UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K10-K/A

(Amendment No. 1) 

(Mark One)

For the fiscal year ended December 31, 2022

or

For the transition period from _______ to ______

Commission File Number: 001-36730

SYNEOS HEALTH, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (919) (919) 876-9300

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒   No  ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.  Yes  ☐No☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes☒   No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging“emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant, based on the closing sale price of $71.68 on June 30, 2022, was approximately $7,342,569,400.$7,342,569,400.

As of February 9, 2023, there were approximately 103,241,365 shares of the registrant’s Class A common stock outstanding.

Table of Contents

SYNEOS HEALTH, INC.

FORM 10-K

For the Fiscal Year Ended December 31, 2022

2

Table of Contents

FORWARD-LOOKING STATEMENTSEXPLANATORY NOTE

ThisOn February 15, 2023, Syneos Health, Inc. filed its Annual Report on Form 10-K contains forward-looking statements withinfor the meaningfiscal year ended December 31, 2022 (“Original Form 10-K”). The Original Form 10-K omitted portions of Section 27APart III, Items 10 (Directors, Executive Officers and Corporate Governance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director Independence), and 14 (Principal Accountant Fees and Services) in reliance on General Instruction G(3) to Form 10-K, which provides that such information may be either incorporated by reference from the registrant’s definitive proxy statement or included in an amendment to Form 10-K, in either case filed with the Securities and Exchange Commission (“SEC”) not later than 120 days after the end of the Securities Actfiscal year.

We no longer expect that the definitive proxy statement for our 2023 annual meeting of 1933,stockholders will be filed within 120 days of December 31, 2022. Accordingly, this Amendment No. 1 to Form 10-K (“Amendment”) is being filed solely to:

This Amendment does not otherwise change or the Securities Act, and Section 21Eupdate any of the Securities Exchange Actdisclosures set forth in the Original Form 10-K and does not otherwise reflect any events occurring after the filing of 1934, as amended, or the Exchange Act. Such forward-looking statements reflect, among other things, our business plans and strategy, market trends, beliefs regarding our competitive strengths, current expectations, future capital expenditures, and anticipated results of operations, all of which are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, market trends, or industry results to differ materially from those expressed or implied by such forward-looking statements. Therefore, any statements contained herein that are not statements of historical fact may be forward-looking statements andOriginal Form 10-K. Accordingly, the Amendment should be evaluated as such, including statements regarding future financial and operational results, our business strategy,read in conjunction with the future impact of macroeconomic trends, such as inflation and increased interest rates,Original Form 10-K and the ongoing COVID-19 pandemic on our business, financial results, and financial condition, benefitsCompany’s filings made with the SEC subsequent to the filing of acquisitions, and planned capital expenditures. Without limiting the foregoing, the words “anticipates,” “believes,” “can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “projects,” “should,” “would,” “targets,” “will” and the negative thereof and similar words and expressions are intended to identify forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in Part I, Item 1A, “Risk Factors” in this Annual Report onOriginal Form 10-K. Unless legally required, we assume no obligation to update any such forward-looking information to reflect actual results or changesCapitalized terms used herein and not otherwise defined are defined as set forth in the factors affecting such forward-looking information.Original Form 10-K.

As used in this report, the terms “Syneos Health, Inc.,” “Company,” “we,” “us,” and “our” mean Syneos Health, Inc. and its subsidiaries unless the context indicates otherwise.

SYNEOS HEALTH, INC.

FORM 10-K/A
(Amendment No. 1)

For the Fiscal Year Ended December 31, 2022

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Board of Directors

The following information with respect to our Board of Directors (the “Board”) and executive officers is presented as of April 10, 2023:

John M. Dineen - Independent Chair of the Board

Barbara W. Bodem - Independent Director

Bernadette M. Connaughton - Independent Director

Michelle Keefe - Chief Executive Officer and Director

William E. Klitgaard - Independent Director

Kenneth F. Meyers - Independent Director

Matthew E. Monaghan - Independent Director

David S. Wilkes, M.D. - Independent Director

Alfonso G. Zulueta - Independent Director

Executive Officers

For biographical information on Ms. Keefe, please see “Board of Directors” above.

Stanford (Ben) Rudnick - Interim Chief Financial Officer3

Michael Brooks - Chief Operating OfficerTable

Christian Tucat - Chief Business Officer

Jonathan Olefson - General Counsel and Corporate Secretary

Committees of Contentsthe Board

Standing Committees of the Board of Directors

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

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 Risk Factors

In evaluatingExecutive Officer and Senior Financial Officers. These policies are posted under “Investors—Corporate Governance—Governance Documents” on our website at www.syneoshealth.com. We intend to post on our website all disclosures that are required by law or the Nasdaq rules concerning any amendments to, or waivers from, any provision of these codes. Additionally, we have adopted an Insider Trading Compliance Policy to establish guidelines for our directors, officers and employees regarding transactions in our securities, and Policy Statement Guidelines for Corporate Disclosure for the disclosure of information related to our Company you should consider carefullyto the summary risksinvesting public, market analysts, brokers, dealers, investment advisors, and uncertainties described below togetherthe media.

Audit Committee

Item 11. Executive Compensation.

Compensation Committee Report

The Compensation and Management Development Committee has reviewed and discussed the following Compensation Discussion and Analysis (“CD&A”), with our Company’s management. Based on this review and discussion, the other informationCompensation and Management Development Committee recommended to our Board that the CD&A be included in thisour Annual Report on Form 10-K.10-K/A for the fiscal year ended December 31, 2022 and our proxy statement for our 2023 annual meeting of stockholders.

THE COMPENSATION AND MANAGEMENT DEVELOPMENT COMMITTEE OF THE BOARD OF DIRECTORS

KENNETH F. MEYERS, Chair

4

Table of Contents

5

Table of Contents

PART I

Item 1. Business.

Overview

We are a leading fully integrated biopharmaceutical solutions organization built to accelerate customer success. We translate unique clinical, medical affairs and commercial insights into outcomes to address modern market realities.

We bring together a talented team of professionals, who work across more than 110 countries, with a deep understanding of patient and physician behaviors and market dynamics. Together we share insights, use the latest technologies and apply advanced business practices to speed our customers’ delivery of important therapies to patients.

Syneos Health supports a diverse, equitable and inclusive culture that cares for colleagues, customers, patients, communities and the environment.

Our operations are divided into two reportable segments, Clinical Solutions and Commercial Solutions. Our Clinical Solutions segment offers comprehensive global services for the development of diagnostics, drugs, biologics, devices, and digital therapeutics that span Phase I to IV of clinical development. This segment offers individual services including regulatory consulting, project management, protocol development, investigational site recruitment, clinical monitoring, technology-enabled patient recruitment and engagement, clinical home health services, clinical trial diversity, biometrics, and regulatory affairs, all across a comprehensive range of therapeutic areas.

Our Commercial Solutions segment provides commercialization services, including deployment solutions, communications solutions (public relations, advertising, and medical communications), and consulting services. We integrate our clinical and commercial capabilities into customized solutions by sharing knowledge, data, and insights. We believe this collaboration across the development and commercialization continuum facilitates unique insights into patient populations, therapeutic environments, product timelines, and the competitive landscape.

Founded more than three decades ago as an academic organization dedicated to central nervous system research, we have translated that knowledge into a global organization with deep therapeutic expertise, as well as full data services and regulatory advisory and implementation support capabilities. Over the past decade, we have built our scale and capabilities to become a leading global provider of Phase I to Phase IV clinical development services, as well as a full range of commercialization and other complementary services. We were established as INC Research in 1998, and our corporate headquarters are located in Morrisville, North Carolina. INC Research Holdings, Inc. was incorporated in Delaware in August 2010. We changed our name to Syneos Health, Inc. after our 2017 merger (the “Merger”) with Double Eagle Parent, Inc. (“inVentiv”), the parent company of inVentiv Health, Inc.

6

Table of Contents

Our Market

The market for our solutions is primarily the biopharmaceutical industry that utilizes outsourced clinical drug development and commercialization services. We believe we are well-positioned to benefit from the following market trends:

Expected growth of clinical drug development market. Biopharmaceutical companies continue to prioritize the outsourcing of Phase I to Phase IV clinical trials to Contract Research Organizations (“CROs”).

We pay for performance and believe that, based on industry sources and management estimates, the Phase I – IV clinical development market for CRO services will grow at a compound average annual rate of 4% to 7% through 2024, driven by a combination of R&D budget increases and further outsourcing spend. We estimate the total addressable clinical development market to be $120 billion, of which $64 billion was outsourced to CROs in 2022.

Trends in commercialization outsourcing. We believe that, based on industry sources and management estimates, the market for biopharmaceutical commercial outsourcing will grow at a compound average rate of approximately 4% to 7% through 2024. We believe this potential growth is supported by: (i) increased preference for digital engagement strategies, scientifically enabled representatives driving biopharma partners to use Contract Sales Organizations (“CSOs”) to leverage their infrastructure, and flexibility to scale as needed; (ii)increased expectations for data generation and data-driven insights from biopharmaceutical companies; (iii) increased demand for field facing teams that can engage in highly specialized conversations around complex scientific information associated with innovative therapies; and (iv) an evolving industry landscape illustrated by a shift to more strategic relationships, particularly where economies of scale can reduce costs.

Increasingly challenging clinical development and commercialization environment. The biopharmaceutical industry is currently facing several challenges, including: (i) margin deterioration; (ii) reimbursement and provider access hurdles; (iii) significant decline in funding, market valuations, and mergers & acquisitions (“M&A”) activity; (iv) fewer blockbuster and high profitability drugs; (v) continued pressure from generic brand exposure; and (vi) the consolidation of payers, healthcare systems, providers, and pharmacies. These challenges also make it more complicated to engage physicians and patients, making new product launches more difficult. At the same time, the industry is experiencing growing demand for specialty drugs, pressure to improve R&D productivity, the transition of the healthcare industry worldwide from a volume-based to a value-based reimbursement structure, and growing political and pricing pressures.

Globalization of clinical trials. Clinical trials have become increasingly global as biopharmaceutical companies seek to accelerate patient recruitment, particularly within protocol-eligible, treatment-naïve patient populations without co-morbidities that could skew clinical outcomes. Biopharmaceutical companies are also increasingly seeking to expand the commercial potential of their products by applying for regulatory approvals in multiple countries, including fast-growing economies that are spending more on healthcare.

Management of increasingly complex clinical trials. The biopharmaceutical industry operates in an increasingly sophisticated and highly regulated environment and has responded to the demands of novel therapeutics by adapting efficient drug development processes. Complex clinical trial design expertise has emerged as a significant competitive advantage for select CROs that have a track record of successfully navigating country-specific regulatory, clinical trial protocol, and patient enrollment barriers, including sometimes subjective, evolving clinical endpoints.

7

Table of Contents

Rapid adoption of remote technology-enabled platforms. Accelerated by the ongoing COVID-19 pandemic, we have observed a significant increaseour compensation philosophy, discussed in the adoption of remotesection below, is effective, market-appropriate and digital solutions to facilitate continued healthcare delivery to patients and support to healthcare providers (“HCPs”) for our customers’ products. Technology and data that help power site- and patient-centric solutions have been on the rise and include risk-based and remote monitoring, home health, and virtual personal and non-personal outreach to medical facilities and clinics.in line with stockholder expectations.

Executive Summary

Our Business Strategy

Our goal is to be the partner of choice to the biopharmaceutical industry by translating our unique clinical and commercial insights into superior customer outcomes. We believe our ability to strategically integrate clinical development, medical affairs, and commercial capabilities is unique, allowing for clinical insights to inform commercialization and for commercial insights to improve clinical trial design and execution. The key elements of our business strategy include:

Transform our organization to improve customer engagement, increase innovation, and achieve operating efficiencies. We are pursuing business transformation initiatives that include enhancing customer engagement and infusing innovation and insights throughout our operations, integrating artificial intelligence and predictive analytics

In April 2022, we completed a CEO transition to drive faster data insights and patient outcomes, leveraging tools and automation to simplify processes and improve real-time visibility, optimizing our operational footprint, and streamliningcontinued momentum. Michelle Keefe, who previously served as the organization and outsourcing where we believe appropriate. We also seek to improve our productivity, flexibility, quality, functionality, and cost savings by investing in the development and implementation of global platforms and integration of our business processes and functions to achieve economies of scale.

Capitalize on industry trends favoring outsourcing. We believe our Clinical SolutionsCompany’s President, Medical Affairs and Commercial Solutions, segments can benefit from specificbrings more than 30 years of life sciences industry trendsexperience to lead the Company through the next era as a data and insights-driven organization and unlock market opportunities in support of long-term sustainable value creation.

Our executive compensation program supports long-term value creation. More than 86% of our CEO compensation and 79% of the compensation for our other NEOs is variable and at risk, meaning it is tied to our stock price performance and/or subject to achievement of pre-set rigorous performance targets that are expectedimportant to drive attractivestockholder value creation.

Special, one-time “transformation” equity awards were granted to accelerate revenue growth rates overand new business awards in the long term. Higher costsClinical Solutions Segment. These specific business results are directly tied to our future performance and increased complexity are drivinggenerating shareholder value. The performance targets were set to require stretch efforts above and beyond regular operations with a goal to incentivize progress toward our customersstrategic priorities, including the creation of shareholder value as a result of our transformation initiatives and maintaining a cohesive executive leadership team following the CEO transition.

Our named executive officers did not receive annual cash incentive awards for 2022. Actual performance with respect to seek efficiencythe previously determined internal financial metrics did not meet threshold performance levels for our 2022 Management Incentive Plan and expertise through outsourcing services. We believe outsourcing both clinical developmentno payout was provided.

2020-2022 performance-based restricted stock units were earned at 65% of target. This below-target performance was driven by achievement of 90%, 100%, and commercialization services optimizes returns on invested R&D for biopharmaceutical companies.

Further penetrate the large pharmaceutical market. We believe one93% of the largest opportunities to increase our marketadjusted earnings per share (“Adjusted EPS”) goals established for 2020, 2021, and improve our market position is to further penetrate large pharmaceutical companies. Large pharmaceutical companies have increasingly focused on partnering with larger outsourcing vendors that offer a full suite2022 respectively. We achieved 90% of service capabilities. We have invested in expanding our global scale, breadth of services, and infrastructure to build up our service capabilities for this customer sector.

Continued penetration of the small and mid-sized (“SMID”) biopharmaceutical market. We believe there is opportunity to grow in the SMID biopharmaceutical market segment. Our 2020 acquisition of Synteract further enhanced our position for serving SMID customers, diversifying our customer base and expanding support to emerging biopharmaceutical companies. We aim to leverage our full suite of clinical and commercialization services, our Syneos One® solutions, and our therapeutic expertise and organizational alignment down to the CRA level, as well as our Trusted Process® operating model to further penetrate the SMID biopharmaceutical market.

8

Table of Contents

Bring differentiated solutions to the market that accelerate customer outcomes. We believe we are uniquely positioned to address our customers’ evolving needs as a leading fully integrated biopharmaceutical solutions organization. We translate unique clinical, medical affairs and commercial insights into outcomes to address modern market realities. Our breadth of services enables us to provide customized solutions designed to successfully accelerate the time to market for our customers’ clinical and commercial projects. We believe sharing commercial insights during the early phases of clinical trials can lead to better informed decisions around clinical trial design and strategies. Similarly, we believe our therapeutic and clinical trial expertise can lead to improved decisions about regulatory and payer approvals, market access, reimbursement and formulary inclusion, field team development, and other steps that are critical to the commercial success of our customers.

Strengthen our geographic footprint. We have developed a global platform with a presence in the major biopharmaceutical markets and intend to further expand our business outside of the United States (“U.S.”), targeting regions where we are underpenetrated and that offer significant growth opportunities. We have added geographic reach through both acquisitions and organic growth in Asia-Pacific, Latin America, the Middle East and Africa, and Europe. We believe these regions are critical to obtaining business awards from large and mid-sized biopharmaceutical companies. Through our business transformation initiatives, we plan to progress to a more country-based business delivery model.

Drive acceleration of commercial outsourcing with Syneos One®.We believe our Syneos One® solutions are uniquely positioned to determine the appropriate mix of clinical and commercial services to help customers optimize the development process of their assets and maximize the return on their investment. In addition, Syneos One® enables multiple selling points alonginvested capital (“ROIC”) goal for the operational timelinethree-year performance period ending in 2022 after the Compensation and Management Development Committee (referred to in this CD&A as the “Committee”) adjusted ROIC target to remove the impact of asset development. The needacquisitions not anticipated at the time goals were set for the period, resulting in a full suitepayout of asset development services is particularly strong57% of target for the ROIC goal which, when taken together with our SMID customersthe achievement of 72% of target for the combined adjusted earnings per share goals, resulted in a combined 65% of target performance shares vesting for the period.

Realized compensation for 2022 was significantly below total potential compensation reported in the near-term, given their need2022 Summary Compensation Table.The rigor of our incentive programs and alignment with shareholder interests are evidenced by our short-term annual cash incentive payout at 0%. Our long-term performance-based stock awards were achieved at below target as follows: Adjusted EPS was achieved at 63% (2020 PRSUs), 63% (2021 PRSUs), and 59% (2022 PRSUs) for the 2022 performance period, and ROIC was determined to efficiently deploy capital duringbe achieved at 57% (2020 PRSUs) for the asset development process coupled with their limited internal resources. Large biopharmaceutical companies may represent a long-term opportunity if market pressuresthree-year performance period ending in 2022. In contrast, due to reduce fixed-cost infrastructures further intensify. Given our strong relationships in both customer segments and our breadth of services, including our focus on medical affairs, we believeSEC rules, we are well positionedrequired to capitalize on the needs of both customer types.

Successfully acquire and integrate companies and continue to evaluate and pursue other strategic initiatives to augment our organic growth. As part of our ongoing business strategy to enhance our services, capabilities, and geographic presence, we regularly evaluate new opportunities for growth through strategic initiatives, including potential acquisitions, investments, dispositions, or other transformative transactions.

Our Services

We provide services through two reportable segments: Clinical Solutions and Commercial Solutions.

Clinical Solutions

Our extensive range of clinical solutions supports the entire clinical development process from Phase I to Phase IV and allows us to offer our customers an integrated suite of investigative site support and clinical development services. We have strengthsdisclose in the complex therapeutic areas suchSummary Compensation Table the grant-date fair value, as neurosciencedetermined under ASC 718, of equity awards granted in 2022, regardless of actual performance and hematology/oncology, with the latter representing the largestwithout regard to potential future forfeitures of these awards (i.e., if performance goals are not achieved).

2022 Performance and fastest growing therapeutic area. Our solutions can be deliveredBusiness Update

Revenue increased 3.5% on a full-service projectreported basis and 5.8% on a functional or resourceconstant currency basis (see FSP 360 below), or through a hybrid approach depending on the needs of our customers. We are able to customize our services to provide support to customers within an individual clinical study, a single function, multiple functions within a single therapeutic area, or across a customer’s entire product portfolio. Our comprehensive suite of clinical development services includes the following, among others:

9

Table of Contents

Full-service Clinical Development

Our full-service clinical development offering provides comprehensive solutions to address the clinical development needs of our customers for Phase I to Phase IV clinical trials. Our comprehensive suite of clinical development services includes the following, among others: patient recruitment and retention; site start-up services; project management; clinical monitoring; decentralized solutions (e.g., remote engagement and mobile research nursing clinical trial services); drug safety and pharmacovigilance; quality assurance; regulatory and medical writing; clinical data management; electronic data capture; and biostatistics. We run full-service clinical trials globally.

FSP 360

Our Functional Service Provider (“FSP”) 360 offering helps sponsors review their approach to key functional areas of clinical research, specifically those areas not core to their clinical development business or in areas where they need to augment internal resources. We can customize our full-service offering to provide support to customers within an individual clinical study, a single function, multiple functions within a single therapeutic area, or across a customer’s entire product portfolio. Any of our full-service clinical solutions outlined above can be delivered on an unbundled or functional basis or on a hybrid approach, based on our customers’ specific needs. We currently operate FSP 360 hubs in North America, South America, Europe and Asia Pacific.

Early Phase

Our early phase offering provides a full range of services for Phase I to Phase IIA clinical trial conduct, bioanalytical assay development and analysis, targeted translational science offerings, and clinical pharmacology services, including modeling and simulation. We also provide validation and sample analysis services from pre-clinical development through post-marketing support and purpose-built early phase biometrics support from North America and India. We conduct clinical trial studies at our facilities located in Quebec City, Canada and Miami, Florida. We have extensive experience in first-in-human, proof-of concept, bioequivalence and bioavailability, biosimilars, and clinical pharmacology study conduct. We collaborate with leading hospitals for the conduct of early development and clinical pharmacology studies that require access to patients. We have a large base of available subjects, including patient populations with specific medical conditions and healthy volunteers, which provide efficient and rapid patient recruitment. Furthermore, we can also provide early stage and clinical pharmacology studies through our Asia-Pacific Catalyst Model with Phase I to Phase IIA conduct capabilities in Australia, New Zealand, South Korea, and Japan.

Real World Evidence (“RWE”) and Late Phase Services

Our Real World, Late Phase group conducts studies to understand how a treatment, service, or method of delivering care works when applied in real world, clinical practice environments.

The marketyear ended December 31, 2022. Net income for these services is increasing as regulatory changes are encouraging the use of RWE and payers are demanding these outcomes. Customers are using RWE to supplement clinical efficacy and safety data, to build a value story, and in designing and implementing a successful commercialization strategy. RWE shows relatively low levels of outsourcing penetration and provides both clinical and commercial benefits, offering a growth opportunity for us.

We provide both consultative and operational expertise to our customers in real world data generation, from concept through core development, launch, and commercialization. This is informed by our Dynamic Assembly® approach, which allows us to expand our data access and analytic capabilities, enhancing our ability to help customers demonstrate product value. Our services include patient registries, surveillance and observational studies, patient/health outcomes research, and economic studies.

10

Table of Contents

Commercial Solutions

Our Commercial Solutions segment provides a broad suite of complementary commercialization services including deployment solutions, communications services (advertising, public relations, and medical communications), and consulting services. Additionally, these capabilities provide behavioral and patient insights used by our Clinical Solutions segment to design smarter clinical trials and to accelerate patient recruitment. Our comprehensive capabilities portfolio also allows us to provide full-service commercialization. This integrated approach allows us to maximize product or portfolio performance for customers, by sharing insights and expertise across the integrated commercial outsourcing team.

These services are enhanced by our Kinetic offering, our modern customer engagement capability. We use an intelligent and data-enabled approach to digitally enhance our commercialization services by understanding the audiences for our customers’ products, synchronizing their experiences across multiple personal and digital channels and decoding the performance of these interactions to adapt in real-time.

Deployment Solutions

Our deployment solutions include field-based promotional and market access solutions, field-based clinical solutions, inside sales and contact center, insight and strategy design, patient support services, training, talent sourcing, and sales operations. We provide contract field promotion teams with a broad array of capabilities, support services, and non-personal engagement solutions including tele-detailing and electronic detailing (“e-detailing”). Our field-based promotional teams are supported by recruiting and training capabilities, clinical and scientific professionals who advocate for and inform markets of novel therapies, and our customized patient behavioral models built on our proprietary insights and data-driven analytics. Services offered include market research, commercial analytics, managed markets access, biotechnology and specialty managed markets, and full-service commercialization. Our field promotion teams can be supported by our communications and consulting services.

Communications Services

Our healthcare focused communications services offering provides advertising, public relations, interactive digital strategies, branding and identity consulting services, and medical communications and education services. These services are scalable, as we can support product commercialization both domestically and internationally. Communications services are deployed throughout a product’s existence, beginning well before commercial launch, encompassing regulatory approval and market introduction, and continuing throughout the life of a product.

Consulting Services

Our consulting services support critical decision points during a biopharmaceutical product’s lifecycle, from licensing, to product and portfolio strategy development, to drug commercialization. These services are centered on maximizing the commercial value of a client’s product pipeline, helping clinical leaders better deploy strategic resources, improve efficiency, and enhance the effectiveness of marketing and sales activities. Our overall consulting services capabilities include the following: commercial strategy development and planning; pricing and market access; medical affairs advisory; quality management and regulatory compliance advisory; and risk and program management.

11

Table of Contents

Customers

We have a well-diversified customer base of over 900 customers, which includes many of the world’s largest biopharmaceutical companies, which we define as the top 50 biopharmaceutical companies measured by annual R&D spend, as well as numerous emerging and specialty biotechnology companies, medical device, and diagnostics companies. We are diversified across our segments, deriving 75% and 25% of our revenue during 2022 from our Clinical Solutions and Commercial Solutions segments, respectively.

For the year ended December 31, 2022 increased 13.5% year over year. Adjusted net income for the year ended December 31, 2022 increased 4.2% year over year and adjusted diluted earnings per share grew by 5.8% over the year ended December 31, 2021. Clinical Solutions net new business awards contracted 35% in the year ended December 31, 2022, compared to the prior year, while Commercial Solutions net new business awards grew 1.6% in the year ended December 31, 2022. Cash flow from operations for the year ended December 31, 2022 remained strong at approximately $427.0 million, declining 5.2% from the record level achieved for the year ended December 31, 2021. We successfully refinanced our revenue attributableTerm Loan A and expanded our revolving credit facility to large biopharmaceutical companies represented approximately 55%$1 billion, extending maturities for each to November 2027.¹

In 2022, we accelerated key initiatives and investments in Strategic Business Development and Clinical Operations to transform the Clinical Solutions business for long-term growth. These initiatives are expected to improve request for proposal volume, and win rates and repeat business with small to midsize customers. Further, we anticipate these initiatives will help us continue to win new Large Pharma strategic relationships and expand existing relationships, consistent with our long term growth goals. Additionally, we consolidated several strategic projects under Project Velocity, a unified transformational effort designed to unlock efficiency, innovation, and growth, that will bring value to customers and employees.

Leadership remains relentlessly focused on our customers, employees and the continued transformation of our total revenuebusiness. We remain confident in our strategy and revenue attributablethe long-term market opportunity and are encouraged by feedback we are receiving from our customers and the early signs of positive impact from our investments.  

Results of 2022 Say‑on‑Pay Vote

At the 2022 annual meeting, 97.8% of the shares present and entitled to SMID biopharmaceutical companies represented approximately 45%. Our top five customers accounted for approximately 24%vote at the 2022 annual meeting cast votes in favor of our revenue“Say-on-Pay” proposal, on an advisory basis. The Committee believes that the Say-on-Pay vote at our 2022 annual meeting endorsed our Company’s compensation philosophy and programs and is reflective of the continued focus on evolving our executive compensation strategy. The Committee will continue to monitor and address stockholder feedback each year as it reviews and establishes future executive compensation programs. Also at the 2022 annual meeting, our stockholders approved, on an advisory basis, “One Year” as the frequency of future stockholder advisory votes on executive compensation. In light of this result, which was consistent with the Board’s recommendation, the Board has determined to hold an advisory Say-on-Pay vote each year. This will remain in 2022. Additionally, we serve customers inplace until the next advisory vote on the frequency of Say-on-Pay votes is presented to the Company's stockholders.Accordingly, our next Say-on-Pay vote is expected to be held at our 2023 annual meeting.

Our Executive Compensation Program

Our compensation strategy has consistently focused on providing total compensation opportunities designed to attract and retain high-caliber executives and to incentivize them to achieve company performance goals that are closely aligned with stockholder interests. We emphasize pay-for-performance and long-term value creation for our stockholders, compensating our executives with a varietycombination of locations throughout the world,base salary, short-term cash incentives and long-term equity incentives, with approximately 60%our incentive compensation opportunity being weighted more heavily than base salary. Accordingly, a significant portion of our 2022 revenue generated from work performedexecutives’ compensation is at risk. We believe these elements provide clear accountability and rewards for producing results.

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

Compensation Philosophy

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

The Committee seeks to achieve the following goals in connection with our executive compensation program and decisions regarding individual compensation:

Elements of our Executive Compensation Program

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

Compensation Element Key Features and Purpose Base Salary Fixed annual cash compensation to attract and retain talented executives. Base salary increases are considered every year in the U.S.context of market practice and Canada, 25%to reflect the scope and complexity of each executive's position. Actual positioning varies to reflect each executive's skills, experience, and performance in role. Fiscal Year 2022 Actions Effective April 2022, the Committee approved base salary increases as follows: from Europe,$567,000 to $1,000,000 for Ms. Keefe and from $567,000 to $750,000 for Mr. Brooks to recognize their expanded responsibilities in connection with their appointments as CEO and Chief Operating Officer, respectively; from $600,000 to $618,000 for Mr. Meggs; and from $500,000 to $520,000 for Mr. Olefson. Effective June 2022, Mr. Tucat's base salary increased from $473,000 to $520,000 to recognize his expanded responsibilities in connection with his appointment as Chief Business Officer. Management Incentive Plan ("MIP") Cash Incentive Award Performance-based cash incentives to motivate and reward short-term outcomes that the Middle East, and Africa, 12% from Asia-Pacific, and 3% from Latin America. This diversification allows us to grow our business in multiple customer segments and geographies.

Sales and Marketing

Our global team of strategic business development professionals andCommittee believes will support staff identifies needs, designs solutions, and promotes our services to the biopharmaceutical, biotechnology, and medical device industries. In addition to significant customer engagement and development experience, many of these individuals have technical and scientific backgrounds.

Our business development organization works with our leadership team to identify, develop, and maintain key customer relationships in addition to new business development activities. Teams use an integrated, customer-focused approach to develop joint engagement planslong-term value creation for key accounts. For many of our largest customer relationships, dedicated strategic account management teams under our Global Client and Syneos One® groups provide account leadership to meet financial goals, align delivery with strategic goals, and promote innovation.

Competition

We operate in several highly competitive markets. Our competitors include a variety of companies providing services to the biopharmaceutical industry, including large CROs and smaller specialty CROs, large global communications holding companies, smaller specialized communications agencies, contract sales organizations, and a wide range of consulting companies. Both of our reportable segments face distinct competitors within the markets they serve. Notwithstanding competitive factors, we believe that our deep therapeutic expertise, global reach, integrated model, and operational strengths differentiate us from our competitors across both of our segments.

12

Table of Contents

Clinical Solutions

Our Clinical Solutions segment competes primarily against other full-service CROs and services provided by in-house R&D departments of biopharmaceutical companies, universities, and teaching hospitals. Since 2018, large CROs have broadly taken share from smaller CROs through both scale and consolidation. This trend is likely to continue as trial complexity evolves, supporting the need for partnership and utilization of diverse capability sets. Although the CRO industry has experienced increased consolidation in the past several years, the landscape remains fragmented. We generally competestockholders. Payouts are based on the following factors:

Commercial Solutions

Our Commercial Solutions segment competes primarily against the in-house sales and marketing departments of biopharmaceutical companies, other contract pharmaceutical sales and service organizations, communications holding companies and specialized agencies, and consulting firms. We generally compete based on the following factors:

Government Regulation

The biopharmaceutical industry is subject to a high degree of governmental regulation in both domestic and international markets. Regardless of the country or region in which approval is being sought, before a marketing application for a drug is ready for submission to regulatory authorities, the candidate drug must undergo rigorous testing in pre-clinical studies and clinical trials. The clinical trial process must be conducted in accordance with the Federal Food, Drug and Cosmetic Act in the U.S. and similar laws and regulations in the relevant foreign jurisdictions (e.g., the European Union Clinical Trials Regulation). These laws and regulations require the candidate drug to be tested and studied in certain ways prior to submission for approval.

13

Table of Contents

Regulation of Our Clinical Solutions Segment

In the U.S., the Food and Drug Administration (“FDA”) regulates the conduct of clinical trials of drug products in human subjects, and the form and content of regulatory applications. The FDA also regulates the development, approval, manufacture, safety, labeling, storage, record keeping, import, export, distribution, advertising, sale, and marketing of drug products. The FDA has similar authority and similar requirements with respect to the clinical testing of biological products and medical devices. In the European Union (“EU”) and other jurisdictions where our customers intend to apply for marketing authorization (of drug products) or seek certification (of medical devices), similar laws and regulations apply. Within the EU, these requirements are enforcedresults achieved as determined by the EMA and competent authorities of the EU member states. Additional national requirements may vary slightly from one member state to another.Committee after evaluating our performance against pre-established, short-term financial goals. In Canada, clinical trials are regulated by the Health Products Food Branch of Health Canada as well as provincial regulations. Similar requirements also apply in other jurisdictions, including Australia, Japan, and other Asia-Pacific countries, where we operate or where our customers intend to apply for marketing authorization. Sponsors of clinical trials also follow the International Council on Harmonisation (“ICH”) guidelines on Good Clinical Practice (“GCP”), which are enforced by the FDA and other comparable regulatory authorities, and may be amended from time to time.

Our services are subject to various regulatory requirements designed to ensure the quality and integrity of the clinical trial process. In the U.S.,addition, we must perform our clinical development services in compliance with applicable laws, rules, and regulations, including GCP and Good Pharmacovigilance Practice,achieve a minimum level of Adjusted EBITDA for any executive to receive a payment under the MIP, which govern, among other things, the design, conduct, performance, monitoring, auditing, recording, analysis, and reporting of clinical trials. Before a human clinical trial may begin, the manufacturer or sponsor of the investigational drug or biologic must file an investigational new drug application (“IND”) with the FDA, which contains, among other things, the results of pre-clinical tests, manufacturing information, and other analytical data. A separate submission to an existing IND must also be made for each successive clinical trial conducted during asset development. Each clinical trial conducted in the U.S. must be conducted pursuant to, and in accordance with, an effective IND. In addition, under GCP regulations, each human clinical trial we conduct is subject to the oversightCommittee's discretion. For our 2022 fiscal year, the MIP included two financial performance measures: MIP Revenue; and MIP EBITDA. Achievement of an independent institutional review board (“IRB”) which is an independent committee that has the regulatory authority to review, approve and monitor a clinical trial. The FDA, the IRB, or the sponsor may suspend or terminate a clinical trial at any time on various grounds, including a finding that the study subjects are being exposed to an unacceptable health risk.

Clinical trials conducted outside the U.S. are subject to the laws and regulationsapproximately 96.5% of the country whereMIP Revenue and 93.5% of the trialsMIP EBITDA performance targets were required to receive any MIP funding for the respective measures. See below under "Compensation Element Details-Cash Incentives- Annual Cash Incentives" for definitions of the performance measures. Individual MIP opportunities are conducted. These lawsexpressed as a percent of base salary and regulations might not be similarvary 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 MIP payouts is zero to 200% of target. For our 2022 fiscal year, the lawsactual performance for each of MIP Revenue and regulations administeredMIP EBITDA was below threshold, so no payout was provided to our NEOS for 2022 performance. Long-Term Incentive ("LTI") Compensation We grant stock-based compensation awards annually to motivate long-term creation of long-term stockholder value, to reward achievement of multi- year financial objectives, and to retain key talent. PRSU vesting: NEOS receive PRSUS, which vest after three years only upon achievement of goals established by the FDA and other laws and regulations regardingCommittee for the protectionrelevant performance periods. The potential number of patient safety and privacy and the control of study pharmaceuticals, medical devices or other study materials. Studies conducted outside the U.S.PRSUS that can also be subjectvest ranges from zero to regulation by the FDA if the studies are conducted pursuant to an IND, or in the case of a medical device, an investigational device exemption. It is the responsibility150% of the study sponsor or the parties conducting the studies to ensure that all applicable legal and regulatory requirements are fulfilled.

To comply with GCP and other regulations, we must, among other things:

14

Table of Contents

Similar regulations and guidelines exist in various states and in other countries. In the EU, similarly to the U.S., the various phases of non-clinical and clinical research are subject to significant regulatory controls. Clinical trials of medicinal products (drugs, biologics, and medical devices) that support or are intended to support applications for research or marketing authorization must be conducted in accordance with applicable EU and national regulations and the ICH guidelines on GCP, which are ethical principles that have their origin in the Declaration of Helsinki. If the sponsor of a clinical trial is not established within the EU, it must appoint an EU entity to act as its legal representative for clinical trials conducted in the EU. Non-clinical studies must be conducted in accordance with the principles of good laboratory practice (“GLP”) as set forth in EU Directive 2004/10/EC.

Non-clinical studies are performed to demonstrate the health or environmental safety of new chemical or biological substances. In particular, non-clinical studies, both in vitro and in vivo, must be planned, performed, monitored, recorded, reported, and archived in accordance with the GLP principles, which define a set of rules and criteria for a quality system for the organizational process and the conditions for non-clinical studies. These GLP standards reflect the Organization for Economic Co-operation and Development requirements.

PRSUS granted. Annual time-based RSU vesting: The regulatory landscape related to clinical trials in the EU has been subject to recent changes. The EU Clinical Trials Regulation (“CTR”), which was adopted in April 2014 and repeals the EU Clinical Trials Directive, became applicable on January 31, 2022. Unlike directives, the CTR is directly applicable in all EU member states, as well as Norway, Liechtenstein and Iceland, without the need for member states to further implement it into national law. The CTR notably harmonizes the assessment and supervision processes for clinical trials throughout the EU via a Clinical Trials Information System, which contains a centralized EU portal and database.

The UK left the EU on January 31, 2020, following which existing EU medicinal product legislation continued to apply in the UK during the transition period under the terms of the EU-UK Withdrawal Agreement. As of January 1, 2021, the Medicines and Healthcare products Regulatory Agency (“MHRA”) is the UK’s standalone medicines and medical devices regulator. EU laws that have been transposed into UK law through secondary legislation continue to be applicable as “retained EU law.” However, new legislation such as the EU CTR is not applicable. The UK government has passed a new Medicines and Medical Devices Act 2021, which introduces delegated powers in favor of the Secretary of State or an ‘appropriate authority’ to amend or supplement existing regulations in the area of medicinal products and medical devices. This allows new rules to be introduced in the future by way of secondary legislation, which aims to allow flexibility in addressing regulatory gaps and future changes in the fields of human medicines, clinical trials, and medical devices.

15

Table of Contents

We may be subject to regulatory action if we fail to comply with applicable rules and regulations. Failure to comply with certain regulations can also result in the termination of ongoing research and disqualification of data collected during the clinical trials. For example, violations of GCP could result, depending on the nature of the violation and the type of product involved, in the issuance of a warning letter, suspension or termination of a clinical study, refusal of the FDA or other comparable regulatory authorities to approve clinical trial or marketing applications or withdrawal of such applications, injunction, seizure of investigational products, civil penalties, criminal prosecutions, or debarment from assisting in the submission of new drug applications. See Part I, Item 1A, “Risk Factors – Risks Related to Our Business – If we fail to perform our services in accordance with contractual requirements, regulatory requirements, and ethical considerations, we could be subject to significant costs, liability, or regulatory enforcement actions, and our reputation could be harmed.”

We monitor our clinical trials to test for compliance with applicable laws and regulations in the U.S. and the foreign jurisdictions in which we operate. We have adopted standard operating procedures thattime- based RSUs are designed to satisfy regulatory requirements and serve as a mechanism for controlling and enhancing the qualityincentivize stock value creation over time, to align interests of our clinical trials. Inexecutives with those of our shareholders, and to retain executive talent. Long-term incentives for 2022 were delivered in an equal mix of performance-based restricted stock units ("PRSUs") (50%) and time- based restricted stock units (“RSUs”) (50%). The PRSUS granted in 2020, 2021, and 2022 are based on two evenly- weighted-metrics and vest at the U.S. and in foreign jurisdictions where we operate, our procedures were developed to ensure compliance with GCP and associated guidelines.

In addition to its comprehensive regulationend of safety in the workplace, the U.S. Occupational Safety and Health Administration has established extensive requirements relating to workplace safety for healthcare employers whose workers might be exposed to blood-borne pathogens such as HIV and the hepatitis virus. Furthermore, certain employees might have to receive initial and periodic training to ensure compliance with applicable hazardous materials regulations and health and safety guidelines. We are subject to similar regulations in Canada and Spain.

Regulation of Our Commercial Solutions Segment

The safety of medicines continues to be monitored after drug product approvals and throughout their use in healthcare practice. Post-marketing safety surveillance is therefore also subject to FDA regulations as well as the EU pharmacovigilance legislation and other countries’ regulations.

In addition, our field personnel are subject to all laws, rules and regulations governing the promotion of pharmaceutical products in the U.S. and in every other country where such personnel perform work. In particular, these rules and regulations include limitationsthree-year performance period based on the indicationsachieved results against pre-set targets for which a product may be promotedAdjusted EPS (for each individual year) and on promotional spending. Additionally, these laws, rules and regulations governROIC (for the mannerthree-year period). The PRSUS granted in which the product may be promoted, and the scientific exchange of information related to the product. Violations of these rules may leave us at risk of direct regulatory enforcement action and/or cause us to be in breach of contract with our customers.

Some of our field personnel handle and distribute samples of pharmaceutical products. In the U.S., the handling and distribution of prescription drug product samples are subject to regulation under the Prescription Drug Marketing Act and other applicable federal, state and local laws and regulations and other countries may have similar laws or regulations. These laws and regulations regulate the distribution of drug samples by mandating procedures for storage and record-keeping requirements for drug samples and ban the purchase or sale of drug samples. Further, we must comply with the requirements of the U.S. Drug Enforcement Administration, which regulates the distribution, record-keeping, handling, security, and disposal of controlled substances.

16

Table of Contents

Our communications offerings are subject to all regulatory risks applicable to similar communications businesses as well as risks that relate specifically to the provision of these services to the biopharmaceutical industry. Such regulatory risks include enforcement by the FDA and the Federal Trade Commission in the U.S., Health Canada, the Department of Health in the UK, competent authorities of the EU member states, as well as state agencies and other foreign regulators enforcing laws relating to product advertising, false advertising, and unfair and deceptive trade practices. In addition to enforcement actions initiated by government agencies, there has been an increasing tendency in the U.S. and in foreign jurisdictions among biopharmaceutical companies to resort to the courts and industry and self-regulatory bodies to challenge comparative prescription drug advertising on the grounds that the advertising is false and deceptive. There continues to be an expansion of specific rules, prohibitions, media restrictions, labeling disclosures, and warning requirements with respect to the advertising for certain products.

Data Protection Regulation

We are subject to data protection laws and regulations in the countries in which we operate that address the privacy, security, and other processing of personal information. These laws and regulations govern the collection, use, handling, and disclosure of health-related and other personal information and require that we adopt and maintain reasonable and appropriate security measures that are designed to protect the confidentiality, integrity and availability of the information. These laws and regulations also typically require the adoption and maintenance of procedures that facilitate the exercise of an individual’s rights with respect to the information about them. Certain of these laws may also contain requirements relating to the location of the personal information, or the transfer of personal information from one country or region to other countries. Examples of data protection laws and regulations to which we may be subject include Canada’s Personal Information Protection and Electronic Documents Act, the EU’s General Data Protection Regulation (“EU GDPR”), the UK General Data Protection Regulation and Data Protection Act 2018 (the “UK GDPR” and, together with the EU GDPR, “GDPR”), and the California Consumer Privacy Act (“CCPA”). We are also subject to evolving EU and UK privacy laws on cookies, tracking technologies, and e-marketing. For additional information regarding these laws and regulations and their potential impacts on our business, see Part I, Item 1A, “Risk Factors – Risks Related to Our Business – Current and proposed laws and regulations regarding the protection of personal data could result in increased risks of liability or increased cost to us or could limit our service offerings.”

Intellectual Property

We develop and use a number of proprietary methodologies, analytics, systems, technologies, and other intellectual property in the conduct of our business. We rely upon a combination of confidentiality policies, nondisclosure agreements, and other contractual arrangements to protect our trade secrets, and patent, copyright, and trademark laws to protect other intellectual property rights. We have obtained or applied for patents, trademarks, and copyright protection in the U.S. and in a number of foreign countries. Our material trademarks include Trusted Process®, PlanActivation®, QuickStart®, ProgramAccelerate®, QualityFinish®, Shortening the distance from lab to life®, Syneos One®, Dynamic Assembly®, KineticTM,Syneos Health®, and other corporate emblems. Although the duration of our intellectual property rights varies from country to country, trademarks generally may be renewed indefinitely so long as they are in use and/or their registrations are properly maintained, and so long as they have not been found to have become generic. Although we believe that the ownership of trademarks is an important factor in our business and that our success does depend in part on the ownership thereof, we rely primarily on the innovative skills, technical competence, and marketing abilities of our employees. We do not have any material patents, licenses, franchises, or concessions.

17

Table of Contents

Human Capital Resources

As of December 31, 2022, we had 29,395 employees. Of these, 28,768 employees were regular and 627 were temporary. An additional 416 contingent workers provided services for us.

Our Culture and Values. Our culture remains the cornerstone of all our human capital programs. Our shared purpose, Shortening the distance from lab to life®, aligns our employees and the customers we serve. This environment is fueled by a belief in caring for our collective well-being, which we refer to as Total Self. This belief enables employees to be their authentic selves at work, fostering a diverse, equitable, and inclusive culture where employees are empowered.

Safety and Health. The safety, health, and welfare of our employees are paramount to us. Our global Health and Safety team, with regional and operational expertise, provides2020 for the health and safety2020-2022 performance period vested at 72% of our employees, regardless of where they work or what they do. To support our Health and Safety professionals, we have selected and are implementing a software toolset to support our health and safety efforts. This newly organized team and new toolsets will enable our Health and Safety program to be metrics based with targeted improvements, both as the regulatory environment changes and year over year.

We have also activated our Business Continuity and Crisis Response team to help cultivate the safety of our employees in conflict zones across the world, particularly in Ukraine. This team began its work in December of 2021 and was fully prepared to offer employees support in an effort to promote safetytarget for themselves and their families. These efforts include financial and relocation assistance, alternative working arrangements, information sharing from our intelligence partners (such as near real time border crossing wait times and procedures), and direct access to the Business Continuity and Crisis Response team to ensure employees’ needs are met to the best of our ability. We continue to provide this support to ensure our employees have the highest level of care that we can provide as an organization.

Diversity, Equity, and Inclusion (“DE&I”). We strive to lead our industry in our DE&I efforts both internally and externally. We believe that addressing complex healthcare challenges requires contributions from diverse viewpoints and an inclusive, equitable space where our employees can achieve their highest potential. We strive to foster a work environment that includes and embraces racial, ethnic, and gender diversity and other individual differences. Our policies prohibit unlawful discrimination based on race, color, creed, gender, religion, marital status, age, national origin or ancestry, genetic information, physical or mental disability, medical condition, sexual orientation, gender expression or identity, or any other characteristic protected by applicable law. The emphasis placed on DE&I by us and by our Board of Directors (“Board”) is demonstrated by the inclusion of DE&I updates and metrics in the materials for each regular meeting of the Compensation and Management Development Committee of the Board. In 2022, we also created an internal Diversity Action Collab, a peer-to-peer knowledge-sharing forum led by the Chief Scientific Officer, and an external DE&I Advisory Council where we provide our customers with actionable insights and top-tier expertise to navigate complex regulatory guidelines and mandates, and achieve corporate, healthcare, and other business initiatives.

As of December 31, 2022, 68% of our total workforce, 66% of our global new hires,Adjusted EPS and 57% of our global management rolestarget for ROIC. The ROIC target was adjusted to remove the impact of acquisitions not anticipated at the Director leveltime goals were set for the period. The combined overall vesting for the 2020 PRSUs was 65% of target. The time-based RSUs granted in January 2022 vest in three approximately equal annual installments commencing on the first anniversary date of the grant, contingent upon continued service. Special one -time “Transformation” grants. These grants of PRSUs and above identify as women. Astime -based RSUs were designed to incentivize successful transformation of the Company’s performance and strengthen retention over the next two fiscal years. The potential number of PRSUs that can vest ranges from zero to 125% of the target number of PRSUs granted. In December 31, 2022, 34%the Compensation Committee approved “Transformation” LTI awards for Ms keefe and Messres. Brooks, Olefson, and Tucat. The awards were delivered in a mix of our U.S. workforce, 38% of our U.S. new hires,PRSUs (50%) and 22% of our U.S. management roles at the Director level and above identified as part of a traditionally underrepresented racial or ethnic group. Our DE&I strategy is managed by our DE&I Council, which oversees and strategically plans for diversity and inclusion within our organization under three pillars of focus: People, Customer, and Community.

18

Table of Contents

Throughout 2022, we grew our existing Employee Resource Group (“ERGs”RSUs (50%) ecosystem across the globe to eight ERGs and one business community: Asian, Black, ConeXion (for our LatinX community), Developing Professionals (for both early and progressing talent), LGBTQIA+, Persons with Disabilities, Women, Veterans, and RISE (Realizing Inclusivity & Success through Inclusivity) within our commercial business. These ERGs further honor our equitable and inclusive Total Self environment by building, supporting, and creating visibility and engagement opportunities for our internal communities.

We maintain a zero-tolerance policy on discrimination and harassment and have several programs under which employees can report incidents in good faith confidentially or anonymously, and without fear of reprisal.

Recruitment, Retention and Development. The primary ways we recruitPRSUs vest in late 2024 based on the achieved results against two evenly-weighted metrics: Consolidated Revenue and retain employees are by (1) providing compensation and benefits that are competitive in our industry and in local labor markets, (2) designing our leadership and development programs to support our culture and values while preparing our peopleNet New Business Awards for the future,Clinical Solutions segment. The time-based RSUs cliff vest on the second anniversary of the grant, contingent upon continued service. Mr. Meggs also received a “Transformation” time-based RSU grant in December 2022, which will cliff vest on the second anniversary of the grant, contingent upon continued service. Promotion Grants Each of Ms. Keefe, Mr. Brooks, and (3) maintaining an effective service delivery model conduciveMr. Tucat received a grant of RSUs in 2022 in connection with their appointments to work-life balanceChief Executive Officer, Chief Operating Officer, and employee needs.

Our Global Talent Acquisition team leverages numerous resources including industry networks, onlineChief Business Officer, respectively. These grants included time-based RSUs (50% of the total target award value) and social media platforms, university relations,PRSUS (50% of the total target award value) both of which will vest based on the same performance- and industry-focused career eventstime-vesting conditions as applied to source talent for open positions. Candidates are thoroughly screened and evaluated against job-specific skills, experience, and education criteria. We continuously work at improving our candidate experience, which has been recognized seven times with a North American Candidate Experience Award, awardedthe Annual PRSU granted by the Talent Board for excellenceCompany in Talent Acquisition.2022.

Compensation Governance Highlights

The Committee has instituted several corporate governance features related to executive compensation, which are highlighted below:

In 2021, we introduced our Enabling our Talent Advantage (“ETA”) program that concentrates on increased demand for clinical resources with an ultimate focus on our talent acquisition and retention strategies. In 2022,

What We Do Periodic Risk Assessment-At least annually, the ETA program has resulted in a new agile talent acquisition operating model, identified opportunities for automation that elevate candidate and hiring manager experiences, and developed external talent community strategies that deliver real-time talent pools for critical in-demand skill sets. In addition, the ETA program has improved our internal mobility policy, developing feeder pools for key roles in support of our early talent strategy and developing a line manager curriculum to better and more simply equip managers to support our workforce. As an operational example of the ETA program’s impact, in the first six months of 2022, we successfully recruited, hired, and integrated approximately 500 entry level CRA’s (“CRA I’s”), dramatically expanding our site monitoring capabilities and preparedness.

We offer extensive, award-winning training programs that provide regulatory, business, foreign language, leadership, and management training and other opportunities for professional and personal development. As part of our empowered employee experience, we offer a suite of tools to assist employees to own their careers and aim to reach their highest professional potential. As an organization with services spanning clinical and commercial as well as numerous corporate functions, we encourage and enable internal mobility to support retention.

We regularly evaluateCommittee assesses whether our compensation and benefit programs using external market data and feedback from our Global Talent Acquisition team and have established processesencourage behavior that would create risks reasonably likely to make necessary revisions. Our Total Rewards team introduced a new global salary structure to drive consistent enterprise-wide compensation and job level practices, ensuring our compensation remains competitive in the many countries in which our employees reside.

Listening to our Employees.We are an agile and continuous learning organization, listening to employees at all levels – particularly at key moments that matter – and harvesting actionable insights to shape the employee experience. A key element of our listening strategy includes purposeful pulse surveys designed to check on key audiences at key moments. Overall, our listening includes our employee engagement survey and regular employee lifecycle surveys, including onboarding (following the first week and at 90 days of employment) and exit surveys. Ultimately, we leverage these insights to inform and improve our employee programs and services.

19

Table of Contents

Information about our Directors & Executive Officers

The following information with respect to our Board and executive officers is presented as of February 15, 2023:

Available Information

Our website address is syneoshealth.com. Information on our website is not incorporated by reference herein. Copies of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and our proxy statements for our annual stockholders meetings, and any amendments to those reports, as well as Section 16 reports filed by our insiders, are available free of charge on our website as soon as reasonably practicable after we file the reports with, or furnish the reports to, the Securities and Exchange Commission (the “SEC”).

20

Table of Contents

Item 1A. Risk Factors.

We operate in a rapidly changing environment that involves a number of risks, some of which are beyond our control. In evaluating our company, you should consider carefully the risks and uncertainties described below together with the other information included in this Annual Report on Form 10-K, including our consolidated financial statements and related notes included in Part II, Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K. The occurrence of any of the following risks may materially and adversely affect our business, financial condition, results of operations and future prospects.

Risks Related to Our Business

If we do not generate a sufficient number of new business awards, or if new business awards are delayed, terminated, reduced in scope, or fail to go to contract, our business, financial condition, results of operations, or cash flows may be materially adversely affected.

Our business is dependent on our ability to generate new business awards from new and existing customers and maintain existing customer contracts. Our inability to generate new business awards on a timely basis and subsequently enter into contracts for such awards could have a material adverse effect on our business,Company. The Committee has concluded it does not. Performance-Based Equity Awards -50% of our total target annual LTI awards are performance-based equity awards which are measured over a three-year performance period and cliff vest after the end of the three-year period. Incentive Clawbacks - The Company maintains a clawback program, which allows for recovery of all or a portion of any incentive compensation (both cash incentives and equity incentives) awarded to the NEO related to restatements of our financial condition, resultsstatements or misconduct. Limited Perquisites - The Company provides limited perquisites to NEOS, including executive physicals to our NEOS to ensure executives maintain their health. Provision of operationsAnnual LTI Awards - We annually make awards of long-term incentives that are tied to stock performance. The overlay of these awards helps mitigate the possibility of behaviors that would enhance incentive earnings in one year at the expense of future performance results. Short-Term Incentive Cap-Our incentive plans include a cap on payout opportunities. This mitigates against the possibility of excessively high earnings potential that could motivate inappropriate behavior. Employment Agreements - Our executives have at-will employment and letter agreements. “Double-Trigger” Change-in-Control Acceleration – Employment agreements for our NEOS contain “at-will” employment provisions, and both a change-in-control and a qualifying termination of service are required to accelerate vesting of the NEO's equity grant(s). Stock Ownership Guidelines - We require our NEOS and non - employee directors to achieve and maintain designated stock ownership levels, including 2.5x base salary for our NEOS and 5x base salary for our CEO, which ensure their investment in Syneos Health's long-term success. Annual Say-on-Pay Advisory Vote - The Board previously determined that the Say-on-Pay vote will be held annually until the next stockholder vote on the frequency of the Say-on-Pay vote What We Don't Do No Gross-Ups - We do not provide for tax reimbursement payments or cash flows. For example,gross-ups in the event of any “golden parachute” excise taxes or otherwise. No Above-Market Returns - We do not offer preferential or above- market returns on compensation deferred by our NEOS. No Guaranteed Salary Increases - Employment agreements for our NEOS do not contain any guaranteed contractual salary increases. The Committee determines our CEO's salary increases, if any, and, together with our CEO, any salary increases for our remaining NEOS. No Repricing of Stock Options - The Company's equity plans prohibit repricing of stock options without stockholder approval. No Hedging-Our Insider Trading Compliance Policy prohibits officers, employees and directors from hedging of our stock. No Pledging-Our Insider Trading Compliance Policy prohibits officers, employees and directors from pledging of our stock.

Compensation Decision Roles The Committee develops the compensation program for our NEOs and other executive officers, which includes authorizing all equity-based awards, recommending or reporting its decisions to the Board, and overseeing the administration of the compensation programs for the Company's NEOs. While the Committee has the sole responsibility for developing the program, it solicits advice from the Committee's independent consultant, Exequity LLP (the "Consultant"), which provides market level compensation and practices as further described below. The CEO uses this information in recommending targets, evaluating performance, recommending appropriate salary and incentive awards, and making proposals for changes in our Clinical Solutions segment, weNEOs' compensation packages (other than her own). The CEO also participates in Committee meetings at the request of the Committee to provide background information regarding her recommendations. However, our CEO does not have experienced lower flowa vote on Committee matters. 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 requestscandid views among Committee members and to establish our CEO's compensation. At least annually, the CEO reviews the performance of each NEO and other executives (other than herself) 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 directly from the Board and indirectly from members of our senior management team. The Committee also develops the compensation program for proposals. Innon-employee directors with the SMID market specifically, we have also experienced delaysassistance of the Consultant. A description of the Committee's responsibilities is in award decisions. For larger pharmaceutical companies specifically, we have started experiencing slower pipelines. These headwinds have been causedthe Committee's Charter available under "Investors - Corporate Governance-Governance Documents" on our website at www.syneoshealth.com. Compensation Consultant The Committee's Consultant provides advice and assistance to the Committee in developing the compensation program for our NEOs, as well as for other senior executives. The Consultant was engaged by, reports directly to, and carries out responsibilities as assigned by the current macroeconomic conditionsCommittee. The Consultant provides information regarding market compensation levels and our abilitypractices, 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 win repeat business, among other factors.

There is risk of cancelability in both the clinical and commercial businesses. The time between when a clinical study is awarded and when it goes to contract is typically several months, and prior to a new business award going to contract, our customer can cancel the award without notice. Once an award goes to contract, the majoritycompensation of our customers canCEO. 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 and communicates with the Chair of the Committee 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 contract without causeConsultant 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) other than those provided to the Committee. 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. Peer Group The Committee considers competitive marketplace practices in making its compensation decisions by reviewing our executive compensation program and comparing it to compensation paid to executives in comparable roles at comparably sized peer group companies including companies with whom we compete for talent. We do not target any specific market position in establishing compensation, but generally aim to have a notice periodcompensation program that generally ranges from 30is in line with the market, as determined by the collected market information. We also consider the performance of our Company with respect to 90 days.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. As part of this review, the Consultant and Committee compare criteria including size by revenue, the complexity of our business, customer base, services provided, geographic scope, and market capitalization of several companies in our industry to be potential peer companies. Our contracts have beenpeer group consisted of the following 18 companies at the time the Committee reviewed our executives' compensation for 2022, which was re-confirmed by the Committee in May 2022. JANAUARY MARCH MAY Q2 Q1 Peer Group Companies Agilent Technologies, Inc. AMN Healthcare Services, Inc. Bio-Rad Laboratories, Inc. Catalent, Inc. Cerner Corporation Charles River Laboratories International, Inc. Endo International plc ICON Public Limited Company IQVIA Holdings Inc. Laboratory Corporation of America Holdings Mettler-Toledo International Inc. PerkinElmer, Inc. Perrigo Company plc PPD PRA Health Sciences Quest Diagnostics Incorporated Waters Corporation West Pharmaceuticals Services, Inc.

Target Pay and mayMix of Compensation Elements

We do not employ a purely formulaic approach 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 determines what it believes 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 target compensation mix to equity-based compensation. We provide a portion of our executive compensation in the form of PRSUs that cliff vest after three years and RSUs that vest annually over three years, with 50% of the total target equity award grant being performance-based. 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 illustration provides information regarding fiscal year end 2022 compensation for NEOs, including 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. Compensation reflected in the graph below includes salary, target annual incentive opportunity, and the grant-date fair value of long-term incentives granted during 2022 and excludes the value of other benefits and perquisites, which are minimal. RSUs are included in variable pay below because the value varies with stock performance.

As shown in the chart, a substantial portion of our executives’ total compensation opportunity is variable, 86.6% for Ms. Keefe, our current CEO, and 79.5% for our other NEOs (other than Mr. Macdonald).

CEO 16.1% Annual Incentive Target 51.3% Performance Linked 35.2% Target PRSUs 13.4% Base Salary 86.6% Variable Pay 35.2% Time-based RSUs OTHER NEOS 16.3% Annual Incentive Target 47.9% Performance Linked 31.6% Target PRSUs 79.5% Variable Pay 31.6% Time-based RSUs 20.5% Base Salary

In determining current and future be delayed or terminatedcompensation, the Committee considers the economic value as well as the retention value of prior equity grants received by our customers or reducedNEOs, as well as internal equity, which means we review each NEO’s compensation against 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, annual cash incentives, and long-term incentive compensation, as well as the executive’s severance and change-in-control arrangements.

Compensation Element Details

Total direct compensation (in millions) for each of our NEOs in scope2022 is illustrated in the table below. More information about the design and outcomes for each element is provided in subsequent sections.

BASE SALARY ANNUAL INCENTIVE LONG-TERM INCENTIVE¹ TOTAL DIRECT COMPENSATION Michelle Keefe Jason Meggs Michael Brooks Christian Tucat Jonathan Olefson Alistair Macdonald $0.86 $0.00 $7.58 $8.44 $0.61 $0.00 $2.05 $2.66 $0.69 $0.00 $5.34 $6.03 $0.47 $0.00 $1.99 $2.46 $0.52 $0.00 $2.68 $3.20 $0.57 $0.00 $5.25 $5.82

(1) Excludes additional compensation charges incurred under ASC 718 with respect to the payout of the 2019 PRSUs as described below.

Base Salary

We use base salary to recognize the experience, skills, knowledge, responsibilities, and performance in role of our NEOs. When establishing base salaries for 2022, the Committee considered the compensation of executives in our peer group. In addition, the Committee reviews a variety of reasons, includingother factors, beyond our control, including but not limited to:

Base salary is intended to foregoaid in the attraction and retention of talent in a competitive market and is targeted at the market median, although actual salaries may be higher or terminatelower as a particular trial;

21

Table of Contents

Our commercial services contracts typically have a significantly shorter wind down period than clinical contracts, particularly within our Deployment Solutions offerings. Furthermore, many of our communications services and consulting services projects are tied to a customer’s annual marketing budget or ad hoc service requests, which can lead to seasonal variability in revenue and less predictability in future revenues. In addition, many of our biopharmaceutical Deployment Solutions service contracts provide our customers with the opportunity to internalize the resources provided under the contract and terminate all or a portion of the services we provide under the contract. Our customers may also decide to shift their business to a competitor. Each of these factors results in less visibility to future revenue and may result in high volatility in future revenue.

Contract terminations, delays and modifications are a regular partsupport execution of our business acrossstrategies. 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 corporate financial performance targets, as well as certain measures specific to individual performance.

Individual MIP Targets

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 cash incentive award if the Company achieves the pre-determined goals established by the Committee for the year. Ms. Keefe’s MIP target was increased from 70% to 120% in April 2022 upon her appointment as the Company’s CEO. Mr. Brook’s MIP target was increased from 70% to 100% in April 2022 upon his appointment as the Company’s Chief Operating Officer. Mr. Tucat’s MIP target was increased from 60% to 70% in June 2022 upon his appointment as the Company’s Chief Business Officer. For 2022, the MIP targets for each of our segments. Our full-service offering withinNEOs were as follows (Mr. Macdonald resigned in 2022 and so was ineligible to receive a payout under the MIP):

⁽¹⁾ Target pro-rated for 2022 to reflect partial year in new role.

Potential MIP payouts for 2022 ranged from zero to 200% of each NEO’s MIP target, so that executives could earn above-target payouts if actual performance significantly exceeded predetermined annual goals, could earn below-target payouts, or could earn no payouts if performance was below the minimum thresholds established for the year.

End-of-Year Assessment Process

Following the end of each fiscal year, the Committee, with the assistance of our Clinical Solutions business has been,CEO, for all NEOs other than herself, reviews actual results and may continueperformance against the goals for such fiscal year and determines the amounts, if any, of the annual cash incentives to be negatively impactedpaid to our NEOs under the MIP. The Committee also conducts a similar review, which includes additional assessment by project delays, which impact near termthe Board of Directors, to determine the amount, if any, of the annual cash incentive to be paid to the CEO under the MIP. The Committee reserves the right to reduce MIP payouts for an individual NEO or for the executive team as a whole, based on its judgment of individual or the executive team’s performance.

Financial Performance Metrics

The 2022 MIP performance goals included two financial measures: MIP Revenue, weighted at 66% of total MIP target, and MIP EBITDA, weighted at 34% of total MIP target. Our MIP Revenue is defined as the Company’s revenue disproportionately. In addition, project delays, downsizings and cancellations, particularly within our Deployment Solutions and communications offerings, which are partreduced by the total reimbursable expenses of our Commercial Solutions business, have impactedclients and excludes certain non-recurring financial impacts as determined by the Committee. The 2022 actual MIP Revenue was increased to reflect unfavorable impact from foreign exchange rates and MIP EBITDA was reduced to reflect favorable impact from foreign exchange rates.  

Our MIP EBITDA is defined as the reported Adjusted EBITDA excluding the amount of MIP-related expense recorded during the year and certain non-recurring financial impacts as determined by the Committee. EBITDA represents earnings before interest, taxes, depreciation, and amortization. The Company defines Adjusted EBITDA as EBITDA, further adjusted to exclude expenses and transactions that the Company believes are not representative of its core operations, namely: restructuring and other costs; transaction and integration-related expenses; asset impairment charges; share-based compensation expense; other (income) expense, net; and (gain) loss on extinguishment of debt. For additional information about the MIP, please refer to the “2022 Grants of Plan-Based Awards” table contained in this Amendment, which shows the threshold, target, and maximum incentive amounts payable under the MIP for our resultsfiscal year 2022 performance.

2022 MIP Performance Scale

Performance for both MIP EBITDA and MIP Revenue were below threshold goals, resulting in no NEOs, including the CEO, receiving payment under the 2022 MIP.

Long-Term Incentive Compensation

Our long-term incentive compensation awards are intended to link NEO compensation to stockholder interests and long-term Company performance. Performance-based and time-based grants were made to each of our NEOs in 2022. Our performance-based grants include metrics that align with our long-term strategic plan to drive stockholder value over the longer term and work in tandem with annual cash incentives, which focuses on shorter-term metrics (Revenue and Adjusted EBITDA growth).

Long-Term Incentives Granted in 2022

The Company made long-term incentive grants to NEOs during 2022 comprising annual awards and special one-time grants associated with leadership changes and actions to strengthen retention and incentives as the Company moves forward with its transformation initiatives.  

Annual Grants

In January 2022, the Committee approved long-term incentive awards for the NEOs for the 2022 - 2024 performance period. The composition of these awards was similar to prior awards and consisted of (i) PRSUs and (ii) time-based RSUs. Grants made to Ms. Keefe and Messrs. Meggs, Brooks, Tucat, and Olefson during 2022 are shown in the pasttable below and might impact them inrepresent the future. The loss, reduction in scope or delay of a large project or of multiple projects could have a material adverse effect on our business, results of operations, and financial condition. In addition, we might not realize the full benefits of our backlog if our customers cancel, delay, or reduce their commitments to us.

In the event of termination, our contracts often provide for fees for winding down the project, which include both fees incurred and actual and non-cancellable expenditures and may include a fee to cover a percentage of the remaining professional fees on the project. These fees might not be sufficient for us to maintain our margins, and termination may result in lower resource utilization rates and therefore lower operating margins. In addition, cancellation of a contract or project for the reasons noted above may result in the unwillingness or inability of our customer to satisfy its existing obligations to us such as payments of accounts receivable, which may in turn result in a material impact to our results of operations and cash flow. Historically, cancellations and delays have negatively impacted our operating results, and they might again. In addition, we might not realize the full benefits of our backlog if our customers cancel, delay, or reduce their commitments to us, which may occur if, among other things, a customer decides to shift its business to a competitor or revoke our status as a preferred provider. Thus, the loss or delay of a large business award or the loss or delay of multiple awards could adversely affect our revenues and profitability. Additionally, a change in the timing of a new business award could affect the period over which we recognize revenue and reduce our revenue in any one quarter.

22

Table of Contents

Our backlog might not be indicative of our future revenues, and we might not realize all of the anticipated future revenue reflected in our backlog.

Our backlog consists of anticipated revenue awarded from contract and pre-contract commitments that are supported by written communications. Once work begins on a project, revenue is recognized over the duration of the project, provided the award has gone to contract. Projects may be canceled or delayed by the customer or delayed by regulatory authorities. To the extent projects are delayed, the timing of our revenue could be adversely affected. In addition, if a customer terminates a contract, we typically would be entitled to receive payment for all services performed up to the terminationgrant date and subsequent customer-authorized services related to terminating the canceled project. Typically, however, we have no contractual right to the full amount of the future revenue reflected in our backlog in the event of a contract termination or subsequent changes in scope that reduce thefair value of the contract. awards.

(1) In connection with Mr. Macdonald’s resignation, Mr. Macdonald forfeited all PRSUs received for the 2022 grant.

The durationtime-based RSUs granted in January 2022 vest in three approximately equal annual installments beginning on the first anniversary of the projects included in our backlog,date of grant, subject to the NEO’s continued employment with the Company.

The January 2022 PRSUs are scheduled to cliff vest approximately three years from the grant date with 50% of the target award amount allocated to achievement of three-year ROIC and 50% of the related revenue recognition, typically range from a few monthstarget award amount allocated to several years. Our backlog might not be indicativeachievement of our future revenues, and we might not realize allthree annual Adjusted EPS performance targets for each year of the anticipated future revenue reflected in that backlog. A number of factors may affect backlog, including:

The ratethree-year performance period at which our backlog converts to revenue may vary over time. The revenue recognition on larger, more global projects could be slower than on smaller, more regional projects for a variety of reasons, including, but not limited to, an extended period of negotiation between the time the projectPRSUs were issued. For example, 2022 PRSUs include Adjusted EPS performance goals for 2022, 2023, and 2024 and one ROIC goal measured at the end of 2024. Threshold performance results in 50% vesting; target performance results in 100% vesting; and maximum performance results in 150% vesting.  

ROIC is awardeddetermined by dividing Adjusted EBITDA, affected by the cash tax rate, by the end-of-period Invested capital, which is defined as the sum of total debt and total shareholders’ equity.  The ROIC may be adjusted to usaccount for the impact of all (i) mergers, divestitures, and/or acquisitions completed during the ROIC performance period, and (ii) changes in tax policy and/or legislation that occur during the ROIC performance period.

Adjusted EPS for a given performance period is adjusted diluted earnings per share (defined as diluted earnings per share excluding acquisition-related deferred revenue adjustments; acquisition-related amortization; restructuring and other costs; transaction and integration-related expenses; share-based compensation expense; gain or loss on extinguishment of debt; other income (expense), net; and the actual executionincome tax effect of the contract,above adjustments).

Promotion Grants

Ms. Keefe received a one-time equity grant of 53,154 RSUs (with a grant date fair value of $3,718,653) in May 2022 in connection with her appointment as wellthe Company’s CEO. Fifty percent (50%) of this award is time-based RSUs that will vest in three approximately equal installments on each of (i) the first anniversary of the grant date, (ii) January 18, 2024, and (iii) January 18, 2025, subject to her continued employment with the Company. The remaining fifty percent (50%) is PRSUs that will vest based on the same performance and time-vesting conditions as an increased time frameapplied to the PRSU awards granted by the Company in January 2022.

Mr. Brooks received a one-time equity grant of 27,562 RSUs (with a grant date fair value of $1,928,237) in May 2022 in connection with his appointment as the Company’s Chief Operating Officer. Fifty percent (50%) of this award is time-based RSUs that will vest in three approximately equal installments on each of (i) the first anniversary of the grant date, (ii) January 18, 2024, and (iii) January 18, 2025, subject to his continued employment with the Company. The remaining fifty percent (50%) of is PRSUs that will vest based on the same performance and time-vesting conditions applied to the PRSU awards granted by the Company in January 2022.

Mr. Tucat received a one-time equity grant of 2,808 RSUs (with a grant date fair value of $182,660) in June 2022 in connection with his appointment as the Company’s Chief Business Officer. Fifty percent (50%) of this award is time-based RSUs that will vest in three approximately equal installments on each anniversary of the grant date in 2023, 2024, and 2025, subject to his continued employment with the Company. The remaining fifty percent (50%) is PRSUs that will vest based on the same performance and time-vesting conditions applied to the PRSU awards granted by the Company in January 2022.

Transformation Grants

Our NEOs also received long-term equity grants in December 2022 to strengthen retention and provide additional incentives for obtainingsuccessful transformation of Company performance (“Transformation” awards). The composition of these awards consisted of (i) PRSUs and (ii) time-based RSUs. The table below represents the necessary regulatory approvals. In addition, we provide certain servicesgrant date fair value of the awards.

The time-based “Transformation” RSUs granted in December 2022 cliff vest on the second anniversary of the date of grant, subject to our customers before they pay us. There is a risk that we may initiate a clinical trial or commercial offeringthe NEO’s continued employment with the Company.

The “Transformation” PRSUs are scheduled to cliff vest two years from the grant date with 50% of the target award amount allocated to achievement of the Consolidated Revenue target established for a customer,2023, and 50% of the target award amount allocated to achievement of the Clinical Solutions Segment Net New Business Award target established for 2023. Performance for these measures will be determined based on the 2023 results and the customer subsequently becomes unwilling or unable to fundawards will vest on the completionsecond anniversary of the services. In such a situation,we may have a risk of non-payment or non-collectiongrant in December 2024 based on invoicing. Additionally, notwithstanding the customer’s ability or willingness to payperformance measured for or otherwise facilitate2023. Threshold performance results in 50% being earned; target performance results in 100% being earned; and maximum performance results in 125% being earned. Consolidated Revenue means the completion of the services, we may be legally or ethically bound to complete or wind down the services at our own expense.

Our backlogCompany’s consolidated revenue as of December 31, 2022 was $10.13 billion, a decrease from $11.43 billion as of December 31, 2021. A decrease in backlog may lead to lower revenue. Although an increase in backlog will generally result in an increase in revenues over time, an increase in backlog at a particular point in time does not necessarily correspond directly to an increase in revenues during any particular period, or at all. The extent to which contracts in backlog will result in revenue depends on many factors, including, but not limited to, delivery against project schedules, scope changes, customer engagement and satisfaction, contract terminations, and the nature, duration, and complexity of the contracts, and can vary significantly over time.

Our operating results have historically fluctuated between fiscal quarters and may continue to fluctuatereported in the future, which may adversely affectCompany’s Annual Report on Form 10-K. Clinical Solutions Segment Net New Business means the market price of our stock.

Our operating results have fluctuated in previous quarters and years and may continue to vary significantly from quarter to quarter and are influenced by a variety of factors, such as:

23

Table of Contents