Fortrea Holdings updates incentive plan and board members

Published 12/06/2025, 14:26
Fortrea Holdings updates incentive plan and board members

Fortrea Holdings Inc. (NASDAQ:FTRE), a medical laboratory services provider with annual revenue of $2.69 billion, announced on Monday, June 10, 2025, the approval of significant changes to its executive compensation framework and the election of board directors during its Annual Meeting of Stockholders. According to InvestingPro data, the company’s stock has faced significant headwinds, declining 78% over the past year, though management has shown confidence through aggressive share buybacks. The updates include an amendment and restatement of the company’s 2023 Omnibus Incentive Plan, which now features an increased share count by 6.5 million shares, sets minimum vesting periods, and restricts the payment of dividends until awards vest.

The ratified amendment also eliminates the previous practice of liberal share recycling for full-value awards and introduces other administrative adjustments. This move is aimed at aligning the interests of executives with those of shareholders and ensuring the retention and motivation of key personnel. While the company isn’t currently profitable, InvestingPro analysis shows that eight analysts have revised their earnings estimates upward, with expectations of profitability in 2025.

Additionally, at the Annual Meeting, shareholders elected Dr. Amrit Ray, Erin L. Russell, and Machelle Sanders as Class II Directors to serve until the 2028 Annual Meeting. The election results showed strong support for the nominees, with Dr. Amrit Ray receiving 63,349,166 votes for, Erin L. Russell 68,271,971 votes for, and Machelle Sanders 62,641,894 votes for.

Furthermore, stockholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025. An advisory vote on the compensation of the company’s Named Executive Officers also passed, indicating shareholder satisfaction with the company’s executive compensation policies.

The announcement of these developments comes from a recent SEC filing, which provides a detailed account of the company’s governance and compensation strategies. The filing is expected to be included in the company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2025.

This news reflects Fortrea Holdings’ commitment to corporate governance and its efforts to maintain transparent and effective management practices. The company’s focus on aligning executive incentives with shareholder interests is a significant step in strengthening its corporate governance framework. With a strong free cash flow yield of 30% and current market capitalization of $492 million, InvestingPro analysis suggests the stock is currently undervalued. Discover more insights about Fortrea’s financial health and growth potential in the comprehensive Pro Research Report, available along with 10+ additional ProTips on the InvestingPro platform.

In other recent news, Fortrea Holdings has implemented a limited-duration stockholder rights plan, effective immediately, to address significant dislocation in its stock price and recent interest from third parties. This plan, which will expire on June 10, 2026, allows shareholders to acquire additional shares at a discount if any party acquires 10% or more of the company’s stock. Meanwhile, Fortrea has appointed Anshul Thakral as its new CEO, effective August 4, succeeding interim CEO Peter M. Neupert, who will continue as chairman of the board. This leadership change comes as the company focuses on executing its transformation plan and driving profitable growth.

In another development, S&P Global Ratings downgraded Fortrea Holdings to ’B-’ from ’B+’, citing persistently high leverage and negative cash flow, although the outlook remains stable. Despite expectations for improved EBITDA and cash flow, credit metrics are projected to remain weak. Additionally, Mizuho (NYSE:MFG) has lowered Fortrea’s stock price target from $10.00 to $8.00, maintaining a Neutral rating. This adjustment followed Fortrea’s first-quarter earnings report, which exceeded expectations but revealed weaker-than-anticipated booking trends due to delays in securing awards from biotech clients. These recent developments highlight Fortrea’s ongoing challenges and strategic efforts to navigate a volatile market environment.

This article was generated with the support of AI and reviewed by an editor. For more information see our T&C.

Latest comments

Risk Disclosure: Trading in financial instruments and/or cryptocurrencies involves high risks including the risk of losing some, or all, of your investment amount, and may not be suitable for all investors. Prices of cryptocurrencies are extremely volatile and may be affected by external factors such as financial, regulatory or political events. Trading on margin increases the financial risks.
Before deciding to trade in financial instrument or cryptocurrencies you should be fully informed of the risks and costs associated with trading the financial markets, carefully consider your investment objectives, level of experience, and risk appetite, and seek professional advice where needed.
Fusion Media would like to remind you that the data contained in this website is not necessarily real-time nor accurate. The data and prices on the website are not necessarily provided by any market or exchange, but may be provided by market makers, and so prices may not be accurate and may differ from the actual price at any given market, meaning prices are indicative and not appropriate for trading purposes. Fusion Media and any provider of the data contained in this website will not accept liability for any loss or damage as a result of your trading, or your reliance on the information contained within this website.
It is prohibited to use, store, reproduce, display, modify, transmit or distribute the data contained in this website without the explicit prior written permission of Fusion Media and/or the data provider. All intellectual property rights are reserved by the providers and/or the exchange providing the data contained in this website.
Fusion Media may be compensated by the advertisers that appear on the website, based on your interaction with the advertisements or advertisers
© 2007-2025 - Fusion Media Limited. All Rights Reserved.