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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
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Soliciting Material Pursuant to §240.14a-12.
SYNEOS HEALTH, INC.
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Notice of 2018 Annual Meeting
and Proxy Statement




http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12184993&doc=3
3201 Beechleaf Court, Suite 600
Raleigh, North Carolina 27604
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2018
To the Stockholders of Syneos Health, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders of Syneos Health, Inc. (the “Company” or “Syneos Health™”) will be held on May 24, 2018 at The Carolina Inn, 211 Pittsboro St., Chapel Hill, North Carolina 27516 at 8:00 a.m. EDT. The meeting is called for the following purposes:
1.
To elect the three Class I directors named in the Proxy Statement for a term expiring at the 2021 annual meeting of stockholders or until their successors have been elected and qualified;
2.
To hold an advisory (nonbinding) vote on executive compensation;
3.
To approve the Syneos Health, Inc. 2018 Equity Plan;
4.
To approve the Syneos Health, Inc. 2016 Employee Stock Purchase Plan (as Amended and Restated);
5.
To ratify the appointment of the Company’s independent auditors Deloitte & Touche LLP; and
6.
To consider and take action upon such other matters as may properly come before the meeting or any adjournment or postponements thereof.
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 27, 2018, you are entitled to receive this Notice and vote at the Annual Meeting of Stockholders and any adjournments or postponements thereof, provided that the board of directors (the “Board”) may fix a new record date for an adjourned meeting. Our stock transfer books will not be closed. During ordinary business hours in the 10-day period preceding the meeting, you may examine, for any purpose related to the meeting, a list of the stockholders entitled to vote at the meeting at our principal executive offices in Raleigh, North Carolina.
We are pleased to take advantage of the U.S. Securities and Exchange Commission (the “SEC”) rules that allow us to furnish these proxy materials (including an electronic Proxy Card for the meeting) and our 2017 Annual Report to Stockholders, including financial statements, via the Internet. On or about April 13, 2018, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2017 Annual Report to Stockholders and how to vote. We believe that posting these materials on the Internet enables us to provide stockholders with the information they need to vote more quickly, while lowering the cost and reducing the environmental impact of printing and delivering annual meeting materials.




 
You are cordially invited to attend the meeting. Whether or not you expect to attend, the Board respectfully requests that you vote your stock in the manner described in the Proxy Statement. 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.,
 
/s/ Michael A. Bell
Michael A. Bell
Chairman of the Board
Raleigh, North Carolina
Dated:
April 13, 2018




SYNEOS HEALTH, INC.
Proxy Statement
for the
Annual Meeting of Stockholders
To Be Held May 24, 2018
TABLE OF CONTENTS
                
 
Page
 
 
ii 


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SYNEOS HEALTH, INC.
PROXY STATEMENT
2018 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 24, 2018
Information Concerning Solicitation and Voting
This Proxy Statement is furnished to the holders of our common stock in connection with the solicitation of proxies on behalf of the Board for use at the Annual Meeting of Stockholders to be held on May 24, 2018 at 8:00 a.m. EDT at The Carolina Inn, 211 Pittsboro St, Chapel Hill, North Carolina 27516 for use at any adjournment or postponement thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders.
In accordance with the rules of the SEC, instead of mailing a printed copy of our proxy materials to each stockholder of record, we are furnishing the Notice, this Proxy Statement, our 2017 Annual Report to Stockholders, including financial statements, and a Proxy Card for the meeting, by providing access to them on the Internet to save printing costs and benefit the environment. These materials were first available on the Internet on or about April 13, 2018 and are available for viewing, printing and downloading at www.proxyvote.com. All materials will remain posted on www.proxyvote.com at least until the conclusion of the meeting. The Notice, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2017 are also available, free of charge, in PDF and HTML format under “Investor Relations – Financial Information  – SEC Filings” on our website at www.syneoshealth.com.
We mailed a Notice of Internet Availability of Proxy Materials on or about April 13, 2018 to our stockholders of record as of March 27, 2018, the record date for the meeting. The Notice of Internet Availability of Proxy Materials and this Proxy Statement contain instructions for accessing and reviewing our proxy materials on the Internet and for voting by proxy over the Internet. Only stockholders of record at the close of business on March 27, 2018 are entitled to notice of and to vote at the meeting. You will need to obtain your own Internet access if you choose to access the proxy materials and/or vote over the Internet. If you prefer to receive printed copies of our proxy materials, the Notice of Internet Availability of Proxy Materials contains instructions on how to request the materials by mail. You will not receive printed copies of the proxy materials unless you request them. If you elect to receive the materials by mail, you may also vote by proxy on the Proxy Card or Voter Instruction Card that you will receive in response to your request.
If your shares are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, a stockholder of record. As a stockholder of record, you may vote by proxy in any one of the following ways:
Via the Internet by accessing the proxy materials on the secured website www.proxyvote.com and following the voting instructions on that website;
Via telephone by calling toll free 1-800-690-6903 and following the recorded instructions; or
By requesting that printed copies of the proxy materials be mailed to you pursuant to the instructions provided in the Notice of Internet Availability and completing, dating, signing and returning the Proxy Card that you receive in response to your request.
The Internet and telephone voting procedures are designed to authenticate stockholders’ identities by use of a control number to allow stockholders to vote their shares and to confirm that stockholders’ instructions have been properly recorded. Voting via the Internet or telephone must be completed by 11:59 p.m. EDT on May 23, 2018. Of course, if you are a record holder you can always come to the meeting and vote your shares in person. You will need to present a form of personal photo identification in order to be admitted to the meeting. If you submit or return a Proxy Card without giving specific voting instructions, your shares will be voted as recommended by the Board, as permitted by law.

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If your shares are held in a brokerage account or by another nominee or trustee, you are considered the beneficial owner of shares. In that case, the Notice of Internet Availability of Proxy Materials or proxy materials have been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As a beneficial owner, you should direct your broker, bank or other holder of record on how to vote your shares by using the voting instructions included in the Notice of Internet Availability or proxy materials. You are also invited to attend the meeting in person. Because a beneficial owner is not the stockholder of record, you may not vote your shares in person at the meeting unless you obtain a “legal proxy” from the broker, nominee or trustee that holds your shares, giving you the right to vote the shares at the meeting.
Whether you are a stockholder of record or beneficial owner of shares, you can revoke your proxy before your shares are voted at the meeting. If you are a stockholder of record, you may:
File a written notice of revocation bearing a later date than the proxy with our Corporate Secretary at 3201 Beechleaf Court, Suite 600, Raleigh, North Carolina 27604 before the meeting;
Duly execute a later-dated proxy relating to the same shares and deliver it to our Corporate Secretary at 3201 Beechleaf Court, Suite 600, Raleigh, North Carolina 27604 before the meeting;
Attend the meeting and vote in person (although attendance at the meeting will not in and of itself constitute a revocation of a proxy); or
If you voted by telephone or via the Internet, vote again by the same means prior to 11:59 p.m. EDT on May 23, 2018 (your latest telephone or Internet vote, as applicable, will be counted and all earlier votes will be disregarded).
If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other holder of record. You may also vote in person at the meeting by obtaining a “legal proxy” from them as previously described.
Each holder of our common stock is entitled to one vote for each share held as of the record date with respect to all matters that may be considered at the meeting. Stockholder votes will be tabulated by persons appointed by the Board to act as inspectors of election for the meeting. As of March 27, 2018, there were 103,803,581 shares of our common stock outstanding and entitled to vote at the meeting.
A majority of our outstanding shares of capital stock entitled to vote as of the record date must be present at the meeting in order for us to hold the meeting and conduct business. This is called a quorum. Your shares will be counted as present at the meeting if you: (1) are present and entitled to vote in person at the meeting; or (2) properly submitted a Proxy Card or Voter Instruction Card. In accordance with Delaware law, abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum at the meeting. If you are present in person or by proxy at the meeting, but do not vote on any or all proposals, your shares are still counted as present and entitled to vote. Each proposal listed in this Proxy Statement identifies the votes needed to approve or ratify the proposed action. As of March 27, 2018, we are not aware of any other matters to be submitted for consideration at the meeting. If any other matters are properly brought before the meeting, the policy named in the Proxy Card or Voter Instruction Card will vote the shares it represents using its best judgment.
We bear the expense of soliciting proxies. Our directors, officers, or employees may also solicit proxies personally or by telephone, telegram, facsimile, or other means of communication. We do not intend to pay additional compensation for doing so. In addition, we might reimburse banks, brokerage firms, and other custodians, nominees, and fiduciaries representing beneficial owners of our common stock, for their expenses in forwarding soliciting materials to those beneficial owners.
We plan to announce the preliminary voting results at the meeting. We will publish the final results in a Form 8-K filed with the SEC within four business days of the meeting.

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PROPOSAL ONE
ELECTION OF DIRECTORS
Nominees
Our Board currently consists of ten members and is divided into three classes, the members of which each serve for a staggered three-year term or until a successor has been elected and qualified. The term of office of one class of directors expires each year in rotation so that one class is elected at each annual meeting for a full three-year term. Our Class I directors, Thomas Allen, Linda S. Harty and Alistair Macdonald, have been nominated to fill a three-year term expiring in 2021. The two other classes of directors, who were elected or appointed for terms expiring at the annual meetings in 2019 and 2020 will remain in office.
If you are a stockholder of record, unless you mark your Proxy Card to withhold authority to vote, the proxy holder will vote the proxies received by it for the three Class I nominees named 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 or declines to serve as a director at the time of the meeting, your proxy will be voted for any nominee designated by the Board to fill the vacancy. 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 nominee as of March 27, 2018 is set forth below, together with information regarding our directors remaining in office. 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 for matters regarding the Company is 3201 Beechleaf Court, Suite 600, Raleigh, North Carolina 27604.
Class I Nominees with Terms Expiring in 2021  
Name
 
 Age
 
Position(s) with Syneos Health, Inc.
 
Director Since
Thomas Allen

40

Director

August 2017
Linda S. Harty
 
57
 
Director
 
March 2017
Alistair Macdonald
 
48
 
Chief Executive Officer and Director
 
October 2016
Class II Directors with Terms Expiring in 2019  
Name
 
 Age
 
Position(s) with Syneos Health, Inc.
 
Director Since
Todd Abbrecht

49

Director

August 2017
Michael A. Bell

62

Chairman of the Board

August 2017
William E. Klitgaard

65

Director

March 2017
John Maldonado

42

Director

August 2017
Class III Directors with Terms Expiring in 2020
Name
 
 Age
 
Position(s) with Syneos Health, Inc.
 
Director Since
Kenneth F. Meyers
 
56
 
Director
 
October 2016
Matthew E. Monaghan
 
50
 
Director
 
October 2016
 Joshua M. Nelson

45

Director

August 2017

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Class I Director Nominees
Below each nominee’s biography is an assessment of the nominee’s qualifications, attributes, skills and experience that led us to believe that each nominee is well qualified to serve on the Board.
Thomas Allen — Director
Thomas Allen is an independent director who joined our Board in August 2017 and serves as Chair of the Nominating and Corporate Governance Committee. Mr. Allen has served as Managing Director, Advent International plc, an affiliate of Advent International Corporation (“Advent”) focusing on investments in the healthcare sector, since January 2014. He has worked at Advent since 2004. Prior to joining Advent, he worked at Arthur Andersen and KPMG as part of the firms’ London private equity teams. Mr. Allen is currently a member of the board of Mediq, a provider of medical devices and care solutions, where he serves on the Audit Committee, and on the board of Advent International plc. Mr. Allen previously served on the boards of inVentiv Health, Inc. (“inVentiv”) and Priory Group. Mr. Allen received his Bachelor of Arts degree in economics from the University of Manchester and is a qualified accountant.
We believe Mr. Allen’s extensive experience in the healthcare sector as well as his finance background is of great benefit to the Company. For these reasons, we believe Mr. Allen is well qualified to serve on the Board and its committees.
Linda S. Harty — Director
Linda S. Harty is an independent director who joined our Board in March 2017, and is a member of the Audit Committee and Compensation Committee. Ms. Harty became our Lead Independent Director in August 2017. Ms. Harty previously served as Vice President, Treasurer of Medtronic, a global company specializing in medical technology, services and solutions. Ms. Harty also served as Executive Vice President, Treasurer at Cardinal Health and has held financial leadership positions at RTM Restaurant Group, BellSouth, ConAgra and Kimberly-Clark. Ms. Harty earned her undergraduate degrees in finance and economics from the University of Wisconsin – Oshkosh, and furthered her studies in accounting at Georgia State University, passing the CPA exam in 1991. Ms. Harty is on the board of directors at Parker Hannifin (NYSE: PH), a Fortune 250 global leader in motion and control technologies, where she serves as Chair of the Audit Committee. Ms. Harty is also on the board of directors of Westinghouse Air Brake Technologies Corporation (NYSE: WAB), a leading supplier of value-added technology-based products and services for freight rail, passenger transit and select industrial markets, and is the Chair of the Audit Committee.
We believe Ms. Harty’s extensive global experience in senior finance and accounting leadership and board positions across a variety of industries brings to our Board important skills and ability to provide insights regarding finance-related activities. For these reasons, we believe Ms. Harty is well qualified to serve on the Board and its committees.
Alistair Macdonald — Chief Executive Officer and Director
Alistair Macdonald has been our Chief Executive Officer and a member of our Board since October 2016. He joined our Company in 2002 and has served in various senior leadership roles during that time. Prior to his current role, Mr. Macdonald most recently served as our President from January 2015 to October 2016 and as Chief Operating Officer from January 2013 to October 2016. He also served as President, Clinical Development Services from March 2012 to January 2013, Executive Vice President of our Global Oncology Unit from February 2011 to March 2012, Executive Vice President, Strategic Development from October 2009 to February 2011, and Senior Vice President, Biometrics from May 2002 to September 2009. He received his Master of Science in Environmental Diagnostics from Cranfield University.
We believe Mr. Macdonald brings to our Board valuable perspective and experience as our Chief Executive Officer, and as a former Chief Operating Officer of our Company, as well as extensive knowledge of the contract research organization (“CRO”) and biopharmaceutical industries, all of which qualify him to serve as one of our directors.

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Other Directors Not Up For Re-Election at this Meeting
Todd M. Abbrecht — Director
Todd M. Abbrecht is an independent director who joined our Board in August 2017 and is a member of the Nominating and Corporate Governance Committee. Mr. Abbrecht is the Head of Private Equity at Thomas H. Lee Partners L.P. (“THL”) and is a member of the firm’s management committee. Prior to joining THL, Mr. Abbrecht worked at Credit Suisse First Boston in its mergers and acquisitions department. Mr. Abbrecht earned his BSE in finance from the Wharton School of the University of Pennsylvania and his MBA from Harvard Business School. Mr. Abbrecht currently serves on the board of directors of CSafe Global, Curo Health Services, Fogo de Chão (NASDAQ: FOGO), Healthcare Staffing Services, Intermedix Corporation, Party City Holdco (NYSE: PRTY), PCI Pharma Services and Professional Physical Therapy.
We believe Mr. Abbrecht’s extensive experience with healthcare services companies and serving on the boards of public companies, as well as his ability to provide insights regarding strategic and finance-related activities is valuable to our Board. For these reasons, we believe Mr. Abbrecht is well qualified to serve on the Board and its committees.
Michael A. Bell — Chairman of the Board
Michael A. Bell joined our Board in August 2017 as the Executive Chairman and is currently the Chairman of the Board. He also served as President of the Commercial Division of the Company from August 1, 2017 to December 1, 2017. Prior to the Company’s merger with inVentiv, Mr. Bell served as CEO and Chairman of inVentiv, bringing to the organization three decades of business management and operational expertise at leading global services companies through every stage of growth. Before to joining inVentiv Health, Mr. Bell served as Senior Executive Vice President of John Hancock Financial Services, reporting to the Chairman and CEO. Mr. Bell also cofounded and helped lead the Monitor Group, where he partnered with and provided counsel to companies across the healthcare delivery continuum. Mr. Bell also served as a Managing Partner and Founder of Monitor Clipper Partners, a private equity firm, where he specialized in professional services, procurement outsourcing and pharmaceutical marketing services. Mr. Bell is a director and serves on the compensation committee of Federal Street Acquisition Corporation (NASDAQ: FSACU). Mr. Bell received his Bachelor's degree from The Wharton School at the University of Pennsylvania and his MBA from Harvard Business School. He also serves as Chairman Emeritus of the Brigham and Women’s Hospital and holds other leadership positions with not-for-profit organizations.
Mr. Bell’s experience in managing high-growth professional services firms and identifying strategic synergies and operational efficiencies brings to our Board skills that are invaluable as the Company moves forward as a fully integrated biopharmaceutical solutions organization. For these reasons, we believe Mr. Bell is well qualified to serve on the Board.
William E. Klitgaard — Director
William E. Klitgaard is an independent director who joined our Board in March 2017, and is the Chair of the Audit Committee. Mr. Klitgaard currently serves on the Board of Directors at Liaison Technologies, a private company that provides cloud data brokerage services. He also is a professional consultant in the IT industry. Mr. Klitgaard served as President of Enlighten Health, a division of LabCorp that focuses on innovation and creation of new information-based services utilizing core assets of LabCorp and Covance. Previously, he spent 19 years at Covance, one of the world’s largest contract research organizations, where he served for three years as Corporate Senior Vice President and Chief Information Officer and nearly twelve years as Corporate Senior Vice President and Chief Financial Officer. Prior to his time at Covance, Mr. Klitgaard held finance leadership positions at Kenetech Corporation and Consolidated Freightways, Inc. Mr. Klitgaard completed his undergraduate studies in economics at the University of California at Berkeley, followed by his master’s degree at the Sloan Management School, Massachusetts Institute of Technology.
We believe Mr. Klitgaard’s experience in the CRO industry, including his experience in finance and information technology brings to our Board skills that are critical to our business and an understanding of the

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industry as we continue to expand globally. For these reasons, we believe Mr. Klitgaard is well qualified to serve on the Board and its committees.
John Maldonado — Director
John Maldonado is an independent director who joined our Board in August 2017 and is a member of the Compensation Committee. Mr. Maldonado is a Managing Partner at Advent, focused on buyouts in the healthcare, financial and business services sectors. Prior to joining Advent, he worked at Bain Capital, Parthenon Capital and The Parthenon Group. Mr. Maldonado currently serves on the board of Genoa, a QoL Healthcare Company providing pharmacy and tele-psychiatry services, where he serves on the Audit Committee and Compliance Committee. Mr. Maldonado is also on the board of directors of ATI Holdings, Inc., a provider of outpatient physical therapy, where he serves on the Audit Committee and Compliance Committee and Cotiviti Holdings, Inc. (NYSE: COTV), a leading provider of analytics-driven payment accuracy solutions, focusing primarily on the healthcare sector, where he serves on the Compensation and Nominating and Governance Committees. He has previously served on the boards of American Radiology Services, inVentiv, Managed Healthcare Associates, Skillsoft and Vantiv. Mr. Maldonado received his bachelor’s degree in mathematics, summa cum laude, from Dartmouth College and his MBA, with high distinction, as a Baker Scholar from Harvard Business School.
We believe Mr. Maldonado’s financial, accounting, acquisition and business experience in the health and life sciences industry, combined with his experience serving on boards, brings important skills to our organization that qualify him to serve as one of our directors. For these reasons, we believe Mr. Maldonado is well qualified to serve on the Board and its committees.
Kenneth F. Meyers — Director
Kenneth F. Meyers is an independent director who joined our Board in October 2016, and is the Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee. Mr. Meyers currently serves as Senior Vice President and Chief Human Resources Officer at Hill-Rom, a global medical technology company, a position he has held since 2015. He previously held the same role at Hospira, Inc., a manufacturer and distributor of generic injectable pharmaceuticals, biosimilars and medical devices, from 2008 until its acquisition by Pfizer, Inc. in 2015. From 2004 to 2008, Mr. Meyers was a partner with Mercer/Oliver Wyman, a consulting firm specializing in leadership development. He also has served in senior human resources roles for Starbucks Coffee International, The Gymboree Corporation, Walt Disney Imagineering and United Technologies Corporation.
Mr. Meyers serves on the board of directors for Elyssa’s Mission, a community-based non-profit organization dedicated to preventing teen suicide. He also is a member of the board of directors and Chair of the Compensation Committee for The Henry P. Kendall Foundation, an organization working to create healthy and sustainable food systems in New England. Mr. Meyers holds a bachelor’s degree with dual majors in International Business and Human Resource Management from the Wharton School of the University of Pennsylvania, and an MBA from the Harvard Business School.
We believe Mr. Meyers’ direct knowledge of the challenges associated with building a global workforce in the biopharmaceutical industry from an HR perspective is invaluable to us as we continue to expand worldwide. For these reasons, we believe Mr. Meyers is well qualified to serve on the Board and its committees.
Matthew E. Monaghan — Director
Matthew E. Monaghan is an independent director who joined our Board in October 2016, and is a member of the Audit Committee and Nominating and Corporate Governance Committee. Mr. Monaghan currently serves as President and Chief Executive Officer at Invacare Corporation (NYSE: IVC), a medical device manufacturer for the home and long-term healthcare markets, a position he has held since April 2015. Mr. Monaghan was named Chairman of the Invacare Board in May 2015. He served as Senior Vice President, Global Hips and Reconstructive Research for Zimmer Holdings, Inc., a global company that designs, develops, manufactures and markets orthopedic reconstructive, spinal and trauma devices, dental implants, and related surgical products from 2014 to 2015. He also served as Vice President and General Manager, Global Hips Business at Zimmer from 2009 through 2013. Mr.

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Monaghan also has served as Operating Executive for Texas Pacific Group from 2006 to 2009 and at Cerberus Capital Management from 2003 to 2005. He started his career in the aerospace, medical and other industrial businesses of General Electric.
Mr. Monaghan is a trustee of Cleveland Clinic Avon Lake Hospital. He holds a Bachelor’s degree in Mechanical Engineering from Cornell University, a Master’s degree in Mechanical Engineering from MIT and an MBA from INSEAD in France.
We believe Mr. Monaghan’s nearly three decades of experience in medical device development, operating management for private equity investors, and manufacturing will be valuable as the Company continues to develop these capabilities. For these reasons, we believe Mr. Monaghan is well qualified to serve on the Board and its committees.
Joshua M. Nelson — Director
Joshua M. Nelson is an independent director who joined our Board in August 2017 and serves on the Compensation Committee. Since 2003, Mr. Nelson has been an investment professional at THL, where he is currently a Managing Director and Head of Healthcare. Prior to joining THL, he worked at JPMorgan Partners, the private equity affiliate of JPMorgan Chase. Mr. Nelson currently serves on the board of CSafe Global, Curo Health Services, Healthcare Staffing Services, Intermedix Corporation, Party City Holdco (NYSE: PRTY), and Professional Physical Therapy, and he previously served on the board of 1-800 CONTACTS, Inc. Mr. Nelson received his Bachelor of Arts in political science, summa cum laude, from Princeton University and his MBA, with honors, from Harvard Business School.
We believe Mr. Nelson’s experience investing in and managing various healthcare companies, his skills related to analyzing and understanding a company’s financial conditions, and his broad prospective related to strategic planning is a great benefit our organization. For these reasons, we believe Mr. Nelson is well qualified to serve on the Board and its committees.
Stockholders’ Agreements
In connection with our merger with inVentiv, we entered into Stockholders’ Agreements with each of Advent and THL (each a “Sponsor”, and collectively, “Sponsors”). Pursuant to each of the Stockholders’ Agreements, if the applicable Sponsor and its affiliates beneficially own at least 16.5% of the then outstanding shares of Company common stock, then the Sponsor may designate two nominees to the Board. 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 Company 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 Company common stock, then such Sponsor will no longer have the right to designate any Board nominees. The Stockholders’ Agreements also provide the applicable Sponsor with the right, subject to certain limitations, to designate its Board nominees that have been elected to the Board to serve as members of certain committees of the Board as set forth in each of the Stockholders’ Agreements.
The Stockholders’ Agreements also provide, among other things, that until the Company’s 2019 Annual Meeting, Michael A. Bell will serve as the Executive Chairperson of the Board, and thereafter the size of the Board will be reduced to nine directors.
As reported on Schedules 13Ds filed on August 10, 2017, Advent and THL owns approximately 21.7% and 24.4% of the shares of the Company’s outstanding common stock, respectively.

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Required Vote
The three Class I director nominees receiving the affirmative vote of more than 50% of the votes cast at the annual meeting shall be elected as Class I directors. In accordance with Delaware law, votes withheld from any nominee are counted for purposes of determining the presence or absence of a quorum for the transaction of business, but they have no legal effect on the election of directors. While broker non-votes will be counted for purposes of determining the presence or absence of a quorum, they will not be counted for purposes of determining the number of shares represented and voted with respect to the particular proposal on which the broker has expressly not voted and, accordingly, will not affect the election of directors.

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

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CORPORATE GOVERNANCE MATTERS

Information about the Board of Directors
The Board currently comprises ten members, divided into three classes as follows: Class I, consisting of Thomas Allen, Linda S. Harty and Alistair Macdonald; Class II, consisting of Todd Abbrecht, Michael A. Bell, William E. Klitgaard and John Maldonado; and Class III, consisting of Kenneth F. Meyers, Matthew E. Monaghan and Joshua M. Nelson. 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 by the directors then in office or the stockholders (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.
As Chairman of the Board, Mr. Bell has authority to, among other things, call and preside over meetings of the Board, set meeting agendas, and determine materials to be distributed to the Board. As Lead Independent Director, Ms. Harty has authority to, among other things, preside at executive sessions of independent directors, review and approve meeting agendas and serve as a liaison between the Chairman, Chief Executive Officer and independent directors. Accordingly, Mr. Bell and Ms. Harty have substantial ability to shape the work of the Board.
We have separated the position of Chairman of the Board and that of 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 Chairman of the Board and Chief Executive Officer. We believe our leadership structure is appropriate given the size of our Company in terms of number of employees and the historical experience and understanding of our Company and industry of each of Ms. Harty and Messrs. Bell and Macdonald.
Independence of Directors
Effective March 1, 2017, Linda S. Harty and William E. Klitgaard joined the Board; Ms. Harty was appointed as a member of the Audit Committee; and Mr. Klitgaard was appointed as Chair of the Audit Committee.
Effective August 1, 2017, Messrs. Abbrecht, Allen, Bell, Maldonado and Nelson joined the Board; Messrs. Maldonado and Nelson were appointed as members of the Compensation Committee; Mr. Abbrecht was appointed as a member of the Nominating and Corporate Governance Committee; and Mr. Allen was appointed as Chair of the Nominating and Corporate Governance Committee.
Our Board has undertaken a review of the independence of our directors and has affirmatively determined that Messrs. Abbrecht, Allen, Klitgaard, Maldonado, Meyers, Monaghan, and Nelson, and Ms. Harty are independent within the meaning of the NASDAQ listing rules and Messrs. Klitgaard, and Monaghan, and Ms. Harty meet the additional test for independence for Audit Committee members imposed by the SEC regulations and the NASDAQ listing rules.     
Executive Sessions of Non-Employee Directors
In order to promote open discussion among non-employee directors, our Board has a policy of regularly conducting executive sessions of non-employee directors at scheduled meetings and at such other times requested by a non-employee director.
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 re-election to the Board and the selection of new directors to serve on the Board. In addition, the Committee is responsible for establishing the procedures for our stockholders to nominate candidates to the Board. The Committee has not formulated any specific minimum qualifications for director candidates, but has determined certain desirable characteristics, including independence,

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sound judgment, business specialization, technical skills, diversity and other desired qualities. The Committee has sole discretion regarding director nominations and reserves the right to determine the suitability for any particular candidate. The Nominating and Corporate Governance Committee Charter calls for the Committee to consider diversity to be an additional desirable characteristic in potential nominees.
Our bylaws permit any stockholder of record to nominate directors. Stockholders wishing to nominate a director must deliver written notice of the nomination to the Corporate Secretary (i) with respect to an election to be held at an annual meeting of stockholders, not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting, and (ii) with respect to an election to be held at a special meeting of stockholders called for the purpose of the election of directors, not earlier than the close of business on the 120th day before the meeting and not later than the first to occur of the 90th day prior to such meeting or the 10th day following the date on which notice of such meeting is first given to stockholders.
Any such notice by a “Noticing Stockholder” must set forth the following: (a) the name and address of the Noticing Stockholder as they appear on the Company’s books and, if the Noticing Stockholder holds for the benefit of another, the name and address of such beneficial owner, collectively Holder; (b) the class or series and number of shares of the Company that are, directly or indirectly, owned beneficially and/or of record by the Holder, and the date such ownership was acquired; (c) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, whether or not the instrument or right is subject to settlement in the underlying class or series of capital stock of the Company or otherwise, or a derivative instrument, that is directly or indirectly owned beneficially by the Holder or any Stockholder Associated Person, as defined in our bylaws, of the Noticing Stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company; (d) any proxy, contract, arrangement, understanding or relationship pursuant to which the Holder has a right to vote or has granted a right to vote any shares of any security of the Company; (e) any short interest in any security of the Company (for purposes of our bylaws a person shall be deemed to have a short interest in a security if the Holder or any Stockholder Associated Person of the Noticing Stockholder directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security); (f) any rights to dividends on the shares of the Company owned beneficially by the Holder that are separated or separable from the underlying shares of the Company; (g) any proportionate interest in shares of the Company or derivative instruments held, directly or indirectly, by a general or limited partnership or limited liability company or similar entity in which the Holder or any Stockholder Associated Person of the Noticing Stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or directly or indirectly beneficially owns an interest in the manager or managing member of a limited liability company or similar entity; (h) any performance-related fees (other than an asset-based fee) that the Holder or any Stockholder Associated Person of the Noticing Stockholder is entitled to based on any increase or decrease in the value of shares of the Company or derivative instruments, if any; (i) any arrangements, rights, or other interests described in Sections (c)-(h) above held by members of such Holder’s immediate family sharing the same household; (j) a representation that the Noticing Stockholder intends to appear in person or by proxy at the meeting to nominate the person(s) named or propose the business specified in the notice and whether or not such Holder intends to deliver a Proxy Statement and/or form of proxy to holders of at least the percentage of the Company’s outstanding shares required to approve the nomination(s) or the business proposed and/or otherwise to solicit proxies from stockholders in support of the nomination(s) or the business proposed; (k) a certification regarding whether or not such Holder and Stockholder Associated Persons have complied with all applicable federal, state and other legal requirements in connection with such Holder’s and/or Stockholder Associated Persons’ acquisition of shares or other securities of the Company and/or such Holder’s and/or Stockholder Associated Persons’ acts or omissions as a stockholder of the Company; (l) any other information relating to the Holder that would be required to be disclosed in a Proxy Statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in a contested election pursuant to Section 14 of the Securities Exchange

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Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder; and (m) any other information as reasonably requested by the Company. The notice also must set forth the following information as to the person the Noticing Stockholder proposes to nominate for election: (a) all information relating to the nominee (including, without limitation, the nominee’s name, age, business and residence address and principal occupation or employment and the class or series and number of shares of capital stock of the Corporation that are owned beneficially or of record by the nominee) that would be required to be disclosed in a Proxy Statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act (including such person’s written consent to being named in the Proxy Statement as a nominee and to serving as a director if elected); (b) a description of any agreements, arrangements and understandings between or among such Holder or any Stockholder Associated Person, on the one hand, and any other persons (including any Stockholder Associated Person), on the other hand, in connection with the nomination of such person for election as a director; and (c) a description of all direct and indirect compensation and other material monetary agreements, arrangements, and understandings during the past three years, and any other material relationships, between or among the Holder and respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the Holder making the nomination or on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of Item 404 and the nominee were a director or executive officer of such registrant.
Information Regarding Meetings of the Board of Directors and Committees
During 2017, our Board held 19 scheduled 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 2017. Although we do not have a formal written policy with respect to directors’ attendance at our annual meetings of stockholders, we generally encourage all directors to attend. Nine of the ten directors then on our Board attended the annual stockholder meeting in 2017.

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Board of Directors Committees
Standing Committees of our Board of Directors
In November 2014, our Board adopted written Charters for the Compensation Committee and the Nominating and Corporate Governance Committee. In January 2016, our Board adopted an amended written Charter for the Audit Committee. In December 2016, our Board adopted an amended written Charter for the Compensation Committee. All of our Committee Charters are available under “Investor Relations - Governance Documents – Committee Charters” on our website at www.syneoshealth.com. The following table provides membership information of each Committee of our Board as of March 27, 2018:
Name
Audit
Committee
Compensation
Committee
Nominating and Corporate 
Governance Committee
Michael A. Bell (Chairman of the Board)
 
 
 
Thomas Allen
 
 
Chair
Todd Abbrecht
 
 
Member
Linda S. Harty   http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12184993&doc=2
Member
Member
 
William E. Klitgaard    http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12184993&doc=2
Chair
 
 
Alistair Macdonald
 
 
 
John Maldonado
 
Member
 
Kenneth F. Meyers
 
Chair
Member
Matthew E. Monaghan
Member
 
Member
Joshua M. Nelson
 
Member
 
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12184993&doc=2= Financial Expert
Audit Committee
Our audit committee is currently composed of Messrs. Klitgaard (Chair) and Monaghan and Ms. Harty. Each member satisfies the independence requirements of Rule 5605(a)(2) and Rule 5605(c)(2) of the NASDAQ listing rules and SEC Rule 10A-3. Our Audit Committee, as constituted during our 2017 fiscal year, met eight times. Our Audit Committee is responsible for, among other things:
the integrity of our financial statements;
our systems of internal control over financial reporting and disclosure controls and procedures;
the qualifications, engagement, compensation, independence and performance of our independent registered public accounting firm;
our independent registered public accounting firm’s annual audit of our financial statements and any engagement to provide other services;
our legal and regulatory compliance;
our related person transaction policy; and
the application of our codes of business conduct and ethics as established by management and our Board.
Our Board has affirmatively determined that each of Mr. Klitgaard and Ms. Harty qualifies as an “audit committee financial expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC. The designation does not impose on them any duties, obligations or liabilities that are greater than those generally imposed on members of our Audit Committee and our Board.

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Compensation Committee
Our Compensation Committee currently consists of Ms. Harty and Messrs. Meyers (Chair), Maldonado and Nelson. Each member satisfies the independence requirements of Rule 5605(a)(2) and Rule 5605(d)(2) of the NASDAQ listing rules. Our Compensation Committee, as constituted during our 2017 fiscal year, met three times. Our Compensation Committee is responsible for assisting our Board in overseeing our management compensation policies and practices, including:
determining and approving the compensation of our Chief Executive Officer;
reviewing and approving incentive compensation policies and programs, and exercising discretion in the administration of those policies and programs;
reviewing and approving equity compensation programs, and exercising discretion in the administration of those programs; and
preparing the annual report of the Compensation Committee required by the SEC rules to be included in our annual report.
Nominating and Corporate Governance Committee
Our Nominating and Corporate Governance Committee currently consists of Messrs. Allen (Chair), Abbrecht, Meyers and Monaghan and is comprised of all independent directors. Our Nominating and Corporate Governance Committee, as constituted during our 2017 fiscal year, met two times. Our Nominating and Corporate Governance Committee is responsible for, among other things:
identifying, screening and reviewing individuals qualified to serve as directors and recommending to our Board candidates for nomination for election at the annual meeting of stockholders or to fill Board vacancies;
overseeing our policies and procedures for the receipt of stockholder suggestions regarding Board composition and recommendations of candidates or nominations by our Board;
developing, recommending to our Board and overseeing implementation of our Corporate Governance Guidelines and Principles; and
reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.
Risk Oversight
While our Company’s senior management has responsibility for the management of risk, our Board plays an important role in overseeing this function. Our Board regularly reviews our market and business risks during its meetings and, since its formation, each of its Committees began overseeing risks associated with its respective area of responsibility. In particular, our Audit Committee oversees risk related to our accounting, tax, financial and public disclosure processes. It also assesses risks associated with our financial assets. Our Compensation Committee oversees risks related to our compensation and benefit plans and policies to ensure sound pay practices that do not cause risks to arise that are reasonably likely to have a material adverse effect on our Company. Our Nominating and Corporate Governance Committee seeks to minimize risks related to governance structure by implementing sound corporate governance principles and practices. 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.

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Key Corporate Governance Changes in 2017 and early 2018
Because our Board and its Committees are committed to strong and effective corporate governance and oversight and mitigation of risk, they regularly monitor our corporate governance policies and practices to ensure we meet or exceed the requirements of applicable laws, regulations, and the NASDAQ listing standards. In 2017 and early 2018, the Board and its Committees made the following key changes to our corporate governance policies and practices:
Adopting Stock Ownership Guidelines for our executive officers and non-employee directors, as described below, to further align the long-term interests of the Company’s senior management and board members with those of stockholders by requiring that they maintain significant holdings of the common stock of the Company.
Revised our Corporate Governance Guidelines and Principles to include reference to a lead independent director and state the role of a lead independent director and added a non-exclusive list of general director nominee criteria.
Stock Ownership Guidelines
Effective January 1, 2017, the Compensation Committee recommended to the Board, and the Board approved, 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 RSUs. No outstanding unexercised stock options 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:
Chief Executive Officer
5 times base salary
Other Executives
2.5 times base salary
Non-Employee Directors
3 times annual cash retainer
The guidelines are expected to be achieved within five years of the effective date or within five years of a person first becoming subject to the stock ownership guidelines. For executives, quarterly evaluations will be 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 made after November 1, 2014.
     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 Committee will review the stock ownership guidelines and progress toward meeting ownership requirements at least annually.  

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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. Each of these policies is posted under “Investors – Corporate Governance – Governance Documents” on our website at www.syneoshealth.com. Additionally, we have adopted an insider trading policy to establish guidelines for our employees, officers, directors, and consultants regarding transactions in our securities. The insider trading policy also establishes guidelines 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.
Communications with the Board of Directors
Stockholders who wish to communicate with members of our Board, including the independent directors individually or as a group, may send correspondence to them in care of our Corporate Secretary at our principal executive offices at 3201 Beechleaf Court, Suite 600, Raleigh, North Carolina 27604 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.

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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 27, 2018 unless otherwise noted below for the following:
each person or entity known to own beneficially more than 5% of our outstanding common stock as of the date indicated in the corresponding footnote;
each member of our Board and each of our named executive officers (“NEOs”); and
all current members of our Board and our executive officers as a group.
Applicable percentage ownership is based on 103,803,581 shares of our common stock outstanding as of March 27, 2018, 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 27, 2018, 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., 3201 Beechleaf Court, Suite 600, Raleigh, North Carolina 27604.
Name and Address of Beneficial Owner
Number of shares beneficially owned
Percent of common stock outstanding (1)
5% Stockholder:
Fund Affiliated with Thomas H. Lee Partners, L.P. (2)
25,239,664
24.31%
Advent International Corporation (3)
22,413,317
21.59%
BlackRock, Inc. (4)
7,190,771
6.93%
The Vanguard Group (5)
6,207,786
5.98%
Named Executive Officers and Directors:
Alistair Macdonald (6)
90,459
*
Gregory S. Rush (7)
28,707
*
Michael Gibertini, PhD (8)
12,078
*
Christopher L. Gaenzle (9)
11,485
*
Michael A. Bell (10)
431,052
*
Todd M. Abbrecht (11)
Thomas Allen
Linda S. Harty (11)
3,207
*
William E. Klitgaard (11)
3,207
*
John Maldonado
Kenneth F. Meyers (11)
3,916
*
Matthew E. Monaghan (11)
3,916
*
Joshua M. Nelson (11)
All board of director members and named executive officers as a group (13 individuals) (12)
588,027
*
* less than 1%
(1)
Percentages are based on our common stock outstanding as of March 27, 2018.
(2)
As reported on a Schedule 13D filed on August 10, 2017. The address of Fund Affiliated with Thomas H. Lee Partners, L.P. is 100 Federal Street, 35th Floor, Boston, MA 02110.
(3)
As reported on a Schedule 13D filed on August 10, 2017. The address of Advent International Corporation is 75 State Street, Boston, MA 02109.

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(4)
As reported on a Schedule 13G/A filed on January 25, 2018, BlackRock, Inc. reported sole voting power over 7,067,027 shares, sole dispositive power over 7,190,771 shares, and shared dispositive power over 0 shares. The address of the BlackRock, Inc. is 55 East 52nd Street New York, NY 10055.
(5)
As reported on a Schedule 13G filed on February 9, 2018, The Vanguard Group, Inc. reported sole voting power over 106,792 shares, sole dispositive power over 6,094,862 shares, and shared dispositive power over 112,924 shares. Includes 102,350 shares beneficially owned by Vanguard Fiduciary Trust Company (“VFTC”) as a result of its serving as an investment manager of collective trust accounts. Also includes 15,016 shares beneficially owned by Vanguard Investments Australia, Ltd. (“VIA”) as a result of its serving as an investment manager of Australian investment offerings. VFTC and VIA are wholly owned subsidiaries of The Vanguard Group, Inc. The address of the Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
(6)
Includes 81,570 stock options currently exercisable or exercisable within 60 days of March 27, 2018.
(7)
Includes 10,798 stock options currently exercisable or exercisable within 60 days of March 27, 2018.
(8)
Includes 12,078 stock options currently exercisable or exercisable within 60 days of March 27, 2018.
(9)
Includes 9,303 stock options currently exercisable or exercisable within 60 days of March 27, 2018.
(10)
Includes 321,736 stock options currently exercisable or exercisable within 60 days of March 27, 2018 and 109,316 shares of common stock held in a GRAT, for which Mr. Bell is trustee and holds voting and investment power.
(11)
Includes zero stock options currently exercisable or exercisable within 60 days of March 27, 2018.
(12)
Includes 435,485 stock options currently exercisable or exercisable within 60 days of March 27, 2018.




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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who beneficially own more than 10% of a registered class of our common stock or other equity securities to file with the SEC certain reports of ownership and reports of changes in ownership of our securities. Executive officers, directors and stockholders who hold more than 10% of our outstanding common stock are required by the SEC to furnish us with copies of all required forms filed under Section 16(a). Based solely on a review of this information and written representations from these persons that no other reports were required, we believe that, during the prior fiscal year and through March 27, 2018, all of our executive officers, directors, and to our knowledge, 10% stockholders complied with the filing requirements of Section 16(a) of the Exchange Act.

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EXECUTIVE COMPENSATION AND OTHER MATTERS
Compensation Committee Report
The Compensation 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 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, 2017, which is filed with the SEC.

THE COMPENSATION COMMITTEE OF
THE BOARD OF DIRECTORS
Kenneth F. Meyers, Chair
Linda S. Harty
John Maldonado
Joshua M. Nelson


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COMPENSATION DISCUSSION AND ANALYSIS
This Compensation Discussion and Analysis (“CD&A”) provides information regarding our compensation program and describes the compensation packages for the following executives and non-executives employed by us on December 31, 2017, whom we refer to in this Proxy Statement as the named executive officers (“NEOs”):
Alistair Macdonald, Chief Executive Officer and Director;
Gregory S. Rush, Former Executive Vice President and Chief Financial Officer*;
Christopher L. Gaenzle, Former Chief Administrative Officer, General Counsel and Secretary**;
Michael A. Bell, Chairman of the Board***; and
Michael Gibertini, PhD, President, Clinical Development, Therapeutic Business Units****.
*Gregory S. Rush served as Executive Vice President and Chief Financial Officer with the Company until February 21, 2018 and remains an employee until April 30, 2018.
**Christopher L. Gaenzle resigned on February 14, 2018 and ceased to serve as Chief Administrative Officer, General Counsel and Secretary on February 19, 2018. He remains an employee until April 15, 2018.
***Michael A. Bell transitioned from his role as President, Commercial Division and an executive officer to a non-executive employee through April 1, 2018. He currently serves as Chairman of the Board.
****Michael Gibertini, PhD transitioned from his role as Chief Operating Officer to President, Clinical Development, Therapeutic Business Units effective August 1, 2017 in connection with the Merger.
Executive Summary
There are references to the “Merger” throughout the CD&A . On August 1, 2017, we closed our merger between INC Research Holdings, Inc. and inVentiv Health, Inc. The combined entity was later re-named Syneos Health, Inc. (“Syneos Health™” or the “Company”). When the Compensation Committee (the “Committee”) made executive officers’ compensation decisions for fiscal year 2017, it did so during the normal compensation planning and review cycle. However, following the Merger, the Committee conducted another review of our peer group and our executive officers’ compensation structure. In August 2017, the Committee in connection with our independent compensation consultant, Exequity LLP (the “Consultant”), re-reviewed the executive officers’ compensation and made changes where appropriate to align to the larger size of the combined company as well as the revised peer group. In order to mitigate the risk of loss of our executive officers, those changes included certain base salary increases as well as a performance-based restricted stock unit (“PRSU”) grant.
Despite the implementation of these retention efforts, we still experienced a loss of executive officer talent, which exemplifies the highly competitive nature of this industry.
Goals of our Compensation Program
Our compensation strategy has consistently focused on providing total compensation packages that are 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 executive officers with a combination of base salary, short-term cash incentives and long-term equity incentives, with our incentive compensation being weighted more heavily than base salary. Accordingly, a significant portion of our executives’ compensation is at risk. Our compensation program provides clear accountability and rewards for producing results.

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Elements of our Compensation Program
During 2017, INC Research and inVentiv Health completed the Merger, resulting in several organizational changes among the executive leadership team. The Company continued to take actions designed to align the long-term interests of our NEOs with the interests of our stockholders, including through the adoption of Stock Ownership Guidelines as discussed in this Proxy Statement.
Overall, the Committee believes the Company’s 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:
Compensation Element
Key Features and Purpose
Fiscal Year 2017 Actions
Base Salary
Fixed annual cash compensation to attract and retain talented executives.

Base salary increases are considered every year in the context of market practice and to reflect the scope and complexity of each executive’s position.  Actual positioning varies to reflect each executive’s skills, experience, time in job and contribution to our success.
The Committee increased the base salaries of all NEOs in 2017 as a result of the market review at the end of 2016, and then increased certain NEOs base salaries in August 2017 as a result of job scope changes related to the Merger.


Management
Incentive Plan
(“MIP”) Cash
Incentive Award
Performance-based cash incentives intended to link annual variable pay with achievement of pre-approved key annual financial objectives.
For our 2017 fiscal year, MIP EBITDA, as defined below under “Compensation Element Details - Annual Cash Incentives”, was the only measure in the MIP. Achievement of 90% of the MIP target was required to receive any MIP payments.

Individual MIP opportunities are expressed as a percent of base salary and vary for executives based on their positions. Target MIP award opportunities are generally established so that total annual cash compensation (base salary plus target MIP) approximates the median of our peer group. The range of potential payouts is zero to 200% of target.
For fiscal year 2017, actual MIP EBITDA achieved resulted in a MIP payout level at 59.5%.

MIP payout amounts are determined based on the results achieved as determined by the Committee after evaluating our performance against pre-established, short-term financial goals. We must achieve a minimum level of EBITDA in order for any executive to receive a payment under the MIP.
 
Long-Term
Incentive (“LTI”)
Compensation
We grant stock-based compensation awards annually to create incentives for long-term creation of stockholder value, to reward achievement of multi-year financial objectives, and to promote retention of key talent.
The Company continued to grant performance-based equity awards in 2017. The annual LTI grant made in January 2017 included performance-based restricted stock units (“PRSUs”) (50% of the award value) and time-based restricted stock units (“RSUs”) (50% of the award value)

Performance-based vesting: NEOs receive a number of PSUs, which vest only upon achievement of adjusted earnings per share goals established by the Committee during the three-year performance period. The potential number of PRSUs that can vest ranges from zero to 150% of the target.
The January 2017 LTI PRSUs were designed to potentially vest at the end of the three-year performance period including fiscal years 2017, 2018 and 2019. At the end of the performance period, the pre-approved Adjusted Diluted Earnings Per Share (“EPS”) goals will be measured for each year to determine the appropriate number of PRSUs earned in each year, and which will become vested in early 2020 following certification by the Committee of the performance. The terms of the Merger determined that PRSUs granted in January 2016 and January 2017 will vest at target level at the end of the three-year performance period.
 
A special performance-based LTI grant was made to the CEO and his direct reports in August 2017 following the Merger to incentivize the executive team to achieve synergy goals related to the Merger. The August 2017 LTI grants were made in the form of PRSUs that potentially vest on January 1, 2021 upon the achievement of $100 million of defined synergy savings on an annual run-rate through December 31, 2020.

Time-based vesting
The time-based LTI grants are designed to increase stock value and retain an executive during the vesting period. Time-based RSUs vest one-third per year.
The time-based RSUs granted in January 2017 vest in three approximately equal annual installments commencing on the first anniversary date of the grant, based on continuing service.

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Compensation Governance Highlights
We believe good corporate governance practices that reflect our values and support our strong strategic and financial performance must include policies and procedures related to our compensation practices. Consistent with this belief, we have adopted the following practices:     
Periodic risk assessment - At least annually, the Committee assesses whether our executive compensation program encourages behavior that would create risks reasonably likely to have a material adverse effect on our Company. The Committee has always concluded it does not.
No excise tax gross-ups - Our executive compensation program does not provide gross-ups for 280(g) excise taxes related to change in control payments.
No above-market returns - We do not offer preferential or above-market returns on compensation deferred by our NEOs.
No loans to executive officers - We do not make loans to our NEOs.
No guaranteed salary increases - Employment agreements for our NEOs do not currently contain any guaranteed contractual salary increases. The Committee determines our Chief Executive Officer’s salary increases, if any, and, together with our Chief Executive Officer, any salary increases for our remaining NEOs.
Performance-based equity awards - In 2017, we increased the percentage of each NEO’s performance-based equity awards from 45% to 50% of the total LTI award grant.
Incentive Clawback policy - Each NEO’s employment agreement contains a provision giving the Board discretion to call for recovery of all or a portion of bonus amounts that were awarded and subsequently determined to be based upon financial statements that were restated due to error, omission or fraud.
No repricing of stock options - The Company’s equity plan, approved by stockholders in 2016, prohibits repricing of stock options.
Perquisites - The Company has limited perquisites, including only executive physicals to our NEOs to ensure executives maintain their health.
Double-Trigger” Change-in-Control - Employment agreements for our NEOs contain “at-will” employment provisions, and both a change-in-control and a related termination of service is required to accelerate vesting of the NEO’s equity grant(s).
Hedging and Pledging Prohibited - Our Policy on Insider Trading and Communication with the Public prohibits officers, employees and directors from engaging in short sales, publicly traded stock options transactions and hedging or pledging of our stock.
Stock Ownership Guidelines - The Company adopted stock ownership guidelines effective at the beginning of 2017 requiring NEOs and independent Board members to achieve and maintain designated stock ownership levels. More information on our stock ownership guidelines is available on page 12.
Annual Say-on-Pay Advisory Vote - The Board has determined that the Say-on-Pay vote will be held annually until the next shareholder vote on the frequency of the Say-on-Pay vote.
Stockholder Engagement and Results of 2017 Say-on-Pay Vote
The Company continued a 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 the changes in members of the executive team and related compensation decisions. In the past 12 months, we have engaged with institutional investors representing approximately 13% of our outstanding shares, not including our two largest private equity holders that each have two seats on our Board and collectively own approximately

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46% of our outstanding shares, allowing us to engage with them frequently. We have duly considered the input from the stockholder outreach and incorporated suggestions as appropriate.
At the 2017 Annual Meeting, the Company’s stockholders approved the compensation of the NEOs, with holders of approximately 98% of the votes cast voting in favor of the proposal commonly known as “Say-on-Pay.” The Committee believes that the Say-on-Pay vote at our 2017 Annual Meeting endorsed our Company’s compensation philosophy and programs and is reflective of the continued focus on evolving our compensation strategy. The Committee will continue to monitor stockholder feedback each year as it reviews and establishes future executive compensation plans and determines incentive compensation and equity awards for our executive officers.
Compensation Decision Roles
The Committee has final approval on the determination of all compensation recommendations for our NEOs and other executive officers, authorizes all awards under the 2014 long-term incentive plan, recommends or reports its decisions to the Board and oversees the administration of the compensation programs for the Company’s NEOs. The CEO at least annually reviews the performance of each NEO and other executives and makes recommendations to the Committee with respect to salary adjustments and incentive amounts. The Committee’s annual review of the CEO’s performance includes feedback from the Board and members of our senior management team. Management is responsible for developing and maintaining an effective compensation program throughout the Company.  A description of the Committee’s responsibilities is in the Committee’s Charter available under “Investor Relations - Corporate Governance - Charters and Corporate Governance Documents” on our website at www.syneoshealth.com
    While the Committee has sole responsibility for approving compensation targets and awards, it solicits input from our CEO in setting the targets, evaluating the performance, and recommending appropriate salary and incentive awards of each of our NEOs, other than himself. The CEO also participates in Committee meetings at the request of the Committee in order to provide background information regarding his recommendations. However, our CEO does not have a vote on Committee matters. Prior to 2018, the Chief Administrative Officer, General Counsel and Secretary participated in and assisted the Committee on compensation and governance matters. Starting in 2018, our Chief Human Resources Officer participates in and assists the Committee on compensation and governance matters, at the Committee’s discretion. Multiple times during the year, the Committee holds executive sessions without our CEO or other executive officers to facilitate the exchange of candid views among Committee members and establish our CEO’s compensation.
Compensation Consultant
The Committee’s independent Consultant provides advice and assistance to the Committee when making compensation decisions for our NEOs, as well as for other senior executives.  The Consultant reports directly to the Committee and carries out responsibilities as assigned by the Committee. The Consultant provides information regarding market compensation levels and practices, assists the Committee in the review and evaluation of such compensation levels and practices, and advises the Committee regarding compensation decisions, particularly with respect to the compensation of our CEO. The Consultant also provides information and advice on non-employee director compensation.  At the discretion of the Committee, a principal of the Consultant attends meetings of the Committee, as requested, and communicates with the Chair of the Committee, as necessary between meetings to provide timely advice on questions and decisions before the Committee. The Committee has direct access to the Consultant throughout the year.
The Committee has the sole authority to retain and terminate the Consultant and to approve the Consultant’s fees and all other terms of its engagement with the Consultant. The Consultant does not provide services to the Company directly or indirectly through affiliates. The Committee has considered the independence factors in applicable SEC rules and NASDAQ listing standards and other facts and circumstances and concluded that the services performed by the Consultant do not raise any conflict of interest.
Compensation Philosophy
Our executive compensation philosophy is straightforward - we pay for 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. This performance, in turn, builds value for our stockholders. 

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The Committee seeks to achieve the following goals in connection with our executive compensation program and decisions regarding individual compensation:
Link compensation to annual and long-term performance goals structured to align the interests of NEOs with those of our stockholders;
Align executive compensation with our corporate strategies and business objectives, including short-term operating goals and long-term strategic objectives;
Promote the achievement of key strategic and financial performance measures by linking short-term and long-term cash and equity incentives to the achievement of measurable corporate and personal performance goals;
Encourage effective collaboration among our NEOs; and
Competitively position our NEOs’ compensation opportunities with those of our peer group so we can attract, motivate and retain high level executive talent essential to our long-term success.
Peer Group
The Committee considers competitive marketplace practices in making its compensation decisions by comparing our executive compensation against compensation paid to executives in comparable roles at comparably-sized peer group companies and broader industry compensation data, as appropriate. We do not target any specific market position in establishing compensation, but generally aim to have a compensation program that is in line with the market, as determined by all of the collected market information. We also consider the performance of our Company with respect to comparative historical financial and stockholder returns of our peer companies and the impact of compensation on our current-year operating budget. The Committee and Consultant review the peer group every year to ensure the companies remain appropriate and relevant for use in competitive compensation analysis. The Consultant and Committee considered the size of our Company and the complexity of our business, including industry, customer base, services provided, geographic scope, revenue and market capitalization. In May 2017, the Consultant and Committee reviewed the peer group considering the size of our Company and the anticipated complexity of our business, including industry, customer base, services provided, geographic scope, revenue and market capitalization post-Merger.
The Committee, with the Consultant’s assistance, removed the following seven companies included in our previous peer group that were deemed to no longer be a compelling fit due to significantly lower revenues and or market capitalization compared with the combined company post-Merger: Albany Molecular Research, Inc.; Bruker Corporation; Cambrex Corporation; Catalent Corporation; Medidata Solutions, Inc.; United Therapeutics Corporation; and Veeva Systems Inc. New companies were also added to the peer group.
Our peer group consisted of the following 18 companies as of August 2017:
Agilent Technologies, Inc.*
ICON Public Limited Company
PerkinElmer, Inc.*
Bio-Rad Laboratories, Inc.
Illumina, Inc.*
Perrigo Company plc*
Cerner Corporation*
IQVIA Holdings Inc.
PRA Health Sciences, Inc.
Charles River Laboratories International, Inc.
Laboratory Corporation of America Holdings
Quest Diagnostics Incorporated*
Endo International plc*
Mettler-Toledo International Inc.*
VWR Corporation
Envision Healthcare Corporation*
PAREXEL International Corporation
Waters Corporation*
*These ten companies were added to our peer group following the closing of the Merger in August 2017 to better align with our anticipated financial metrics.

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Executive Compensation Elements
The principal elements of compensation for our NEOs are:
base salary, which is intended to compensate executives for their responsibilities and individual contributions;
performance-based cash bonuses, which are intended to link annual incentive compensation with our annual performance achievements;
long-term stock-based incentives, which are intended to link long-term incentive compensation with our long-term value creation;
retirement savings and other employee benefits; and
severance and change-in-control arrangements.
With these elements of compensation, we believe our Company can remain competitive with our peer group and ensure our NEOs have appropriate incentives to deliver short-term results, while also creating long-term stockholder value.
Target Pay and Mix of Compensation Elements
In 2017, we did not have a formal policy or target for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation, or among the different forms of non-cash compensation. Instead, the Committee determined what it believed to be the appropriate level and mix of our compensation elements to retain our senior management team, motivate them and align their interests with those of our stockholders.
Historically, the Committee has weighted a higher level of the total compensation mix to stock-based compensation. We provide a portion of our executive compensation in the form of PRSUs and RSUs that vest over time, and in 2017 the Committee increased the percentage of performance-based equity awards from 45% to 50% of the total LTI award grant. We believe our approach to compensation supports the retention of our executives and aligns their interests with those of our stockholders by encouraging executives to participate in the long-term success of our Company and create stockholder value.
The following table illustrates how total compensation for fiscal 2017 was allocated, including each NEO’s salary, annual incentive, and the long-term incentive granted as part of the annual LTI grant process. The August grant, described later in this CD&A, is excluded from this table because it was a one-time, special grant that is not a normal element of an NEO’s total compensation. The illustration provides information about the mix between performance-based and fixed elements; how performance-based compensation was allocated between annual and long-term incentive elements; and how total compensation was allocated between cash and equity components. The inclusion of time-based RSUs increases the “fixed” compensation since the only requirement for vesting is continued employment; however, the value is directly determined by the price of stock, and an executive must maintain employment to vest in these awards.
Performance-based compensation is a substantial portion of each executive’s total compensation. All NEOs, other than Mr. Bell, had over 70% of their total 2017 compensation linked to Adjusted EBITDA or our stock price. Nearly 70% of our NEOs’ total performance-based compensation is based directly on our stock price. Mr. Bell did not receive an annual LTI grant because he was not in place at the time of the grant. Mr. Bell continues to hold significant amounts of Company stock, which aligns him closely to Company performance. Mr. Bell’s compensation terms were established during the Merger and, as such, are aligned differently than other NEO’s.
 
Percentage of Total Compensation that is:
 
Percentage of Total Performance-Based that is:
 
Percentage of Total Compensation that is:
Executive
Performance-Based
 
Fixed
 
Annual
 
Long-Term
 
Cash
 
Equity
Alistair Macdonald
76%
 
24%
 
31%
 
69%
 
47%
 
53%
Gregory S. Rush
75%
 
25%
 
24%
 
76%
 
43%
 
57%
Christopher L. Gaenzle
72%
 
28%
 
28%
 
72%
 
48%
 
52%
Michael A. Bell
50%
 
50%
 
100%
 
—%
 
100%
 
—%
Michael Gibertini, PhD
73%
 
27%
 
24%
 
76%
 
45%
 
55%

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Our compensation program operates not only based on the application of comparisons to our peer group and other competitive data, but also through the judgment of the Committee. The Committee does not employ a purely formulaic approach to its compensation decisions, but reviews all elements of compensation for each of our NEOs. In addition, in determining current and future compensation, the Committee considers the economic value as well as the retention value of prior equity grants received by our NEOs, as well as internal equity, which means we compare each NEO’s compensation to the compensation of our other senior team members and other Company employees generally. In determining the reasonableness of a NEO’s total compensation, the Committee considers not only individual and corporate performance compared to targets, but also the nature of each element of compensation provided, including salary, bonus, and long-term incentive compensation, as well as the executive’s severance and change-in-control arrangements.
Compensation Element Details
Base Salary
We use base salary to recognize the experience, skills, knowledge and responsibilities of our NEOs. When establishing base salaries for 2017, the Committee considered the compensation of executives in our peer group and other available compensation survey data. In addition to market data, the Committee reviews a variety of other factors, including but not limited to:
the historic salary levels of the executive;
the nature of the individual’s responsibilities;
the availability of well-qualified candidates who could assume the executive’s role;
the executive’s tenure and performance in their current role at our Company;
the executive’s history and performance holding positions of similar or greater responsibility at previous place(s) of employment;
general economic conditions; and
the Company’s financial performance.
Base salary increases were made during 2017 to each of our NEOs, except Mr. Bell. The Committee reviewed competitive positioning relative to peer group and changes in job scope to determine appropriate base salary levels.
The Committee reviewed competitive positioning relative to peer group and changes in job scope to determine appropriate base salary levels. Each NEO’s salary was reviewed by the Committee in December of 2016 and increases were made to become effective mid-year 2017. As a result of the Merger in August 2017, the Committee, together with the Consultant, reviewed the executive compensation data for the NEOs compared to the new peer group and increased the base salary of Mr. Macdonald and Mr. Gaenzle. Mr. Macdonald’s salary was increased from his pre-Merger level of $800,000 to $1,000,000 and Mr. Gaenzle was increased from his pre-Merger level of $490,000 to $525,000 to be more aligned with the peer group. Mr. Bell’s salary did not change during 2017.
A comparison is provided below of each NEO who had a base salary increase between year-end 2016 and year-end 2017:
Named Executive Officer
 
Year-end Base Salary Fiscal 2016
 
Year-end Base Salary Fiscal 2017
 
% Increase Fiscal 2017 over Fiscal 2016
Alistair Macdonald
 
$
750,000

 
$
1,000,000

 
33%
Gregory S. Rush
 
$
500,000

 
$
540,000

 
8%
Christopher L. Gaenzle
 
$
460,000

 
$
525,000

 
14%
Michael Gibertini, PhD
 
$
500,000

 
$
540,000

 
8%
We did not include a comparison of Michael A. Bell’s base salary between fiscal year 2016 and fiscal year 2017 as he was not a NEO of the Company in 2016.

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Annual Cash Incentives
Our compensation philosophy connects our executives’ potential annual earnings to the achievement of performance objectives designed to support execution of our business strategies. The Management Incentive Plan (“MIP”) is intended to reward accomplishment of organizational goals and specific individual performance objectives identified as critical to our success. The MIP provides for the payment of cash bonuses dependent upon achievement of predetermined financial performance targets (in 2017, Adjusted EBITDA), as well as individual performance.
The overall MIP potential varies depending upon the NEO’s position. Each NEO’s MIP target represents the percent of salary that NEO may potentially receive as an annual bonus if the Company achieves the pre-determined goals established by the Committee for the year. For 2017, Mr. Macdonald’s MIP target was established at 100% of base salary.
Other NEOs had MIP target changes during 2017 in conjunction with the Committee’s review of the market data and their interest in increasing performance-based compensation. Potential MIP payouts for 2017 ranged from zero to 200% of each NEO’s MIP target, so that executives could earn above-target payouts if performance significantly exceeded our fiscal year financial plan, or would earn below-target payout, or no payouts, if performance fell short of our goals.
Following the end of each fiscal year, the Committee, with the assistance of our CEO for all NEOs other than himself, reviews actual results and performance against the goals for such fiscal year and determines the amounts, if any, of the bonuses to be paid to our NEOs under the MIP. The Committee reserves the right to reduce individual MIP payments, or MIP payments for the executive team as a whole based on its judgment of individual or executive team performance of certain goals or other environmental factors related to the business.
The legacy INC Research Compensation Committee approved the 2017 MIP design and EBITDA target funding in December 2016 for legacy INC Research as part of the annual financial planning process established by the Board. In February 2017, the legacy inVentiv Health Board approved inVentiv’s 2017 annual bonus plan goals and funding. Both legacy companies had significant increases in their EBITDA goals for 2017 compared with 2016. Coincidentally, the annual bonus plans of both legacy companies were originally approved using Adjusted EBITDA as the metric to determine annual bonus funding (“the MIP EBITDA”).
The 2017 MIP EBITDA was calculated by taking reported Adjusted EBITDA and adjusting it for certain items, including the impact of: (i) approximately $21.0 million from research and development related tax credits ; and (ii) approximately $19.0 million of other items directly or indirectly related to the Merger, in accordance with the respective bonus plan, as described below. Shortly after the Merger, the Committee approved a new EBITDA performance scale, which was the combination of the two legacy companies’ approved original 2017 EBITDA goals and the respective funding for the legacy plans. The combined 2017 MIP payout pool was funded based upon the level of MIP EBITDA compared with the pre-established targets approved by the Committee. The actual MIP EBITDA of approximately $621.0 million compared to the approved target MIP EBITDA of $677.0 million, produced a 2017 MIP payout of 59.5% for NEOs, which was down significantly from the historical MIP payout levels paid in 2016 for both legacy companies.
For additional information about the MIP, please refer to the “2017 Grants of Plan-Based Awards Table” contained in this Proxy Statement, which shows the threshold, target, and maximum incentive amounts payable under the MIP for our fiscal year 2017 performance, along with actual MIP payments for each NEO.
Long-Term Incentive Compensation
Our intent with granting long-term incentive compensation awards is to link NEO compensation to stockholder interests and long-term Company performance. In 2017, we increased the performance-based portion of our equity grants to NEOs from 45% to 50% to further incentivize performance, and we eliminated the granting of stock options.
Annual long-term incentive grants. In January 2017, the Committee approved long-term incentive awards for Messrs. Macdonald, Rush and Gaenzle and Dr. Gibertini comprised of (1) PRSUs, which were scheduled to cliff vest in three years based on EPS performance targets approved by the Committee, representing 50% of the award; and (2) time-based RSUs, representing 50% of the award.
The time-based RSUs granted in January 2017 vest in three approximately equal annual installments on the first three anniversaries of the date of grant, subject to the NEO’s continued employment with the company.

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The PRSUs granted in January 2017 were scheduled to cliff-vest approximately three years from the grant date and included EPS performance targets corresponding to fiscal years 2017, 2018, and 2019. The original vesting terms for these PRSUs required achievement of pre-determined adjusted diluted net income EPS goals for each of the three years.  The Committee chose to set EPS performance targets for individual years. 
As a result of the Merger, which the Board deemed a change in control for performance-based equity grants made prior to the Merger, the performance level for these PRSUs was established at 100% of target and the awards converted from performance-based to time-based RSUs with the vesting date occurring in January 2020 according to the terms of the original grant.
August 2017 Special Grant. Following the Merger, in August 2017 the Committee approved special one-time, PRSU awards to the NEOs to ensure NEOs remain focused on the success of the Company’s integration and related synergies. These PRSUs vest on January 1, 2021 contingent upon achievement of sustainable reduction of $100.0 million in annual costs directly linked to the Merger cost savings initiatives that are (i) identified, actioned and fully realized by December 31, 2020, (ii) publicly disclosed to stockholders in earnings materials, and (iii) certified by the Audit Committee. Achieving less than $100.0 million will mean that no PRSUs vest and achieving more than $100.0 million will still vest only the number of PRSUs originally granted. These special grants were also made to aid with senior officer retention.
Benefit Plans
In 2017, NEOs were eligible to participate in our health and welfare benefits plans under generally the same rules that apply to other employees. Under the plans, eligible employees of the Company and our U.S. subsidiaries may elect to participate in the following plans:
life insurance (including basic and voluntary life, basic and voluntary accidental death and dismemberment);
disability (including, short-term disability and long-term disability); and
healthcare benefits under our healthcare plans.
Mr. Macdonald participates in employee benefits plans offered by the Company to all employees in the United Kingdom. The Company’s portion of the costs for each NEO’s participation in these plans is reported in “All Other Compensation” in the Summary Compensation Table which follows.
Retirement Plans. NEOs are eligible to participate in 401(k) retirement plans offered by our Company under the same rules that apply to other employees. Under the plans, eligible employees of the Company and our U.S. subsidiaries may elect to defer a percentage of their compensation each year subject to plan limits and caps imposed by the Internal Revenue Service (the “IRS”). In 2017, Messrs. Rush and Gaenzle and Dr. Gibertini participated in the INC Research 401(k) plan. The Company made matching contributions of 100% of the first three percent of each participant’s compensation that he contributed, and made matching contributions of 50% of the next three percent (for a total match of up to 4.5% of eligible compensation) under this plan. Mr. Bell participated in the 401(k) plan offered by inVentiv during 2017. The Company made matching contributions of 50% of the first six percent of each participant’s compensation that he contributed (for a total match of up to 3% of eligible compensation).
We also have non-qualified deferred compensation plans that enable NEOs and other eligible employees to defer receipt of up to 50% of their base salary and up to 100% of their annual bonus under the MIP during their employment or for certain specified minimum deferral periods. The Company does not make any matching or profit sharing contributions under this plan. Accounts are maintained for participants who elect to have their deferrals in a mix of investment options that best suits their goals and risk tolerance. Although we have established a rabbi trust to assist us in meeting our obligations under the plan, account balances under the plan are unsecured under IRS rules and remain part of the Company’s general assets until distributed to the participants. The value of a participant’s account balance is based solely on the participant’s deferrals and the investment return on such deferrals given the performance of the investment options that they select. We do not guarantee any minimum return on those investments. Dr. Gibertini has a balance from participating in the plan during previous years.

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Severance and Change-in-Control Agreements.
Our NEOs are covered by severance and double-trigger change-in-control agreement provisions included in their employment agreements or the Company’s Executive Severance Plan, which are discussed in the Employment Agreements section of this Proxy Statement.
Tax and Accounting Considerations
Compliance with Internal Revenue Code Section 162(m). Section 162(m) of the Internal Revenue Code of 1986, as amended, (the “Code”), generally disallows a federal income tax deduction to public companies for certain compensation in excess of $1 million paid to our Chief Executive Officer and the three other most highly compensated executive officers (excluding our Chief Financial Officer). Through 2017, certain compensation, including qualified performance-based compensation, was not subject to the deduction limit if specified requirements are met. There can be no assurance that compensation attributable to our incentive arrangements will be treated as qualified performance-based compensation under Section 162(m) of the Code. In addition, the Committee reserves the right to use its judgment to authorize compensation payments that may be subject to the limit when the Committee believes such payments are appropriate and in the best interests of our Company and our stockholders.
EXECUTIVE COMPENSATION
The following table sets forth summary compensation information for our NEOs for the fiscal years ended December 31, 2017, 2016 and 2015.
Summary Compensation Table
Name and Principal Position
Year
Salary
($)
(2)
Stock Awards
($)
(3)
Option Awards
($)
(4)
Non-Equity Incentive Plan Compensation
($)
(5)
Change in Pension Value and Non-Qualified Deferred Compensation Earnings
($)
(6)
All Other
Compensation
($)
(7)
Total
($)
Alistair Macdonald(1), Chief Executive Officer and Director
2017
852,703
4,249,970
595,000
172,401
5,870,074
2016
583,262
2,463,606
554,524
686,115
85,251
4,372,758
2015
461,280
349,004
231,870
330,877
78,509
1,451,540
Gregory S. Rush, Former Executive Vice President and Chief Financial Officer
2017
516,923
1,847,945
474,900
32,485
2,872,253
2016
484,808
2,279,103
76,139
376,350
33,299
3,249,699
2015
449,118
326,256
216,757
383,670
25,834
1,401,635
Christopher L. Gaenzle, Former Chief Administrative Officer, General Counsel and Secretary
2017
487,500
1,596,026
448,700
35,935
2,568,161
2016
443,640
1,926,147
57,422
346,242
31,950
2,805,401
2015
405,951
292,515
194,327
286,650
22,593
1,202,036
Michael A. Bell,
Chairman of the Board
2017
850,000
1,599,951
404,600
18,955
2,873,506
Michael Gibertini, PhD, President, Clinical Development, Therapeutic Business Units
2017
516,923
1,100,024
458,800
20,215
2,095,962
2016
488,314
2,193,343
69,800
376,350
23,347
3,151,154
2015
461,399
337,489
224,234
330,750
17,756
1,371,628
(1)
Mr. Macdonald is paid in British Pound Sterling (the “GBP”). Other than the value of the stock awards and stock options awards, the amounts earned by Mr. Macdonald reported in this Summary Compensation Table have been converted to U.S. dollars using the average weekly exchange rate from GBP to U.S. dollars in 2017 of 1 GBP/1.2890 U.S. dollars, in 2016 of 1 GBP/1.3563 U.S. dollars, and in 2015 of 1 GBP/1.5287 U.S. dollars, as published by the Federal Reserve System, Foreign Exchange Rates-G.5A Annual.
(2)
For 2017, this column includes $833,837, $516,923, $487,500, $850,000 and $516,923 for salary earned by Messrs. Macdonald, Rush, Gaenzle, Bell, and Dr. Gibertini, respectively, and $18,866 of accrued and unused vacation time for Mr. Macdonald. For 2016, this column includes $568,517, $484,808, $443,640, and $488,314 for salary earned by Messrs. Macdonald, Rush, Gaenzle, and Dr. Gibertini, respectively, and $14,745 of accrued and unused vacation time for Mr. Macdonald. For 2015, this column includes $452,576, $415,656, $370,759 and $449,283 for salary earned by Messrs. Macdonald, Rush, Gaenzle and Dr.

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Gibertini, respectively, and $8,703, $33,462, $35,192 and $12,115 of accrued and unused vacation time for Messrs. Macdonald, Rush, Gaenzle and Dr. Gibertini, respectively.
(3)
Represents the aggregate grant date fair values of the RSUs and PRSUs at target number of shares computed in accordance with FASB ASC Topic 718. These values have been determined based on the assumptions set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017. As a result of the Merger, which the Board deemed a change in control for performance-based equity awards granted prior to the Merger, the Board determined those PRSUs were earned at the target level for Messrs. Macdonald, Rush, Gaenzle, and Dr. Gibertini and PRSUs in excess of the target amount were forfeited. The PRSUs cliff vest three years from the date of grant, subject to continued employment.
(4)
Represents the aggregate grant date fair value of the option awards computed in accordance with FASB ASC Topic 718. These values have been determined based on the assumptions set forth in Note 10 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.
(5)
Amounts in this column were paid under the MIP. Each NEO has a MIP calculation based on their salary, and MIP target established for the year and pro-rated as appropriate considering the timing of changes in salary and MIP targets. For 2017, Mr. Macdonald’s MIP payment amount was calculated using an exchange rate of 1 GBP/1.07835 U.S. dollars as specified in the MIP plan document, based on year-end rates aligned with the end of the “performance period”. This column includes $250,000, $230,000 and $250,000 for special retention cash incentives earned by Messrs. Rush, Gaenzle, and Dr. Gibertini, respectively, on September 15, 2017 pursuant to a September 2016 Special Incentive Retention Award granted in connection with the CEO transition.
(6)
Represents the above market or preferential earnings under our elective non-qualified deferred compensation plan.
(7)
Includes the following for each NEO:
     
Name
Year 
Company Contribution to Retirement /401(k) Plan
($)
 
Life Insurance Premiums
($)
Disability
Insurance
Premiums
($)
 
Health
Insurance
Premiums
($)
 
Alistair Macdonald
2017
85,196
2,723
3,610
1,002
2016
58,087
2,358
2,806
1,094
2015
46,386
1,392
1,656
718
Gregory S. Rush
2017
12,150
816
955
18,564
2016
11,925
816
762
16,109
2015
7,950
192
662
17,030
Christopher L. Gaenzle
2017
12,150
816
955
18,327
2016
11,925
816
762
18,447
2015
4,763
192
662
16,976
Michael A. Bell
2017
8,100
360
247
10,248
Michael Gibertini, PhD
2017
12,150
816
955
6,294
2016
11,925
816
762
9,844
2015
7,950
192
662
8,952
For 2017, 2016 and 2015, the table also includes reimbursement of $14,323, $15,071 and $16,987, respectively, to Mr. Macdonald for a car allowance, which is aligned with the practices for CEOs employed in the U.K. For 2017 and 2016, the table also includes reimbursement of $7,512 and $5,835, respectively, to Mr. Macdonald for reimbursement of authorized travel expenses. For 2017, the table also includes an additional supplemental salary payment of $58,305 to Mr. Macdonald per his employment agreement as it pertains to the U.K. savings plan. For 2017, the table also includes Company paid health exam for Mr. Gaenzle in the amount of $3,687. For 2016, the table also includes Company paid health exam for Mr. Rush in the amount of $3,687.

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2017 GRANTS OF PLAN-BASED AWARDS
The following table sets forth information regarding the grants of plan-based awards to our NEOs in 2017.
Name
Type of Award
Grant
Date
Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards
 
Estimated Future Payouts Under Equity Incentive Plan Awards (1)
All Other Stock Awards:
Number of Shares of Stock or Units
(#) (1)
 
All Other Option Awards:
Number of Securities Underlying Options
(#)
Exercise or Base Price of Option Awards
($/Sh)
Grant Date Fair Value of Stock and Option Awards
($) (2)
Threshold
($)
Target
($)
 
Maximum
($)
Threshold
(#)
 
Target
(#)
Maximum
(#)
Alistair Macdonald, Chief Executive Officer and Director
MIP
500,000
1,000,000
2,000,000
 PRSU
1/27/2017
21,614
32,421
1,125,009
RSU
1/27/2017
21,614
1,125,009
PRSU
8/10/2017
36,429
1,999,952
Gregory S. Rush, Former Executive Vice President and Chief Financial Officer
MIP
189,000
378,000
756,000
PRSU
1/27/2017
11,527
17,291
599,980
RSU
1/27/2017
11,527
599,980
PRSU
8/10/2017
11,803
647,985
Christopher L. Gaenzle, Former Chief Administrative Officer, General Counsel and Secretary
MIP
183,750
367,500
735,000
PRSU
1/27/2017
9,280
13,920
483,024
RSU
1/27/2017
9,280
483,024
PRSU
8/10/2017
11,475
629,978
Michael A. Bell, Chairman of the Board
MIP
425,000
850,000
1,700,000
PRSU
8/10/2017
29,143
1,599,951
Michael Gibertini, PhD, President, Clinical Development, Therapeutic Business Units
MIP
175,500
351,000
702,000
PRSU
1/27/2017
10,567
15,851
550,012
RSU
1/27/2017
10,567
550,012
(1)
The PRSUs and time-based RSUs above were granted under the 2014 Equity Incentive Plan. All time-based RSUs granted on January 27, 2017 vest in three equal annual installments beginning on the first anniversary of the date of grant. PRSUs granted on January 27, 2017 have a three-year performance period and will cliff-vest in early 2020. PRSUs granted on August 10, 2017 vest on the third anniversary of the date of grant based on pre-established performance goals related to achievement of Merger synergy efficiencies. As part of the 2017 Merger, the Board determined that PRSUs granted prior to the effective close date of the Merger were earned at the target level for Messrs. Macdonald, Rush, Gaenzle, and Dr. Gibertini.
(2)
These amounts represent estimated fair value of the awards, measured according to the accounting rules and do not reflect the actual value or potential realizable or realized value received by our NEOs. The amounts reported in this column represent the aggregate grant date fair value of the awards and are computed in accordance with FASB ASC Topic 718. The amount reported for the PRSUs is based on the number of RSUs corresponding to the 100% target level performance valued at the closing stock price on the date of grant. The amount reported for the time-based RSUs is valued at the closing stock price on the date of grant.

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OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2017
The following table provides information regarding the outstanding equity awards held by each of our NEOs as of December 31, 2017. 
Name
Vesting
Commencement
Date
Option Awards
Stock Awards
Number of Securities Underlying Unexercised Options
(#)
Exercisable
Number of Securities Underlying Unexercised Options
(#)
Unexercisable
 
Option Exercise Price
($)
Option Expiration Date
Number of Shares or Units of Stock That Have Not Vested
(#)
Market Value of Shares or Units of Stock That Have Not Vested
($)(1)
 
Equity Incentive Plan Awards:
Number of Unearned shares, Units or Other Rights That Have Not Vested
(#)
Equity Incentive Plan Awards:
Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)(1)
Alistair Macdonald, Chief Executive Officer and Director
9/28/2010 (2)
8/17/2012 (3)
6/30/2014 (4)
6/30/2015 (5)
1/19/2016 (5)
8/1/2016 (5)
14,840
8,828
37,868
8,700
1,223
8,889



8,698
3,666
26,664
$8.45
$10.57
$16.06
$40.12
$42.88
$42.76
10/5/2020
9/24/2022
6/30/2024
6/30/2025
1/19/2026
8/1/2026
93,491

4,076,208

36,429

1,588,304

Gregory S. Rush, Former Executive Vice President and Chief Financial
Officer
6/30/2015 (5)
1/19/2016 (5)

8,132
3,999
$40.12
$42.88
6/30/2025
1/19/2026
67,527

2,944,177

11,803

514,611

Christopher L. Gaenzle, Former Chief Administrative Officer, General Counsel and Secretary
6/30/2015 (5)
1/19/2016 (5)
7,291
1,006
7,290
3,016
$40.12
$42.88
6/30/2025
1/19/2026
55,897

2,437,109

11,475

500,310

Michael A. Bell, Chairman of the Board
11/15/2016 (6)
321,736
$28.63
11/15/2026


29,143

1,270,635

Michael Gibertini, PhD, President, Clinical Development, Therapeutic Business Units
 6/30/2015 (5)
1/19/2016 (5)
8,412
3,666

$40.12
$42.88
6/30/2025
1/19/2026




(1)
Calculations are based on the closing market price of $43.60 of our stock on the NASDAQ on December 29, 2017.
(2)
This option was granted on October 5, 2010 and amended by the Board on August 5, 2013 and October 3, 2014, as set forth in Note 8 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. A total of 148,402 Common Stock shares are subject to the option, of which 74,201 Common Stock shares vest in five equal annual installments beginning on the first anniversary of the vesting commencement date and 74,201 Common Stock shares vest in five equal annual installments beginning on December 31, 2013.
(3)
This option was granted on September 24, 2012 and amended by the Board on August 5, 2013 and October 3, 2014, as set forth in Note 8 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. A total of 88,284 Common Stock shares are subject to the option, of which 44,142 Common Stock shares vest in five equal annual installments beginning on the first anniversary of the vesting commencement date and 44,142 Common Stock shares vest in five equal annual installments beginning on December 31, 2013.

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(4)
These stock options were granted on June 30, 2014 and amended by the Board on October 3, 2014, as set forth in Note 8 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. Half of the Common Stock shares vest in five equal annual installments beginning on the first anniversary of the vesting commencement date and half of the Common Stock shares vest in five equal annual installments beginning on December 31, 2014.
(5)
These stock options were granted on the vesting commencement date and will vest in four equal annual installments beginning on the first anniversary of the grant date.
(6)
This option was granted on November 15, 2016 and was amended on August 1, 2017, as set forth in Note 10 to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2017.
2017 OPTION EXERCISES AND STOCK VESTED
The following table provides information concerning the exercise of stock options and the vesting of RSUs held by our NEOs during 2017.
Name
Option Awards
Stock Awards
Number of Shares Acquired on Exercise
(#)
Value Realized On Exercise
($)(1)
Number of Shares Acquired on Vesting
(#)
Value Realized On Vesting
($)(2)
Alistair Macdonald,
Chief Executive Officer and Director
51,430
2,041,937
13,814
762,702
Gregory S. Rush,
Former Executive Vice President and Chief Financial Officer
182,913
8,243,333
14,736
802,790
Christopher L. Gaenzle,
Former Chief Administrative Officer, General Counsel and Secretary
68,634
2,965,638
13,013
710,687
Michael A. Bell,
Chairman of the Board
35,752
1,996,749
Michael Gibertini, PhD, President, Clinical Development, Therapeutic Business Units
112,733
4,601,562
78,553
3,181,336
(1)
The value realized on exercise is determined by multiplying the number of stock options by the difference between the exercise price of the option and the closing price of our common stock on the date of exercise.
(2)
The value realized on vesting is determined by multiplying the number of stock awards that vested by the closing price of our common stock on the vesting date.
2017 Nonqualified Deferred Compensation
Pursuant to our elective nonqualified deferred compensation plan, eligible employees in the United States, including our NEOs, may defer up to 50% of their eligible base salaries as of the first day of the calendar year and up to 100% of awards earned under the MIP. Deferral elections are made by eligible employees before the beginning of the calendar year for which the compensation is payable. Contributions to the elective nonqualified deferred compensation plan consist solely of participants’ elective deferral contributions, with no matching or other employer contributions.
The nonqualified deferred compensation plan allows eligible employees to make individual investment elections that best suit their goals, time horizon and risk tolerance on their deferral amounts. Participants may change their investment elections at any time. Deferrals are only deemed to be invested in the investment options selected. Investment options consist of a variety of well-known mutual funds. The plan does not operate in a manner to provide any above-market returns or preferential earnings to participants. For 2016, participants were able to choose among a total of 30 investment options. Distributions of amounts credited to the account of a NEO under the elective nonqualified deferred compensation plan will generally commence six months after the date of the executive’s separation from service. 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

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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 five years, or a combination thereof, except in the case of in-service distributions or death, which are always paid in a lump sum.
The following table provides information related to the potential benefits payable to each of our NEOs under our elective nonqualified deferred compensation plan.
Name
Executive Contributions in Last FY
($)
Registrant Contributions in Last FY
($)
Aggregate Earnings in Last FY(1)
($)
Aggregate Withdrawals/Distributions
($)
Aggregate Balance at Last FYE
($)
Alistair Macdonald (2)
Gregory S. Rush
Christopher L. Gaenzle
Michael A. Bell
Michael Gibertini, PhD
105,566
432,898
(1)
Amounts in this column are not reported as compensation for fiscal year 2017 in the Summary Compensation Table because they do not reflect above market or preferential earnings.
(2)
Mr. Macdonald is not eligible to participate because he resides outside of the United States.
Employment Agreements
We have entered into employment agreements with each of our NEOs. The material provisions of each such agreement are described below.
Alistair Macdonald
In July 2016, we entered into an employment agreement with Alistair Macdonald appointing him as our Chief Executive Officer, effective October 2016. The agreement is governed by English law. Under the agreement, we pay Mr. Macdonald an annual base salary established by our Board or the Compensation Committee. As of December 31, 2017, Mr. Macdonald’s annual base salary was $1,000,000, subject to annual increases as determined by the Compensation Committee.
Either we or Mr. Macdonald may terminate the agreement for any reason upon six months’ prior written notice. We also can terminate Mr. Macdonald immediately upon written notice by paying him six months of his base salary in lieu of the notice period. This payment is not required if Mr. Macdonald: (i) commits any act of serious misconduct; (ii) commits any serious breach or repeated or continued breach of his obligations under the agreement; (iii) is guilty of conduct tending to bring him or the Company or any group company into disrepute; (iv) has a bankruptcy order made against him or has an interim order made against him under the Insolvency Act 1986 or is deemed bankrupt; (v) fails to perform his duties to a satisfactory standard, after having received a written warning from the Board relating to the same; (vi) is convicted of an offense under any statutory enactment or regulation (other than a motoring offence for which no custodial sentence can be imposed); (vii) breaches certain clauses of the agreement; (viii) becomes prohibited by law from being a director; or (ix) resigns from office as a director of the Company or any Company affiliate or refuses to hold office as a director of the Company or any Company affiliate.
If we are wound up for the purposes of reconstruction or amalgamation and, as a result, Mr. Macdonald is terminated or his duties redefined in a manner consistent with his current position or status with the Company, he will have no claim against the Company for termination of employment or otherwise as long as he is first offered employment with the resulting company on terms no less favorable to Mr. Macdonald as those in the agreement. If Mr. Macdonald unreasonably refuses such employment or transfer of his agreement to the resulting company, we may terminate his employment.
The agreement includes non-solicitation and non-competition provisions that apply during Mr. Macdonald’s employment and extend for 12 months after the earlier of Mr. Macdonald’s termination of employment or notice thereof.

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The description provided above reflects the key terms of Mr. Macdonald’s employment agreement in effect at the end of 2016 and through March 2017. At the beginning of April 2017, the Company entered into an amendment (the “Amendment”) with Mr. Macdonald to restructure existing pension entitlements in compliance with United Kingdom pension regulations and define severance benefits Mr. Macdonald may receive consistent with other executive officers of the Company under the Company’s Executive Severance Plan described further in this CD&A.
The Company believes maintaining key separation terms among the NEOs and providing competitive levels of separation benefits are important to providing alignment among our NEOs. The Amendment provides a cash severance payment equal to the sum of two times his base salary and 12 months of health care coverage continuation if Mr. Macdonald’s employment is terminated without cause or he resigns for good reason as defined in the Amendment other than in connection with a change in control. If Mr. Macdonald is terminated without cause or he resigns for good reason during the period commencing three months prior to and ending 24 months after a change in control of the Company, then he will receive a cash severance payment equal to three times his base salary plus one times his target bonus, 12 months of health care coverage continuation and full vesting of any outstanding, unvested equity awards. The Amendment also includes a provision to reduce the severance amounts payable by the Company to Mr. Macdonald to reflect any statutory severance Mr. Macdonald would receive under English law. No other material changes were made to Mr. Macdonald’s agreement.
Gregory S. Rush, Michael Gibertini, Ph.D., and Christopher L. Gaenzle
In July 2014, we entered into employment agreements with Michael Gibertini, PhD., our President, Clinical Development, Therapeutic Business Units and Christopher L. Gaenzle, our former Chief Administrative Officer, General Counsel and Secretary; and in August 2013, we entered into an employment agreement with Gregory S. Rush, our former Executive Vice President and Chief Financial Officer. We refer to each of Messrs. Rush and Gaenzle, and Dr. Gibertini as an Executive. The agreements are governed by the laws of North Carolina. Under the agreements, we pay the Executives an annual base salary established by our Board or our Compensation Committee. As of December 31, 2017, the annual base salaries were $540,000 for Mr. Rush, $540,000 for Dr. Gibertini and $525,000 for Mr. Gaenzle. The Committee reviews the Executive’s base salary annually as described in the CD&A.
Either we or the Executives may terminate the agreements at any time upon 45 days prior written notice, which we can shorten in our discretion. We may terminate the Executive’s employment immediately by written notice for “disability” and “cause” and the Executive may resign by written notice for “good reason”. Under the agreements, “disability” means a physical or mental condition that renders the Executive unable to perform the essential functions of the Executive’s job, with or without reasonable accommodation, for a continuous period of more than 90 days or for 90 days in any period of 180 consecutive days, and will be determined by a physician satisfactory to us and in accordance with applicable law. Under the agreements, “cause” means (i) the Executive’s breach of any fiduciary duty or legal or contractual obligation to us or our Board, (ii) the Executive’s failure to follow the reasonable instructions of our Board or his direct supervisor consistent with the Executive’s duties and responsibilities, which breach, if curable, is not cured within 10 business days after notice to the Executive or, if cured, recurs within 180 days, (iii) the Executive’s gross negligence, willful misconduct, fraud, insubordination or acts of dishonesty relating to us, or (iv) the Executive’s commission of any misdemeanor relating to us or of any felony. Under the agreements, “good reason” means the occurrence, without the Executive’s express written consent, of any of the following: (i) a material reduction in the Executive’s base salary or target bonus payout under our management incentive bonus program; (ii) a material adverse change to Executive’s title or a material reduction in the Executive’s authority, job duties, or responsibilities; (iii) a requirement that the Executive relocate to a principal place of employment more than 50 miles from our offices at 3201 Beechleaf Court, in Raleigh, North Carolina; or (iv) a material breach of the employment agreement by us; provided that, any such event will only constitute good reason if the Executive provides us with written notice of the basis for the good reason within 45 days of our initial actions or inactions giving rise to such good reason and subject to a 30 day cure period.
If we terminate the Executive’s employment due to his disability or death, we must pay to him or his estate, in addition to any short-term or long-term disability and life insurance benefits to which he is entitled, his “Accrued

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Payments” (some of which may be prorated). We must also pay the Executive Accrued Payments if we terminate his employment for cause or the Executive resigns without good reason. Under the agreements, “Accrued Payments” means (i) any unpaid base salary earned by the Executive as of his termination of employment, (ii) any unpaid amount actually earned and due to the Executive pursuant to our management incentive program, and (iii) any business expenses for which Executive is entitled to reimbursement.
The agreements include non-solicitation and non-competition provisions that apply during the Executive’s employment and extend for 12 months thereafter for Dr. Gibertini and Mr. Gaenzle, and 12 months (non-solicitation) and six months (non-competition) thereafter for Mr. Rush.
A new “Executive Severance Plan”, described further in this CD&A, was approved in September 2016, which included Messrs. Rush and Gaenzle, and Dr. Gibertini. The terms of this plan regarding termination of employment and related benefits supersede the employment agreements in place for these Executives.
On November 13, 2017, we entered into a letter agreement with Dr. Gibertini. As part of his transition from Chief Operating Officer to his current role as President, Clinical Development, Therapeutic Business Units of the Company, the Company agreed to vest his outstanding equity awards and pay a portion of his severance, equal to $1,242,000 (which is the sum of his base salary plus two times his target bonus). The Company entered into this agreement because Dr. Gibertini played an important role in assisting with the transition after the Merger. Dr. Gibertini retains the right to receive the balance of his severance entitlement, equal to 12 months of salary continuation and up to 18 months of health care coverage continuation upon a subsequent termination of employment for any reason other than for “Cause”.
On January 3, 2018, we entered into a letter agreement with Mr. Rush regarding his transition. Effective February 21, 2018, Mr. Rush ceased to serve as Executive Vice President and Chief Financial Officer of the Company and will remain an employee until April 30, 2018. As part of Mr. Rush’s transition, he will receive a one-time cash transition bonus equal to $400,000, payable $250,000 on the date 2017 annual bonuses are paid and $150,000 promptly after April 30, 2018, subject to execution of a release of claims. Mr. Rush’s non-competition covenant, pursuant to his employment agreement with the Company, dated August 5, 2013, will be deemed to run from February 16, 2018.
On February 14, 2018, Mr. Gaenzle resigned and ceased to be an executive officer on February 19, 2018 but will remain an employee until April 15, 2018.
Michael A. Bell
In connection with the Merger Agreement, on May 10, 2017, we entered into a letter agreement with Mr. Bell (the “Bell May Letter Agreement”). Pursuant to the terms of the Letter Agreement, Mr. Bell will act as Chairman of the Board until the earlier of the Company’s 2019 annual shareholder meeting or May 10, 2019 (the “Transition Date”) and will serve as an executive officer running the Company’s commercial division until a successor division head is chosen. The Bell May Letter Agreement provides that Mr. Bell may be removed by the Board upon a majority vote. Mr. Bell holds stock options to purchase shares of our Common Stock as a result of the conversion of his outstanding inVentiv stock options upon the effective time of the Merger. Any restrictions on the sale of shares of our Common Stock that may be issued upon exercise of these stock options will lapse upon certain terminations of employment or the Transition Date.
Mr. Bell will continue to have the same $850,000 salary and $850,000 target annual bonus opportunity as provided under his employment agreement with inVentiv Health, Inc. Mr. Bell will be entitled to receive $2,550,000 (plus 6% interest accruing from August 1, 2017) in cash severance upon a termination by Company without cause or his resignation for good reason, in either case, prior to the Transition Date or upon any termination of employment after the Transition Date. In addition, Mr. Bell will be entitled to receive 12 months of health and welfare benefit continuation and three months of career transition services in connection with such termination of employment.
On December 5, 2017, we entered into another letter agreement with Mr. Bell (the “Bell December Letter Agreement”), in connection with Mr. Bell’s transitioning from his role as President, Commercial Division and an executive officer to a non-executive employee through April 1, 2018 (the “Bell Transition Period”). During the Bell

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Transition Period, he will continue to receive a salary at his current level and his 2017 annual cash performance bonus will be paid in the ordinary course and at such time that bonuses are normally paid. Mr. Bell is not eligible to receive a 2018 annual cash performance bonus or a 2018 long-term incentive award.
Executive Severance Plan
In September 2016, we established the Executive Severance Plan to enhance our ability to retain our key executives, including Messrs. Rush and Gaenzle and Dr. Gibertini and other officers of the Company.
The plan permits the plan administrator to designate the eligible executives who may participate in the plan. Messrs. Rush and Gaenzle and Dr. Gibertini have been selected to participate in the plan. The plan provides designated participants with severance benefits upon a termination of employment by us without cause or by the participant for Good Reason.
For a qualifying termination during the period beginning three months prior to and ending 24 months following a “Change in Control”, a participant will be entitled to the following: (i) a lump sum cash payment equal to 200% of the participant’s base salary and 200% of the participant’s target bonus for the year in which the termination occurs; (ii) a lump-sum cash payment equal to the aggregate amount of the full premium for benefit coverage continuation under COBRA for a period of eighteen months; and (iii) accelerated vesting of any unvested equity awards held by the participant.
For a qualifying termination outside the “Change in Control” period (as described above), a participant will be entitled to the following: (i) a lump sum cash payment equal to 165% of the participant’s base salary; and (ii) a lump-sum cash payment equal to the aggregate amount of the full premium for benefit coverage continuation under COBRA for a period of 18 months.
In order to receive any severance benefits under the plan, participants must sign a general release of claims against us. Some of the employees who are eligible to be selected to participate in the plan are also entitled to severance benefits under their employment agreements. However, severance benefits provided under the plan will be reduced by any severance benefits to which a participant would otherwise be entitled under the participant’s employment agreement, or any general severance policy or plan maintained by us that provides for severance benefits (unless the agreement, policy or plan expressly provides for severance benefits to be in addition to those provided under the plan). In addition, any amounts payable to a participant under the plan will be reduced to the maximum amount that could be paid without being subject to the excise tax imposed under the Code sections 280G and 4999, but only if the after-tax benefit of the reduced amount is higher than the after-tax benefit of the unreduced amount. The plan may be terminated or amended by us, provided the participants consent to the termination of the plan or to any amendment that materially and adversely impacts the right of the participant under the plan.

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 Summary of Potential Payments Upon Termination of Employment or Change in Control
The following table sets forth the potential payments and benefits our NEOs would receive in the event of a termination of employment. These payments and benefits have been quantified assuming their termination of employment, or their termination upon death or disability, or their termination following a change in control occurred on the last trading day of our most recently completed fiscal year ending December 31, 2017 and that the price per share of our common stock is the closing market price on December 29, 2017 of $43.60 per share.
Named Executive Officer
 
Termination Without Cause or Resignation For Good Reason not related to a Change in Control (1)
 
Termination For Cause or Resignation Without Good Reason (1)
 
Death
 
Disability (1)
 
Termination Without Cause or Resignation for Good Reason related to a Change in Control (1)
Alistair Macdonald
 
 
 
 
 
 
 
 
 
 
Cash Severance (2)
 
$
2,000,000

 
$

 
$

 
$

 
$
4,000,000

Health Care Coverage (12)
 
12,588

 

 

 

 
12,588

Group Life Insurance (3)
 

 

 
4,195,200

 

 

Long-Term Disability Benefits (4)
 

 

 

 
786,599

 

Stock Option Vesting (5)
 

 

 

 

 
55,306

Restricted Stock Unit Vesting (6)
 

 

 

 

 
4,076,208

Performance-Based Restricted Stock Unit Vesting (7)
 

 

 

 

 
1,588,304

 
 
$
2,012,588

 
$

 
$
4,195,200

 
$
786,599

 
$
9,732,406

Gregory S. Rush
 
 
 
 
 
 
 
 
 
 
Accrued Payments (8)
 
$

 
$
224,900

 
$
224,900

 
$
224,900

 
$

Cash Severance (9)
 
891,000

 

 

 

 
1,890,000

COBRA (10)
 
40,818

 

 

 

 
40,818

Group Life Insurance (3)
 

 

 
1,000,000

 

 

Long-Term Disability Benefits (11)
 

 

 

 
180,000

 

Stock Option Vesting (5)
 

 

 

 

 
31,179

Restricted Stock Unit Vesting (6)
 

 

 

 

 
2,944,177

Performance-Based Restricted Stock Unit Vesting (7)
 

 

 

 

 
514,611

 
 
$
931,818

 
$
224,900

 
$
1,224,900

 
$
404,900

 
$
5,420,785

Christopher L. Gaenzle
 
 
 
 
 
 
 
 
 
 
Accrued Payments (8)
 
$

 
$
218,700

 
$
218,700

 
$
218,700

 
$

Cash Severance (9)
 
866,250

 

 

 

 
1,837,500

COBRA (10)
 
32,037

 

 

 

 
32,037

Group Life Insurance (3)
 

 

 
1,000,000

 

 

Long-Term Disability Benefits (11)
 

 

 

 
180,000

 

Stock Option Vesting (5)
 

 

 

 

 
27,541

Restricted Stock Unit Vesting (6)
 

 

 

 

 
2,437,109

Performance-Based Restricted Stock Unit Vesting (7)
 

 

 

 

 
500,310

 
 
$
898,287

 
$
218,700

 
$
1,218,700

 
$
398,700

 
$
4,834,497

Michael A. Bell
 
 
 
 
 
 
 
 
 
 
Accrued Payments (8)
 
$

 
$

 
$

 
$

 
$
404,600

Cash Severance (9a)
 

 

 

 

 
2,550,000

COBRA (10a)
 

 

 

 

 
18,180

Group Life Insurance (3)
 

 

 

 

 

Long-Term Disability Benefits (11)
 

 

 

 

 

Stock Option Vesting (5)
 

 

 

 

 

Restricted Stock Unit Vesting (6)
 

 

 

 

 

Performance-Based Restricted Stock Unit Vesting (7)
 

 

 

 

 
1,270,635

 
 
$

 
$

 
$

 
$

 
$
4,243,415

 
 
 
 
 
 
 
 
 
 
 

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Named Executive Officer
 
Termination Without Cause or Resignation For Good Reason not related to a Change in Control (1)
 
Termination For Cause or Resignation Without Good Reason (1)
 
Death
 
Disability (1)
 
Termination Without Cause or Resignation for Good Reason related to a Change in Control (1)
Michael Gibertini, PhD
 
 
 
 
 
 
 
 
 
 
Accrued Payments (8)
 
$

 
$
208,800

 
$
208,800

 
$
208,800

 
$

Cash Severance (9)

540,000








540,000

COBRA (10)
 
13,155








13,155

Group Life Insurance (3)
 

 

 
1,000,000

 

 

Long-Term Disability Benefits (11)
 

 

 

 
180,000

 

 
 
$
553,155

 
$
208,800

 
$
1,208,800

 
$
388,800

 
$
553,155

(1)
“Cause,” “good reason,” “disability,” and “change in control” are defined in each NEO’s employment agreement.
(2)
A lump sum cash payment equal to two times base salary related to Non-CIC. A lump sum cash payment equal to three times base salary plus the target bonus amount, or if greater, the target bonus amount in effect prior to an event giving rise to a claim of Good Reason related to CIC.
(3)
Payment to the estate of executive in lump sum.
(4)
Yearly benefit after 26 week waiting period, paid monthly for maximum of five years.
(5)
Vesting of all unvested stock options on the termination date pursuant to the Company’s 2014 Equity Incentive Plan and associated award agreements. Amounts shown represent the intrinsic value of unvested in-the-money stock options determined based on the closing market price of our common stock on December 29, 2017, the last trading day of the year.
(6)
Vesting of all unvested restricted stock units on the termination date pursuant to the Company’s 2014 Equity Incentive Plan and associated award agreements. Amounts shown represent the value of unvested restricted stock units determined based on the closing market price of our common stock on December 29, 2017, the last trading day of the year.
(7)
Vesting of all PRSUs on the termination date that have not previously forfeited pursuant to the Company’s 2014 Equity Incentive Plan and associated award agreements. Amounts shown represent the value of unvested PRSUs based on the closing market price of our common stock on December 29, 2017, the last trading day of the year.
(8)
“Accrued payments” is defined in each NEO’s employment agreement.
(9)
“Cash severance” equal to (i) 165% of salary for a termination not related to CIC as defined in the Executive Severance Plan; the amount shall be paid within 60 days after NEO’s termination date. “Cash severance” equal to (ii) 200% of salary and two times target bonus for a termination related to a CIC as defined in the Executive Severance Plan; the amount shall be paid within 60 days after the later of the date of the CIC or the NEO’s termination date. Both cash severance payments also require the NEO to execute the Release and the revocation period to expire within such 60-day period. The payments do not incorporate any reductions from the best after tax provisions.
a.
$850,000 paid within 30 days of termination, plus $850,000 to be paid on each of the first two anniversaries of termination date. Pursuant to the Bell May Letter Agreement, Mr. Bell is entitled to 6% interest accruing from August 1, 2017 until paid in full.
(10)
COBRA coverage premiums for 18 months, paid in lump sum within 60 days of NEO’s termination.
a.
COBRA coverage premiums for 12 months, paid monthly for 12 months following termination.
(11)
Annual amount due to the executive, paid monthly for the term of the disability.
(12)
Continuation of health care coverage paid monthly for a period of 12 months following termination. Health care coverage costs have been converted to U.S. dollars using the December 31, 2017 exchange rate from GBP to U.S. dollars of 1 GBP/1.34912 U.S. dollars as obtained from Oanda.com.




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CEO Pay Ratio Disclosure
As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Alistair Macdonald, our Chief Executive Officer and principal executive officer (our “CEO”).
For 2017, our last completed fiscal year, the median of the annual total compensation of all employees of our company (other than our CEO), was $70,198; and the annual total compensation of our CEO was $5,870,074.
Based on this information, our reasonable 2017 estimate for the ratio of the annual total compensation of Mr. Macdonald, our CEO, to the median of the annual total compensation of all employees was 84 to 1.
To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of the “median employee”, the methodology and the material assumptions, adjustments, and estimates that we used were as follows:
We determined that, as of November 30, 2017, our employee population consisted of approximately 20,500 individuals working at our parent company and consolidated subsidiaries, with approximately 50% of these individuals located in the United States, 24% located in Europe, 17% located in various countries of Asia, and the remainder in various countries in Latin American and in Canada. We selected November 30, 2017, which is within the last three months of 2017, as the date upon which we would identify the “median employee” to allow sufficient time to identify the median employee given the global scope of our operations.
Our employee population consisted of approximately 20,500 individuals, of which 96% are full-time employees. Over half of our employees (approximately 10,500 individuals) are located in the United States and directly employed by the Company; the remainder are employed by various consolidated subsidiaries outside of the United States. Of the U.S. employees, over 98% are full-time, with the remainder employed on a part-time (less than 30 hours per week) basis. We believe this high percentage of full-time employees is representative of the proportion of our global employee population.
Our Company uses several human resources systems, in part or a result of the Merger during 2017. Base compensation and incentive compensation for all employees is maintained in one system, which is located in the United States. Other compensation information, such as overtime and other miscellaneous payments, is located in several payroll systems throughout the world.
To identify the median employee from our employee population, we created a global listing of all employees throughout the world and converted each employee’s salary to U.S. dollars to make them comparable. Other compensation, including but not limited to overtime, bonus, and long-term incentive grant value, if applicable, was added to each respective employee’s base salary to determine an estimate of each employee’s annualized 2017 compensation. We did not make any cost-of-living adjustments in identifying the median employee.
Using this methodology, we determined that the median employee was a full-time employee located in the United States, with annualized 2017 compensation as of November 30, 2017 in the amount of $70,198.
With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column (column 9) of our 2017 Summary Compensation Table included in our 2018 Proxy Statement and incorporated by reference under Item 11 of Part III of our 2018 Annual Report. This resulted in annual total compensation for purposes of determining the ratio in the amount of $5,870,074.
We believe the inclusion of the value of all compensation for our CEO, compared to the compensation of our median employee, yielding roughly an 84:1 ratio, is a reasonable comparison. The CEO’s reported total compensation would be $2.0 million less if Mr. Macdonald’s special long-term incentive grant made in August 2017, as described in our 2018 Proxy Statement Compensation Discussion and Analysis, was excluded. This performance-based grant is not expected to recur in future years. If the value of the grant is excluded from his compensation for the purpose of the comparison described above, the ratio would reduce from 84:1 to approximately 55:1.

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PROPOSAL TWO
ADVISORY (NONBINDING) VOTE ON EXECUTIVE COMPENSATION
As discussed in the CD&A, our compensation strategy focuses on providing a total compensation package that is designed to attract and retain high-caliber executives by incentivizing them to achieve Company and individual performance goals and closely aligning these goals with stockholder interests. Our philosophy reflects our emphasis on pay for performance and on long-term value creation for our stockholders.
As required by Section 14A of the Exchange Act, we are providing stockholders with an advisory (nonbinding) vote on the compensation of our NEOs as described in this Proxy Statement. This proposal, known as a “Say-on-Pay” proposal, is designed to give our stockholders the opportunity to endorse or not endorse our Company’s executive compensation program by voting for or against the following resolution:
“Resolved, that the stockholders approve, on an advisory (nonbinding) basis, the compensation of our NEOs, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the SEC (which disclosure includes the CD&A, the Summary Compensation Table for fiscal year 2017, and other related tables and disclosures).”
When you cast your vote, we urge you to consider the description of our executive compensation program contained in the CD&A and the accompanying tables and narrative disclosures.
Required Vote
The affirmative vote of a majority of our common stock present or represented and voting on our executive compensation is required to approve our executive compensation. Because your vote is advisory, it will not be binding upon our Board, will not overrule any decision by our Board and will not create or imply any additional fiduciary duties on our Board or any member thereof. However, our Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
In accordance with Delaware law, abstentions and broker non-votes will be counted for purposes of determining the presence or absence of a quorum. Abstentions and broker non-votes will not be counted for purposes of determining the number of shares represented and voted in the meeting and, accordingly, will not affect the outcome of this proposal.

The Board of Directors unanimously recommends that stockholders vote FOR Proposal Two on our executive compensation as described in this Proxy Statement.

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PROPOSAL THREE
APPROVAL OF THE SYNEOS HEALTH, INC.
2018 EQUITY INCENTIVE PLAN
We are asking our stockholders to approve the Syneos Health, Inc. 2018 Equity Incentive Plan (the “2018 Plan”), as adopted by the Board on March 15, 2018, subject to stockholder approval. If approved the stockholders, the 2018 Plan is intended to be the successor plan to the INC Research Holdings, Inc. 2014 Equity Incentive Plan, as amended and restated (the “Prior Plan”). Upon approval of the 2018 Plan, no further grants will be made under the Prior Plan.
The Board believes the continued ability to grant equity awards is a necessary and essential recruiting and retention tool for the Company to attract and retain the high-caliber employees, officers and directors critical to the Company’s success. The Prior Plan is the Company’s only active employee equity plan (other than its Employee Stock Purchase Plan). As of March 27, 2018, we have approximately 578,572 shares remaining for issuance under the Prior Plan. We estimate that this remaining pool will be exhausted before the 2019 stockholder meeting despite the fact that, to maximize stockholder value, the Company actively manages its program to use its equity plan resources as effectively as possible. The 2018 Plan provides for the issuance of 5,230,000 of shares, in addition to the shares that are not issued under the Prior Plan as of the date the 2018 Plan becomes effective.
Outstanding Awards under Prior Plan and Determination of Share Reserve for the 2018 Plan
As of March 27, 2018, there were 2,374,536 options outstanding in the aggregate under the Prior Plan, the INC Research Holdings, Inc. 2010 Equity Incentive Plan, as amended, and Double Eagle Parent, Inc. 2016 Omnibus Equity Incentive Plan, with a weighted average exercise price of $28.69 and a weighted average remaining term of 7.4 years, and 2,529,470 full value awards that were unvested and outstanding.
In reviewing our historical grant practices, we have issued 1,807,790 shares, net of cancellations, over the last three fiscal years. The table below summarizes our equity grant practices during the most recent three fiscal years (shares in thousands).
Fiscal Year
 
Basic Weighted Average Shares Outstanding
 
RSU Awards Granted
 
PRSU Awards Granted(1)
 
PRSU Awards Earned(2)
 
Stock Options Granted(3)
 
Annualized Burn Rate(4)
2017
 
74,913,459
 
463,172
 
165,622
 
103,737
 
64,899

 
0.84%
2016
 
54,030,858
 
537,073
 
144,900
 
18,868
 
395,548
 
1.99%
2015
 
57,888,273
 
226,206
 

 

 
447,886
 
1.16%
(1) PRSUs granted on January 19, 2016 are granted based on assumed maximum payout of 150% of target.  PRSUs granted on January 27, 2017, are granted based on assumed maximum payout of 100% of target. PRSUs granted on August 10, 2017 are granted based on assumed payout target of 100% .
(2) For performance period ending on December 31, 2016, 18,868 PRSUs were earned at target in 2016. As a result of the Merger on August 1, 2017, 37,732 PRSUs granted on January 19, 2016, and 66,005 PRSUs granted on January 27, 2017 were earned at target; no additional PRSUs granted on these dates can be earned.
(3) Stock options granted in 2017 were replacement options granted from the Double Eagle Plan in connection with the Merger. These options were excluded from the Burn Rate calculation. Burn Rate for fiscal year 2017 would have been 0.93% if the replacement stock options were included.
(4) Burn Rate is calculated as of December 31 of each fiscal year using a 1:1 ratio for all awards and is calculated by dividing the number of shares underlying equity awards granted to key employees and directors in a fiscal year by the number of basic weighted average common shares outstanding.
Based on a review of our historical and projected grant practices, we believe that the share reserve for use under the 2018 Plan will meet the Company’s equity grant needs for approximately 2.5 years. The shares reserved may, however, be sufficient for more or less than 2.5 years depending on currently unknown factors, such as the number of grant recipients, future grant practices, and the Company’s share price.
As of March 31, 2018, our stock overhang was 4.4%. Assuming stockholders approve the 2018 Plan, our stock overhang will be 9.4%. For this purpose, “stock overhang” is defined as the percentage calculated by dividing the number of outstanding awards that have been issued to key employees and directors under the existing equity incentive plans, plus shares authorized under the 2018 Plan, divided by the number of total common shares outstanding.

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Key Terms of the Plan at a Glance and Best Practices
The following is a summary of the key provisions of the 2018 Plan.
Plan Term
The 2018 Plan was adopted by the Board on March 15, 2018, subject to obtaining stockholder approval (the date the stockholders approve the “Effective Date”), and will continue in effect until terminated by the Board or the Committee.
Eligible Participants
Employees, consultants or other personal service providers of the Company and any subsidiary of the Company and non-employee directors of the Company are eligible to receive each type of award offered under the 2018 Plan, except for “incentive stock options” (within the meaning of Section 422 of the Code), which may be granted only to employees of the Company or any subsidiary of the Company.
Shares Available for Awards
Over the term of the Plan, 5,230,000 shares (including the shares available for issuance under the Prior Plan, including shares subject to awards outstanding under the Prior Plan, subject to adjustment in the event of certain changes in the capitalization of the Company.
ISO Limits
5,230,000 shares reserved for issuance under the 2018 Plan may be (although are not required to be) issued pursuant to incentive stock options.
Award Types
(1)    Stock options 
(2)    Stock appreciation rights (SARs) 
(3)    Restricted stock awards 
(4)    Restricted stock units  
(5)    Stock awards
Award Terms (Exercisability Period)
Stock options and SARs will have a term of no longer than 10 years, and incentive stock options granted to 10% owners will have a term of no longer than 5 years.
Minimum Vesting Requirements
Vesting is generally determined by the Committee within the limits set forth in the 2018 Plan, except that no award may vest before the first anniversary of the grant date (other than substitute awards granted in connection with a transaction), except with respect to a carve-out of 5% of the number of shares reserved for issuance as of the Effective Date.
Performance Award Limits
No award of options, stock appreciation rights or full value awards that vest based on the attainment of performance goals that is granted to any eligible person (other than a non-employee director) in any fiscal year may cover a number of shares that exceeds 2 million shares for each award type individually, subject to adjustment in the event of certain changes in the capitalization of the Company.
Non-Employee Director Limits
The sum of the date of grant fair value of all awards payable in shares taken together with any cash fees payable to a non-employee director as compensation for services as a non-employee director during any calendar year may not exceed $500,000 (and $800,000 in the case of the Chairman of the Board).
Not Permitted Without Stockholder Approval
(1)    Repricing or reducing the exercise price of a stock option or stock appreciation right without stockholder approval. 
(2)    Cancelling any outstanding stock option or stock appreciation right in exchange for an option or stock appreciation right with a lower exercise price or base price. 
(3)    Replacing any outstanding stock option or stock appreciation with any other award or cash at a time when the stock option or stock appreciation right has an exercise price or base price that is higher than the fair market value of a share of common stock.
No Liberal Share Recycling
The following shares will not be added back to the number of shares available for issuance: (i) shares covered by an award that are tendered or withheld in payment of the purchase price or tax withholding due with respect to the award, (ii) shares that are not issued or delivered as a result of net settlement of an outstanding stock appreciation right or option; (iii) shares that are repurchased on the open market with the proceeds of an option exercise.
Dividend/Dividend equivalent Payments
No dividend or dividend equivalent payable in connection with an award may be paid unless the underlying awards vests.
Change in Control
The 2018 Plan does not provide for automatic single-trigger vesting acceleration upon a change in control of the Company.

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Summary of the 2018 Plan
The following summary of certain material features of the 2018 Plan is qualified in its entirety by reference to the 2018 Plan, which is attached to this Proxy Statement as Appendix A.
Purpose. The purpose of the 2018 Plan is to further align the interest of eligible participant with those of the Company’s stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company and its common stock. The 2018 Plan is intended to advance the interest of the Company and increase stockholder value by attracting, retaining and motivating key personnel upon whose judgment, initiative and effort the successful conduct of the Company’s business is largely dependent.
Administration. The 2018 Plan will be administered by the Compensation Committee or another committee of the Board, comprised of no fewer than two members of the Board who are appointed by the Board to administer the plan, or, subject to the limitations set forth in the 2018 Plan, the Board (the plan administrator is referred to herein as the “Committee”). Subject to the limitations set forth in the 2018 Plan, the Committee has the authority (among other things) to determine the persons to whom awards are to be granted, prescribe the restrictions, terms and conditions of all awards and shares issued pursuant to awards under the 2018 Plan, interpret the 2018 Plan, qualify or disqualify awards under tax-advantaged programs outside the United States and adopt sub-plans (including, to facilitate participation in the 2018 Plan for non-US participants) and rules for the administration, interpretation and application of the 2018 Plan. The Company has the authority to delegate to one or more officers of the Company the authority to grant awards under the 2018 Plan to the extent permitted under applicable law.
Reservation of Shares. Subject to adjustments as described below, the maximum aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2018 Plan will be equal to the sum of (i) 5,230,000 shares plus (ii) the number of shares of common stock available for issuance under the Prior Plan as of the Effective Date (including shares subject to awards granted under the Prior Plan that would otherwise subsequently become available for issuance under the Prior Plan upon any reason under the terms of the Prior Plan. The total number of shares of common stock that may be issued pursuant to “incentive stock options” within the meaning of Section 422 of the Code is 5,230,000, subject to the adjustments described below. Any shares of common stock issued under the 2018 Plan will consist of authorized and unissued shares, treasury shares, or shares purchased on the open market.
In the event of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split or other distribution with respect to common stock, or any merger, reorganization, consolidation, combination, spin-off, stock purchase, or other similar corporate change or any other change affecting common stock (other than regular cash dividends to our stockholders), the Committee will, in the manner and to the extent it considers equitable to the participants in the 2018 Plan and consistent with the terms of the 2018 Plan: (i) adjust the maximum number and kind of securities available for grant (including to the maximum number of shares that may be issued pursuant to incentive stock options); (ii) adjust to the maximum limitations applicable to performance awards granted under the 2018 Plan, the number and kind of shares of common stock; (iii) adjust other terms including the exercise price or base price of outstanding awards; and/or (iv) issue additional awards or shares of common stock, issue dividend equivalent rights or make cash payments to holders of outstanding awards under the 2018 Plan.
Share Counting. To the extent that an award granted under the 2018 Plan is canceled, expired, forfeited, surrendered, settled by delivery of fewer shares than the number underlying the award, settled in cash or otherwise terminated without delivery of the shares, the shares of common stock retained by or returned to us will: (i) not be deemed to have been delivered under the 2018 Plan, (ii) be available for future awards under the 2018 Plan, and (iii) increase the share reserve by one share for each share that is retained by or returned to us. Notwithstanding the foregoing, shares that are (x) withheld from an award or separately surrendered by the participant in payment of the exercise or purchase price or taxes relating to such an award, (y) not issued or delivered as a result of the net settlement of an outstanding stock option or stock appreciation right, or (z) repurchased on the open market using proceeds from the exercise of a stock option will be deemed to constitute delivered shares, will not be available for future awards under the 2018 Plan and will continue to be counted as outstanding for purposes of determining whether award limits have been attained. Awards assumed or substituted for in a merger, consolidation, acquisition of property or stock or reorganization will not reduce the share reserve, will not be subject to or counted against the award limits under the

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2018 Plan, and will not replenish the share reserve upon the occurrence of any of the events described at the beginning of this paragraph.
Performance Award Limitations. The maximum number of shares of common stock that may be subject to stock options, stock appreciation rights, performance-based restricted stock awards and performance-based RSUs granted to any participant other than a non-employee director during any calendar year will be limited to 2,000,000 shares of common stock for each such award type individually, subject to adjustments in the case of certain capitalization events of our Company.
Non-Employee Director Award Limitations. The sum of the grant date fair value (determined in accordance with accounting standards) of all awards payable in shares taken together with any cash fees payable to a non-employee director as compensation for services as a non-employee director during any calendar year may not exceed $500,000 (and $800,000 in the case of the Chairman of the Board). This maximum annual limit is designed to allow for reasonable increases in compensation over time and to enable the Board to provide additional compensation to address unanticipated services required from Board members in certain circumstances.
Eligibility. Employees, consultants or other personal service providers of the Company and any subsidiary of the Company and non-employee directors of the Company are eligible to receive awards under the 2018 Plan. As of March 27, 2018, approximately 1,815 persons, including 1,804 employees, 2 executive officers, and 9 non-employee directors were eligible to receive awards under the 2018 Plan. No consultants or other personal service providers were eligible to receive awards under the 2018 Plan.
Fair Market Value of Shares. The fair market value of our shares on any relevant date under the 2018 Plan is generally the closing price per share on that date on the Nasdaq Stock Market. The closing price of our shares as reported on the Nasdaq Stock Market on March 27, 2018 was $36.20 per share.
Minimum Vesting Requirements. Except with respect to 5% of the number of shares available for grant as of the Effective Date (the “Unrestricted Pool”), the 2018 Plan mandates a minimum one-year vesting period for all awards granted on or after the Effective Date, other than awards granted in substitution for awards previously granted by a company acquired by the Company. The Committee has discretion to accelerate the vesting of awards, provided that such acceleration does not cause an award subject to a one-year minimum vesting period to vest prior to one year from grant, other than upon a change in control or upon a participant’s death or disability.
Stock Options. Stock options granted under the 2018 Plan may be issued as either incentive stock options, within the meaning of Section 422 of the Code, or as nonqualified stock options. Incentive stock options may only be granted to employees of the Company and our subsidiaries as defined in Section 424(f) of the Code. The exercise price per share of an option will be not less than 100% of the fair market value of a share of common stock on the date of the grant of the option and the maximum term of an option will be 10 years from the date of grant. In addition, in the case of any incentive stock option granted to any individual who owns, as of the date of grant, shares possessing more than 10% of the total combined voting power of all classes of our shares, the incentive stock option must have an exercise price that is not less than 110% of the fair market value of a share on the date of grant and the maximum term of any such incentive stock option is 5 years. Subject to the 2018 Plan’s minimum vesting requirements, the Committee will determine the vesting and/or exercisability requirements and the term of exercise of each option, including the effect of termination of service of a participant or a change in control. The vesting requirements may be based on the continued employment or service of the participant for a specified time period or on the attainment of specified business performance conditions established by the Committee. The vesting of options may be accelerated in certain circumstances, as determined by the Committee.
To exercise an option, the participant must pay the exercise price, subject to specified conditions, (i) in cash or by cash equivalent acceptable to the Committee, or, (ii) to the extent permitted by the Committee, and set forth in an award agreement or elsewhere (including by a policy or resolution of the Committee), (A) in shares of common stock, (B) through an open market broker-assisted transaction, (C) by reducing the number of shares of common stock otherwise deliverable upon the exercise of the stock option, (D) by combination of any of the above methods or (E) by such other method approved by the Committee, and must pay any required tax withholding amounts. All options generally are nontransferable.

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Stock Appreciation Rights. A stock appreciation right may be granted either in tandem with an option or without a related option. A stock appreciation right entitles the participant, upon settlement or exercise, to receive a payment based on the excess of the fair market value of a share of common stock on the date of settlement or exercise over the base price of the right, multiplied by the number of shares of common stock as to which the right is being settled or exercised. Stock appreciation rights may be granted on a basis that allows for the exercise of the right by the participant or that provides for the automatic payment of the right upon a specified date or event. The base price of a stock appreciation right may not be less than 100% of the fair market value of a share of common stock on the date of grant. Subject to the 2018 Plan’s minimum vesting requirements, the Committee will determine the vesting requirements and the term of exercise of each stock appreciation right, including the effect of termination of service of a participant or a change in control. The vesting requirements may be based on the continued employment or service of the participant for a specified time period or on the attainment of specified business performance conditions established by the Committee. The vesting of stock appreciation rights may be accelerated in certain circumstances, as determined by the Committee. The maximum term of a stock appreciation right will be ten years from the date of grant. Stock appreciation rights may be payable in cash or in shares of common stock or in a combination of both. All stock appreciation rights generally are nontransferable.
Restricted Stock Awards. A restricted stock award represents shares of common stock that are issued subject to restrictions on transfer and vesting requirements. Subject to the 2018 Plan’s minimum vesting requirements, the vesting requirements may be based on the continued service of the participant for a specified time period or on the attainment of specified performance goals established by the Committee, and vesting may be accelerated in certain circumstances, as determined by the Committee. For restricted stock awards subject to vesting, dividends will be accumulated and subject to any restrictions and risk of forfeiture to which the underlying restricted stock is subject. All restricted stock awards are generally nontransferable.
Restricted Stock Units. An award of restricted stock units, or RSUs, provides the participant the right to receive a payment based on the value of a share of common stock. Subject to the 2018 Plan’s minimum vesting requirements, the Committee will determine the vesting requirements of RSUs and any other restrictions or conditions to payment. RSUs may vest based solely on the continued service of the participant for a specified time period or upon the attainment of specified performance goals established by the Committee. The vesting of RSUs may be accelerated in certain circumstances, as determined by the Committee. RSU awards will become payable to a participant at the time or times determined by the Committee and set forth in the award agreement, which may be upon or following the vesting of the award. RSU awards are payable in cash or in shares of common stock or in a combination of both. RSUs may be granted together with a dividend equivalent right with respect to the shares of common stock subject to the award. All RSUs are generally nontransferable.
Stock Awards. A stock award represents shares of common stock that, to the extent issued from the Unrestricted Pool, will be issued free of restrictions on transfer and free of forfeiture conditions and to which the participant is entitled all incidents of ownership. A stock award may be granted for past, or in anticipation of future, services, in lieu of any discretionary bonus or other discretionary cash compensation, directors’ fees or for any other valid purpose as determined by the Committee. Subject to the 2018 Plan’s minimum vesting requirements, the Committee will determine the terms and conditions of stock awards, and such stock awards may be made from the Unrestricted Pool without vesting requirements. Upon the issuance of shares of common stock under a stock award, the participant will have all rights of a shareholder with respect to such shares of common stock, including the right to vote the shares and receive all dividends and other distributions on the shares. Subject to Section 409A of the Code, upon advance written request of a participant and with the consent of the Committee, a participant who is a U.S. taxpayer may receive a portion of any cash compensation otherwise due in the form of common stock either currently or on a deferred basis. The right to receive shares of common stock on a deferred basis is generally nontransferable.
Dividends/Dividend Equivalents. Dividends, and to the extent dividend equivalent rights are granted in connection with an RSU award, will be accumulated and subject to the restrictions and risk of forfeiture to the same extent as the underlying awards.
Performance Criteria. For purposes of awards which vest, in whole or in part, based on the attainment of performance goals, the performance criteria will include, but are not limited to, any one or more of the following, for the Company or any identified subsidiary, division or business unit or line, as determined by the Committee at the time

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of the award: (i) total stockholder return; (ii) such total stockholder return as compared to total return (on a comparable basis) of a publicly available index such as, but not limited to, the Standard & Poor's 500 Stock Index; (iii) net income; (iv) pretax earnings; (v) adjusted net income; (vi) adjusted pretax earnings; (vii) adjusted earnings per share; (viii) adjusted earnings before interest expense, taxes, depreciation and amortization, or EBITDA; (ix) pretax operating earnings after interest expense and before bonuses, service fees and extraordinary or special items; (x) operating margin; (xi) earnings per share; (xii) return on equity; (xiii) return on capital; (xiv) return on investment; (xv) operating earnings; (xvi) working capital; (xvii) ratio of debt to stockholders' equity; (xviii) revenue; (xix) free cash flow (generally defined as adjusted EBITDA, less cash taxes, cash interest and net capital expenditures, mandatory payments of principal under any credit facility and payments under collateralized lease obligations and financing lease obligations); and (xx) any combination of or a specified increase in any of the foregoing.
At the time that an award is granted, the Committee may provide for the performance goals or the manner in which performance will be measured against the performance goals to be adjusted in such objective manner as it deems appropriate, including, without limitation, adjustments to reflect non-cash losses or charges (e.g., amortization expense, stock-based compensation, impairments, etc.), charges for restructurings, non-operating income, the impact of corporate transactions, severance and recruitment costs, “run rate” savings, costs incurred in establishing new manufacturing sources, specified legal expenses, discontinued operations, or financing transactions, extraordinary and other unusual or non-recurring items or events and the cumulative effects of accounting or tax law changes. In addition, with respect to a participant hired or promoted following the beginning of a performance period, the Committee may determine to prorate the performance goals and/or the amount of any payment in respect of such participant's performance awards for the partial performance period.
Effect of Change in Control. Upon the occurrence of a change in control: (i) if a participant’s awards are not converted, assumed, substituted or replaced by a successor or survivor corporation, or a parent or subsidiary thereof, then in connection with such change in control such awards will become fully exercisable and all forfeiture restrictions on such awards shall lapse; and (ii) if a participant’s awards are converted, assumed, substituted or replaced by a successor or survivor corporation, or a parent or subsidiary thereof after a change in control, the vesting of the awards will automatically accelerate, and become fully exercisable and all forfeiture restrictions on such awards will lapse, upon an involuntary termination of the participant's employment without “Cause” (as defined in the 2018 Plan) or participant’s resignation for “Good Reason” (as defined in the applicable award agreement) within the period designated in the applicable award agreement following the change in control; provided, however, that the vesting and payout of performance awards in the event of a change in control will be as provided in the applicable award agreement.
Subject to the limitations in the 2018 Plan, unless specifically prohibited under applicable law, or unless otherwise provided in the applicable award agreement, the Committee is authorized but not required to take such further action as it determines to be necessary or advisable, and fair and equitable to the Participants, with respect to outstanding awards, including, without limitation, the following (or any combination thereof): (i) continuation or assumption of our outstanding awards (if we are the surviving company or corporation) or by the surviving company or corporation or its parent; (ii) substitution by the surviving company or corporation or its parent of awards with substantially the same or comparable terms (including with respect to economic value) for outstanding awards; (iii) accelerated exercisability, vesting and/or payment immediately prior to or upon the occurrence of such event or upon a termination of employment following such event; and (iv) if all or substantially all of our outstanding shares of common stock are transferred in exchange for cash consideration in connection with such change in control: (A) upon written notice, provide that any outstanding stock options and stock appreciation rights are exercisable during a reasonable period of time immediately prior to the scheduled consummation of the event or such other reasonable period as determined by the Committee (contingent upon the consummation of the event), and at the end of such period, such stock options and stock appreciation rights will terminate to the extent not so exercised within the relevant period; and (B) cancellation of all or any portion of outstanding awards for fair value, as determined in the sole discretion of the Committee, subject to the limitations set forth in the 2018 Plan.
Forfeiture. Awards granted under the 2018 Plan will be subject to any incentive clawback or recoupment policy currently in effect, as amended from time to time, or similar policy that may be adopted in the future. The Committee also may specify in an award agreement that an award will be subject to reduction, cancellation, forfeiture

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or recoupment upon the occurrence of certain specified events, including termination of service for “Cause” (as defined in the 2018 Plan), violation of material Company policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the participant, or other conduct by the participant that is detrimental to our business or reputation. Unless otherwise provided by the Committee and set forth in an award agreement, if (i) a participant’s service is terminated for “Cause” or (ii) after termination of service for any other reason, the Committee determines in its discretion that the participant engaged in conduct that violates any continuing obligation or duty of the participant set forth in any executive or restrictive covenant agreement with respect to non-competition, non-solicitation, confidentiality, intellectual property or trade secret protection, or any similar agreement to which the participant is a party in favor of us or any of our subsidiaries, such participant’s rights, payments and benefits with respect to such award will be subject to cancellation, forfeiture and/or recoupment.
Right of Recapture. If pursuant to any award a participant receives compensation calculated by reference to financial statements that are subsequently required to be restated in a way that would decrease the value of such compensation, the participant will, upon the Committee's written request, forfeit and repay to us the difference between what the participant received during the period of three years preceding the date on which we become required to prepare the restatement and what the participant should have received based on the accounting restatement, in accordance with (i) our compensation recovery, “clawback” or similar policy, if any, as may be in effect from time to time and (ii) any compensation recovery, “clawback” or similar policy made applicable by law including the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Parachute Payments. Notwithstanding anything to the contrary contained in the 2018 Plan, in the event the receipt of all payments or distributions by us in the nature of compensation to or for a participant's benefit, whether paid or payable pursuant to this plan or otherwise (a “Payment”), would subject the participant to the excise tax under Section 4999 of the Code, the Payments will be reduced to the greatest amount of the Payments that can be paid and would not result in the imposition of the excise tax (the “Reduced Amount”), however, if the portion of the Payments the participant would receive after payment of all applicable taxes, including any excise taxes, is greater than the Reduced Amount, no such reduction will occur.
Tax Withholding. Participants are responsible for the payment of any tax-related items or similar charges required by law to be paid or withheld from an award or an amount paid in satisfaction of an award, or otherwise applicable to the participant. Any required withholding of tax-related items must be paid by a participant on or prior to the payment or other event that results in taxable income in respect of an award. Without limiting the foregoing, we have the power and the right to deduct or withhold automatically from any amount deliverable under an award or otherwise, or require a participant to remit to us, an amount necessary to satisfy U.S. federal, state and local taxes and any taxes imposed by a jurisdiction outside the U.S. (including, without limitation, income taxes, social insurance and similar contributions, payroll taxes, fringe benefits taxes, payment on account or other taxes related to participation in the 2018 Plan and legally applicable to a participant) required by law or regulation to be withheld with respect to any taxable event arising as a result of the 2018 Plan. The award agreement may specify the manner in which the withholding obligation will be satisfied with respect to the particular type of award, which may include, without limitation, permitting a participant to elect to satisfy the withholding obligation by tendering shares to us or having us withhold a number of shares having a value at least sufficient to satisfy the statutory amount of tax-related items or similar charges required to be paid or withheld.
Deferrals of Payment. The Committee may in its discretion permit participants in the 2018 Plan to defer the receipt of payment of cash or delivery of shares of common stock that would otherwise be due by virtue of the exercise of a right or the satisfaction of vesting or other conditions with respect to an award or an election to receive shares of our common stock (in lieu of compensation otherwise payable in cash) on a deferred basis in accordance with the terms of the 2018 Plan; provided, however, that such discretion may not apply in the case of a stock option or stock appreciation right.
Trading Policy Considerations. Stock option exercises and other awards granted under the 2018 Plan will be subject to our insider trading policy or other trading or ownership policy related restrictions, terms and conditions as in effect, from time to time.

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Prohibition on Repricing. Except in the case of adjustments of certain capitalization events of the Company and the grant of substitute awards in connection with a corporate transaction, none of the following actions may be taken without stockholder approval: (i) reduction of the exercise price of outstanding options or SARs; (ii) cancellation of outstanding options or SARs in exchange for options of SARs with an exercise price that is less than the exercise price of the original option or SAR; (iii) replacement of outstanding options for other awards or cash at a time when the options or SARs have a per share exercise price that is higher than the fair market value of a share of common stock.
Term, Amendment and Termination. The 2018 Plan will become effective upon its approval by the Company’s stockholders and continue in effect until it is terminated by the Committee. The Committee may amend, modify, suspend or terminate the 2018 Plan at any time. However, no amendment, modification, suspension or termination of the 2018 Plan will adversely affect any award granted prior to such amendment, modification, suspension or termination without the consent of the participant or the permitted transferee of the award; except as otherwise provided in the 2018 Plan or determined by the Committee to be necessary to facilitate compliance with applicable laws. The Committee or Board may seek the approval of any amendment, modification, suspension or termination by our stockholders to the extent it deems necessary or advisable for purposes of compliance with Section 422 of the Code, the listing requirements of the principal exchange on which our common stock is listed on such date, or for any other purpose.
Certain U.S. Federal Income Tax Consequences
We believe that, based on the laws as in effect on the date of this Proxy Statement, the following are the principal U.S. federal income tax consequences to participants and to us of options and other awards granted under the 2018 Plan. The summary is general in nature and is not intended to cover all tax consequences that may apply to a particular employee, director, consultant or other personal service provider to our Company. The provisions of the Code and regulations thereunder relating to these matters are complicated, may change and their impact in any one case may depend upon the particular circumstances. Further, this summary does not discuss the tax consequences of a participant’s death or the provisions of any income tax laws of any municipality, state or foreign country in which a participant may reside. The 2018 Plan is not qualified under Section 401(a) of the Code.
Nonqualified Stock Options. With respect to nonqualified stock options: (i) no income is recognized by the participant at the time the nonqualified stock option is granted; (ii) generally, at exercise, ordinary income is recognized by the participant in an amount equal to the difference between the option exercise price paid for the shares and the fair market value of the shares on the date of exercise and we are entitled to a tax deduction in the same amount (subject to the restrictions on deductibility described under “Section 162(m) Deductibility Limitation” below); and (iii) upon disposition of the shares, any gain or loss is treated as capital gain or loss. If the options are exercised and the shares acquired are sold on the same date, generally, the difference between the option exercise price paid for the shares and the sale price is recognized as ordinary income and no capital gain or loss is reported. If required, income tax must be withheld from the participant on the income recognized by the participant upon exercise of a nonqualified stock option.
Incentive Stock Options. The grant of an incentive stock option under the 2018 Plan will not result in any federal income tax consequences to the participant or to our company. A participant recognizes no federal taxable income upon exercising an incentive stock option (subject to the alternative minimum tax rules discussed below), and we receive no deduction at the time of exercise. In the event of a disposition of common stock acquired upon exercise of an incentive stock option, the tax consequences depend upon how long the participant has held the shares of common stock. If the participant does not dispose of the shares within two years after the incentive stock option was granted, or within one year after the incentive stock option was exercised, the participant will recognize a long-term capital gain (or loss) equal to the difference between the sale price of the shares and the exercise price. We are not entitled to any deduction under these circumstances.
If the participant fails to satisfy either of these holding periods, he or she must recognize ordinary income in the year of the disposition (referred to as a "disqualifying disposition"). The amount of such ordinary income generally is the lesser of (i) the difference between the amount realized on the disposition and the exercise price or (ii) the difference between the fair market value of the common stock on the exercise date and the exercise price. Any gain in excess of the amount taxed as ordinary income will be treated as a long or short-term capital gain, depending on whether the common stock was held for more than one year. In the year of the disqualifying disposition, we are entitled

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to a deduction equal to the amount of ordinary income recognized by the participant subject to the restrictions on deductibility described under “Section 162(m) Deductibility Limitation” below.
The “spread” under an incentive stock option (i.e., the difference between the fair market value of the shares at exercise and the exercise price) is classified as an item of adjustment in the year of exercise for purposes of the alternative minimum tax. If a participant’s alternative minimum tax liability exceeds such participant’s regular income tax liability, the participant will owe the larger amount of taxes. The alternative minimum tax will not apply with respect to incentive stock options if the participant sells the shares within the same calendar year in which the incentive stock options are exercised. However, such a sale of shares within the same year of exercise will constitute a disqualifying disposition, as described above.
Stock Appreciation Rights. Upon exercise of a stock appreciation right, the participant will recognize ordinary income in an amount equal to the difference between the aggregate fair market value of the shares with respect to the number of shares that the stock appreciation right is exercised over the aggregate base price for such shares subject to the stock appreciation right. We generally will be entitled to a business expense deduction in the same amount and at the same time as the participant recognizes ordinary compensation income subject to the restrictions on deductibility described under “Section 162(m) Deductibility Limitation” below. If required, income tax must be withheld from the participant on the income recognized by the participant upon exercise of a stock appreciation right.
Restricted Stock Awards. In the absence of a Section 83(b) election (as described below), a participant who receives a restricted stock award will recognize no income at the time of grant. When the restrictions lapse, a participant will recognize ordinary income equal to the fair market value of the stock when the restrictions lapse over the amount paid (if any) for the stock. As the restrictions applicable to a restricted stock award lapse (for example, if the restrictions on 20% of a grant lapse on each anniversary of the grant date), the participant will include the applicable portion of the shares that vests as ordinary income. The participant’s basis in the common stock is equal to the amount included in income on the expiration of the restrictions and the amount paid (if any), and the holding period will begin when the restrictions end. Any disposition of the restricted stock will result in a long- or short-term capital gain or loss (depending on the time the common stock is held after the restrictions end). We generally will be entitled to a deduction equal to the fair market value of the common stock when it is included in the participant’s income, and will also be entitled to a business expense deduction for dividends paid to the participant (if any) on common stock that remains subject to restrictions, subject to the restrictions on deductibility described under “Section 162(m) Deductibility Limitation” below.
If a Section 83(b) election is made within 30 days of the grant of the award, the participant must recognize the fair market value of the restricted stock on the date of grant as ordinary income as of the date of grant, and the holding period for long-term capital gains treatment would begin at the time the restricted stock award is granted. We generally would be entitled to a corresponding business expense deduction for the grant subject to the restrictions on deductibility described under “Section 162(m) Deductibility Limitation” below, but dividends on the stock would not be deductible. Any subsequent disposition of the stock by the participant, other than by forfeiture, would result in capital gain or loss, which would be long- or short-term, depending on the holding period. Upon a subsequent forfeiture of restricted stock with respect to which a Section 83(b) election has been made, no deduction will be allowed in respect of the amount included as income at the time the Section 83(b) election was made; however, the participant will generally be allowed a loss deduction equal to the amount (if any) the participant paid for the restricted stock over the amount (if any) we paid the participant for the restricted stock at the time it is forfeited.
If required, income tax must be withheld from the participant on the income recognized by the participant at the time the restrictions on the restricted stock lapse (or grant of the restricted stock, in the event the participant makes a Section 83(b) election).
Restricted Stock Units. A participant will not recognize any income at the time an RSU is granted, nor will we be entitled to a deduction at that time. When payment on an RSU is made, the participant will recognize ordinary income in an amount equal to the fair market value of the common stock received (or if the RSU is settled in cash, the cash amount). If required, income tax must be withheld on the income recognized by the participant. We will receive a deduction for federal income tax purposes equal to the ordinary income recognized by the participant subject to the restrictions on deductibility described under “Section 162(m) Deductibility Limitation” below.

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Dividend Equivalent Rights. A recipient of dividend equivalent rights generally will recognize ordinary income at the time the dividend equivalent right is paid. If required, income tax must be withheld on the income recognized by the participant. We will receive a deduction for federal income tax purposes equal to the ordinary income recognized by the participant subject to the restrictions on deductibility described under “Section 162(m) Deductibility Limitation” below.
Stock Awards. A participant who receives a stock award will recognize ordinary income at grant in an amount equal to the fair market value of the common stock received. If required, income tax must be withheld on the income recognized by the participant. We will receive a deduction for federal income tax purposes equal to the ordinary income recognized by the participant subject to the restrictions on deductibility described under “Section 162(m) Deductibility Limitation” below.
Performance-Based Awards. A participant will generally not recognize income at the time an award based on achievement of performance goals is granted, nor will we be entitled to a deduction at that time. When payment on the performance award is made, the participant generally will recognize ordinary income in an amount equal to the fair market value of the common stock received. If required, income tax must be withheld on the income recognized by the participant. We will receive a deduction for federal income tax purposes equal to the ordinary income recognized by the participant subject to the restrictions on deductibility described under “Section 162(m) Deductibility Limitation” below.
Section 162(m) Deductibility Limitation. Section 162(m) of the Code generally provides that publicly held companies (as defined in Section 162(m)(2) of the Code) may not deduct compensation paid to certain of their top executive officers to the extent such compensation exceeds $1 million per covered officer in any year. For taxable years beginning prior to 2018, a limited exception to Section 162(m) has applied with respect to “qualified performance-based compensation” that complies with conditions imposed by Section 162(m) rules. However, this exception from Section 162(m)’s deduction limit for qualified performance-based compensation has been repealed by the Tax Cuts and Jobs Act, effective for taxable years beginning after December 31, 2017, except with respect to certain grandfathered arrangements in effect as of November 2, 2017. Historically, awards granted under the Prior Plan to our covered executive officers could be designed to qualify for the performance-based exception from the $1 million deduction limit described above. However, going-forward, compensation paid to our covered executive officers (as defined by current Section 162(m) rules), including pursuant to awards granted under the 2018 Plan, in excess of $1 million will not be deductible.
Section 280G Deductibility Limitation. In addition, our ability (or the ability of one of our subsidiaries, as applicable) to obtain a deduction for future payments under the 2018 Plan could also be limited by the golden parachute payment rules of Section 280G of the Code, which prevent the deductibility of certain excess parachute payments made in connection with a change in control of an employer-corporation.
Section 409A. Section 409A of the Code imposes certain requirements on non-qualified deferred compensation arrangements. These include requirements on an individual’s election to defer compensation and the individual’s selection of the timing and form of distribution of the deferred compensation. Section 409A also generally provides that distributions must be made on or following the occurrence of certain events (e.g., the individual’s separation from service, a predetermined date, or the individual’s death). Section 409A imposes restrictions on an individual’s ability to change his or her distribution timing or form after the compensation has been deferred. For specified officers, Section 409A requires that such individual’s distribution commence no earlier than six months after such officer’s separation from service.
Certain awards under the 2018 Plan may be designed to be subject to the requirements of Section 409A in form and in operation. For example, restricted stock units that provide for a settlement date following the vesting date may be subject to Section 409A. If an award under the 2018 Plan is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with the requirements of Section 409A, Section 409A imposes an additional 20% federal penalty tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

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Future Plan Benefits
All awards to employees, officers, directors, consultants and other personal service providers under the 2018 Plan are made at the discretion of the Committee. Therefore, the benefits and amounts that will be received or allocated under the 2018 Plan in the future are not determinable at this time.
Registration of Shares
If this proposal is approved by our stockholders, the Board of Directors intends to cause the shares of common stock that will become available for issuance under the 2018 Plan to be registered on a Form S-8 Registration Statement to be filed with the SEC at the Company’s expense prior to the issuance of any such shares.
Additional Plan Disclosure
The following table summarizes the equity compensation plans under which the Company’s common stock may be issued as of March 27, 2018:
Plan Category
 
Number of securities to be issued upon exercise of outstanding options, warrants and rights
(a)
 
Weighted-average exercise price of outstanding options, warrants and rights
(b)
 
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
(c)
Equity compensation plans approved by security holders
 
2,374,536
 
$
28.69

 
578,572
Equity compensation plans not approved by security holders
 
 
$

 
Total
 
2,374,536
 
$
28.69

 
578,572


Required Vote
Approval of this proposal requires the affirmative vote of at least a majority of the shares of our common stock present in person or by proxy at the Annual Meeting of Stockholders and entitled to vote on this proposal, provided a quorum is present. 

Recommendation of the Board of Directors
The Board of Directors unanimously recommends that stockholders vote FOR Proposal Three, to approve the Syneos Health, Inc. 2018 Equity Incentive Plan.

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PROPOSAL FOUR
APPROVAL OF THE SYNEOS HEALTH, INC.
2016 EMPLOYEE STOCK PURCHASE PLAN (AS AMENDED AND RESTATED)
We are asking our stockholders to approve the Syneos Health, Inc. 2016 Employee Stock Purchase Plan (As Amended and Restated) (the “ESPP”), as adopted by the Board on March 15, 2018, subject to stockholder approval.
If stockholders approve this proposal, the total number of shares authorized for issuance under the ESPP will be increased by 2,500,000 shares to a total of 3,500,000 shares. However, if this proposal is rejected by stockholders, the total number of shares authorized for issuance under the ESPP will remain at 1,000,000 shares, of which approximately 786,359 shares remain available for issuance as of March 27, 2018. Based on our current forecasts and estimated participation rates, if the increase is not approved, it is anticipated that the ESPP will run out of available shares in approximately 2.5 to 3 years.
The Board believes that offering the ESPP is in the best interest of the stockholders and the Company because it provides an opportunity to a broad-based population of eligible U.S. and global employees to become long-term stockholders. Participating employees are able to the purchase shares of the Company’s common stock on favorable terms by contributing to the plan through payroll deductions. The Board believes that the ability to offer this type of program is an important recruiting and retention tool for the Company to attract, retain and reward the talented employees and officers needed for our success. In addition, the ESPP encourages stock ownership by employees and aligns the interests of employees and stockholders. The total number of shares of the Company’s common stock available for purchase under the ESPP, provided this proposal is approved, should provide sufficient shares to meet expected purchases under the ESPP over the next 2.5 to 3 years, depending on the Company’s share price and the level of employee participation in the ESPP.
Material Changes to the 2016 Employee Stock Purchase Plan
The following summary highlights the proposed material changes to the Initial Plan. The Amendment also includes other administrative, clarifying, and conforming changes:
The number of shares of our common stock authorized for issuance under the ESPP has been increased by 2,500,000 shares to a total of 3,500,000 shares;
The “Change in Control” definition has been amended to eliminate a carve-out for any acquisitions by former significant shareholders of the Company and to clarify that certain reorganizations will not constitute a “Change in Control” under the ESPP.
Summary of the ESPP
The principal features of the ESPP are summarized below, but the summary is qualified in its entirety by reference to the full text of the ESPP. A copy of the ESPP is attached to this Proxy Statement as Appendix B and is incorporated herein by reference. For purposes of this Proxy Statement, “Committee” means the Compensation Committee of the Board or such other committees of the Board appointed by the Board.
Purpose. The purpose of the ESPP is to provide an opportunity for eligible employees of the Company and any subsidiary or affiliate of the Company that has been designated by the Administrator (defined below) to participate in the ESPP (a “Designated Company”) to purchase shares of the Company’s common stock at a discount through voluntary contributions from employees’ eligible pay, thereby attracting, retaining and rewarding such persons and strengthening the mutuality of interest between such persons and the Company’s stockholders.
The rights to purchase shares of common stock granted under the ESPP are intended to be treated as either (i) purchase rights granted under an “employee stock purchase plan,” as that term is defined in Section 423 of the Internal Revenue Code (i.e., a 423 Offering), or (ii) purchase rights granted under an employee stock purchase plan that is not subject to the terms and conditions of Section 423 of the Internal Revenue Code (i.e., a Non-423 Offering). The Company will retain the discretion to grant purchase rights under either a 423 Offering or a Non-423 Offering.

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Stock Subject to Plan and Adjustments upon Changes in Stock. An aggregate number of shares of Company common stock equal to 3,500,000 shares will be authorized and reserved for issuance under the ESPP. Any shares of common stock issued under ESPP will consist of authorized but unissued Company common stock, treasury shares or common stock purchased on the open market.
In the event of any change affecting the number, class, or terms of the shares of Company common stock by reason of stock dividend, stock split, recapitalization, reorganization, merger, consolidation, spin-off, disaffiliation of a subsidiary or affiliate, combination of shares, exchange of shares, stock rights offering, or other similar event, or any distribution to the holders of shares of common stock other than a regular cash dividend, then the Committee, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, will, in such manner as it may deem equitable, adjust the number and class of common stock that may be delivered under the ESPP, the purchase price per share and the number of shares of common stock covered by each right under the ESPP that has not yet been exercised.
Administration. The ESPP will be administered by the Committee (the “Administrator”). The Committee may delegate some of its authority to a subcommittee or other persons or groups of persons to assist with the day-to-day administration of the ESPP. The Administrator will have, among other authority, the authority to interpret the ESPP and, for purchase rights granted under the 423 Offering, to adopt such rules and regulations for administering the ESPP as it may deem necessary to comply with the requirements of Section 423 of the Internal Revenue Code.
Eligibility. Generally, any individual in an employee-employer relationship with the Company or a Designated Company, including Designated Companies outside the United States, for income tax and employment tax withholding and reporting purposes, is eligible to participate in the ESPP. However, the Administrator, in its discretion may determine on a uniform basis for an offering that employees shall not be eligible to participate if they: (i) have not completed at least two (2) years of service since their last hire date (or such lesser period of time as may be determined by the Administrator in its discretion), (ii) customarily work not more than twenty (20) hours per week (or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily work not more than five (5) months per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), (iv) are highly compensated employees within the meaning of Section 414(q) of the Internal Revenue Code, or (v) are highly compensated employee within the meaning of Section 414(q) of the Internal Revenue Code with compensation above a certain level or are officers subject to the disclosure requirements of Section 16(a) of the Exchange Act. As of March 27, 2018, approximately 14,000 employees were eligible to participate in the ESPP.
No employee is eligible for the grant of any rights under the ESPP if, immediately after such grant, the employee would own stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or of any subsidiary of the Company (including any stock which such employee may purchase under all outstanding rights and options), nor will any employee be granted purchase rights to buy more than $25,000 worth of Company common stock (such limit to be determined based on the fair market value of the common stock on the date the purchase rights are granted) under the ESPP in any calendar year such rights are outstanding.
Eligible employees who are citizens or resident of a jurisdiction outside the U.S. may be excluded from participation in the ESPP if their participation is prohibited under local laws or if complying with local laws would cause a 423 Offering to fail to qualify under Section 423 of the Internal Revenue Code. In the case of a Non-423 Offering, an eligible employee may be excluded from participation in the ESPP or an offering if the Administrator has determined that participation of such eligible employees is not advisable or practicable for any reason.
Offering Periods. The ESPP will be implemented by consecutive offering periods with a new offering period commencing on the first trading date of the relevant offering period and terminating on the last trading date of the relevant offering period. Unless and until the Administrator determines otherwise in its discretion, each offering period will consist of one six (6)-month purchase period, which will run simultaneously with the offering period. The Administrator will have the authority to establish additional or alternative sequential or overlapping offering periods, multiple purchase periods within an offering period, a different duration of offering periods with respect to future offerings or different commencement or ending dates for future offerings, provided that no offering period may have a duration that exceeds 27 months. Additionally, to the extent that the Administrator establishes overlapping offering periods with more than one purchase period in each offering period, the Administrator will have the discretion to

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structure an offering period so that if the fair market value of the shares of Company common stock on the first trading day of a new purchase period within that offering period is less than or equal to the fair market value of the shares of Company common stock on the first trading day of that offering period, then (i) that offering period will terminate immediately as of that first trading day, and (ii) the participants in such terminated offering period will be automatically enrolled in a new offering period beginning on the first trading day of such new purchase period.
Payroll Deductions. Except as otherwise provided by the Administrator, up to a maximum of 10% (or such greater percentage as the Administrator may establish from time to time before an offering period begins) of a participant’s “eligible pay,” which includes base salary or wages (including 13th/14th month payments or similar concepts outside the United States), may be contributed by payroll deductions toward the purchase price of the shares under the ESPP during each purchase interval within an offering period, or, if payroll deductions are not permitted under applicable local law, such other method of contribution as specified by the Administrator under a Non-423 Offering. A participant may elect to increase or decrease the rate of such contributions during any subsequent enrollment periods by submitting the appropriate form online through the Company’s designated plan broker or to the Administrator. Except for a withdrawal from an offering period, an eligible employee may not initiate, increase or decrease contributions as of any date other than during an enrollment period. All payroll deductions collected from a participant are credited to his or her account under the ESPP and deposited with the Company’s general funds, unless otherwise required under applicable local law.
Purchase Price. The purchase price per share at which shares of Company common stock are sold in an offering period under the ESPP will be equal to the lesser of 85% of the Fair Market Value (as defined in the ESPP) of the shares of common stock (i) on the first trading date of the offering period, or (ii) on the purchase date (i.e., the last trading date of the offering). The Administrator has the authority to establish a different purchase price for any 423 Offering or Non-423 Offering, provided that the purchase price applicable to a 423 Offering complies with the provisions of Section 423 of the Internal Revenue Code. As of March 27, 2018, the Fair Market Value of a share of the Company’s common stock was $36.20.
Purchase of Stock. Each purchase right will be automatically exercised on the applicable purchase date within the offering period, and shares of Company common stock will be purchased on behalf of each participant by applying the participant’s contributions for the offering ending on the purchase date to the purchase of whole shares at the purchase price in effect for that purchase date.
The maximum number of shares of Company common stock purchasable per participant during any single offering period may not exceed 2,000 shares, subject to adjustments in the event of certain changes in our capitalization.
Any payroll deductions not applied to the purchase of shares of common stock on any purchase date because they are not sufficient to purchase a whole share will be carried over to the next offering period. However, any payroll deductions which are not applied to the purchase of shares of common stock on any purchase date because of the limitations imposed under the ESPP on the number of shares that may be purchased under the ESPP will be refunded without interest.
Transferability. Rights granted under the ESPP are not transferable by a participant other than by will or by the laws of descent and distribution, and are exercisable during the participant’s lifetime only by the participant.
Withdrawals. A participant may withdraw from an offering by submitting the appropriate form online through the Company’s designated plan broker or to the Administrator. A notice of withdrawal must be received by the last day of the month immediately preceding the month of the purchase date in order for such withdrawal to be effective during the current offering period. Upon receipt of such notice, automatic deductions of contributions on behalf of the participant will be discontinued commencing with the payroll period immediately following the effective date of the notice of withdrawal, and such participant may not again be eligible to participate in the ESPP until the next enrollment period. Amounts credited to the contribution account of any participant who withdraws by the last day of the month immediately preceding the month of the purchase date will be refunded, without interest, as soon as practicable.

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Termination of Employment. Upon a participant ceasing to be an eligible employee for any reason prior to a purchase date, contributions for such participant will be discontinued and any amounts then credited to the participant’s contribution account shall be refunded, without interest, as soon as practicable, except as otherwise provided by the Administrator.
Unless otherwise determined by the Administrator or prohibited by applicable local law, if a participant is granted a leave of absence, whether paid or unpaid, the participant will be automatically withdrawn from the offering period, as of the first day of such leave of absence, and may not again be eligible to participate in the ESPP until the enrollment period following the employee’s return to work from such leave of absence. In the event that continued participation in the ESPP during the leave of absence is permitted by the Administrator or required by applicable local law, the Administrator or its designee shall establish rules and regulations applicable to such continued participation in the ESPP during such leave of absence; provided, however, to the extent necessary to comply with Section 423 of the Internal Revenue Code, that if the period of leave exceeds three (3) months, the employment relationship as it relates to the ESPP will be deemed to have terminated three (3) months and one (1) day following the commencement of such leave unless the participant’s right to reemployment is guaranteed either by statute or by contract.
A participant whose employment transfers or whose employment terminates with an immediate rehire (with no break in service) by or between the Company or a Designated Company will not be treated as having terminated employment for purposes of participating in the ESPP or an offering; however, if a participant transfers from a 423 Offering to a Non-423 Offering, the exercise of the right will be qualified under the 423 Offering only to the extent that such exercise complies with Section 423 of the Internal Revenue Code. If a participant transfers from a Non-423 Offering to a 423 Offering, the exercise of the right will remain non-qualified under the Non-Section 423 Offering.
Change in Control. In the event of a “Change in Control” (as defined in the ESPP), each outstanding right to purchase shares of Company common stock will be equitably adjusted and assumed for an equivalent right to purchase shares substituted by the successor corporation or parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the purchase right, or the successor corporation is not a publicly traded corporation, the offering period then in progress will be shortened by setting a new purchase date and will end on the new purchase date. The new purchase date will be before the date of the Company’s proposed Change in Control. The Administrator will notify each participant in writing, at least ten (10) trading days prior to the new purchase date, that the purchase date for the participant’s purchase right has been changed to the new purchase date and that shares will be purchased automatically for the participant on the new purchase date, unless prior to such date the participant has withdrawn from the offering period.
Amendment and Termination of Plan. The Board or the Committee may amend the ESPP at any time, provided that, if stockholder approval is required pursuant to the Internal Revenue Code, securities laws or regulations, or the rules or regulations of the securities exchange on which the common stock is listed or traded, then no such amendment will be effective unless approved by the Company’s stockholders within such time period as may be required. The Board may suspend the ESPP or discontinue the ESPP at any time, including shortening an offering period in connection with a spin-off or similar corporate event. Upon termination of the ESPP, all contributions will cease and all amounts then credited to a participant’s account will be equitably applied to the purchase of whole shares then available for sale, and any remaining amounts will be promptly refunded, without interest, to the participants.
Federal Income Tax Information. The following summary briefly describes U.S. federal income tax consequences of rights under the ESPP, but is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply, and does not address any local, state or other country laws. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the ESPP should consult their own professional tax advisors concerning tax aspects of rights under the ESPP. Nothing in this Proxy Statement is written or intended to be used, and cannot be used, for the purposes of avoiding taxpayer penalties. The discussion below concerning tax deductions that may become available to us under U.S. federal tax law is not intended to imply that we will necessarily obtain a tax benefit or asset from those deductions. Taxation of equity-based payments in other countries is complex, does not generally correspond to U.S. federal tax laws, and is not covered by the summary below.

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423 Offering. Rights to purchase shares granted under the 423 Offering are intended to qualify for favorable federal income tax treatment associated with rights granted under an employee stock purchase plan which qualifies under the provisions of Section 423(b) of the Internal Revenue Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the ESPP are sold or otherwise disposed of. If the shares are disposed of within two years from the stock purchase right grant date (i.e., the beginning of the offering period or, if later, the date the participant entered the offering period) or within one year from the purchase date of the shares, a transaction referred to as a “disqualifying disposition,” the participant will realize ordinary income in the year of such disposition equal to the difference between the fair market value of the stock on the purchase date and the purchase price. The amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.
If the stock purchased under the ESPP is sold (or otherwise disposed of) more than two years after the stock purchase right grant date and more than one year after the stock is transferred to the participant, then the lesser of (i) the excess of the sale price of the stock at the time of disposition over the purchase price, and (ii) the excess of the fair market value of the stock as of the date the participant entered the offering period over the purchase price (determined as of the date the participant entered the offering period) will be treated as ordinary income. If the sale price is less than the purchase price, no ordinary income will be reported. The amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be long-term capital gain or loss.
The Company generally will be entitled to a deduction in the year of a disqualifying disposition equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to the satisfaction of any tax-reporting obligations. In all other cases, no deduction is allowed.
Non-423 Offering. If the purchase right is granted under the Non-423 Offering, then the amount equal to the difference between the Fair Market Value of the stock on the purchase date and the purchase price will be treated as ordinary income at the time of such purchase. In such instances, the amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.
The Company generally will be entitled to a deduction in the year of purchase equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to the satisfaction of any tax-reporting obligations. For U.S. participants, FICA/FUTA taxes will be due in relation to ordinary income earned as a result of participation in the Non-423 Offering.
New Plan Benefits. Participation in the ESPP is voluntary and dependent on each eligible employee’s election to participate and his or her determination as to the level of payroll deductions. Further, the number of shares that may be purchased under the ESPP is determined, in part, by the price of our common stock on the first and last day of each offering period or purchase period, as applicable. Accordingly, the actual number of shares that may be purchased by any eligible individual in the future is not determinable.
Registration of Shares. If this proposal is approved by our stockholders, the Board of Directors intends to cause the shares of Company common stock that will become available for issuance under the ESPP to be registered on a Form S-8 Registration Statement to be filed with the SEC at the Company’s expense prior to the issuance of any such shares.

The Board unanimously recommends that stockholders vote FOR Proposal Four, the adoption of the Company’s 2016 Employee Stock Purchase Plan (As Amended and Restated).


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PROPOSAL FIVE
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Our Audit Committee, pursuant to its Charter, has appointed Deloitte & Touche LLP as the Company’s independent registered public accounting firm and as auditors of the Company’s consolidated financial statements and the Company’s effectiveness of internal controls over financial reporting for the year ending December 31, 2018.
While our Audit Committee is responsible for the appointment, compensation, retention, termination and oversight of the independent registered public accounting firm, our Audit Committee and our Board are requesting, as a matter of policy, that our stockholders ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. Our Audit Committee is not required to take any action as a result of the outcome of the vote on this proposal. If the appointment of Deloitte & Touche LLP is not ratified by a majority of the votes cast for and against this proposal at the Annual Meeting of Stockholders, our Audit Committee will consider the appointment of other independent registered public accounting firms for subsequent fiscal years. Even if the appointment is ratified, the Audit Committee may change the appointment at any time if it determines that the change would be in the best interests of the Company or our stockholders.
Deloitte & Touche LLP has served as our independent auditor since March 2016. The Audit Committee believes that the continued retention of Deloitte & Touche LLP as our independent registered public accounting firm is in the best interest of the Company and our stockholders, and we are asking our stockholders to ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2018. Although ratification is not required, the Board is submitting a proposal to ratify Deloitte & Touche LLP’s appointment to our stockholders because we value our stockholders’ views and as a matter of good corporate practice.

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AUDIT COMMITTEE REPORT
Our Audit Committee has (1) reviewed and discussed with management the audited financial statements for the year ended December 31, 2017, (2) discussed with Deloitte & Touche LLP, our independent registered public accounting firm for the fiscal year ended December 31, 2017, the matters required to be discussed by the Auditing Standard No. 1301, Communications with Audit Committees, as issued by the Public Company Accounting Oversight Board, and (3) received the written disclosures and the letter from Deloitte & Touche concerning applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte & Touche’s communications with the audit committee concerning independence, and has discussed with Deloitte & Touche its independence. Based upon these discussions and reviews, the Audit Committee recommended to our Board that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which is filed with the SEC.
Our Audit Committee is currently composed of Messrs. Klitgaard and Monaghan and Ms. Harty. Each of the members of our Audit Committee are independent directors as defined in Rule 5605(a)(2) of the NASDAQ listing rules and Section 10A(m)(3) of the Exchange Act. The Board has determined that each of Mr. Klitgaard and Ms. Harty are an “audit committee financial expert” as such term is defined in Item 407(d) of Regulation S-K promulgated by the SEC. Our Audit Committee operates under a written Charter adopted by our Board, a copy of which is available under “Investors - Corporate Governance - Governance Documents - Committee Charters” on our website at www.syneoshealth.com.
During the fiscal years ended December 31, 2017 and 2016, neither the Company nor anyone acting on its behalf consulted with Deloitte & Touche regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Deloitte & Touche concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event as defined in Item 304(a)(1)(v) of Regulation S-K.
Summary of Fees
The Audit Committee has adopted a policy for the pre-approval of all audit and permitted non-audit services that may be performed by our independent registered public accounting firm. Under this policy, each year, at the time it engages an independent registered public accounting firm, the Audit Committee pre-approves the engagement terms and fees and may also pre-approve detailed types of audit-related and permitted tax services, subject to certain dollar limits, to be performed during the year. All other permitted non-audit services are required to be pre-approved by the Audit Committee on an engagement-by-engagement basis.
The following table summarizes the aggregate fees for professional services rendered to us by Deloitte & Touche LLP in fiscal years 2016 and 2017:
 
2016
 
2017
Audit fees
$
2,045,663

 
$
6,276,017

Audit-related fees

 
1,051,976

Tax fees
424,803

 
831,611

All other fees
5,700

 
13,031

Total
$
2,476,166

 
$
8,172,635


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Audit Fees
The audit fees represent the annual fees approved by the Audit Committee in connection with the annual audit of our financial statements, for the reviews of our financial statements included in our financial reports including, but not limited to, our Annual Report on Form 10-K, and for other services normally provided in connection with statutory and regulatory filings. The audit fees paid to our principal accountant were $2,045,663 and $6,276,017 for the years ended December 31, 2016 and 2017, respectively. The increase in 2017 was primarily driven by the additional work associated with the Merger.
Audit-Related Fees
The audit-related fees represent fees for assurance and related services during the period. We incurred approximately $1,051,976 in audit-related fees for the year ended December 31, 2017, primarily related to due diligence services related to the Merger. For the year ended December 31, 2016, we did not incur any audit-related fees.
Tax Fees
The aggregate tax fees billed to us by our principal accountant were $424,803 and $831,611 for the years ended December 31, 2016 and 2017, respectively. The increase in 2017 was primarily related to an increase in global tax planning services.
All Other Fees
The aggregate of all other fees billed to us by our principal accountant for the year ended December 31, 2016 and 2017 were $5,700 and $13,031, respectively and were primarily related to the annual subscription fee for Deloitte & Touche’s technical accounting research tool.
A representative of Deloitte & Touche is expected to be present at the Annual Meeting of Stockholders with the opportunity to make a statement if they desire to do so and to respond to appropriate questions.
THE AUDIT COMMITTEE OF
THE BOARD OF DIRECTORS
William E. Klitgaard, Chair
Linda S. Harty
Matthew E. Monaghan

The Board of Directors unanimously recommends that stockholders vote FOR Proposal Five, to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2018.


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DIRECTOR COMPENSATION FOR FISCAL YEAR 2017
Director Compensation
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. The Chair of the Board, Michael A. Bell, was not compensated for serving on the Board in fiscal year 2017 as he was an employee of the Company in 2017.
In fiscal year 2017, 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):
an annual cash retainer for general Board service of $60,000, which increased to $75,000 effective with the fourth quarter fees;
an annual stock-based award retainer for general Board service with an aggregate value per director of $150,000 effective as of the date of our 2017 Annual Stockholders’ Meeting;
an annual cash retainer of $30,000 for serving as The Lead Independent Director;
an annual cash retainer, per member (other than the Chair), for serving on the Audit Committee of $12,000; for serving on the Compensation Committee of $7,750; and for serving on the Nominating and Corporate Governance Committee of $4,500, which increased to $5,000 effective with the second quarter fees;
an annual cash retainer for serving as the Chair of the Audit Committee of $28,500; for serving as the Chair of the Compensation Committee of $15,000, which increased to $20,000 effective with the fourth quarter fees; and for serving as the Chair of the Nominating and Corporate Governance Committee of $13,500, which increased to $15,000 effective with the fourth quarter fees.
The following table provides information related to the compensation earned by and stock-based awards granted to each non-employee director of our Company for the year ended December 31, 2017:
Name
Fees Earned or Paid in Cash
($)
 

Stock Awards
($) (1)
 

Option Awards
($) (1)(2)
 

Total
($)
 

Todd Abbrecht
30,833
121,641
152,474
Thomas Allen
34,750
34,750
Robert W. Breckon (3)
54,000
150,000
204,000
David F. Burgstahler (3)
50,575
150,000
200,575
Linda S. Harty
74,479
172,745
247,224
Richard N. Kender (3)
54,975
150,000
204,975
William E. Klitgaard
77,500
172,745
250,245
John Maldonado
31,979
31,979
Kenneth F. Meyers
91,804
150,000
241,804
Matthew E. Monaghan
87,217
150,000
237,217
Joshua M. Nelson
31,979
121,641
153,620
David Y. Norton (3)
131,575
150,000
281,575
Eric Pâques (3)
42,800
178,480
221,280
(1)
The reported amounts represent the aggregate grant date fair value of the awards computed in accordance with FASB ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 10 to the financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on February 28, 2018.
(2)
As of March 27, 2018, Messrs. Breckon, Burgstahler, Harwood, Kender, Norton, and Pâques had no stock options exercisable or outstanding.
(3)
Effective August 1, 2017 and in connection with the closing of the Merger, Messrs. Breckon, Burgstahler, Kender, Norton and Pâques resigned from the Board.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Our Compensation Committee currently consists of Messrs. Meyers (Chair), Maldonado, and Nelson and Ms. Harty. Until August 1, 2017, David Y. Norton and Eric P. Pâques, former directors, served on our Compensation Committee. None of our executive officers serves as a member of the Board of Directors or Compensation Committee (or other committee performing equivalent functions) of another entity that has one or more executive officers serving on our Board or Compensation Committee. No interlocking relationship exists between any member of the Board or any member of the Compensation Committee (or other committee performing equivalent functions) of any other company.
TRANSACTIONS WITH RELATED PERSONS
Set forth below is a description of certain relationships and related person transactions between us or our subsidiaries on the one hand, and any of our directors, executive officers and holders of more than 5% of our voting securities on the other hand. We believe that all of the following transactions were entered into with terms as favorable as could have been obtained from unaffiliated third parties.
Stockholders’ Agreement
In connection with the Merger, we entered into Stockholders’ Agreements with each of Advent and THL (each a “Sponsor”, and collectively, “Sponsors”). Pursuant to each of the Stockholders’ Agreements, if the applicable Sponsor and its affiliates beneficially own at least 16.5% of the then outstanding shares of Company common stock, then the Sponsor may designate two nominees to the Board. 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 Company 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 Company common stock, then such Sponsor will no longer have the right to designate any Board nominees. The Stockholders’ Agreements also provide the applicable Sponsor with the right, subject to certain limitations, to designate its Board nominees that have been elected to the Board to serve as members of certain committees of the Board as set forth in each of the Stockholders’ Agreements.
Pursuant to the Stockholders’ Agreements, each Sponsor has certain registration rights depending on their individual ownership percentage of the Company’s outstanding common stock, including demand registration rights, piggyback registration rights and shelf registration statement rights, in each case, subject to certain customary limitations. The Sponsors will also have the right to specify the method of distribution of securities, including an underwritten public offering, and approve of lead managing underwriter and each other managing underwriter. We are responsible for fees and expenses in connection with the Sponsors’ registration rights, other than underwriters’ discounts and brokers’ commissions.
In addition, for so long as either Sponsor holds more than 5% of our common stock, a Sponsor wishing to sell shares of our common stock pursuant to Rule 144 under the Securities Act must use commercially reasonable efforts to consult with the Company, and the Company shall use commercially reasonable efforts to consult with the other Sponsor in connection with dispositions of common stock by such Sponsor pursuant to Rule 144.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers. These agreements, among other things, require us to indemnify each director to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer, as applicable.

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Other Transactions
Ms. Kari Nations is the wife of Dr. Michael Gibertini and is an employee of the Company. Ms. Nations serves as the Company’s Senior Vice President, Clinical Development. Ms. Nations received total compensation, consisting of base salary and bonus, of $331,314 for the year ended December 31, 2017. Ms. Nations also participated in other employee benefit plans and arrangements that are made generally available to other employees at her level.
Policies for Approval of Related Person Transactions
We have adopted a related party transactions policy to comply with Section 404 of the Securities and Exchange Act of 1934, as amended. Under this policy, our Audit Committee must review and approve or ratify all relationships and related person transactions between the Company and
directors;
director nominees;
executive officers;
record or beneficial owners of 5% or more of our common stock; or
any immediate family members of any such person.
Our compliance director is primarily responsible for the development and implementation of processes and controls to obtain information from our directors and executive officers with respect to related party transactions and for determining, based on the facts and circumstances, whether we or a related person have a direct or indirect material interest in the transaction.
As set forth in the related person transaction policy, in the course of its review and approval or ratification of a related party transaction, the Audit Committee will consider:
the position with or relationship of the related person to us;
the materiality of the transaction to the related person and us, including the dollar value of the transaction, without regard to profit or loss;
the business purpose for and reasonableness of the transaction (including the anticipated profit or loss from the transaction), taken in the context of the alternatives available to us for attaining the purposes of the transaction;
whether the transaction is comparable to a transaction that could be available on an arms-length basis or is on terms that we offer generally to persons who are not related persons;
whether the transaction is in the ordinary course of our business and was proposed and considered in the ordinary course of business; and
the effect of the transaction on our business and operations, including on our internal controls over financial reporting and system of disclosure controls or procedures, and any additional conditions or controls (including reporting and review requirements) that should be applied to such transaction.
Any member of the Audit Committee who is a related person with respect to a transaction under review will not be permitted to participate in the discussions or approval or ratification of the transaction. However, such member of the Audit Committee will provide all material information concerning the transaction to the Audit Committee.

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STOCKHOLDER PROPOSALS
Stockholders may present proposals for action at meetings of stockholders only if they comply with the proxy rules established by the SEC, applicable Delaware law and our bylaws. We have not received any stockholder proposals for consideration at our 2018 Annual Meeting of Stockholders.
Under SEC Rule 14a-8, in order for a stockholder proposal to be included in our proxy solicitation materials for the 2019 annual meeting of stockholders, it must be delivered to our principal executive offices located at 3201 Beechleaf Court, Suite 600, Raleigh, North Carolina 27604 by December 14, 2018; provided, however, that if the date of the 2019 annual meeting is more than 30 days before or after May 24, 2019, notice by the stockholder must be delivered not earlier than the close of business on the 120th day prior to the date of the 2019 annual meeting and not later than the close of business on the later of the 90th day prior to the date of the 2019 annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10th day following the day on which public announcement of the date of such meeting is first made by the Company.
Our bylaws permit any stockholder of record to nominate directors. Stockholders wishing to nominate a director must deliver written notice of the nomination to the Corporate Secretary (i) with respect to an election to be held at an annual meeting of stockholders, not earlier than the close of business on the 120th day and not later than the close of business on the 90th day prior to the first anniversary of the preceding year’s annual meeting, and (ii) with respect to an election to be held at a special meeting of stockholders called for the purpose of the election of directors, not more than 120 days before the meeting and not later than the first to occur of the close of business on the 10th day following the date on which notice of such meeting is first given to stockholders.
Management’s proxy holders for the 2019 annual meeting will have discretion to vote proxies given to them on any stockholder proposal of which our Company does not have notice on or before February 27, 2019.
PROXY SOLICITATION
We have engaged Okapi Partners LLC (“Okapi Partners”) to assist in the solicitation of proxies for the 2018 Annual Meeting of Stockholders and we estimate we will pay Okapi Partners a fee of approximately $10,500. We have also agreed to reimburse Okapi Partners for reasonable administrative and out-of-pocket expenses incurred in connection with the proxy solicitation and indemnify Okapi Partners against certain losses, costs and expenses.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS SHARING AN ADDRESS
The SEC has adopted rules that permit companies to deliver a single Notice of Internet Availability or a single copy of proxy materials to multiple stockholders sharing an address unless a company has received contrary instructions from one or more of the stockholders at that address. This means that only one copy of the Annual Report, this Proxy Statement and Notice may have been sent to multiple stockholders in your household. If you would prefer to receive separate copies of the Notice of Internet Availability and/or Proxy Statement either now or in the future, please contact our Corporate Secretary either by calling 1-919-876-9300 or by mailing a request to Attn: Corporate Secretary, Syneos Health, Inc., 3201 Beechleaf Court, Suite 600, Raleigh, North Carolina 27604-1547. Upon written or oral request to the Corporate Secretary, the Company will provide a separate copy of the Annual Report and this Proxy Statement and Notice. In addition, stockholders at a shared address who receive multiple Notices of Internet Availability or multiple copies of the Proxy Statement may request to receive a single Notice of Internet Availability or a single copy of the Proxy Statement in the future in the same manner as described above.

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ANNUAL REPORT ON FORM 10-K
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2017 as filed with the SEC is accessible free of charge on our website at www.syneoshealth.com under Investor Relations – Financial information and SEC Filings. The Annual Report on Form 10-K contains audited consolidated balance sheets of the Company as of December 31, 2017 and 2016, and the related consolidated statements of operations, statements of comprehensive loss, statements of stockholders’ equity and statements of cash flows for each of the three years in the period ended December 31, 2017. You can request a copy of our Annual Report on Form 10-K free of charge by calling 1-919-876-9300 or sending an e-mail to Investor.Relations@syneoshealth.com. Please include your contact information with the request.

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OTHER MATTERS
Other than those matters set forth in this Proxy Statement, the Board of Directors is not aware of any additional matters to be submitted before the 2018 Annual Meeting of Stockholders. If any other matters properly come before the annual meeting, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board recommends.

THE BOARD OF DIRECTORS
Dated: April 13, 2018


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APPENDIX A

SYNEOS HEALTH, INC.
2018 EQUITY INCENTIVE PLAN
(adopted by the Board of Directors on March 15, 2018 and
approved by the Shareholders of the Company on _______ )
1.     Purpose. The purpose of the Syneos Health, Inc. 2018 Equity Incentive Plan is to further align the interests of eligible participants with those of the Company’s stockholders by providing long-term incentive compensation opportunities tied to the performance of the Company and its Common Stock. The Plan is intended to advance the interests of the Company and increase stockholder value by attracting, retaining and motivating key personnel upon whose judgment, initiative and effort the successful conduct of the Company’s business is largely dependent.

2.    Definitions. Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified below:
Accounting Firm” shall have the meaning set forth in Section 15.8(b)(i) hereof.
Affiliate” means, with respect to any Person, any other Person that the subject Person, either directly or indirectly, is under common control with, is controlled by or controls.
Award” means an award of a Stock Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit or Stock Award granted under the Plan.
Award Agreement” means a notice or an agreement (electronic or written), including any exhibit or appendices thereto) entered into between the Company and a Participant setting forth the terms and conditions of an Award granted to a Participant as provided in Section 15.2 hereof.
Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act.
Board” means the Board of Directors of the Company.
Business Combination” shall have the meaning set forth in Section 12.4(b) hereof.
Cause” shall have the meaning set forth in Section 13.2(b) hereof.
Change in Control” shall have the meaning set forth in Section 12.4 hereof.
Chosen Court” shall have the meaning set forth in Section 15.17 hereof.
Code” means the Internal Revenue Code of 1986, as amended, including rules and regulations promulgated thereunder, and any successor thereto (except as otherwise specified herein).
Committee” means (i) the Compensation Committee of the Board, (ii) such other committee of the Board appointed by the Board to administer the Plan, or (iii) subject to the terms of the Plan, the Board.
Common Stock” means the Company’s Class A common stock, par value $0.01 per share, as the same may be converted, changed, reclassified or exchanged.
Company” means Syneos Health, Inc., a Delaware corporation, and any successor thereto.
Date of Grant” means, with respect to any Award under the Plan, the date on which such Award is granted by the Committee or such later date as the Committee may specify in the resolutions comprising the corporate action constituting such grant by the Company of such Award to be the effective date of an Award, in each case in accordance with Section 5.4 hereof.
Disability” means, unless otherwise set forth in an Award Agreement,
(i)if a Participant has an effective employment agreement or service agreement with the Company or a Subsidiary that defines “Disability” or a like term, the meaning set forth in such agreement at the time of the Participant’s termination of Service, or

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(ii)in the absence of such an effective employment or service agreement or definition, a Participant’s physical or mental illness, injury or infirmity which is reasonably likely to prevent and/or prevents such Participant from performing his or her essential job functions for a period of (A) ninety (90) consecutive calendar days or (B) an aggregate of one hundred twenty (120) calendar days out of any consecutive twelve (12) month period.
Notwithstanding anything to the contrary contained herein, and solely for purposes of any Incentive Stock Option, “Disability” shall mean a permanent and total disability (within the meaning of Section 22(e)(3) of the Code), and solely for purposes of any Award that constitutes non-qualified deferred compensation that is subject to Section 409A of the Code and with respect to which disability is a distribution event, “Disability” shall meet the requirements of Section 409A of the Code.
EBITDA” shall have the meaning set forth in Section 10.2 hereof.
Effective Date” shall have the meaning set forth in Section 16.1 hereof.
Eligible Person” means any person who is a