr. Gillings (together with his affiliates), Bain Capital or the TPG Funds ceases to beneficially own 5% or more of the then outstanding shares of our common stock, then such shareholder group will no longer have the right to designate a nominee to our Board under the Shareholders Agreement and will not be required to vote in accordance with the Shareholders Agreement. Under the Shareholders Agreement, if any shareholder group no longer has the right to designate a nominee, the shareholder group is required to promptly notify our Company in writing. Upon receipt of such notice, our Company’s independent directors will meet to determine whether to request the shareholder group to cause the director designated as its nominee to resign from the Board. If requested in writing by a majority of the independent directors, the shareholder group is required to cause such a director to tender his or her resignation, which must be effective immediately prior to our Company’s next annual meeting of shareholders or earlier in the director’s discretion.

In determining whether to request such a resignation, our independent directors will, as required by our policy for independent director consideration of board resignations, consider the applicable criteria in our Corporate Governance Guidelines, the charter of the Governance Committee, NYSE requirements, good corporate governance practices generally, the availability of additional qualified candidates that may be considered independent, and other information as they may deem relevant.

Director Independence

Our Board affirmatively determines the independence of directors and director nominees in accordance with the requirements of the NYSE listing rules and our Corporate Governance Guidelines. For 2016, our Board has affirmatively determined that Ms. Lo, Dr. Leonard and each of Messrs. Connaughton, Coslet, Evanisko, Greenberg and Schaeffer all meet the definition of “independent director” for purposes of the NYSE rules. In making this determination, our Board determined that none of these directors has a relationship with our Company that a reasonable person might conclude could potentially influence the director’s objectivity in the boardroom in a manner that would have a meaningful impact on the director’s ability to satisfy the requisite fiduciary standards on behalf of shareholders. In addition, in considering the independence of Messrs. Connaughton and Coslet, our Board specifically considered their and our relationships with Bain and TPG, respectively, and concluded that those relationships did not prevent these directors from being independent. As currently constituted, we believe that our Audit Committee, our Compensation Committee and our Governance Committee are comprised entirely of independent directors, including the enhanced independence requirements of Rule 10A-3 of the Exchange Act.

Executive Sessions

Our Corporate Governance Guidelines provide that non-management directors shall meet at regularly scheduled executive sessions, which will typically occur at regularly scheduled Board meetings, without any member of management present and must so meet at least annually. Our non-management directors fulfilled this requirement in 2015. In addition, at least annually the independent directors will meet in a separate executive session. Our independent directors met in separate executive sessions in connection with each of our Board meetings in 2015. Our Corporate Governance Guidelines authorize the non-management and independent directors to designate a director to preside at their respective executive sessions. Pursuant to this authority, at each executive session, our non-management and independent directors, as applicable, select from among themselves a “presiding director” for that session depending upon the nature of the subject matter to be considered. Our Corporate Governance Guidelines also provide that the independent and/or non-management directors shall be entitled, acting as a group by vote of a majority of such independent and/or non-management directors, to retain legal counsel, accountants, or other experts, at our Company’s expense, to advise the independent and/or non-management directors concerning issues arising in the exercise of their functions and powers.

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Board Committees

As described above, our Board has three standing Board committees: (i) our Audit Committee; (ii) our Compensation Committee; and (iii) our Governance Committee. The charters for each of these committees are posted on our website at www.quintiles.com/investors. The composition of these committees is determined by our Board, and, beginning in November 2015, each of these committees is composed solely of independent directors.

The following table provides a summary of the committee assignments for each of our directors as of the date of this proxy statement:

Audit Committee

We have a separately designated standing audit committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Our Board has determined that Mr. Greenberg and Ms. Lo each qualify as an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K.

Our Audit Committee oversees our corporate accounting and financial reporting processes and the audits of our financial statements. Our Audit Committee also provides oversight with respect to:

Other responsibilities of our Audit Committee include, among other things:

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Our Audit Committee consists of Messrs. Greenberg (Chair), Evanisko and Schaeffer, Ms. Lo, and Dr. Leonard, each of whom our Board has determined meets the definition of “independent director” for purposes of the NYSE rules, including the independence requirements of Rule 10A-3 of the Exchange Act. Our Audit Committee met eight times during 2015.

Compensation and Talent Development Committee

Our Compensation Committee oversees our corporate compensation and benefit programs. The responsibilities of our Compensation Committee include, among other things:

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Our Compensation Committee may delegate to a subcommittee of its members (including alternates) any of its functions, duties and authorities, on such terms and conditions and with such limitations (if any) as the Compensation Committee deems appropriate. Our Compensation Committee may delegate to one or more officers designated by the Compensation Committee the authority to make grants to eligible individuals other than our executive officers or directors, provided that the Compensation Committee must have fixed the exercise price of each such grant (or a formula for determining such exercise price) and the vesting schedule, approved the form of documentation evidencing each such grant, and determined the appropriate number of shares or the basis for determining such number of shares by position, compensation level or category of personnel. Any officers to whom such authority is delegated are required to regularly report to the Compensation Committee the grants so made. Any such delegation may be revoked at any time by the Compensation Committee.

Our Compensation Committee solicits the recommendations of our Chief Executive Officer with respect to the compensation of our executive officers other than himself and factors these recommendations into the determination of compensation, as described in “Compensation Discussion and Analysis.” In addition, the Compensation Committee has engaged Semler Brossy Consulting Group LLC, or Semler Brossy, to provide advice to it regarding the compensation of our executive officers. Semler Brossy focuses on executive compensation and does not provide services other than those related to executive compensation and benefits.

As more fully described in “Compensation Discussion and Analysis,” our Compensation Committee looks to Semler Brossy to periodically review and advise the Compensation Committee regarding the adequacy and appropriateness of our executive compensation plans, programs and practices and, from time to time, to answer specific questions raised by the Compensation Committee or management. A representative from Semler Brossy attends all regularly scheduled meetings of the Compensation Committee in person or by phone and supports the Compensation Committee by providing independent expertise and advice. Semler Brossy may, on occasion, obtain information and input from management to ensure that its recommendations are consistent with our strategy and culture. Our Compensation Committee, after taking into consideration all factors relevant to such independence, has concluded that Semler Brossy is independent and determined that no conflicts of interest exist between Semler Brossy and Quintiles. To ensure Semler Brossy’s independence, Semler Brossy reports directly to our Compensation Committee and works specifically for the Compensation Committee solely on compensation and benefits.

The current members of our Compensation Committee are Messrs. Evanisko (Chair), Greenberg and Schaeffer. Our Compensation Committee met seven times during 2015.

Governance, Quality and Nominating Committee

Our Governance Committee assists our Board in:

The current members of our Governance Committee are Messrs. Schaeffer (Chair), Evanisko and Greenberg and Dr.  Leonard. Our Governance Committee met four times during 2015.

Criteria for Director Nomination

Our Governance Committee makes recommendations to our Board regarding persons to be nominated to serve as our directors. When determining whether to nominate a current director to stand for re-election as a director, our Governance Committee reviews and considers the performance of such director during the prior

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year using performance criteria established by our Board. Our Governance Committee also considers the requirements of the Shareholders Agreement as it applies to the composition requirements of our Board and its committees.

The Governance Committee has the authority to retain, at the expense of our Company and without prior permission of our Board or management, its own outside advisors. The Governance Committee may, from time to time, retain third-party search firms to assist it in identifying potential director nominees who meet the criteria and priorities established from time to time and facilitate the screening and nomination process for such nominees. During 2014 and 2015, the Governance Committee engaged Egon Zehnder International, Inc. to assist it in identifying and soliciting potential candidates to join our Board during 2015.

In recruiting and evaluating new director candidates and prior to nominating a person to serve as a director, our Governance Committee assesses a candidate’s character, wisdom, judgment, ability to make independent analytical inquiries, business experiences and other background, understanding of our industry and business environment, time commitment, acumen and independence, as well as our Board’s skill needs. We endeavor to have a Board representing diverse backgrounds and experience at policy-making levels in business, education or areas that are relevant to our business. Board members are expected to become and remain informed about our Company, its business and its industry and rigorously prepare for, attend and participate in all Board and applicable committee meetings. In addition, individual directors and any person nominated to serve as a director should demonstrate high ethical standards and integrity in their personal and professional dealings and be willing to act on and remain accountable for their boardroom decisions.

As outlined in our Governance Committee’s charter, specific factors the committee may consider in identifying candidates for membership on our Board include (i) ensuring that our Board, as a whole, is diverse and consists of individuals with relevant technical skills, industry knowledge and experience, financial expertise, and local or community ties, (ii) minimum individual qualifications, including strength of character, mature judgment, relevant career experience, independence of thought and an ability to work collegially, (iii) questions of independence, possible conflicts of interest and whether a candidate has special interests or a specific agenda that would impair his or her ability to effectively represent the interests of all shareholders, (iv) the extent to which the candidate would fill a present need on our Board, (v) whether the candidate can make sufficient time available to perform the duties of a director, and (vi) the requirements of any shareholders agreement in existence and as may be amended that governs the composition requirements of our Board and its committees.

Consistent with applicable law, the Shareholders Agreement, our bylaws and the criteria set forth in the Corporate Governance Guidelines, our Governance Committee will consider any candidates proposed by any senior executive officer, director or shareholder. Pursuant to our Corporate Governance Guidelines, our Governance Committee will consider candidates recommended by our shareholders on a substantially similar basis as the committee considers other candidates. Shareholders who wish to make nominations for directors for our 2017 annual meeting of shareholders must follow the requirements contained in our bylaws, which are summarized below under “Shareholder Proposals and Nominations.”

Shareholder Proposals and Nominations

We must receive proposals submitted by shareholders pursuant to Rule 14a-8 of the Exchange Act for inclusion in the proxy statement for the 2017 annual meeting of shareholders no later than the close of business on November 21, 2016. Please address your proposals to James H. Erlinger III, Executive Vice President, General Counsel and Secretary, Quintiles Transnational Holdings Inc., 4820 Emperor Blvd., Durham, North Carolina 27703. Proposals must comply with all applicable SEC regulations.

Under our bylaws, if you wish to nominate directors for election, or present other business at the Annual Meeting, you must give proper written notice of any such nomination or business to our Corporate Secretary, not after February 3, 2017, and not before January 5, 2017. If the 2017 annual meeting of shareholders is advanced by more than 30 days or delayed by more than 60 days from May 5, 2017, the anniversary date of the Annual

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Meeting, you must send notice not earlier than the 120th day prior to the 2017 annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the date on which public announcement of the date of the meeting is first made. Your notice must include certain information specified in our bylaws concerning the nomination or the business. A copy of our bylaws may be obtained from our Corporate Secretary at the address noted above.

Board Leadership Structure

In accordance with the Shareholders Agreement, on December 31, 2015, Dr. Gillings retired as our executive chairman and transitioned to a director role. On January 1, 2016, Mr. Greenberg, an independent director, became our Chairman. Our Board appointed Mr. Greenberg to serve as our Chairman because, as discussed above, Mr. Greenberg has extensive leadership and public company board experience. In April 2012, at the time of appointing Mr. Pike as Chief Executive Officer, our Board determined that it was beneficial to continue to separate the role of Chairman and the role of Chief Executive Officer to allow our Chief Executive Officer to focus on leading our Company’s business and operations and formulating our strategy while our Chairman focuses on leading our Board’s oversight of our strategy and performance. To support this leadership structure, as discussed above under “Executive Sessions,” our non-management and independent directors hold regular executive sessions without the presence of management and, in the case of our independent directors, the other members of our Board, which provides additional oversight of our Company and its management. Our Board believes that these layers of Board leadership have provided robust oversight over our Company and its management, including with respect to strategy, operations and risk mitigation.

Although our Board currently believes that it is appropriate to separate the roles of Chairman of the Board and Chief Executive Officer, our Board believes that there is no single best blueprint for structuring board leadership and that, as circumstances change, the optimal leadership structure may change. Accordingly, our Board has affirmatively determined not to adopt a policy on whether the roles of Chairman and Chief Executive Officer should be separated or combined and will continue to examine our corporate governance policies and leadership structures on an ongoing basis to ensure that they continue to meet our Company’s needs.

Board’s Role in Risk Oversight

Our Board actively oversees our enterprise risk management program to ensure that we maintain effective risk management. Our Board’s role in risk oversight is consistent with our overall leadership structure—management is responsible for assessing and managing our risk exposures, and our Board maintains an oversight role, executed through open communication with management and independent oversight of strategic risks. Our Board considers specific risk topics, including risks associated with our strategic plan, our capital structure and our business activities. Risks are identified by management and reviewed with the appropriate Board committee or the full Board for oversight.

While our Board has the ultimate oversight responsibility for the risk management process, our Board’s committees assist it in fulfilling its oversight responsibilities in certain areas of risk. In particular, our Audit Committee focuses on risks associated with our financial statements, internal accounting and financial controls, internal and external audits, cybersecurity, and compliance with legal and regulatory matters in connection therewith, including our guidelines and policies with respect to risk assessment and risk management and our major financial risk exposures. Our Compensation Committee focuses on risks associated with our compensation policies and practices, including those for our executive officers. Our Governance Committee focuses on risks associated with our corporate governance policies and practices and our compliance and ethics program.

Each of these committees reports to our Board with respect to the risk categories it oversees. These ongoing discussions enable our Board to monitor our risk exposure and evaluate our risk mitigation efforts. In addition, our risk management function conducts regular interviews and surveys of key employees relating to enterprise risk management and reports the results and analysis of such interviews and surveys to our Board.

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Board Meetings and Committees; Policy Regarding Director Attendance at Annual Meetings of Shareholders

During 2015, our Board held 12 meetings. All directors attended at least 75% of the meetings of our Board, except for Mr. Coslet, who attended six of the 12 Board meetings. In addition, all directors attended at least 75% of the meetings of committees of our Board on which the director served that were held during the period for which he served as a director, except for Mr. Coslet, who attended three of the six meetings of the Compensation Committee that occurred during the time he served on the Compensation Committee in 2015. It is our policy that directors are strongly encouraged to attend our annual meetings of shareholders. Accordingly, we expect most, if not all, of our directors to be in attendance at the Annual Meeting. All of our then-serving directors attended our 2015 annual meeting of shareholders.

Communications with Our Board

Anyone who would like to communicate with, or otherwise make his or her concerns known directly to, our Board, any committee of our Board, a particular director, or the non-management directors or independent directors as a group may send a letter (signed or anonymous) to: c/o Board of Directors, Quintiles Transnational Holdings Inc., 4820 Emperor Blvd., Durham, North Carolina 27703, Attention: Corporate Secretary. Our Corporate Secretary will forward all such communications to the applicable Board member(s) at least quarterly, except for advertisements or solicitations, which will be discarded. Before any communications will be forwarded, they will be reviewed by the legal department and addressed through our regular procedures for addressing such matters. If the volume of communications becomes such that our Board adopts a process for determining which communications will be relayed to Board members, that process will appear on our website at www.quintiles.com/investors.

Any person, whether or not an employee, who has a concern about our Company’s conduct, or the conduct of any of our people, including with respect to accounting, internal accounting controls or auditing matters, may, in a confidential or anonymous manner, communicate that concern by writing to: Quintiles Transnational Holdings Inc., 4820 Emperor Blvd., Durham, North Carolina 27703, attention: Chief Compliance Officer, submitting an inquiry to business.ethics@quintiles.com or by calling the toll-free number for the country identified on: www.quintilesethics.com (1-866-267-4479 for the United States). Our Ethics and Compliance Office will report these submissions to our Governance Committee and, as deemed appropriate, our Audit Committee at or prior to the next regularly scheduled meeting of such committee or committees. Our Ethics and Compliance Office will retain copies of all communications received pursuant to these procedures for a period of at least one year.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines that we believe reflect our Board’s commitment to a system of governance that enhances corporate responsibility and accountability. Our Corporate Governance Guidelines contain provisions addressing the following matters, among others:

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Our Corporate Governance Guidelines are available on our website at www.quintiles.com/investors. We intend to provide any future amendments to our Corporate Governance Guidelines on our website at www.quintiles.com/investors.

Code of Ethics

We have adopted a code of conduct that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions. A copy of this code of conduct is posted on our website at www.quintiles.com/investors. In the event the code of conduct is revised, or any waiver is granted under the code of conduct with respect to our principal executive officer, principal financial officer, principal accounting officer, controller, or persons performing similar functions, notice of such revision or waiver will be posted on our website or disclosed on a current report on Form 8-K as required.

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EXECUTIVE AND DIRECTOR COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis provides an overview of our executive compensation policies and practices and describes the details of our 2015 compensation packages for our named executive officers (“NEOs”). For 2015, the following individuals were our NEOs:

Dr. Gillings retired from our Company on December 31, 2015 and served as an executive officer for all of 2015. Mr. McDonnell joined our Company on December 16, 2015 and served as an executive officer for only a portion of 2015.

Executive Summary

Our compensation strategy has consistently focused on providing total compensation packages that are designed to attract and retain high caliber executives by incentivizing them to achieve company and individual performance goals while closely aligning these goals with our shareholder interests. We emphasize pay for performance and long-term value creation for our shareholders.

Financial Performance

2015 was another year of strong financial performance. In 2015, our service revenues were $4.3 billion, our income from operations was $646.6 million, our net income attributable to our Company was $387.2 million, and our diluted earnings per share was $3.08 for the year ended December 31, 2015.

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In addition, we had 2015 net new business of $5.3 billion, representing a book-to-bill ratio of 1.23. We ended the year with $12.0 billion in backlog.

Reconciliations of the non-GAAP measures adjusted income from operations and diluted adjusted earnings per share to the corresponding generally accepted accounting principles in the United States, or GAAP, measures are attached to this proxy statement as Appendix A.

2015 Compensation Decisions

Our executive compensation program is comprised of three key components of total direct compensation:

We believe our practice of tying compensation to achievement of both annual and long-term financial goals drives strong performance and results in increased shareholder value. Our continued emphasis on variable pay through the use of short-term and long-term incentives is directly aligned with our pay for performance culture. In light of our strong financial performance in 2015, and in consideration of the key elements of compensation as described above, our Compensation Committee made the following compensation decisions in 2015:

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Compensation Philosophy

Our compensation philosophy centers upon a few key objectives:

Our overall compensation mix is directly aligned with our compensation philosophy. Our NEOs’ total compensation packages are comprised of a significant amount of at-risk pay to align NEOs’ incentives with the achievement of our objectives.

At-risk compensation includes each executive’s short-term cash incentive target and annual equity award. The annual equity award value in 2015 for Mr. Pike included the annualized value of his initial equity grant that vests over five years. The NEOs’ average compensation is comprised of Mr. Gordon’s and Mr. Erlinger’s compensation packages for 2015.

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As noted above, risk management is an important component of our compensation philosophy. We believe that sound governance is a critical element of a successful compensation program to safeguard the interests of our employees as well as our shareholders.

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Roles in Compensation Decisions

Our Compensation Committee oversees our executive compensation program. Our Compensation Committee, with input from management and the advice of outside consultants, makes decisions that are targeted towards implementing compensation arrangements that reward the achievement of annual, long-term and strategic goals.

Factors Considered in Making Pay Decisions

Decision Making Approach

Our executive compensation program is built on decisions made regarding total compensation packages, which we intend to be appropriately competitive, and decisions on each individual pay component within that package. Consistent with our compensation philosophy, our Compensation Committee believes that a significant portion of each executive officer’s compensation should be at risk based on continued service and our Company’s and the individual’s performance.

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When making a pay decision for our executive officers, our Compensation Committee considers three primary factors:

Competitive Market Data

Our Compensation Committee does not make any compensation decisions solely based on benchmarks, compensatory formulas or market comparisons. Rather, our Compensation Committee’s process for determining executive compensation balances the three principal factors listed above and includes as one consideration the highly competitive market for executives in the biopharmaceutical and services industries, including an evaluation of companies with similar growth and revenue characteristics within our business segment.

Our business combines, and our peer group derives from, two principal industries: life sciences and services.

For 2015, our peer group consisted of the following companies, listed by order of service revenues from largest to smallest. Italicized text indicates companies that are new to our peer group for 2015.

The screening process to establish our 2015 peer group included identification of relevant industries, then selection of companies with a similar size and scope to ours. Additionally, significant consideration was given to the high volume of merger and acquisition activity that took place within our industry in 2015. We used service revenues to evaluate the size component, seeking companies with revenues between 0.5 and 2.5 times our own. To identify companies with a similar scope, we evaluated qualitative factors such as business models, workforce dynamics and competition for talent.

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Based on this screening process, and eliminating companies acquired in 2015, the following companies were removed from our 2014 reported peer group: Allergan, Actavis, AECOM, Omnicare, Hospira, Forest Labs, Covance, Towers Watson and Valeant.

In addition to our peer group compensation information, our management reviewed published market survey data with the assistance of Ernst & Young to aid in making compensation recommendations to our Compensation Committee. The surveys that were referenced in our review were furnished by Equilar, Mercer and Towers Watson. We have posted the list of the component companies of these surveys on our website at www.quintiles.com/investors. The scope criteria were primarily focused on life sciences, professional services and pharmaceuticals/biotechnology firms with a revenue scope that is similar to our Company. We find published survey data to be a helpful reference point to provide and validate broader industry compensation insights on privately held and publicly traded companies similar to ours in industry focus, size and business complexity.

The comparative compensation information is just one of several analytic tools that are used in setting executive compensation. Our Compensation Committee exercises its discretion in determining the nature and extent of market data it reviews to test the reasonableness of our overall executive compensation program.

Shareholder Engagement and Results of 2015 Say-on-Pay Vote

During 2015, we expanded our shareholder engagement program, as we believe shareholder engagement is essential to maintaining our good governance profile. We are looking to build a collaborative and mutually beneficial approach to discussing issues of importance to shareholders that affect our business. In the past 12 months, we have engaged with institutional investors representing approximately 57% of our outstanding shares.

At our 2015 annual meeting of shareholders, 98.5% of our shareholders who voted on the “Say-on-Pay” proposal approved the compensation of our NEOs, an improvement from 80% in 2014. Our Compensation Committee believes that this vote endorses our Company’s compensation philosophy and programs and is reflective of the continued focus on evolving our compensation strategy. Our Compensation Committee will continue to monitor shareholder feedback each year as it reviews and establishes future executive compensation plans and determines awards for our executive officers.

Our 2015 Compensation Program

As part of an overall evaluation of our compensation program during 2015 and early 2016, our Compensation Committee has taken several actions to enhance our executive compensation program, including increasing the weighting of performance units for our annual equity grants in 2016, adjusting the emphasis on financial results, and adopting the change in control severance plan that has double trigger vesting of equity. We believe these changes improve alignment with performance and market practices

In making determinations with respect to compensation for our executive officers for 2015, and allocation of that compensation among the core components of our executive compensation program, we sought to provide competitive levels of fixed compensation (base pay). In addition, through annual and long-term incentives, total direct compensation increased if performance objectives were exceeded and was reduced appropriately if performance objectives were not met.

The differences in total direct compensation levels among our NEOs are primarily due to our Compensation Committee’s assessment of each position’s internal value and the general differences in the range of compensation for similar positions in our peer group and published market survey data.

The following sections describe the decisions our Compensation Committee made with respect to our NEOs for each component of 2015 executive compensation.

Base Salary

Our Compensation Committee attempts to maintain base salaries at competitive levels while also reserving a substantial portion of compensation for the other components of compensation that are more directly linked to

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our Company performance and individual performance. Generally, base salaries of the NEOs are reviewed annually. In making decisions regarding base salary, one factor considered by our Compensation Committee is the use of relevant market data comparisons (market survey information for Mr. Erlinger, peer group for other NEOs). In keeping with this approach, Mr. Gordon received a second base salary increase in October 2015 in conjunction with his promotion to Chief Operating Officer. His final base salary in 2015 was $675,000. Only Mr. Gordon was provided a base salary increase in 2015.

Short-Term Incentives

In 2015 our Compensation Committee approved a change to how our Management Incentive Plan (MIP) incentivizes and rewards our key senior executives for superior Company and individual performance. Historically, the MIP has been funded with a pool approach, and final payouts were allocated based on a combination of pool funding and individual performance.

Our MIP is now designed to better align with our pay for performance philosophy, bringing together the appropriate balance of rewards based on Company financial performance and successful completion of individual performance objectives.

Dr. Gillings and Mr. Pike:

For 2015, our Compensation Committee determined that 100% of Dr. Gillings’ and Mr. Pike’s MIP payouts would be determined based on Company financial performance. We believe that directly aligning the incentive awards of our top executives to the financial results of our Company creates a strong connection between executive compensation and shareholder results.

Other Named Executive Officers:

The payout formula under the program is as follows for executive officers other than the Executive Chairman and Chief Executive Officer:

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Our Compensation Committee and management thoroughly discussed the financial goals established under the plan and the corresponding level of incentive payout associated with attainment of the goals. The combination of revenue and operating surplus in the MIP ensures that we measure performance against more than just one metric, and the degree of difficulty in achieving each of the plan objectives was considered when determining the threshold, target and maximum levels of payout under the plan.

Total payout is determined using the formulaic approach described above combined with the award targets that were approved by our Compensation Committee in February 2015. Award targets are generally established as a percentage of base salary and are summarized in the table below:

Summary of MIP Payouts for 2015

After determining our Company’s financial results and assessing the individual performance of the eligible NEOs, our Compensation Committee determined the final payouts for 2015:

Payouts for Mr. Gordon and Mr. Erlinger were rounded to the nearest thousand. Mr. McDonnell was not eligible to participate in the MIP in 2015 based on his date of hire, but he did receive a $1,000,000 signing bonus that is payable 50% within 30 days of his start date and 50% on or before March 15, 2016 if he is still employed at that time.

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Highlights of the individual performance results versus objectives for Mr. Gordon and Mr. Erlinger are described below.

Determination of 2015 Company Financial Results

The performance target for Net Revenue was $4,168.0 million and our Company achieved $4,121.4 million Net Revenue in 2015, which represents 98.9% attainment of the target. The performance target for Operating Surplus was $884.2 million and our Company achieved $863.7 million Operating Surplus in 2015, which represents 97.7% attainment. For these purposes, (i) Net Revenue represents service revenues as reported in our 2015 consolidated statement of income less the impact of revenue from acquisitions and net of foreign currency fluctuations, and (ii) Operating Surplus represents income from operations as reported in our 2015 consolidated statement of income, excluding restructuring costs, share-based compensation, cash bonus expenses and income associated with acquisitions. After reviewing our Company performance for 2015, our Compensation Committee noted the unusual efforts and success related to the creation of the Q² Solutions joint venture and the successful re-financing of our Company’s debt, all against the backdrop of adjusted net income growth of 18.5%, adjusted earnings per share growth of 23.3% and 10.2% increase in cash flow from operations. These initiatives and outcomes provided significant benefits to our Company and its shareholders during 2015. Accordingly, our Compensation Committee determined that it was appropriate to exercise the discretion granted to it under the MIP in applying the definition of Operating Surplus to exclude one-time transaction expenses and refinancing expenses totaling $14.6 million incurred in connection with the Q² Solutions joint venture and debt refinancing to properly recognize our executives’ efforts. Consequently, our Company achieved $878.3 million in final Operating Surplus, which represents 99.7% (rather than 97.7%) attainment of the target. The Company’s 2015 performance equals a 99.3% weighted average of Net Revenue and Operating Surplus targets, which results in a payout of 98% of the portion of the bonus target that is attributed to the financial results.

The Company and our Compensation Committee reserve the right to exercise discretion to lower an executive’s bonus should an executive be found not to be in compliance with our compliance policies and

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procedures. In addition to the accomplishments noted above, all of our senior executives have been confirmed as being in adherence with our expected compliance policies and procedures.

Long-Term Incentives

We believe superior returns for our shareholders are achieved through a culture that focuses on long-term performance by our executive officers and other senior management. By providing our senior management long-term incentives and placing a significant equity opportunity in their hands, we believe we are better able to align the interests of our executive officers and our shareholders.

In determining award values, our Company considers a variety of factors, including but not limited to company and individual performance, contributions of the executive to the long-term strategy and objectives of our Company, and also takes into consideration competitive data from our peer group and relevant market surveys from Equilar, Mercer and Towers Watson.

In 2015, our Compensation Committee awarded Messrs. Pike, Gordon and Erlinger with long-term incentive awards under the terms of the 2013 Stock Incentive Plan. The awards were delivered via a combination of non-qualified stock options and performance units:

The grants to Mr. Pike in 2015 were the first equity grants since his initial award at hire in 2012. The non-qualified stock options granted to Mr. Pike will vest on March 4, 2019. The non-qualified stock options granted to Mr. Gordon and Mr. Erlinger will vest in equal installments of 25% of the award over four years.

Our performance unit grants are based on performance against Total Adjusted Earnings Per Share targets for the three-year performance period beginning on January 1, 2015 and ending on December 31, 2017. Total Adjusted Earnings Per Share is defined in the award agreements as diluted adjusted earnings per share as reported by our Company in our earnings releases, excluding, to the extent applicable, (i) restructuring costs, (ii) loss on extinguishment of debt, (iii) changes to the estimated value of contingent consideration and (iv) any extraordinary nonrecurring items. For information regarding the calculation of diluted adjusted earnings per share, please see Appendix A to this proxy statement.

Our Compensation Committee approved the goals for the performance period by considering a combination of our 2015 budget, expectations from analysts and the long-term strategic plan for our business. The objective was to ensure the targets under the plan were reasonable and would be sufficiently challenging to align payouts under the plan with actual performance.

For 2016 awards, we are further evolving our emphasis on performance by changing the mix of awards for our NEOs as summarized in the table below.

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As Dr. Gillings indicated in February 2015 that he would retire as Executive Chairman on December 31, 2015, our Compensation Committee did not provide Dr. Gillings an equity grant in 2015. Mr. McDonnell was not eligible to receive an equity grant in 2015 based on his date of hire, but received a grant of 36,374 restricted stock units (with a grant date fair value of $2,499,985), which will vest in equal 25% installments over four years subject to certain terms of acceleration in the event of Mr. McDonnell’s termination as more fully described below.

Benefits and Perquisites

Executive Benefits

Our employees generally, including our NEOs, are eligible for certain benefits, such as group health and disability insurance, employer contributions to our 401(k) plan and basic life insurance premiums. These benefits are intended to provide competitive and appropriate protection in case of sickness, disability or death. The 401(k) plan provides our employees the opportunity to save for retirement on a tax-deferred basis. NEOs may elect to participate in the 401(k) plan on the same basis as all other employees. We may provide a discretionary matching contribution to eligible 401(k) plan participants in an amount determined annually prior to the beginning of a plan year. For 2015, as in prior recent years, our discretionary matching contribution matched the first 3% of employee contributions at 100% and the next 3% of contributions at 50%. Our discretionary matching contributions under the 401(k) plan vest 50% after one year of service and 100% after two years of service. In 2015, the Compensation Committee approved a new Executive benefit program as an available benefit offering for the CEO and his direct reports. We have elected to partner with Duke Executive Health to offer voluntary participation in an Executive Physical. We feel this is an important benefit to provide to ensure that our top executives can receive the health assessments needed in the most efficient and comprehensive manner possible, and that offering this benefit is well aligned with our overall company philosophy as a leading provider in the health and well being space. None of our NEOs elected to use this benefit in 2015.

Our Compensation Committee believes that perquisites should not constitute a significant part of our executive compensation program. From time to time, we may provide limited perquisites to our executive officers on an individual basis as appropriate under the circumstances. For example, in connection with new hires, we have from time to time covered legal fees and relocation expenses for our executives. In addition, we have covered the installation or enhancement of home security systems for several of our senior executives (including certain of our NEOs). To offset unintended increased taxable income effects and to provide these perquisites and benefits on a “tax-neutral” basis, we also provided tax gross-ups with respect to the security systems provided to our NEOs. Friends and family members of certain of our NEOs have, in limited circumstances, accompanied such executives on business travel on the airplane owned and operated by GF Management Company, LLC, or GFM, a company controlled by Dr. Gillings. We paid a flat hourly rate for the use of the airplane, so any such travel was at no additional incremental cost to us. See “Certain Relationships and Related Person Transactions—Other Transactions.”

Supplemental Elements of the Compensation Program

Equity Grant Policy

In February 2015, our Compensation Committee approved an updated Equity Grant Policy that outlines the delegation of authority set forth to appropriate parties to approve grants, as well as our approach to determining grant date and grant price. Our Compensation Committee has the authority to make equity awards to officers and employees of our Company or to delegate the authority to make equity awards to one or more officers designated by our Compensation Committee to eligible individuals other than members of our Board or executive officers. Any grants made by an officer or officers pursuant to the delegation of authority by our Compensation Committee shall be regularly reported to our Compensation Committee. In the case of equity grants that are subject to approval by our Compensation Committee, each equity award will be granted with an effective date as of the date of the approval by our Compensation Committee. In the case of equity grants approved by any officer or officers of our Company pursuant to the delegation of authority described above, each equity award will be granted with an effective date of the first trading day of the month following the date of approval. If the effective

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date determined under the preceding phrases would fall during our Company’s specified “Blackout Period” as defined by the Office of the General Counsel, then such award will be granted with an effective grant date as of the first permitted trading date following such Blackout Period.

Recoupment Policy

Effective January 1, 2015, we have implemented a formal recoupment, or “clawback,” policy for the recovery of incentive-based compensation paid to current and former executive officers on the basis of financial results that are subsequently restated as a result of misconduct or material noncompliance with financial reporting requirements under GAAP and SEC rules. Our Board has the sole discretion to invoke the policy and direct our Company to recover incentive-based compensation received by such persons on the basis of the restatement.

Share Ownership Guidelines

Our Board believes that management’s ownership of our equity demonstrates a commitment to the long-term profitability of our Company, benefiting shareholders and employees alike. Employees covered by our Share Ownership Guidelines, or the Guidelines, are expected to acquire and maintain a minimum level of ownership in our equity. In order to align management’s long-term interests with our Company’s long-term interests, our Board adopted the Guidelines as outlined below.

Directors and employees who joined our Company after January 1, 2010, must achieve the minimum level of ownership within five years of becoming subject to the Guidelines. In calculating the required holding amounts, we include: 100% of shares owned outright, 100% of vested and non-vested restricted stock, restricted stock units, phantom stock and similar instruments, and 50% of shares underlying vested and non-vested stock options, stock appreciation rights and other similar instruments and any of the above equity held by immediate family members.

As of December 31, 2015, all of our NEOs and our independent directors were in compliance with the Guidelines.

Payments upon Termination Events

As noted above, we have entered into employment arrangements with all of our NEOs, which provide, among other things, for various benefits upon a termination of their employment under various scenarios. These agreements generally provide for severance benefits of varying periods that are triggered in the event we terminate an executive “without cause” or the executive terminates for “good reason” or due to our material breach, with provisions that define the nature of employment, compensation and benefits while employed, compensation and benefits upon termination, and restrictive covenants relating to trade secrets, confidential information, company property and competitive business activities. These provisions, which (with the exception of certain terms of our employment arrangements with Dr. Gillings and Mr. Pike) generally mirror each other, are designed to promote stability and continuity of senior management. We believe that reasonable severance benefits are appropriate in order to be competitive in our executive retention efforts. We believe protections afforded by post-termination severance payments allow management to focus their attention and energy on making objective business decisions that are in our best interest without allowing personal considerations to cloud the decision-making process.

In connection with Dr. Gillings’ transition out of his role as an executive, we are obligated to pay Dr. Gillings non-compete payments for so as long as we decide to enforce the non-compete provisions of his

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employment agreement. See “—Employment Agreement with Dr. Gillings” below for a more detailed discussion of amounts owed to Dr. Gillings following a separation.

None of our unvested options or unvested restricted stock units held by our NEOs automatically accelerate upon a change in control, with the exception of Mr. Pike. Mr. Pike holds 482,500 unvested options, which represent 100% of his options whose vesting would be accelerated upon a change in control. With regard to our other unvested awards, our Compensation Committee has the discretion to determine whether awards will vest in the event of a Sale of the Company (as defined in the 2013 Stock Incentive Plan). See “Payments Made Upon Death or Permanent Disability” and “Potential Payments Made Upon Termination” below for a more detailed discussion of these agreements.

In November 2015, our Compensation Committee adopted and approved a Change in Control Severance Plan (the “CIC Plan”). The CIC Plan provides certain benefits if a participant experiences a separation from service as a result of a termination of employment without Cause or resignation for good reason, in either case within (i) 24 months immediately following a Sale of the Company or (ii) the three-month period before a Sale of the Company. See “Change in Control Severance Plan” below for a more detailed discussion.

Executive Compensation Deferral Program

In addition to our standard 401(k) retirement savings plan available to all United States employees, we have established an elective non-qualified deferred compensation plan for certain of our United States-based senior employees, including our NEOs. The plan generally allows eligible employees to defer up to 90% of their base salaries as of the first day of the calendar year or partial year and up to 100% of any cash bonus payable to the participant with respect to that year. Contributions consist solely of participants’ elective deferral contributions with no matching or other employer contributions. The terms of the plan are intended to comply with Section 409A of the Internal Revenue Code.

Tax and Accounting Implications

Our executive compensation arrangements are designed to take account of and to avoid excise taxes under Section 409A of the Code, and include provisions addressing requirements that apply only after the IPO. Prior to the IPO, we were not subject to the Section 162(m) limitation on deductions for certain executive compensation. We now claim the benefit of a special exemption rule for newly public companies that applies to compensation paid (or compensation in respect of equity awards such as stock options or restricted stock granted) during a transition period that extends until our annual meeting of shareholders scheduled to be held in 2017, unless the transition period is terminated earlier under the Section 162(m) post-offering transition rules. At such time as we are subject to the deduction limitations, we expect that our Compensation Committee will take the deductibility limitations of Section 162(m) into account in its compensation decisions; however, our Compensation Committee may, in its judgment, authorize compensation payments that are not exempt under Section 162(m) when it believes that such payments are appropriate. Further, we cannot guarantee that awards or other forms of compensation will satisfy 162(m) requirements.

Compensation Policies and Practices as They Relate to Risk Management

We have reviewed our compensation policies and practices for all employees and concluded that any risks arising from our policies and programs are not reasonably likely to have a material adverse effect on our Company.

Compensation and Talent Development Committee Report

The Compensation Committee has reviewed and discussed with management the foregoing Compensation Discussion and Analysis. Based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement for the annual meeting of shareholders in 2016.

THE COMPENSATION AND TALENT

DEVELOPMENT COMMITTEE

Michael J. Evanisko (Chairman)

Jack M. Greenberg

Leonard D. Schaeffer

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2015 Summary Compensation Table

The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our NEOs for services rendered in all capacities for the years ended December 31, 2015, 2014, and 2013.

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2015 All Other Compensation

The following table details the components of the amounts reflected in the “All Other Compensation” column of the Summary Compensation Table for each of our NEOs for the year ended December 31, 2015.

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2015 Grants of Plan-Based Awards

The following table provides information with respect to awards made to our NEOs during 2015 pursuant to the MIP and the 2013 Stock Incentive Plan.

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Narrative Disclosure Relating to Summary Compensation Table and Grants of Plan-Based Awards Table

Employment Agreements

We have entered into employment arrangements with each of our NEOs which contain provisions that define the nature of employment, compensation and benefits while employed, compensation and benefits upon termination, and restrictive covenants relating to trade secrets, confidential information, company property and competitive business activities.

Employment Agreement with Dr. Gillings

In connection with our privatization in September 2003, Dr. Gillings entered into an employment agreement with us and our parent company at the time, Pharma Services Holding, Inc., or Pharma Services, replacing his prior employment agreement. Quintiles Transnational assumed all rights and obligations of Pharma Services pursuant to this agreement in March 2006. Amendments to Dr. Gillings’ employment agreement were made and entered into on February 1, 2008, December 12, 2008, December 31, 2008, December 14, 2009 and April 18, 2013. These amendments were primarily tied to the successful completion of significant corporate events. The 2009 amendment was implemented in connection with our holding company reorganization in 2009 to clarify that the provisions would continue, unchanged, with respect to shares of Quintiles common stock (as opposed to shares of Quintiles Transnational stock). In connection with our IPO, we amended the terms of Dr. Gillings’ agreement to reduce certain compensation and benefits provided to him and to provide for other modifications necessary to comply with certain provisions of Section 409A of the Code.

Dr. Gillings’ employment terminated on December 31, 2015 due to his planned retirement from our Company. Dr. Gillings served as our Executive Chairman during 2015 and was entitled to the following compensation and benefits during 2015 under the terms of his employment agreement in effect as of December 31, 2015:

We also agreed to reimburse GFM for expenses, at the current rate of $13,502 per hour, related to the use of its airplane for business-related travel. Subject to a limit of $2.5 million per year during the term of the employment agreement, in 2015, we reimbursed GFM approximately $1.6 million for the use of its airplane. See “Certain Relationships and Related Person Transactions—Other Transactions.”

Dr. Gillings Non-Compete Payments

Our employment agreement with Dr. Gillings provides for certain post-termination payments and other benefits. The employment agreement includes restrictive covenants requiring Dr. Gillings to disclose and assign to us any developments conceived, made or suggested by him during his employment or the non-competition period (described below) and generally prohibiting Dr. Gillings from:

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until the latest of (i) three years following the date he ceases to own any equity interest in us or any of our subsidiaries, or (ii) three years from the date of his termination of employment, which period we refer to as the non-competition period. For so long as we require Dr. Gillings to comply with these restrictive covenants, we are required to pay him during the non-competition period monthly amounts equal to $150,000, which is the sum of his annual base salary in effect on his termination date ($800,000) plus his annual bonus paid in 2015 ($1,000,000) divided by 12. The agreement pursuant to which Dr. Gillings rolled over his equity in the going private transaction in 2003 contains the same non-compete provisions. These restrictions automatically lapse if we release Dr. Gillings from the non-compete obligation under his employment agreement.

Employment Agreement with Mr. Pike

We entered into an employment agreement with Mr. Pike in April 2012 when he joined our Company. The term of the employment agreement began on April 30, 2012 and continues until terminated as set forth in the agreement. Our agreement with Mr. Pike, as in effect on December 31, 2015, generally provides for the following compensation and benefits:

Mr. Pike’s employment agreement originally provided for an annual executive allowance, which our Compensation Committee subsequently determined to fold into his base salary.

In addition, if either we terminate Mr. Pike without Cause or he terminates for Good Reason (each as defined in Mr. Pike’s employment agreement and outlined below), Mr. Pike’s 482,500 unvested options will continue to vest over the 24-month period beginning on the termination date, contingent upon his executing a customary release of all claims against us arising out of his employment. Furthermore, in the event of a change in control (as defined in Mr. Pike’s employment agreement and outlined below), then all of his options become vested and exercisable.

Under the terms of our agreement with Mr. Pike, the following events constitute a change in control:

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Additional material terms of our employment agreement with Mr. Pike are described under “Potential Payments Upon Events of Termination” below.

Agreements with Other NEOs

Employment Agreement with Mr. Gordon

Mr. Gordon was initially hired as our Chief Financial Officer in October 2010. Mr. Gordon entered into an employment agreement with Quintiles Transnational on July 20, 2010, which was amended on November 22, 2010. Mr. Gordon served as our Chief Financial Officer through December 2015 and was promoted to the role of Executive Vice President and Chief Operating Officer in October 2015, at which time his employment agreement was amended for the second time (the “Second Amendment”). The Second Amendment amends the employment agreement between our Company and Mr. Gordon to (i) increase his base salary, (ii) provide that the target level for his annual performance bonus for the 2016 performance year and subsequent years will be 100% of his base salary, and (iii) provide that in connection with his retirement from our Company, Mr. Gordon and our Company will enter into a Consulting and General Release Agreement (the “Consulting Agreement”), which Consulting Agreement will be effective as of Mr. Gordon’s designated retirement date.

Term. The term of our employment agreement with Mr. Gordon will continue until it is terminated pursuant to its terms, which include termination by us for Cause or by Mr. Gordon for Good Reason. Either party to the agreement with Mr. Gordon may terminate the employment relationship without Cause at any time upon giving the other party 60 days prior written notice.

Compensation. The employment agreement with Mr. Gordon provides for:

Other Provisions.

The employment agreement with Mr. Gordon (as discussed below), provides for the acceleration of the vesting of options granted to Mr. Gordon in 2010 in the event of a change in control, and all such options have already vested. In addition, our Compensation Committee approved a Change in Control Severance Plan (as discussed below) and has the discretion to determine whether awards will accelerate in the event of a Sale of the Company (as defined in the 2013 Stock Incentive Plan).

Additional material terms of our employment agreement with Mr. Gordon are described under “Potential Payments Upon Events of Termination” below.

Letter Agreement with Mr. McDonnell

We entered into a letter agreement with Mr. McDonnell in October 2015 in connection with his appointment as our Chief Financial Officer.

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Term. The term of our letter agreement with Mr. McDonnell will continue until it is terminated pursuant to its terms, which include termination by us for Cause or by Mr. McDonnell for Good Reason. Either party to the letter agreement may terminate the employment relationship without cause at any time upon giving the other party with 90 days’ advance written notice of its intention to terminate.

Compensation. The letter agreement with Mr. McDonnell provides for:

Non-Competition Agreement. The letter agreement was conditional upon Mr. McDonnell’s execution of our Company’s Non-Competition, Non-Solicitation, Confidentiality and Intellectual Property Agreement (the “Non-Competition Agreement”). The Non-Competition Agreement includes, among other things, provisions regarding non-competition and non-solicitation of customers and employees for 12 months following his termination of employment for any reason.

Other Provisions. The letter agreement does not provide for any specific benefits in the event of a change in control. However, our Compensation Committee approved the Change in Control Severance Plan (as discussed below) and has the discretion to determine whether awards will accelerate in the event of a Sale of the Company (as defined in the 2013 Stock Incentive Plan).

The letter agreement also provides that it is expected that Mr. McDonnell will relocate to the Raleigh-Durham, North Carolina area in the summer of 2017, and that prior to relocation, the Company will reimburse the cost of traveling to and staying at our Company’s headquarters.

Additional material terms of our employment agreements with Mr. McDonnell are described under “Potential Payments Upon Events of Termination” below.

Employment Agreement with Mr. Erlinger

We entered into an employment agreement with Mr. Erlinger in November 2012. Mr. Erlinger has served as our General Counsel since January 2013.

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Term. The term of our employment agreement with Mr. Erlinger will continue until it is terminated pursuant to its terms, which include termination by us for Cause or by Mr. Erlinger for Material Breach (as defined below). Either party may terminate the employment relationship without cause at any time upon giving the other party 60 days prior written notice.

Compensation. The employment agreement with Mr. Erlinger provides for:

Other Provisions. The employment agreement with Mr. Erlinger does not provide for the acceleration of the vesting of options in the event of a change in control. However, our Compensation Committee approved the Change in Control Severance Plan (as discussed below) and has the discretion to determine whether awards will accelerate in the event of a Sale of the Company (as defined in the 2013 Stock Incentive Plan).

Additional material terms of our employment agreement with Mr. Erlinger are described under “Potential Payments Upon Events of Termination” below.

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2015 Outstanding Equity Awards

The following table provides information regarding all outstanding equity awards previously granted to the NEOs as of December 31, 2015.

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2015 Option Exercises and Stock Vested

The following table sets forth information regarding options exercised by our NEOs during the year ended December 31, 2015. None of the outstanding restricted stock units held by our NEOs vested during the year ended December 31, 2015.

Equity Awards Outstanding under Existing Stock Incentive Plans

All of the equity awards outstanding as of December 31, 2015 are governed by the 2003 Stock Incentive Plan, the 2008 Stock Incentive Plan or the 2013 Stock Incentive Plan, in addition to the terms of the award agreement covering a particular grant. All equity awards made after our IPO have been issued under the terms of the 2013 Stock Incentive Plan. We expect to grant all equity-based awards under the 2013 Stock Incentive Plan going forward. Under our 2013 Stock Incentive Plan, we may generally grant the following types of awards: stock options (including both incentive stock options and non-qualified options), stock appreciation rights, restricted stock and restricted stock units, performance shares and performance units, cash-based awards and other stock-based awards, in each case generally subject to annual award limits set forth in the 2013 Stock Incentive Plan. In 2015, our equity awards issued to our NEOs under the 2013 Stock Incentive Plan were limited to stock options, restricted stock units and performance units.

All awards granted under these stock incentive plans to date are (or were) subject to service-based vesting, which typically ranged from four to five years or performance based vesting over a three year period. All option awards are exercisable for shares of our common stock and are non-qualified stock options. Each option will terminate upon the tenth anniversary of the date of grant. Each restricted stock unit represents the right to receive one share of our common stock shortly after vesting. Each performance unit represents the right to receive one share of our common stock upon the meeting of the performance criteria in order to vest. Except as provided for in a grant award or certificate, or in an employment agreement (as discussed below for Mr. McDonnell), in the event of termination of employment for any reason, all unvested awards immediately terminate. Vested options will remain exercisable for up to 90 days following termination, except they will remain exercisable for up to 365 days if termination is due to death or a disability, retirement or redundancy that is approved by our Compensation Committee. In the event termination of employment is for “Cause” (which under the terms of these stock incentive plans is deemed to mirror the definition of “Cause” found in the employment agreement we have entered into with each of our NEOs), or if an executive breaches a restrictive covenant, all outstanding awards will be forfeited in their entirety.

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2015 Non-qualified Deferred Compensation

Pursuant to our elective non-qualified deferred compensation plan, certain eligible employees, including our NEOs, may defer up to 90% of their base salaries as of the first day of the calendar year or partial year and up to 100% of awards earned under the MIP for 2015 and certain cash bonuses and/or commissions payable. Deferral elections are made by eligible employees before the beginning of the calendar year for which the compensation is payable. Contributions to the elective non-qualified deferred compensation plan consist solely of participants’ elective deferral contributions with no matching or other employer contributions. None of the NEOs elected to defer any portion of their salaries or cash bonuses during 2015.

Eligible employees are permitted to make individual investment elections that will determine the rate of return on their deferral amounts under the elective non-qualified deferred compensation plan. Participants may change their investment elections at any time. Deferrals are only deemed to be invested in the investment options selected. Participants have no ownership interest in any of the funds as investment elections are used only as an index for crediting gains or losses to participants’ accounts. Investment experience in the funds is credited to the participants’ accounts daily, net of investment option related expenses. The plan does not operate in a manner to provide any above-market returns or preferential earnings to participants. In September 2015, the plan changed recordkeepers and the funds available to participants in the plan. For the period January 1, 2015 through September 15, 2015, participants were able to choose among a total of 30 investment options. As of September 16, 2015, participants had a total of 27 investment options to choose from. The NEOs participating in the plan only elected to invest in the following investment options in as of September 15, 2015:

The NEOs participating in the plan only elected to invest in the following investment options after September 16, 2015:

Distributions of amounts credited to the account of a key employee under the elective non-qualified deferred compensation plan will generally commence six months after the date of the executive’s separation from service for post 409A money. NEOs may also elect to receive in-service distributions of such amounts at the time they make their deferral elections. In addition, upon a showing of an unforeseeable emergency, an executive may be allowed to access funds in his deferred compensation account before he otherwise would have been eligible to. Benefits can generally be received either as a lump sum payment or in annual installments over a period not to exceed 15 years, or a combination thereof.

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The following table provides information related to the potential benefits payable to each of our NEOs under our elective non-qualified deferred compensation plan.

Payments Made Upon Death or Permanent Disability

In the event of death or permanent disability of an NEO, in addition to amounts disclosed below under “Potential Payments Upon Events of Termination,” each NEO will receive benefits under our long-term disability plan or payments under our life and accidental death insurance plans, as appropriate. These payments are generally available to all employees; however, the amounts paid may differ by employee based upon individual base salary and plan limitations on benefits. For example, our executives are eligible for two times the amount of base salary at death (up to $1,000,000). In the event of accidental death, an additional benefit of up to two times the amount of base salary at that time (up to $1,000,000) is also available. Therefore, if such benefits were triggered for the NEOs on December 31, 2015 under our life insurance plans, the legally designated beneficiary(ies) of each NEO, other than Mr. Erlinger, would have received $1,000,000 from life insurance, plus an additional $1,000,000 if death was accidental (excluding any voluntary supplemental coverage elected and paid for by the NEO under our life insurance program). Mr. Erlinger would have received $870,000.

With respect to coverage in the event of long-term disability, our plan provides a benefit of 66 2/3% of base salary, with a maximum benefit of $15,000 per month, for as long as the individual is medically determined to be disabled and certain other requirements are met. Generally, maximum coverage is limited as follows based on an individual’s age at the time he becomes disabled:

As a result, if such benefits had been triggered on December 31, 2015 under our long-term disability insurance plan, based on the then-current age of each NEO, each NEO would have been entitled to receive the following amounts for as long as he remained disabled: Mr. Pike (age 56), $15,000 per month to age 65;

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Mr. Gordon (age 53), $15,000 per month to age 65; Mr. McDonnell (age 52), $15,000 per month to age 65; and Mr. Erlinger (age 57), $15,000 per month to age 65.

Potential Payments Upon Events of Termination or Change in Control

We have entered into employment arrangements with each of our NEOs and have a Change in Control Severance Plan, or the CIC Plan, that applies to our NEOs (other than Dr. Gillings). The information below describes and quantifies certain compensation that would become payable under our agreements, plans and arrangements for each of our NEOs as if his employment had terminated on December 31, 2015. Except as otherwise discussed below, these benefits are in addition to benefits generally available to salaried employees, such as distributions under the 401(k) plan and disability benefits.

Except in certain circumstances outlined below, our obligation to compensate an executive ceases as of the termination date, except with respect to any amounts due under the agreement at that time and the amounts subsequently due, if any, pursuant to our annual cash bonus plans.

Change in Control Severance Plan

In November 2015, our Compensation Committee, as part of its ongoing review of our Company’s executive compensation program, adopted and approved a Change in Control Severance Plan (the “CIC Plan”). The Chief Executive Officer and executives Grade 39 and above who report directly to the Chief Executive Officer will be eligible to participate in the CIC Plan as selected by our Compensation Committee, including all our NEOs. Our Compensation Committee adopted the CIC Plan to reflect market practice, create consistency across our Company’s compensation arrangements and formalize a severance policy for a group of our Company’s executives.

The CIC Plan provides certain benefits if a participant experiences a separation from service as a result of a termination of employment without Cause or resignation for good reason, in either case within (a) 24 months immediately following a Sale of the Company or (b) the three-month period before a Sale of the Company. If such events occur and a participant has signed a general release of claims in favor of our Company, the CIC Plan provides the following benefits to such participant: (i) a lump sum payment equal to two times the sum of (x) the participant’s base salary as of the termination date (or if greater, salary in effect on the first occurrence of a Sale of the Company (as such term is defined in the CIC Plan)) and (y) the participant’s target annual cash bonus for the year in which the termination occurs; (ii) an additional lump sum payment equal to the projected cost of the continuation of group health insurance coverage for the participant and the participant’s eligible dependents pursuant to COBRA (if such participant is enrolled in the group health insurance offered by us); (iii) vesting of all outstanding unvested time-based equity awards under our stock incentive plans; and (iv) any performance goals or other vesting criteria under any performance-based equity awards will be deemed achieved at target levels. Benefits provided under the CIC Plan will be reduced by any severance benefits to which a Participant would otherwise be entitled under any general severance policy or plan of our or any agreement between the Participant and us that provides for severance benefits (unless such policy, plan or agreement expressly provides for severance benefits to be in addition to those provided under the CIC Plan), even if the NEOs are not terminated in the manner contemplated by the CIC Plan.

Equity Awards

Our NEOs hold equity awards granted under our stock incentive plans. Our stock incentive plans do not provide for acceleration of vesting upon termination of employment (for any reason), but our Compensation Committee has the discretion to determine whether awards granted under the 2013 Stock Incentive Plan will accelerate in the event of a Sale of the Company (as defined in that plan). Additionally, while none of the employment agreements with our NEOs, other than Dr. Gillings and Mr. Pike, provide for any specific benefits in the event of a change in control, the CIC Plan, as described above, provides for payment upon termination of employment in connection with a change of control.

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Employment Agreement with Dr. Gillings—Retirement

Dr. Gillings’ employment terminated on December 31, 2015 in accordance with his planned retirement. The description of our employment agreement with Dr. Gillings and the payments he is entitled to receive following his retirement is under “Narrative Disclosure Relating to Summary Compensation Table and Grants of Plan-Based Awards Table—Employment Agreement with Dr. Gillings” above.

Employment Agreement with Mr. Pike—Termination or Change in Control

Our employment agreement with Mr. Pike provides for certain payments and other benefits if his employment with us is terminated, which vary depending on the circumstances of his termination.

Events of Termination

Either party may terminate the employment relationship without cause at any time upon giving the other party 60 days written notice. The agreement automatically terminates upon Mr. Pike’s death. In addition, we may terminate his agreement at any time upon written notice to Mr. Pike due to his disability. In addition, we may terminate our employment relationship with Mr. Pike immediately upon written notice at any time for “Cause,” which is defined in Mr. Pike’s employment agreement to include:

Under the employment agreement, Mr. Pike may terminate his employment for “Good Reason” if any of the following events occurs without his consent:

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Mr. Pike must provide us with written notice of the event constituting Good Reason within 90 days of becoming aware of our actions or inactions giving rise to such Good Reason. Any termination for Good Reason shall become effective 30 days following Mr. Pike’s written notice, provided we have not cured the actions or inactions giving rise to his notice of termination for Good Reason.

Payments Upon Termination

In the event Mr. Pike terminates his employment without Good Reason, his employment is terminated due to death or disability or by our Company for Cause, we must pay Mr. Pike (or his estate) a lump sum equal to any accrued but unpaid base salary, unreimbursed expenses and any earned but unpaid annual incentive bonus (only if Mr. Pike was employed on March 1 of the year following the year which such incentive relates). In addition, in the event of termination by death or disability, we will be obligated to pay any earned but unpaid amount under our annual incentive plan for the prior year and, if such termination occurs after the first quarter of a year, Mr. Pike (or his estate) will also be entitled to a pro rata portion of his annual performance incentive award for the year of termination, based upon actual performance and paid at the time it would be paid if he had continued his employment.

In addition, if either we terminate Mr. Pike without Cause or he terminates for Good Reason, subject to certain conditions outlined below, we will make the following cash severance payments to him:

In addition, if either we terminate Mr. Pike without Cause or he terminates for Good Reason, Mr. Pike’s employment agreement provides that 482,500 of the unvested options will continue to vest over the 24-month period beginning on the termination date. Furthermore, in the event we terminate Mr. Pike without Cause or he terminates for Good Reason within 24 months after a change in control (as defined in Mr. Pike’s employment agreement and discussed above), then the severance payments otherwise payable over 24 months become payable in a lump sum. In the event of a change in control (as defined in Mr. Pike’s employment agreement) all of his options become vested and exercisable.

Also, in the event any of his severance payments are deemed to be parachute payments for purposes of Section 280G of the Internal Revenue Code, then he will receive the greater of (taking into account all federal, state and local income taxes, as well as the parachute tax under Section 280G): (i) the amount that would result in no portion of the severance payments being subject to the parachute tax under Section 280G to be a parachute payment or (ii) the full severance amount.

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Mr. Pike’s employment agreement requires, as a precondition to the receipt of the cash severance payments identified in the table below, that he sign a release in which he waives all claims that he might have against us. In addition, his employment agreement requires that he comply with certain provisions of the agreement:

Mr. Pike has also agreed not to take any action which is materially detrimental or otherwise intended to be adverse to our reputation, business relations, prospects and operations.

Potential Payments upon Mr. Pike’s Termination

The following table sets forth our payment obligations upon termination of Mr. Pike’s employment pursuant to the terms of his employment agreement and our other compensation plans under the various scenarios described above. The amounts set forth in the table are estimates and assume a termination of employment occurring on December 31, 2015 (the last business day of our last completed fiscal year). Due to the numerous factors involved in estimating these amounts, the actual value of benefits and amounts to be paid can only be determined upon Mr. Pike’s actual termination of employment.

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Employment Agreement with Mr. Gordon—Termination

Our employment agreement with Mr. Gordon provides for certain payments and other benefits if his employment with us is terminated, which vary depending on the circumstances of his termination.

Events of Termination

Mr. Gordon’s agreement provides that we may terminate his employment relationship immediately without notice at any time for “Cause.” Under Mr. Gordon’s agreement, “Cause” includes:

Our agreement with Mr. Gordon provides that he may terminate his employment for “Good Reason” if any of the following events occurs without his consent:

Mr. Gordon must provide us with written notice of the event constituting Good Reason within 30 days of becoming aware of our actions or inactions giving rise to such Good Reason, subject to a 60-day cure period.

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Payments Upon Termination

If either:

subject to certain conditions outlined below, we will make cash severance payments to Mr. Gordon. The severance amount payable is based on a multiple of monthly salary at the time of termination and then again multiplied by a specified number of months. Mr. Gordon’s multiple is 1.55 and the specified number of months is 24.

Mr. Gordon’s agreement also provides for an additional lump-sum cash payment equal to 24 times our monthly cost of providing medical, dental, vision, long-term disability and term life insurance benefits. To the extent any portion of this payment is included as gross income for Mr. Gordon, he will receive an additional amount equal to the federal income tax applicable to such payment. We refer to these payments as the insurance benefits for purposes of the tabular discussion for Mr. Gordon below.

As previously discussed, while the executive allowance has been folded into base salaries for NEOs, our Compensation Committee still treats it as a separate element of compensation for the purpose of the determining amounts payable upon termination by these executives. Mr. Gordon’s employment agreement requires, as a precondition to the receipt of the cash severance payments, that he sign a release in which he waives all claims that he might have against us and agrees to comply with certain provisions of the agreement:

Mr. Gordon has also agreed not to take any action which is materially detrimental or otherwise intended to be adverse to our reputation, business relations, prospects and operations.

Consulting Agreement

In accordance with Mr. Gordon’s employment agreement, upon Mr. Gordon’s retirement from our Company, we and Mr. Gordon will enter into a Consulting and General Release Agreement. Under the Consulting Agreement, Mr. Gordon will continue to perform such duties and special projects as we assign to him and shall be paid his regular existing compensation and benefits until his termination date. After such time, Mr. Gordon will provide advice and consultation as we reasonably request in connection with his knowledge, expertise and areas of prior responsibility for a period of five months following his termination date. Additionally, we agreed to reimburse Mr. Gordon for all expenses incurred in connection with the performance of his consulting services and pay Mr. Gordon a consulting fee of (i) an amount equal to his then existing salary for the initial first and second months of the consulting term and (ii) $5,000 per month for the third, fourth and fifth months of the consulting term. Within 75 days of the commencement of the consulting term, the Consulting

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Agreement requires us to pay Mr. Gordon a lump sum payment, less applicable withholdings, of $18,000 in lieu of any medical or other benefits during the consulting term.

The Consulting Agreement also provides that certain terms of Mr. Gordon’s Executive Employment Agreement, as amended, will survive termination of such agreement and that the term related to competitive business activities of such agreement shall be extended for the first two months following his termination date and continue for a period of two years thereafter. The Consulting Agreement also contains a mutual nondisparagement clause. In consideration of the benefits contained in the Consulting Agreement, including the monthly consulting fees, the Consulting Agreement contains a current release of claims and covenant not to sue.

Letter Agreement with Mr. McDonnell—Termination

Our letter agreement with Mr. McDonnell provides for certain payments and other benefits if his employment with us is terminated, which vary depending on the circumstances of his termination.

Events of Termination

Mr. McDonnell’s agreement provides that we may terminate his employment relationship immediately without notice at any time for “Cause.” Mr. McDonnell’s agreement defines “Cause” to include:

Our agreement with Mr. McDonnell provides that he may terminate his employment for “Good Reason” if any of the following events occurs without his consent:

If either we wish to terminate the offer letter for any reason other than Cause or Mr. McDonnell wishes to terminate his offer letter for any reason, the terminating party must provide 90 days advance written notice.

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Payments Upon Termination

If we terminate Mr. McDonnell’s employment other than for Cause or Mr. McDonnell terminates for Good Reason, Mr. McDonnell will be eligible to receive severance in an aggregate amount equal to his base salary plus target bonus in effect for the year of termination, payable in equal installments on the Company’s regular payroll schedule. In addition, if our Company waives any or all of the 90-day notice period for termination described in the letter agreement, then in addition to other severance amounts due, (i) the Company will pay to him an amount equal to his base salary for the number of days waived plus any earned but unpaid bonus that otherwise would have been paid during the notice period under the terms of the annual incentive plan for executives and (ii) any unvested equity with vesting dates that occur during the notice period would vest as though Mr. McDonnell had remained employed during the waived notice period. Mr. McDonnell will be eligible to participate in any change in control severance plan adopted by the Company in the future on the same terms and conditions as would be in effect under such plan for similarly situated executives.

In addition, if we terminate Mr. McDonnell’s employment other than for Cause or Mr. McDonnell terminates for Good Reason, his Sign-On RSUs will become fully vested and any restrictions thereon will lapse as follows: (i) if the termination is prior to the first anniversary of the date of grant, 50% of the Sign-On RSUs; (ii) if the termination is between the first and second anniversaries of the date of grant, an additional 25% of the Sign-On RSUs (such that a total of 50% of the Sign-On RSUs would be vested); and (iii) if the termination is after the second anniversary date of grant, an additional 50% of the Sign-On RSUs that are outstanding and unvested as of the date of termination.

Mr. McDonnell’s letter agreement also requires, as a precondition to the receipt of the cash severance payments identified in the table below, that he sign a release in which he waives all claims that he might have against us and that he complies with certain provisions of the agreement:

Mr. McDonnell has also agreed not to take any action which is materially detrimental or otherwise intended to be adverse to our reputation, business relations, prospects and operations.

Employment Agreement with Mr. Erlinger—Termination

Our agreement with Mr. Erlinger provides for certain payments and other benefits if his employment with us is terminated, which vary depending on the circumstances of his termination.

Events of Termination

Either party may terminate the employment relationship without cause at any time upon giving the other party 60 days written notice. Mr. Erlinger’s agreement provides that we may terminate his employment relationship immediately without notice at any time for “Cause.” Mr. Erlinger’s agreement defines Cause to include:

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Mr. Erlinger may terminate the employment agreement in the event our Company materially breaches the agreement. Under termination for material breach:

If either (i) we terminate Mr. Erlinger by Notice of Non-Renewal or without Cause or (ii) Mr. Erlinger terminates for Material Breach, subject to certain conditions outlined below, we will make cash severance payments to Mr. Erlinger. The severance amount payable is based on a multiple of monthly salary at the time of termination and then again multiplied by a specified number of months. Mr. Erlinger’s multiple is 1.0 and the specified number of months is 12.

Payments Upon Termination

If we terminate Mr. Erlinger’s employment without Cause, then we shall pay Mr. Erlinger:

If we terminate Mr. Erlinger’s employment for Cause, then we shall be required to pay Mr. Erlinger: (i) amounts due on the effective termination date and (ii) any amounts subsequently due under the bonus program.

If Mr. Erlinger terminates the employment relationship in connection with a Material Breach by our Company, then we shall pay Mr. Erlinger the following:

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Mr. Erlinger’s employment agreement requires, as a precondition to the receipt of the cash severance payments identified in the table below, that Mr. Erlinger sign a release in which he waives all claims that he might have against us and that he complies with certain provisions of the agreement: