| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 26, 2023, the Board of Directors (the “Board”) of Syneos Health, Inc. (the “Company”) appointed Michael Bonello as the Chief Financial Officer of the Company, effective July 1, 2023, succeeding Stanford (Ben) Rudnick as the Company’s principal financial officer as of such date.
Prior to his appointment, Mr. Bonello, 53, served as the Chief Financial Officer of Clario, Inc. a leading clinical trial data collection company, from November 2021 to present. Prior to that role, from May 2018 to August 2021, he served as Executive Vice President and Chief Financial Officer of PRA Health Sciences, Inc. (“PRA”), a former contract research organization that was acquired by ICON plc in 2021. Mr. Bonello previously served as Senior Vice President, Accounting and Corporate Controller for PRA, after having joined the company in March 2008. Prior to PRA, Mr. Bonello held positions with Cree, Inc., where he was Director of Finance/Corporate Controller, and Genworth Financial (formerly GE Mortgage Insurance Corporation) where he served as Vice President, Domestic Controller and Global Reporting Leader. Mr. Bonello also served for seven years in the audit practice at PricewaterhouseCoopers LLP. He received a Bachelor of Business Administration with a concentration in accounting from St. Bonaventure University.
In connection with his appointment, the Company and Mr. Bonello entered into an Offer Letter, dated April 7, 2023 (the “Offer Letter”), which provides that, upon the commencement of his employment on July 1, 2023, Mr. Bonello will be entitled to (i) an annual base salary of $700,000; (ii) a 2023 target cash bonus opportunity of $630,000; (iii) an annual long term incentive grant opportunity, beginning in 2024, having an aggregate value of 2,170,000, comprised of 50% performance-based restricted stock units and 50% time-based restricted stock units; (iv) a sign-on grant of restricted stock units, to be granted on July 15, 2023, having an aggregate value of $2,170,000, vesting over three years; and (iv) a second sign-on grant of restricted stock units, to be granted on March 15, 2024, having an aggregate value equal to $1,500,000, vesting over two years. In addition, Mr. Bonello will be eligible to participate in the Company’s Executive Severance Plan.
In connection with Mr. Bonello’s appointment, Mr. Bonello is expected to enter into the Company’s standard form of indemnification agreement for directors and officers.
The foregoing summary of the terms of the Offer Letter is qualified in its entirety by reference to the complete text of the Offer Letter, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.