SEC Info℠

Home

Search

My Interests

Help

Sign In

Please Sign In

Syneos Health, Inc. – ‘DEF 14A’ for 5/12/21

On:  Tuesday, 3/30/21, at 8:26pm ET   ·   As of:  3/31/21   ·   For:  5/12/21   ·   Accession #:  1564590-21-16815   ·   File #:  1-36730

Previous ‘DEF 14A’:  ‘DEF 14A’ on / for 4/16/20   ·   Next & Latest:  ‘DEF 14A’ on 4/12/22 for 5/25/22   ·   2 References:   By:  Syneos Health, Inc. – ‘424B7’ on 6/4/21 By:  Syneos Health, Inc. – ‘424B7’ on 5/5/21 

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

 Text Wildcards:  ? (any letter/digit),  * (many).  Search Logic:  for Documents:  & (and),  | (or);  for Text:  | (anywhere),  "(&)" (near).  Details... 

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/31/21  Syneos Health, Inc.               DEF 14A     5/12/21    1:4.4M                                   ActiveDisclosure/FA

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14A     Definitive Proxy Statement                          HTML    966K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

SYNEOS HEALTH, 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):

March 31, 2021

Dear Stockholder,

You are cordially invited to attend the 2021 Annual Meeting of Stockholders of Syneos Health, Inc. on Wednesday, May 12, 2021, at 8:00 am EDT. The Notice of Annual Meeting of Stockholders and the Proxy Statement accompanying this letter describe the business to be conducted at the meeting and provide further information about Syneos Health.

Throughout the pandemic, our priorities have been the safety and wellbeing of our employees, the success of our customers, and the stability of our business for our stockholders. Although 2020 presented unprecedented challenges, our teams rose to meet the moment. Through their resiliency and dedication, we supported our employees, continued to provide agile, custom solutions to meet the needs of our customers, and delivered solid financial results.

If the pandemic made anything clear, it is the increased urgency of improving the cost, speed, accuracy, efficiency, and fairness of developing treatments to stay ahead of rapidly evolving and spreading pathogens. Simply put, insights-driven product development is fundamental to inclusive and effective medical care and healthy and stable societies.

We were ready to help when the pandemic hit and had the scale and experience to do so. We responded during the darkest moments of the pandemic's first wave, when hospitals were overwhelmed and ventilators in frighteningly short supply. Our Ventilator Initiative Task Force—initiated by employees with expert critical care knowledge—helped educate thousands of health care providers about an alternative to mechanical ventilation for hospitalized COVID-19 patients. In addition, our 25,000 employees worked tirelessly to help bring COVID-19 treatments and vaccines to market, conducting ‘real-time’ data monitoring, data cleaning and analysis for groundbreaking vaccines, and contributing to more than 80 COVID‑19 related clinical projects.

In response to the pandemic, we leveraged digital innovations, including telehealth and remote monitoring, to minimize disruptions to clinical trials and to connect with customers in a field historically dominated by face-to-face and written communications. Within our Commercial business, we launched our Kinetic^TM customer engagement capability to offer customers fully integrated omnichannel solutions. Demand for our services steadily increased, generating record net awards and growing ending backlog 23.0% to a record $10,951.1 million, consisting of $10,239.5 million for Clinical Solutions and $711.6 million for the Deployment Solutions offering within Commercial Solutions. The leadership, resiliency and dedication of our teams to deliver for our customers enabled this record-setting year.

We also implemented extensive safety measures to protect our employees and customers, quickly pivoting to a remote work environment where possible, imposing travel restrictions, and following social distancing protocols. To remain transparent with employees, we implemented frequent employee messaging—including CEO emails, blogs, vlogs and town halls—to inform employees about Company actions to safeguard their wellbeing and the Company’s financial wellbeing. We created a voluntary furlough program and facilitated voluntary schedule reductions and unpaid leave, which allowed employees to take care of their families, and made arrangements to allow continuation of benefits during furloughs. We are proud to report that involuntary actions, such as layoffs and involuntary furloughs, were significantly minimized by other cost containment measures.

As a leader in developing innovative biopharmaceutical solutions, we also strive to lead our industry in our Diversity, Equity & Inclusion efforts. We believe that addressing complex healthcare challenges requires contributions from diverse viewpoints. As of December 31, 2020, 67% of our total workforce were women and 32% of our employees in the United States represented ethnic minority groups. As this data demonstrates, we have been and continue to be committed to diversity within our employee population.

We continued to deliver on our value creation plan in 2020. While revenue declined 5.6%, primarily driven by the impacts of the pandemic, our cost containment measures allowed us to grow income from operations by 23.3% and net income by 46.9% compared to 2019. We took actions to preserve liquidity and protect the Company’s financial position, ultimately growing cash flow from operations 33.6% year over year to a record $425.5 million. We issued $600 million of senior notes bearing interest at 3.625%, entered into interest rate swaps to lock in record low rates, and extended the maturity date of the Term Loan A and revolving credit facility components of our credit agreement, providing additional flexibility in our capital structure. We also completed the divestiture of the Company’s contingent staffing and medication adherence businesses, two non-core assets, furthering our commitment to a focused business model positioned to drive growth.

Further, we capitalized on two attractive acquisition opportunities and welcomed Synteract and Illingworth Research Group to Syneos Health. Synteract provides us with an expanded presence in the emerging biopharma market. Illingworth, a leading global provider of clinical research home health services, enables clinical trial participation from the comfort and safety of a patient’s home, school, or place of work.

As our results reflect, in 2020 we were there to meet the needs of our employees and customers as they evolved. Among other accomplishments, we:

We ask for your support on the items described in the Proxy Statement accompanying this letter so that we can continue creating value and advancing our Values. We also thank you for your investment in our Company, in our people, and, ultimately, in the societal health and welfare enabled by the medicines we help bring to life.

Notice of Annual Meeting of Stockholders

To the Stockholders of Syneos Health, Inc.:

Notice is hereby given that the Annual Meeting of Stockholders (the “Annual Meeting”) of Syneos Health, Inc. (the “Company” or “Syneos Health”) will be held on May 12, 2021 at 8:00 a.m. EDT. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SYNH2021 and entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker.

The meeting is called for the following purposes:

These matters are more fully described in the Proxy Statement accompanying this Notice.

If you were a stockholder of record of Syneos Health Class A common stock (“common stock”), as of the close of business on March 19, 2021, you are entitled to receive this Notice and vote at the Annual Meeting of Stockholders and any adjournment, continuation or postponement thereof, provided that the board of directors (the “Board”) may fix a new record date for an adjourned meeting. A complete list of our stockholders as of the record date will be available for examination by any stockholder during the ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to Investor.Relations@syneoshealth.com, stating the purpose of the request and providing proof of ownership of Company stock. The list of these stockholders will also be available on the bottom of your screen during the Annual Meeting after entering the 16-digit control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker.

We recommend that you review the information under “Frequently Asked Questions about the Annual Meeting” in the Proxy Statement for additional detail regarding the process for, and the deadlines applicable to, voting, attending the meeting and appointing a proxy.

Whether or not you expect to attend the Annual Meeting, the Board respectfully requests that you vote your shares in the manner described in the Proxy Statement. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. At any time before it has been voted at the meeting, you may revoke your proxy in the manner described in the Proxy Statement.

By Order of the Board of Directors of Syneos Health, Inc.,

Jonathan Olefson
General Counsel and Corporate Secretary
Morrisville, North Carolina
Dated: March 31, 2021

SYNEOS HEALTH, INC.
1030 Sync Street
Morrisville, North Carolina 27560

Proxy Statement
for the
Annual Meeting of Stockholders
To Be Held May 12, 2021

Table of Contents  

SYNEOS HEALTH, INC.

1030 Sync Street

Morrisville, North Carolina 27560

PROXY STATEMENT

2021 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 12, 2021

Information Concerning Solicitation and Voting

This Proxy Statement is furnished to the holders of our Class A common stock (“common stock”) in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Syneos Health, Inc. for use at the Annual Meeting of Stockholders (the “Annual Meeting” or the “meeting”) to be held on May 12, 2021 at 8:00 a.m. EDT and any continuation, postponement or adjournment of the Annual Meeting. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/SYNH2021 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card (the “Proxy Card”) or on the instructions that accompanied your proxy materials. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 12, 2021

This Proxy Statement and our 2020 Annual Report are available at http://www.proxyvote.com

At the Annual Meeting, our stockholders will be asked:

•To elect the three Class I directors named in this Proxy Statement for a term expiring at the 2024 annual meeting of stockholders and until their successors have been elected and qualified (Proposal 1);

•To approve, on an advisory (nonbinding) basis, the Company’s executive compensation (Proposal 2);

•To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors (Proposal 3); and

•To consider and take action upon such other matters as may properly come before the Annual Meeting or any adjournment, continuation or postponement thereof.

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Proxy Card will vote your shares in accordance with their best judgment. This Proxy Statement and Proxy Card are being made available on or about March 31, 2021 to our stockholders of record on March 19, 2021 (the “Record Date”).

Recommendations of the Board

The Board recommends that you vote your shares as indicated below. If you return a properly completed Proxy Card, or vote your shares by telephone or Internet, your shares of common stock will be voted on your behalf as you direct. If not otherwise specified, the shares of common stock represented by the proxies will be voted in accordance with the recommendations of the Board. The Board recommends that you vote:

•FOR the election of the three Class I directors named in this Proxy Statement;

•FOR the approval, on an advisory (nonbinding) basis, of the Company’s executive compensation; and

•FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent auditors.

About Syneos Health

Overview

We are a leading global biopharmaceutical solutions organization providing a full suite of clinical and commercial services to customers in the pharmaceutical, biotechnology, and healthcare industries. We offer both stand-alone and integrated biopharmaceutical product development solutions ranging from Early Phase (Phase I) clinical trials to the full commercialization of biopharmaceutical products, with the goal of increasing the likelihood of regulatory approval and commercial success. Our Clinical Solutions segment offers a variety of services spanning Phases I to IV of clinical development, including full service global studies, as well as individual service offerings such as clinical monitoring, investigator recruitment, patient recruitment, data management, and study startup to assist customers with their drug development process. Our Commercial Solutions segment provides commercialization services, including deployment solutions, communication solutions (public relations, advertising, and medical communications), and consulting services. We integrate our clinical and commercial capabilities into customized solutions by sharing knowledge, data, and insights through our Biopharmaceutical Acceleration Model. This collaboration across the development and commercialization continuum facilitates unique insights into patient populations, therapeutic environments, product timelines, and the competitive landscape.

Our Culture

Our Company culture is based on our shared purpose, Shortening the Distance from Lab to Life^®, which aligns our employees and the customers we serve. This purpose, enabled by our unique Biopharmaceutical Acceleration Model, allows Syneos Health experts to share intelligence throughout the product development lifecycle, making our solutions better and smarter along the way.

This purpose is surrounded by three agile-oriented Values, designed to foster innovation, including Challenge the Status Quo, Collaborate to Deliver Solutions, and Passionate to Change Lives.

This environment is fueled by a belief in caring for our collective wellbeing, which we refer to as Total Self. This belief enables employees to be their authentic selves at work, fostering a diverse, equitable, and inclusive culture.

Stockholder Engagement

In 2020, we continued our stockholder engagement program because we believe stockholder engagement is one aspect of maintaining good corporate governance as well as transparency with regard to executive compensation matters. Our stockholder engagement program provides a mechanism to discuss issues of importance to stockholders that affect our business, including our compensation philosophy, corporate governance practices, corporate social responsibility efforts, and diversity, equity and inclusion initiatives. During the last twelve months, we have engaged with institutional investors holding approximately 80.1% of our outstanding shares, including our two largest private equity holders. In the fall of 2020, we conducted a stockholder outreach campaign that resulted in engagement meetings with institutional investors representing approximately 52.38% of our outstanding shares.

What We Learned from our Meetings with Stockholders

We have duly considered the input from the stockholder outreach and incorporated suggestions as appropriate.

Corporate Governance Matters

Board of Directors

Our Board is comprised of eleven members, with John M. Dineen serving as Chair. We have separated the position of the Chair of the Board and that of the Chief Executive Officer. While our Board believes the separation of these positions serves our Company well, and intends to maintain this separation where appropriate and practicable, the Board does not believe that it is appropriate to prohibit one person from serving as both Chair of the Board and Chief Executive Officer. We believe our leadership structure is appropriate given the size of our Company in terms of the number of employees and the historical experience and understanding of our Company and industry of each of Messrs. Dineen and Macdonald.

John M. Dineen  Independent Chair of the Board

Todd M. Abbrecht  Independent Director

CORPORATE GOVERNANCE MATTERS

Thomas Allen  Independent Director

Bernadette M. Connaughton  Independent Director

CORPORATE GOVERNANCE MATTERS

Linda A. Harty  Independent Director

William E. Klitgaard  Independent Director

Alistair Macdonald  Chief Executive Officer and Director

CORPORATE GOVERNANCE MATTERS

John Maldonado  Independent Director

Kenneth F. Meyers  Independent Director

CORPORATE GOVERNANCE MATTERS

Matthew E. Monaghan  Independent Director

Joshua M. Nelson  Independent Director

CORPORATE GOVERNANCE MATTERS

Board Skills and Experience

Listed below are the skills and experience that we consider important for our directors in light of our business strategy and structure. The directors’ biographies note each director’s relevant experience, qualifications, and skills relative to this list.

How the Board is Selected and Refreshed

Selection of Nominees for the Board of Directors

The Nominating and Corporate Governance Committee of our Board has the responsibility for establishing the criteria for recommending which directors should stand for election and re-election to the Board and for identifying, screening and selecting new directors to serve on the Board, subject to any obligations and procedures governing the nomination of directors to the Board that are included in the Stockholders’ Agreements. The Nominating and Corporate Governance Committee recognizes that

CORPORATE GOVERNANCE MATTERS

addressing complex healthcare challenges requires contributions from diverse viewpoints and an inclusive, equitable space, and seeks to identify high-quality, committed and diverse directors to oversee the Company. The Nominating and Corporate Governance Committee considers overall diversity of candidates, taking into account race, ethnicity, gender, age, viewpoints, background, and experience in its director recruitment efforts. The Nominating and Corporate Governance Committee Charter calls for the Committee to consider diversity as a desirable characteristic in potential nominees.

To facilitate the search process for director candidates, the Nominating and Corporate Governance Committee may solicit our current directors and executives for the names of potentially qualified candidates or may ask directors and executives to pursue their own business contacts for the names of potentially qualified candidates. The Nominating and Corporate Governance Committee may also consult with outside advisors or retain search firms to assist in the search for qualified candidates, or consider director candidates recommended by our stockholders. In 2020, we retained a search firm to assist in identifying qualified candidates for director. The Nominating and Corporate Governance Committee has not formulated any specific minimum qualifications for director candidates, but has determined certain desirable characteristics, including independence, sound judgment, business specialization, technical skills, diversity and other desired qualities. Once potential candidates are identified, the Nominating and Corporate Governance Committee reviews the backgrounds of those candidates, evaluates candidates’ independence from us and potential conflicts of interest and determines if candidates meet the qualifications desired by the Nominating and Corporate Governance Committee of candidates for election as a director.

The Nominating and Corporate Governance Committee values the input of stockholders in identifying director candidates. Stockholders may recommend individuals to the Nominating and Corporate Governance Committee for consideration as potential director candidates by submitting the names of the recommended individuals, together with appropriate biographical information and background materials, to the Nominating and Corporate Governance Committee, 1030 Sync Street, Morrisville, North Carolina, 27560. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Nominating and Corporate Governance Committee will evaluate stockholder-recommended candidates by applying substantially the same criteria as it follows for candidates submitted by others. The Nominating and Corporate Governance Committee generally considers the following criteria:

Director Refreshment

The Board does not have a mandatory retirement age, however, the Nominating and Corporate Governance Committee formally reviews the performance of each director in determining whether to nominate each director for re-election. The average tenure of our directors is 3 years. Our Corporate Governance Guidelines and Principles also include a Director Resignation Policy. Pursuant to this policy, if one or more directors fails to receive the required vote for election or re-election, they must submit their resignation from the Board, with such resignation to be effective upon the acceptance by the Board.

Independence of Directors

Our Board has undertaken a review of the independence of our directors and has affirmatively determined that Mses. Connaughton and Harty and Messrs. Abbrecht, Allen, Dineen, Klitgaard, Maldonado, Meyers, Monaghan, and Nelson are independent within the meaning of the Nasdaq Stock Market (“Nasdaq”) rules. In evaluating and determining the independence of the directors, the Board considered that Syneos Health may have certain relationships with its directors. Specifically, the Board of Directors considered that Messrs. Allen and Maldonado are employees of Advent, and Messrs. Abbrecht and Nelson are employees of THL and that Advent and THL beneficially own 10,764,749 and 9,108,713 shares of the Company’s outstanding common stock, respectively, as of the Record Date, but the Board found that those relationships did not interfere with such directors’ independence, as defined within the meaning of the Nasdaq rules. In addition, the Board has determined that Messrs. Klitgaard and Monaghan and Mses. Connaughton and Harty meet the additional independence standards for Audit Committee members imposed by SEC regulations and the Nasdaq rules, and that Ms. Harty and Messrs. Meyers, Maldonado and Nelson meet the additional standards for independence for compensation committee members imposed by the Nasdaq rules.

In order to promote open discussion among independent directors, our Board has a policy of regularly conducting executive sessions of independent directors at scheduled meetings and at such other times requested by an independent director.

CORPORATE GOVERNANCE MATTERS

Committees of the Board

Standing Committees of the Board of Directors

Our Board of Directors has adopted Corporate Governance Guidelines and Principles and charters for our Nominating and Corporate Governance Committee, Audit Committee, and Compensation and Management Development Committee to assist the Board in the exercise of its responsibilities and to serve as a framework for the effective governance of the Company. You can access our current committee charters and our Corporate Governance Guidelines and Principles by visiting “Investors - Corporate Governance - Governance Documents” on our website at www.syneoshealth.com. The following table provides membership information of each Committee of our Board:

CORPORATE GOVERNANCE MATTERS

Audit Committee

Compensation and Management Development Committee

Nominating and Corporate Governance Committee

CORPORATE GOVERNANCE MATTERS

Meetings of the Board of Directors and Committees

During 2020, our Board held twenty-six (26) meetings. From time-to-time, our Board may determine that it is appropriate to form a special committee of its independent directors to address a particular matter(s) not specific to one of its standing committees.

All of our directors attended at least 75% of the aggregate of all meetings of the Board and all of the Committees on which they served during 2020. Although we do not have a formal written policy with respect to directors’ attendance at our annual meeting of stockholders, we generally encourage all directors to attend. All of our directors attended the annual stockholder meeting in 2020.

How the Board is Organized

Our Board is currently comprised of eleven members, divided into three classes as follows:

Upon the expiration of the initial term of office for each class of directors, each director in such class will be elected for a term of three years and will serve until a successor is duly elected and qualified or until his or her earlier death, resignation or removal. Any additional directorships resulting from an increase in the number of directors or a vacancy may be filled only by the directors then in office (as provided in our bylaws). Because only approximately one-third of our directors will be elected at each annual meeting, two consecutive annual meetings of stockholders could be required for the stockholders to change a majority of the board.

Stockholders’ Agreements

We have entered into Stockholders’ Agreements with each of Advent International Corporation (“Advent”) and entities affiliated with THL Holdco, LLC (“THL” and each a “Sponsor”, and collectively, the “Sponsors”). Pursuant to each of the Stockholders’ Agreements, from and after the time the applicable Sponsor and its affiliates beneficially own at least 5% but less than 16.5% of the then outstanding shares of the Company’s common stock, then that Sponsor may designate one Board nominee. After the applicable Sponsor and its affiliates beneficially own less than 5% of the then outstanding shares of the Company’s common stock, then such Sponsor will no longer have the right to designate any Board nominees. As of the Record Date, Advent and THL owned 10,764,749 and 9,108,713 shares of the Company’s outstanding common stock, respectively. Under the Stockholders’ Agreements, Advent has designated Mr. Allen and THL has designated Mr. Abbrecht, to be their respective designee to our Board.

In addition, each Sponsor has agreed that, until the applicable Sponsor and its affiliates beneficially own less than 5% of the then outstanding shares of the Company’s common stock, the Sponsor will attend, electronically or by proxy, all meetings of stockholders of the Company and vote, or cause to be voted, all shares of common stock held by such Sponsor with respect to any matter relating to the election or removal of directors in the manner recommended by the Board.

While the Stockholders’ Agreements provide, among other things, that the size of the Board will be nine directors, the Board has determined that the current size of eleven directors is appropriate at this time. The Company has received the requisite waivers of the size requirement from Advent and THL pursuant to the Stockholders’ Agreements.

How You Can Communicate with the Board

The Board actively values stockholder input. Stockholders who wish to communicate with members of our Board, including the independent directors individually or as a group, may attend the annual meeting, send an email to investor.relations@syneoshealth.com, or send a letter in care of our Corporate Secretary at our principal executive offices at 1030 Sync Street, Morrisville, North Carolina 27560 for forwarding to the intended recipient(s). We currently do not intend to have our Corporate Secretary screen this correspondence, but we may change this policy if directed by the Board due to the nature or volume of the correspondence. We also conduct annual stockholder outreach and would be pleased to discuss setting up an individual engagement meeting.

How the Board is Paid

Our directors who are employed by us or our subsidiaries do not receive any compensation from us for serving on our Board, although we do, like with other directors, reimburse their reasonable expenses incurred in connection with serving on our Board, including documented travel expenses to attend meetings. Currently, the only director employed by us is Alistair Macdonald.

In 2020, our standard non-employee director compensation arrangements for Board and Board committee services, as applicable, were as follows (cash fees are paid in quarterly installments):

CORPORATE GOVERNANCE MATTERS

In connection with other cost management strategies in response to the COVID-19 pandemic, in April 2020 the Board approved a thirty percent reduction in the cash retainer paid to each non-employee director exclusive of any committee stipends, for the period from May 1, 2020 to September 30, 2020.

The following table provides information related to the compensation paid in cash and stock-based awards granted to each non-employee director of our Company for the year ended December 31, 2020:

Risk Oversight and Policies Applicable to the Board

While our Company’s senior management has responsibility for the management of risk, our Board plays an important oversight role. Our Board regularly reviews our market and business risks during its meetings and each of its Committees assists the Board in the oversight and monitoring of risks associated with its respective area of responsibility.

Audit Committee

Compensation and Management Development Committee

CORPORATE GOVERNANCE MATTERS

Nominating and Corporate Governance Committee

Each of our Committees typically reports to the full Board at each quarterly Board meeting and also as appropriate on its efforts at risk oversight and on any matter that rises to the level of a material or enterprise level of risk. The Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

Code of Business Conduct and Ethics and Code of Ethics

We have adopted a Code of Business Conduct and Ethics relating to the conduct of our business by all of our employees, officers, and directors, as well as a Code of Ethics for Principal Executive Officer and Senior Financial Officers. These policies are posted under “Investors – Corporate Governance – Governance Documents” on our website at www.syneoshealth.com. We intend to post on our website all disclosures that are required by law or the Nasdaq rules concerning any amendments to, or waivers from, any provision of these codes. Additionally, we have adopted an Insider Trading Compliance Policy to establish guidelines for our employees, officers, directors, and consultants regarding transactions in our securities, and Policy Statement Guidelines for Corporate Disclosure for the disclosure of information related to our Company to the investing public, market analysts, brokers, dealers, investment advisors, the media, and any persons who are not our employees or directors.

Anti-Hedging Policy

Our Board has adopted an Insider Trading Compliance Policy, which applies to all of our directors, officers and employees. The policy prohibits our directors, officers and employees, their family members and any entities they control from purchasing financial instruments, such as prepaid variable forward contracts, equity swaps, collars, and exchange funds, or otherwise engaging in transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s equity securities, whether such securities were granted as compensation or are otherwise held, directly or indirectly.

Stock Ownership Guidelines

Our Board of Directors has adopted stock ownership guidelines for (i) our officers subject to Section 16 reporting; (ii) all other executives that report directly to the Chief Executive Officer; and (iii) non-employee directors. The Board believes that requiring these executives and non-employee directors to maintain a significant personal level of stock ownership further aligns the long-term interests of the Company’s senior management and board members with those of stockholders.

The ownership requirement may be satisfied through direct and indirect beneficial ownership of our stock, and unvested time-based restricted stock units. No outstanding unexercised stock options or performance-based restricted stock units are taken into account for purposes of satisfying these guidelines.

The ownership requirements are expressed in dollar values and are calculated as multiples of salary or retainer as follows:

The guidelines are expected to be achieved by January 1, 2022 or within five years of a person first becoming subject to the stock ownership guidelines. These guidelines do not apply to directors serving on the Board as Company stockholder designees that (i) waive the receipt of the Company equity granted as part of the director’s compensation for service on the Board; or (ii) who transfer such equity once vested to the stockholder that the director represents on the Board. Our named executive officers and non-employee directors are currently on track to meet the guidelines within the required time periods.

For executives, annual evaluations are conducted by management to assess progress toward the ownership requirement based on the stock price and base salary level at that time. Executives and directors subject to the stock ownership guidelines who have not met the ownership requirement, or are projected to not achieve the ownership requirement by the necessary date, will not be permitted to sell shares in excess of 50% of the net after-tax value of shares received under equity grants.

Additionally, the stock ownership guidelines include a market volatility provision. In the event there is a significant decline in our stock price that causes a non-employee director or executive’s holdings to fall below the applicable threshold, the non-employee director or executive will not be required to purchase additional shares to meet the applicable threshold, but such non-employee director or executive will not be able to sell or transfer any shares until the applicable threshold has again been achieved. The Compensation and Management Development Committee reviews the stock ownership guidelines and progress toward meeting ownership requirements at least annually.

Our Class I directors, Thomas Allen, Linda A. Harty and Alistair Macdonald, have been nominated to serve for a three-year term expiring in 2024. The Class II and Class III directors, who were elected for terms expiring at the annual meetings in 2022 and 2023, respectively, will remain in office.

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented by the proxy for the election as Class I directors of the persons whose names appear below, each of whom is currently a director and each of whom has consented to be named in this Proxy Statement and to serve if elected. In the event that any nominee is unable to serve or for good cause will not serve as a director at the time of the meeting, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. We do not expect that any nominee will be unable or will decline to serve as a director. If you are a beneficial owner of shares held in street name and you do not provide your broker with voting instructions, your broker may not vote your shares on the election of directors. Therefore, it is important that you vote.

The name of and certain information regarding each Class I director nominee is set forth below. For additional information regarding each Class I director and information regarding our directors remaining in office, please see “Corporate Governance Matters-Board of Directors” above. This information is based on data furnished to us by the nominees and directors. There is no family relationship between any director, executive officer or person nominated to become a director or executive officer. The business address for each nominee and director for matters regarding the Company is 1030 Sync Street, Morrisville, North Carolina 27560.

Required Vote

For each Class I director nominee to be elected, the votes cast for such nominee must exceed the votes cast against such nominee. This means that each of the Class I director nominees must receive more "FOR" votes than "AGAINST" votes in order to be elected as a Class I director. Abstentions and broker non-votes will have no effect on the election of directors.

The Board of Directors unanimously recommends that stockholders vote FOR the election of the three Class I director nominees listed below.

Class I Directors with Terms Expiring in 2021 and Subsequent Terms Expiring in 2024

Sustainability and Corporate Citizenship

As an organization, we have harnessed our employee and stockholder insights to help power our ethical, philanthropic and sustainability practices to move through our Environmental, Social and Governance (“ESG”) roadmap. Our policies, standards and responsible business practices are key to how we have stayed resilient during this difficult time. We continue to listen, learn and support one another, enabling Syneos Health to adapt to collective challenges and unique circumstances that challenged us this past year.

Navigating the COVID-19 pandemic has revealed who we are and why our work matters more than ever. Challenging times like these also make us realize how deeply connected we are as colleagues and communities. Supporting one another has extended beyond our walls to our communities and the world. During this time, it has been important that we use our resources for good above and beyond our daily work to strengthen our people, partners, planet and communities.

Our Nominating and Corporate Governance Committee assists the Board in the oversight of our ESG initiatives.

Strengthening Our People

Our Culture and Values 

Our Company culture is the foundation of our human capital programs. Our shared Purpose, Shortening the Distance from Lab to Life^®, aligns our employees and the customers we serve. This Purpose, enabled by our unique Biopharmaceutical Acceleration Model (BAM), allows Syneos Health experts to share intelligence throughout the product development lifecycle, making our solutions better and smarter along the way.

This Purpose is surrounded by three agile-oriented Values, designed to foster innovation, including Challenge the Status Quo, Collaborate to Deliver Solutions, and Passionate to Change Lives.

This environment is fueled by a belief in caring for our collective wellbeing, which we refer to as Total Self. This belief enables employees to be their authentic selves at work, fostering a diverse, equitable, and inclusive culture.

Commitment to Total Self

Our belief in Total Self is part of our agile, contemporary culture where diverse viewpoints and an inclusive, equitable space empower employees to succeed to their highest potential. As a Syneos Health community, the total health of our employees—including their emotional, physical, and community well-being—is essential to ensure they are equipped to lead satisfying and healthy professional and personal lives. This commitment includes dedicated physical well-being programs, EAP and mental health First Aid training, financial counsel, and community connections. This community focus is further bolstered by our 2019 Sustainability Report, demonstrating our commitment to our ESG efforts, which highlights the purposeful actions both our employees and the Company are making to create a more sustainable world.

Diversity, Equity and Inclusion

As a leader in developing innovative biopharmaceutical solutions, we also strive to lead our industry in our DE&I efforts. We believe that addressing complex healthcare challenges requires contributions from diverse viewpoints and an inclusive, equitable space where our employees are able to succeed to their highest potential. We strive to foster a work environment that includes and embraces racial, ethnic, and gender diversity and other individual differences. Our policies prohibit unlawful discrimination based on race, color, creed, gender, religion, marital status, age, national origin or ancestry, genetic information, physical or mental disability, medical condition, sexual orientation, gender expression or identity, or any other characteristic protected by applicable law.

Sustainability and Corporate Citizenship

The emphasis placed on DE&I by the Company and by our Board is demonstrated by the inclusion of DE&I metrics in the materials for each meeting of the Compensation and Management Development Committee of the Board. Our DE&I strategy is enabled by our DE&I Council, which was established in 2020. The DE&I Council is led by an executive leadership team member and comprised of employees who are representative of our global, regionally diverse workforce. The DE&I Council oversees and strategically plans for diversity and inclusion within our Company. The Council’s purpose is to provide strategic structure to enable internal progress towards our goals and to positively impact our people, customers and communities. These three DE&I pillars – People, Customers and Community – help guide our efforts to make a meaningful difference within our organization and beyond.

People includes participation in the CEO Action for Diversity & Inclusion Pledge and McKinsey’s Black Leadership Academy Program, mandatory Unconscious Bias Training requirements, formal mentoring and enhancing our Employee Resource Groups (“ERG”) including the following ERG efforts:

Nearly 1,000 employees across the world participate in these ERGs where grassroots, employee-designed efforts are complemented with external resources such as the Healthcare Businesswomen’s Association development and recognition programs.

A 2021 initiative is underway, to increase the diversity in our leadership (director and above). This diversity lens extends across the globe and employee journey. As of December 31, 2020, 67% of our total workforce were women. Additionally, 57% of our management roles at director level and above were women and 20% of female directors and above in the United States were ethnic minorities. As of December 31, 2020, 32% of our employees in the United States represented ethnic minority groups and 19% of directors and above in the United States were ethnic minorities. As of December 31, 2020, our Veteran population was 11% of United States employees.

Customer actions include advancing our integrated approach to driving greater patient diversity in clinical trials through education, grounded in a conscious call to action within the industry and with our customers. This includes internal Diversity in Clinical Trials webinar training and an external four part webinar series—Blazing a Trail to Clinical Trial Diversity—where our experts, in partnership with our customers, discuss increasing trial diversity, overcoming operational challenges, case studies for success and the future.

In addition, in 2020, we acquired Illingworth Research Group, a leading global provider of clinical research home health services, which enables clinical trial participation from the comfort and safety of a patient’s own home, school, or place of work. This decentralized component serves as an extension of the on-site study team and allows performance of study activities—including data collection—on behalf of the site. This capability allows us to meet study participants where they are, driving greater patient diversity by minimizing barriers to participation.

Community actions include identifying one organization per region and exploring partnerships to help advance our DE&I goals and support employee actions such as volunteering, pro bono work and charitable giving.

We continue to build momentum in our determined, action-oriented approach to building our DE&I strategy with intention and purpose.  

SUSTAINABILITY AND CORPORATE CITIZENSHIP

People Data Snapshot

Global Gender Data

The charts below show the gender diversity of all employees worldwide and leaders at the director level and above worldwide. This data reflects our ongoing focus to support gender diversity at multiple levels within the Company.

United States Ethnicity Data

The charts below show the racial and ethnic identity of our United States employees and leaders at the director level and above. This data has helped to inform 2021 initiatives around increasing our diversity at the leadership level.

Sustainability and Corporate Citizenship

Safety and Health 

The health and safety of our employees and their families, our customers, patients and our communities are our primary focus. We work diligently with our customers and regulatory agencies to continuously monitor our employees’ working conditions and implement measures to ensure their wellness.

During 2020, in response to the pandemic, we implemented extensive safety measures throughout our Company to protect our employees from COVID-19, enabling the organization to continue to work with customers pursuing innovative ways to get effective therapies to patients as quickly as possible. These efforts included adherence to stringent safety protocols for employees working at clinical study sites and healthcare providers, and the interim movement of our office-based staff to remote working environments. These efforts were further supported by extensive internal and external CEO-led communications making all stakeholders aware of the precautions taken to protect the health and safety of our employees and their families, our customers, patients, and communities.

Ongoing Business Continuity Planning has supported employees as many faced transition dynamics with family returning to schools and workplaces, evolving trends in COVID-19 cases and variants, and a deliberate, ongoing path toward reactivation.

Recruitment, Retention and Development

The primary ways we recruit and retain employees are by (1) ensuring that our compensation and benefits are competitive in our industry and in local labor markets; and (2) ensuring our leadership and internal programs support our Total Self culture and Values.

Our Global Talent Acquisition Team leverages numerous resources including industry networks, online and social media platforms, university relations, and industry-focused career events to source talent for open positions. Candidates are thoroughly screened and evaluated against job-specific skills, experience, and education criteria.

We regularly evaluate our compensation and benefit programs using external market data and feedback from our Global Talent Acquisition Team, and have established processes in place to make necessary revisions.

We have an extensive, award-winning training program that provides regulatory, business, foreign language, and management training and other opportunities for professional and personal development and mentorship. Our support for career development and compliance has been recognized by the International Accrediting Organization for Clinical Research (IAOCR) with a prestigious Silver Accreditation, Syneos Health being the only CRO to have received this distinction.

Training is offered in online, self-directed sessions as well as group settings. Specific training highlights for 2020 include Unconscious Bias and Data Privacy training for all employees which saw a 95% completion rate company-wide.

Listening and Learning

As a high-value solutions organization, our employees fuel our business. We are committed to listening at key moments that matter, learning and deploying actionable insights to shape the empowered employee experience. Key elements of our listening strategy include our annual engagement survey conducted Company-wide and regular pulse surveys conducted monthly and/or bi-weekly within our teams. Results from our annual 2020 engagement survey continue to show Syneos Health trending in the right direction, with 72% of employees having a favorable view of the Company, representing an eight-point increase (year-over-year) from 2019. As a post-merger organization we continue to focus on our employee engagement, creating an empowered employee experience and cultivating an employer brand that’s recognized and admired in the marketplace.

For these combined efforts, the Company was named to Forbes list of the World’s Best Employers in 2020, ranking highest among our competitive set—biopharmaceutical outsourcing organizations. This recognition was realized just three years into the Company’s journey to create a leading insights-driven, product development organization that is fueled by top talent and a collaborative culture.

Strengthening Our Partners

SUSTAINABILITY AND CORPORATE CITIZENSHIP

Strengthening Our Planet

At Syneos Health, we are conscious of our impact on the environment and believe in doing more than just “what’s required.” While our operations create few environmental risks, we're committed to reducing our impact on our physical environment and supporting the shift to a low-carbon economy through efforts focused on reducing our carbon footprint, enhancing our recycling programs and reducing our energy use. Our sustainability efforts are focused on three areas where we believe we can deliver the highest impact:

Strengthening Our Communities

Syneos Health is only as strong as our people and the communities that nurture them. Rooted in our shared purpose – Shortening the distance from lab to life – our 25,000 employees are passionate about improving lives and the health of the places where we live and work through employee-driven philanthropic and volunteer efforts. Over the past two years, Syneos Health has supported our communities through donations to more than 40 health-related and disaster-relief organizations.

For More Information

Our 2019 Sustainability Report, aligned with the Sustainability Accounting Standards Board (SASB) disclosure recommendations, provides additional information on our efforts to strengthen our planet and our community as well as our responsible business practices, and is available on our website at https://www.syneoshealth.com/esg.

Recognition

We regularly receive recognition for both what we do and how we do it. In 2020 some of these recognitions included:

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of our common stock as of March 19, 2021, unless otherwise noted below, for the following:

Applicable percentage ownership is based on 104,219,970 shares of our common stock outstanding as of March 19, 2021, unless otherwise noted below, together with applicable options for each stockholder. Beneficial ownership is determined in accordance with the rules of the SEC, based on factors including voting and investment power with respect to shares. Common stock subject to stock options currently exercisable, or exercisable within 60 days after March 19, 2021, are deemed outstanding for the purpose of computing the percentage ownership of the person holding those stock options, but are not deemed outstanding for computing the percentage ownership of any other person. Unless otherwise indicated, the address for each listed stockholder is c/o Syneos Health, Inc., 1030 Sync Street, Morrisville, North Carolina 27560. Each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Executive Compensation and Other Matters

Compensation Committee Report

The Compensation and Management Development Committee has reviewed and discussed the following Compensation Discussion and Analysis (“CD&A”), with our Company’s management. Based on this review and discussion, the Compensation and Management Development Committee recommended to our Board that the CD&A be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which is filed with the SEC.

THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS

KENNETH F. MEYERS, Chair

LINDA A. HARTY

JOHN MALDONADO

JOSHUA M. NELSON

Contents of the Compensation Discussion and Analysis

Compensation Discussion and Analysis

Executive Summary

Response to the COVID-19 Pandemic

Throughout the COVID-19 pandemic, the safety and wellbeing of our employees, the success of our customers, and the stability of our business for our stockholders have been our priorities. In February 2020 we quickly established a cross-functional Transition Management Office to oversee and govern employee health and safety, compliance with government and health authorities’ guidance and mandates, and business continuity. Although the COVID-19 pandemic has adversely affected our business and results of operations, our management and Board made changes throughout the year to preserve our workforce to ensure our future success for stockholders, customers, and employees.

Compensation Discussion and analysis

Our Company

We are a leading global biopharmaceutical solutions organization providing a full suite of clinical and commercial services to customers in the pharmaceutical, biotechnology, and healthcare industries. We offer both stand-alone and integrated biopharmaceutical product development solutions ranging from Early Phase (Phase I) clinical trials to the full commercialization of biopharmaceutical products, with the goal of increasing the likelihood of regulatory approval and commercial success.

Our operations are divided into two reportable segments, Clinical Solutions and Commercial Solutions, to reflect the structure under which we operate, evaluate our performance, make strategic decisions, and allocate resources. We pay for performance and believe our compensation philosophy, discussed in the section below, is effective, market-appropriate and in line with stockholder expectations.

Named Executive Officers

This Compensation Discussion and Analysis (“CD&A”) provides information regarding our compensation program and describes the compensation packages for the following individuals, whom we refer to in this Proxy Statement as our NEOs:

Our Executive Compensation Program

Our compensation strategy has consistently focused on providing total compensation packages designed to attract and retain high-caliber executives and to incentivize them to achieve company performance goals that are closely aligned with stockholder interests. We emphasize pay-for-performance and long-term value creation for our stockholders, compensating our executives with a combination of base salary, short-term cash incentives and long-term equity incentives, with our incentive compensation opportunity being weighted more heavily than base salary. Accordingly, a significant portion of our executives’ compensation is at risk. We believe these elements combined with retirement, other benefits and severance provide clear accountability and rewards for producing results.

We believe our Company is competitive with our peer group and ensures our NEOs have appropriate incentives to deliver short-term results, while also creating long-term stockholder value.

Compensation Philosophy

Our executive compensation philosophy is designed to align pay with performance. Our executives are accountable for the performance of the business and are compensated based on that performance. Our executive compensation programs are designed to attract and retain top executive talent and motivate them to achieve outstanding operational and financial performance through our company values. This performance, in turn, builds value for our stockholders.

The Compensation and Management Development Committee (referred to in this CD&A as the “Committee”) seeks to achieve the following goals in connection with our executive compensation program and decisions regarding individual compensation:

Compensation Discussion and analysis

Elements of our Executive Compensation Program

Overall, the Committee believes the Company’s executive compensation policies and programs are effective, market-appropriate, and in line with stockholder expectations. The following key elements of our executive compensation program are designed to align the interests of our NEOs and other senior executives with the interests of our stockholders: