Not independent
Tenure on this board
1.4 yrs
3 nominees · 3 ballot items.
Elect three Class III directors (Anshul Thakral, Peter M. Neupert, William J. Sharbaugh); ratify Deloitte & Touche LLP as independent auditor for 2026; and conduct an advisory (non-binding) Say-on-Pay vote to approve compensation of the named executive officers.
To elect Anshul Thakral, Peter M. Neupert, and William J. Sharbaugh as Class III Directors to serve until the 2028 Annual Meeting of Stockholders.
To ratify the appointment of Deloitte & Touche LLP as Fortrea’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
An advisory, non-binding vote to approve the compensation of Fortrea’s named executive officers as disclosed in this proxy statement (Say-on-Pay).
This proposal asks stockholders to cast an advisory (non-binding) vote approving the compensation paid to Fortrea’s named executive officers as disclosed in the proxy materials. Management seeks this advisory vote to confirm stockholder support for its pay-for-performance compensation framework, which emphasizes a mix of base salary, annual incentive cash bonuses tied to Adjusted EBITDA and net new business, and long-term incentive awards consisting of PSUs and RSUs tied to revenue, adjusted EBITDA margin, and relative TSR. The company frames the program as designed to align executives’ interests with stockholders, promote retention (including inducement awards for the new CEO), and reward achievement of both short- and long-term financial goals. Contextually, Fortrea is an independent company after the 2023 Spin, experienced a CEO transition in 2025, and used inducement and PSU structures to onboard and incentivize leadership while maintaining alignment with peers. The MDCC notes that the 2025 payouts reflected partial achievement (e.g., bonuses paid at ~68.5% of target) and that prior say-on-pay support was strong (over 94% approval in 2025), which management cites as evidence of alignment. The Board’s recommendation to vote FOR centers on the design features—performance metrics, clawback policy, stock ownership guidelines, and double-trigger change-in-control protections—that it says mitigate risk and align pay with longer-term stockholder value. Although advisory and non-binding, management will review the vote outcome and consider stockholder feedback when setting future compensation. The proposal therefore functions as both a governance checkpoint and a signal to leadership about stockholder views on pay practices.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 11.3% | 10,673,451 | $101M |
| 2 | GOLDMAN SACHS GROUP INC | 8.5% | 7,997,021 | $75M |
| 3 | Corvex Management LPActivist | 4.9% | 4,644,193 | $44M |
| 4 | Sessa Capital IM, L.P. | 4.9% | 4,593,550 | $43M |
| 5 | STATE STREET CORP | 4.3% | 4,109,400 | $39M |
| 6 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 4,038,562 | $38M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.9% | 3,696,749 | $35M |
| 8 | CHARLES SCHWAB INVESTMENT MANAGEMENT INC | 3.4% | 3,207,673 | $30M |
| 9 | AQR CAPITAL MANAGEMENT LLC | 3.4% | 3,179,937 | $29M |
| 10 | BlackRock, Inc. | 3.1% | 2,911,426 | $27M |
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