Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of John Maldonado and Joshua M. Nelson
On June 14, 2021, John Maldonado and Joshua M. Nelson resigned as members of the
Board of Directors (the "Board") of Syneos Health, Inc. (the "Company"),
effective immediately.
Appointment of David S. Wilkes, M.D.
On June 15, 2021, the Board appointed David S. Wilkes, M.D. to serve as a
Class II director of the Company with an initial term expiring on the date of
the Company's 2022 annual meeting of stockholders and to serve on the
Compensation and Management Development and Nominating and Corporate Governance
Committees of the Board, in each case effective immediately.
The Board reviewed and discussed the qualifications of Dr. Wilkes as a director
nominee, and determined that he is an "independent director" in accordance with
the Nasdaq listing standards, including those pertaining to service on a
compensation committee, and that Dr. Wilkes is a "non-employee director" within
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended.
Dr. Wilkes will be compensated for his service as a director in the same manner
as the Company's other non-employee directors, which includes an annual cash
retainer of $95,000 for his Board service, a cash retainer of $7,750 for his
service on the Compensation and Management Development Committee, and a cash
retainer of $5,000 for his service on the Nominating and Corporate Governance
Committee, each of which will be prorated for the date of his appointment. In
addition, in connection with his appointment to the Board, Dr. Wilkes 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 date of his appointment, and vesting in full one year from the
grant date, or, if earlier, the date of the next annual meeting of stockholders
following the grant date but only to the extent Dr. Wilkes is not re-elected as
a non-employee director at such annual meeting, in each case, subject to his
service through the applicable vesting date.
Dr. Wilkes is not a party to any transaction requiring disclosure pursuant to
Item 404(a) of Regulation SK.
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