Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 14, 2022, the Board of Directors (the "Board") of Syneos Health, Inc.
(the "Company") appointed Barbara W. Bodem and Alfonso G. Zulueta to the Board,
in each case effective January 15, 2022. Ms. Bodem was appointed to serve as a
Class I director of the Company with an initial term expiring on the date of the
Company's 2024 annual meeting of stockholders and to serve on the Audit
Committee of the Board. Mr. Zulueta was appointed to serve as a Class III
director of the Company with an initial term expiring on the date of the
Company's 2023 annual meeting of stockholders.
The Board reviewed and discussed the qualifications of Ms. Bodem and Mr. Zulueta
as director nominees and determined that each of them is an "independent
director" in accordance with the Nasdaq listing standards, including those
pertaining to service on an audit committee with respect to Ms. Bodem.
Ms. Bodem and Mr. Zulueta will be compensated for their service as directors in
the same manner as the Company's other non-employee directors. They will each
receive an annual cash retainer of $95,000 for their Board service and Ms. Bodem
will receive a cash retainer of $12,000 for her service on the Audit Committee,
each of which will be prorated for the effective date of their appointment. In
addition, in connection with their appointment to the Board, Ms. Bodem and Mr.
Zulueta each received an equity award in an amount consistent with the awards
granted annually to non-employee directors that have a grant date fair value of
$200,000, which was prorated for the effective date of their appointment, and
which vests in full one year from the grant date, subject to his or her service
through the applicable vesting date.
Neither Ms. Bodem nor Mr. Zulueta is a party to any transaction requiring
disclosure pursuant to Item 404(a) of Regulation SK. Ms. Bodem and Mr. Zulueta
each entered into the Company's standard form of director Indemnification
Agreement.
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SYNEOS HEALTH, INC. 
