Fortrea (FTRE) DEF 14ADefinitive proxy

Delivering solutions that bring life-changing treatments to patients faster and create lasting value for all our stakeholders

To Our Stockholders:

March 28, 2024

Table of Contents

Notice of Annual Meeting of Stockholders

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the enclosed materials. If you received a copy of the proxy card by mail, you may sign, date and mail the proxy card in the enclosed postage-paid return envelope. Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

FORTREA • 2024 Proxy Statement 1

Proxy Statement

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Fortrea Holdings Inc. of proxies to be voted at our Annual Meeting of Stockholders to be held on Tuesday, May 14, 2024 (the “Annual Meeting”). Holders of record of shares of our Common Stock, $0.01 par value (“Common Stock”), as of the close of business on March 20, 2024 (the “Record Date”), will be entitled to notice of and to vote at the Annual Meeting and any continuation, postponement, or adjournment of the Annual Meeting. As of the Record Date, there were 89,374,032 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. Each share of Common Stock is entitled to one vote on any matter presented to stockholders at the Annual Meeting.

In this proxy statement, “Fortrea,” “Company,” “we,” “us,” and “our” refer to Fortrea Holdings Inc. and where applicable, our subsidiaries and predecessor entities.

This proxy statement contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are based on current expectations, forecasts, assumptions and other information available to Fortrea as of the date hereof. Forward-looking statements involve inherent risks and uncertainties, include statements regarding Fortrea’s expectations, beliefs, intentions, or strategies regarding the future, including with respect to business, financial, operational, compensation, and environmental, social and governance matters, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “should,” “seeks,” “approximately,” “estimate,” “goal,” “intend,” “may,” “plan,” “should,” “will,” and “would” or similar words. Fortrea’s actual results, performance or events may differ materially from these forward-looking statements made or implied due to a number of risks and uncertainties relating to Fortrea’s business, including if we do not generate a large number of net new business awards, or if net new business awards are delayed, terminated, reduced in scope, or fail to go to contract, if we are unable to contract with suitable investigators and recruit and enroll patients for clinical trials, our international operations could subject us to additional risks and expenses that could adversely impact our business or results of operations, and the risks and uncertainties discussed in Fortrea’s Annual Report on Form 10-K for fiscal year ended December 31, 2023 filed with the Securities and Exchange Commission (the “SEC”) on March 13, 2024 (“Annual Report on Form 10-K”) as well as Fortrea’s other filings with the SEC. Fortrea undertakes no obligation to revise or update any forward-looking statements made in this proxy statement, whether as a result of new information, future events or circumstances, or otherwise, except as required by law.

This proxy statement and the Company’s Annual Report to Stockholders for the year ended December 31, 2023 (the “2023 Annual Report”) will be released on or about March 28, 2024 to our stockholders on the Record Date.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON TUESDAY, MAY 14, 2024

This Proxy Statement and our 2023 Annual Report are available at www.proxyvote.com

Where Can You Find More Information?

See “Questions and Answers about the 2024 Annual Meeting of Stockholders” on page 5.

References to our website in this proxy statement, the 2023 Annual Report or the Annual Report on Form 10-K are for the convenience of readers, and information available at or through our website is not a part of, nor is it incorporated by reference in, these documents.

Stockholders may obtain directions for accessing the meeting by visiting our website at www.fortrea.com.

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Proxy Statement

Proposals

At the Annual Meeting, our stockholders will be asked:

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in their discretion.

Separation and Company Overview

On June 29, 2023, Fortrea and Laboratory Corporation of America Holdings (“Labcorp”) entered into a Separation and Distribution Agreement pursuant to which Labcorp agreed to spin-off its contract research organization business into Fortrea, a new, publicly traded company (the “Spin” or “Separation”). The Spin was effected through a pro-rata distribution of one share of Fortrea’s common stock for every share of Labcorp common stock held at the close of business on the record date of June 20, 2023. As a result, Fortrea became a standalone publicly traded company and its common stock is listed under the symbol “FTRE” on the Nasdaq Stock Market LLC (“Nasdaq”).

We are a leading global provider of clinical development and patient access solutions to the life sciences industry. We provide phase I-IV clinical trial management, clinical pharmacology, consulting services, differentiated technology enabled trial solutions and post-approval services. Our talented and diverse team of approximately 18,000 people working in more than 90 countries is scaled to deliver focused and agile solutions to customers globally.

Recommendations of the Board

The Board of Directors (the “Board”) recommends that you vote your shares as indicated below. If you return a properly completed proxy card, or vote your shares by telephone or Internet, your shares of Common Stock will be voted on your behalf as you direct. If not otherwise specified, the shares of Common Stock represented by the proxies will be voted in accordance with the Board’s recommendations which are as follows:

Proposals		Board Recommendation
1.  To elect Edward Pesicka and David Smith as Class I Directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors shall have been duly elected and qualified				FOR
2.  To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024				FOR
3.  To conduct an advisory vote to approve compensation for our named executive officers (“Say-on-Pay Vote”)				FOR
4.  To hold an advisory vote on the frequency of future advisory votes on executive compensation (“Say-on-Frequency Vote”)				ONE YEAR

If any other matter properly comes before the stockholders for a vote at the Annual Meeting, the proxy holders named on the Company’s proxy card will vote your shares in their discretion.

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Proxy Statement

Information About This Proxy Statement

Why you received this proxy statement. You are viewing or have received these proxy materials because the Board is soliciting your proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under the rules of SEC and that is designed to assist you in voting your shares.

Notice of Internet Availability of Proxy Materials. As permitted by SEC rules, Fortrea is making this proxy statement and its 2023 Annual Report available to its stockholders electronically via the Internet. On or about March 28, 2024, we mailed to our stockholders a Notice of Internet Availability of Proxy Materials (the “Internet Notice”) containing instructions on how to access this proxy statement and our 2023 Annual Report and vote online. If you received an Internet Notice by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. Instead, the Internet Notice instructs you on how to access and review all of the important information contained in the proxy statement and 2023 Annual Report. The Internet Notice also instructs you on how you may submit your proxy over the Internet. If you received an Internet Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Internet Notice.

Printed Copies of Our Proxy Materials. If you received printed copies of our proxy materials, then instructions regarding how you can vote are contained on the proxy card included in the materials.

Householding. The SEC’s rules permit us to deliver a single Internet Notice or set of proxy materials to one address shared by two or more of our stockholders. This delivery method is referred to as “householding” and can result in significant cost savings. To take advantage of this opportunity, we have delivered only one Internet Notice or one set of proxy materials to multiple stockholders who share an address, unless we received contrary instructions from the impacted stockholders prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the Internet Notice or proxy materials, as requested, to any stockholder at the shared address to which a single copy of those documents was delivered. If you prefer to receive separate copies of the Internet Notice or proxy materials, contact Broadridge Financial Solutions, Inc. at (866) 540-7095 or in writing at Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

If you are currently a stockholder sharing an address with another stockholder and wish to receive only one copy of future Internet Notices or proxy materials for your household, please contact Broadridge at the above phone number or address.

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Questions and Answers about the 2024 Annual Meeting of Stockholders

Who is entitled to vote at the Annual Meeting?

The Record Date for the Annual Meeting is March 20, 2024. You are entitled to vote at the Annual Meeting only if you were a stockholder of record at the close of business on that date or if you hold a valid proxy for the Annual Meeting. Each outstanding share of Common Stock is entitled to one vote for all matters before the Annual Meeting. At the close of business on the Record Date, there were 89,374,032 shares of Common Stock outstanding and entitled to vote at the Annual Meeting.

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder holds shares in his or her name. That is, shares are registered in your name with our transfer agent. Shares held in “street name” means shares that are held in the name of a bank or broker on a person’s behalf.

Am I entitled to vote if my shares are held in “street name”?

Yes. If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of those shares held in “street name.” If your shares are held in street name, these proxy materials are being provided to you by your bank or brokerage firm, along with a voting instruction card if you received printed copies of our proxy materials. As the beneficial owner, you have the right to direct your bank or brokerage firm how to vote your shares, and the bank or brokerage firm is required to vote your shares in accordance with your instructions. If your shares are held in street name, you may not vote your shares at the Annual Meeting, unless you obtain a legal proxy from your bank or brokerage firm, signed on behalf of the broker or nominee, granting you authority to vote the shares.

How many shares must be present to hold the Annual Meeting?

A quorum must be present at the Annual Meeting for any business to be conducted. The presence at the Annual Meeting, in person or by proxy, of the holders of a majority in voting power of the Common Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum.

Who can attend the Annual Meeting?

We will be hosting the Annual Meeting in person. The meeting will start at 7:30 a.m. Eastern Time on May 14, 2024. You may attend the Annual Meeting only if you are a Fortrea stockholder who is entitled to vote at the Annual Meeting or if you hold a valid proxy for the Annual Meeting.

What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the scheduled time of the Annual Meeting, the presiding officer of the Annual Meeting may postpone or adjourn the Annual Meeting until a quorum is present or represented.

What does it mean if I receive more than one Internet Notice or more than one set of proxy materials?

It means that your shares are held in more than one account at the transfer agent and/or with banks or brokers. Please vote all of your shares. To ensure that all of your shares are voted, for each Internet Notice or set of proxy materials, please submit your proxy by phone, via the Internet, or, if you received printed copies of the proxy materials, by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope.

How do I vote?

Whether you plan to attend the annual meeting or not, we recommend that stockholders vote by proxy. If you are a stockholder of record, there are three ways to vote by proxy:

FORTREA • 2024 Proxy Statement 5

QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING OF STOCKHOLDERS

Telephone and Internet voting facilities for stockholders of record will be available 24 hours a day and will close at 11:59 p.m., Eastern Time, on May 13, 2024. If your shares are held in street name through a bank or broker, you will receive instructions on how to vote from the bank or broker. You must follow their instructions in order for your shares to be voted. Telephone and Internet voting also may be offered to stockholders owning shares through certain banks and brokers. If your shares are not registered in your own name and you would like to vote your shares at the Annual Meeting, you should contact your bank or broker to obtain a legal proxy.

Can I change my vote after I submit my proxy?

Yes.

If you are a record stockholder (i.e., your shares are registered in your name with our transfer agent), you may revoke your proxy and change your vote:

Your most recent proxy card or telephone or Internet proxy is the one that is counted. Your attendance at the Annual Meeting by itself will not revoke your proxy unless you give written notice of revocation to the Corporate Secretary before your proxy is voted or you vote at the Annual Meeting.

If your shares are held in street name (i.e., through a broker or bank), you may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker, or you may vote in person at the Annual Meeting by obtaining a legal proxy from your bank or broker and submitting the legal proxy along with your ballot.

Who will count the votes?

Broadridge Financial Solutions, our independent proxy tabulator, will count the votes. Stillman Hanson, our General Counsel and Corporate Secretary, or his designee, will act as inspector of elections for the Annual Meeting.

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board. The Board’s recommendations are indicated on page 3 of this proxy statement, along with the description of each proposal in this proxy statement.

Will any other business be conducted at the Annual Meeting?

We know of no other business that will be presented at the Annual Meeting. If any other matter properly comes before the stockholders for a vote at the Annual Meeting, however, the proxy holders named on the Company’s proxy card will vote your shares in their discretion.

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QUESTIONS AND ANSWERS ABOUT THE 2024 ANNUAL MEETING

How many votes are required for the approval of the proposals to be voted upon and how will abstentions and broker non-votes be treated?

What is an abstention and how will abstentions be treated?

An “abstention,” in the case of the proposals regarding the election of a director, the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, the advisory vote on the compensation of our named executive officers (“Say-on-Pay Vote”), and the advisory vote on the frequency of future advisory votes on named executive officer compensation (“Say-on-Frequency Vote”) represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstentions are counted as present and entitled to vote for purposes of determining a quorum. Abstentions are not counted as votes cast and therefore will have no effect on determining whether the required majority vote has been attained on the election of a director. Abstentions have the same effect as votes against the ratification of the appointment of Deloitte & Touche LLP and the Say-on-Pay Vote or Say-on-Frequency Vote.

What are broker non-votes and do they count for determining a quorum?

Generally, broker non-votes occur when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a particular proposal because the broker (1) has not received voting instructions from the beneficial owner and (2) lacks discretionary voting power to vote those shares. A broker is entitled to vote shares held for a beneficial owner on routine matters, such as the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on non-routine matters, such as the election of a director or the Say-on-Pay Vote or the Say-on-Frequency Vote. Broker non-votes count for purposes of determining whether a quorum is present.

Where can I find the voting results of the Annual Meeting?

We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC after the Annual Meeting.

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Proposal 1: Election of Directors

At the Annual Meeting, two (2) Class I Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2027 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal.

We currently have seven (7) directors on our Board, including two (2) Class I Directors. Our current Class I Directors are Edward Pesicka, who has served on our Board since June 29, 2023, and David Smith, who has served on our Board since June 15, 2023. The Board has nominated Edward Pesicka and David Smith for election as Class I Directors at the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.

Each share of Common Stock is entitled to one vote on each of the director nominees and one vote on each other matter that is properly presented at the 2024 Annual Meeting. In accordance with Fortrea’s Amended and Restated Bylaws (the “Bylaws”), director nominees in an uncontested election must receive a majority of the votes cast to be elected, which under the Bylaws means that the number of shares voted “FOR” a director must exceed 50% of the votes cast with respect to that director. The Board has adopted a policy under which an incumbent director who does not receive the required vote for election as provided in the Bylaws will submit their resignation for consideration by the Board. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal.

As set forth in our Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following election, except as described below. The current class structure is as follows: Class I, whose current term expires at the Annual Meeting and whose new term will expire at the 2027 Annual Meeting; Class II, whose current term expires at the 2025 Annual Meeting and whose subsequent term will expire at the 2028 Annual Meeting; and Class III, whose current term expires at the 2026 Annual Meeting and whose subsequent term will expire at the 2028 Annual Meeting. Commencing at the 2028 Annual Meeting and at all subsequent Annual Meetings, the Board will no longer be classified, and all directors will be elected for a term of office to expire at the next succeeding Annual Meetings. The current Class II Directors are Betty Larson and Dr. Amrit Ray and the current Class III Directors are Thomas Pike, R. Andrew Eckert, and Peter M. Neupert.

There are no family relationships among any of our executive officers or directors. For information regarding each of their compensation arrangements, see “Director Compensation” and “Executive Compensation.”

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented thereby for the election as Class I Directors of the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve, or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

Vote Required

Directors are elected by a majority of the votes cast at the meeting. If a quorum is present, a director nominee will be elected if the number of shares voted “for” a director nominee’s election exceeds 50% of the number of votes cast with respect to that director nominee’s election. As discussed above, if your broker holds shares in your name and delivers this proxy statement to you, the broker is not entitled to vote your shares on this proposal without your instructions. Abstentions and broker non-votes are not counted as votes cast and therefore will have no effect on determining whether the required majority vote has been attained.

If an incumbent director does not receive “For” votes that constitute a majority of the votes cast, the director must offer to submit his or her resignation and the Board will decide whether to accept the offer to resign.

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PROPOSAL 1: ELECTION OF DIRECTORS

Director Candidate Qualifications

When evaluating prospective candidates for director, the Nominating, Corporate Governance and Compliance Committee establishes and recommends to the Board the appropriate skills and characteristics required of Board members for the selection of new directors, and evaluates the qualifications of potential candidates for director, including any nominees submitted by stockholders. The Nominating, Corporate Governance and Compliance Committee also evaluates director independence and diversity. Our current directors’ primary skills and experiences are highlighted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list of each director’s skills or contributions to our Board.

NOMINEES FOR CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING)

The current members of the Board who are also nominees for election to the Board as Class I Directors are as follows:

The principal occupations and business experience, for at least the past five years, of each Class I Director Nominee for election at the 2024 Annual Meeting are as follows:

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PROPOSAL 1: ELECTION OF DIRECTORS

CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2025 ANNUAL MEETING)

The current members of the Board who are Class II Directors are as follows:

The principal occupations and business experience, for at least the past five years, of each Class II Director are as follows:

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PROPOSAL 1: ELECTION OF DIRECTORS

CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2026 ANNUAL MEETING)

The current members of the Board who are Class III Directors are as follows:

The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:

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PROPOSAL 1: ELECTION OF DIRECTORS

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Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

Our Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The Labcorp Audit Committee engaged Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal years ending December 31, 2022, and December 31, 2023 and the Fortrea Audit Committee ratified the engagement for fiscal year 2023 after the Spin. Our Board has directed that the appointment for the fiscal year ending December 31, 2024 be submitted to our stockholders for ratification. Although ratification of our appointment of Deloitte & Touche LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice.

Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services. A representative of Deloitte & Touche LLP is expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders.

In the event that the appointment of Deloitte & Touche LLP is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent registered public accounting firm for the fiscal year ending December 31, 2025. Even if the appointment of Deloitte & Touche LLP is ratified, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change is in the interests of the Company.

Vote Required

This proposal requires the affirmative vote of the holders of a majority in voting power of the shares present and entitled to vote on the matter. Abstentions have the same effect as votes against the proposal. Because brokers have discretionary authority to vote on the ratification of the appointment of Deloitte & Touche LLP, we do not expect any broker non-votes in connection with this proposal.

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Report of the Audit Committee of the Board of Directors

The Audit Committee has reviewed the Company’s audited financial statements for the fiscal year ended December 31, 2023 and has discussed these financial statements with management and the Company’s independent registered public accounting firm. The Audit Committee has also received from, and discussed with, the Company’s independent registered public accounting firm various communications that such independent registered public accounting firm is required to provide to the Audit Committee, including the matters required to be discussed under applicable Public Company Accounting Oversight Board (“PCAOB”) standards.

The Company’s independent registered public accounting firm also provided the Audit Committee with a formal written statement required by applicable requirements of the PCAOB describing all relationships between the independent registered public accounting firm and the Company, including the disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence. In addition, the Audit Committee discussed with the independent registered public accounting firm its independence from Fortrea Holdings Inc.

Based on its discussions with management and the independent registered public accounting firm, and its review of the representations and information provided by management and the independent registered public accounting firm, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. This report is provided by the following independent directors, who comprise the committee:

The Audit Committee

David Smith (Chair)

Peter M. Neupert

Edward Pesicka

Dr. Amrit Ray

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Independent Registered Public Accounting Firm Fees and Other Matters

Deloitte & Touche LLP (“Deloitte”) began serving as our independent registered public accounting firm in fiscal year 2023. The following table summarizes the fees of Deloitte and its subsidiaries and affiliates billed to us for services rendered during 2023. Prior to the Spin, Labcorp paid any audit or tax fees related to Fortrea’s business. As a result, the amounts reported below are not necessarily representative of the fees we expect to pay Deloitte in future years. All Deloitte services for 2023 were approved in advance by our Audit Committee, or prior to the Spin by Labcorp’s Audit Committee and ratified by Fortrea’s Audit Committee.

All audit and non-audit services to be performed by our independent registered public accounting firm must be approved in advance by the Audit Committee. As permitted by SEC rules, the Audit Committee also has delegated to each of its members, acting singly, the authority to pre-approve any audit or non-audit services if the need for pre-approval arises between regularly scheduled meetings. Such interim approvals, together with full documentation, are presented to the Audit Committee at its next scheduled meeting.

As early as practicable in each fiscal year, the independent registered public accounting firm provides to the Audit Committee a schedule of the audit and other services that the independent registered public accounting firm expects to provide or may provide during the year. The schedule must be specific as to the nature of the proposed services, the proposed fees and other details that the Audit Committee may request. The Audit Committee will by resolution authorize or decline the proposed services. Upon approval, this schedule will serve as the budget for fees by specific activity or service for the year. A schedule of additional services proposed to be provided by the independent registered public accounting firm, or proposed revisions to services already approved, along with associated proposed fees, may be presented to the Audit Committee for their consideration and approval at any time. The schedule must be specific as to the nature of the proposed service, the proposed fee, and other details that the Audit Committee may request. The Audit Committee will by resolution authorize or decline authorization for each proposed new service.

Applicable SEC rules and regulations permit waiver of the pre-approval requirements for services other than audit, review or attest services if certain conditions are met. The Audit Committee has considered the compatibility of non-audit services performed by Deloitte with its independence and has concluded that the provision of non-audit services by Deloitte is compatible with that firm maintaining its independence from us and our management.

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Named Executive Officers

The following table identifies our current named executive officers, who are all of our executive officers:

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Corporate Governance

General

Our Board has adopted Corporate Governance Guidelines, a Code of Conduct and Ethics, a Supplier Code of Conduct, and charters for our Audit Committee, Management Development and Compensation Committee, and Nominating, Corporate Governance and Compliance 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, our Corporate Governance Guidelines, our Code of Conduct and Ethics, and our Supplier Code of Conduct in the “Governance” section of the “Investors” page of our website located at www.fortrea.com, or by writing to our Corporate Secretary at our offices at 8 Moore Drive, Durham, North Carolina 27709.

Board Composition

Our Board currently consists of seven members: Edward Pesicka, David Smith, Dr. Amrit Ray, Betty Larson, Thomas Pike, Peter M. Neupert, and R. Andrew Eckert. Ms. Larson recently tendered her offer to resign from the Board in connection with an upcoming significant change in her principal occupation, as required by our Corporate Governance Guidelines. In the event the Board accepts Ms. Larson’s offer to resign, we intend to initiate a search for a director to fill any vacancy upon Ms. Larson’s departure. As set forth in our Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms that will transition to a Board that is not classified as of the 2028 Annual Meeting. As part of that transition, at the Annual Meeting, the Class I directors will be elected for a term of office to expire at the 2027 Annual Meeting. At the 2025 Annual Meeting, the Class II directors will be elected for a term of office to expire at the 2028 Annual Meeting. At the 2026 Annual Meeting, the Class III directors will be elected for a term of office to expire at the 2028 Annual Meeting. At the 2027 Annual Meeting, the Class I directors will be elected for a term of office to expire at the 2028 Annual Meeting. Commencing at the 2028 Annual Meeting of Stockholders and at all subsequent Annual Meetings, the Board will no longer be classified, and all directors will be elected for a term of office to expire at the next succeeding Annual Meeting. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that the authorized number of directors may be changed only by resolution of the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our Board into three classes with staggered terms ending at the 2028 Annual Meeting may delay or prevent a change of our management or a change in control of our Company. Our directors may be removed only for cause, at a meeting called for that purpose.

The following matrix is provided as required by the board diversity rules of Nasdaq. The information has been self-identified by our current directors.

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CORPORATE GOVERNANCE

Director Independence

All of our directors, other than Thomas Pike, qualify as “independent” in accordance with the listing requirements of Nasdaq. The Nasdaq independence definition includes a series of objective tests, including that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by Nasdaq rules, our Board has made a subjective determination as to each independent director that no relationships exist, which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our Board reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. Mr. Pike is not independent because he is the Chief Executive Officer of Fortrea.

Director Candidates

In June 2023, the Board established a Nominating, Corporate Governance and Compliance Committee and adopted a committee charter. For more information, see “Committees of the Board—Nominating, Corporate Governance and Compliance Committee.”

With respect to facilitating the search process for director candidates, the Nominating, Corporate Governance and Compliance Committee has the sole authority to retain and terminate any search firm to be used to identify director candidates, including the sole authority to approve the search firm’s fees and other retention terms. The Nominating, Corporate Governance and Compliance Committee also has the authority to obtain advice and assistance from internal or outside legal, accounting or other advisors. Once potential candidates are identified, the Nominating, Corporate Governance and Compliance Committee evaluates the qualifications of potential candidates for director, including any nominees submitted by stockholders under and in accordance with the provisions of our bylaws and applicable laws and regulations.

In evaluating the suitability of individual candidates, the Nominating, Corporate Governance and Compliance Committee may consider many factors, including: (i) minimum individual qualifications, including a high level of personal and professional integrity, strong ethics and values and the ability to make mature business judgments, and (ii) all other factors it considers appropriate, which may include experience in corporate management, experience as a board member of other public companies, relevant professional or academic experience, leadership skills, financial and accounting background, executive compensation background, diversity and whether the candidate has the time required to fully participate as a director of the Company. The Nominating, Corporate Governance and Compliance Committee includes diversity, age, background, skills, tenure, and expertise as part of its search criteria, consistent with the requirement for relevant and diverse experience, skills and industry familiarity. Our Corporate Governance Guidelines provide that the Board should monitor the mix of specific experience, qualifications and skills of its directors in order to assure that the Board, as a whole, has the necessary tools to perform its oversight function effectively in light of our business and structure.

Stockholders may recommend individuals to the Board for consideration as potential director candidates by submitting the names of the recommended individuals, together with all information with respect to such proposed nominee required to be set forth in a stockholder’s notice pursuant to Bylaw 10(b)(i), all information relating to such proposed nominee that would be required to be disclosed in a proxy statement or other filing required pursuant to Section 14(a) under the Exchange Act, a reasonably detailed description of all direct and indirect compensation and other material monetary agreements, arrangements or understandings during the past three years, a completed questionnaire with respect to the identity, background and qualification of the proposed nominee and the background of any other person or entity on whose behalf the nomination is being made, and a written representation and agreement pursuant to Bylaw 10(b)(ii)(E) and any other materials required by Bylaw 10(b) of our Bylaws, to the Board of Directors, c/o Corporate Secretary, Fortrea Holdings Inc., 8 Moore Drive, Durham, North Carolina 27709. Bylaw 10(b) of our Bylaws outlines the specific requirements for stockholders who wish to nominate individuals for election as directors. The nomination notice required by the Bylaws must be delivered not later than the 90th day, nor earlier than the 120th day prior to the first anniversary of the preceding year’s annual meeting, subject to the other conditions in the Bylaws. In the event there is a vacancy, and assuming that appropriate biographical and background material has been provided on a timely basis, the Board will evaluate stockholder recommended candidates by following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others.

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CORPORATE GOVERNANCE

Stockholder Engagement

We value our stockholders’ perspectives, and we proactively conduct investor outreach throughout the year to provide us with an understanding of the priorities that matter most to our stockholders. We engage with stockholders through various outreach initiatives, including: (i) quarterly earnings releases with corresponding conference calls and webcasts; (ii) regular reports filed with the SEC, including annual and quarterly reports; (iii) participation in investor conferences and non-deal roadshows; (vi) in-person and virtual meetings with current and prospective investors and research analysts; and (v) proactive outreach to institutional investors, pension funds and governance professionals.

After the Spin, we held an investor day in July 2023 and conducted over 400 meetings with the investment community. We also engaged with current stockholders holding over 75% of our shares in the aggregate, while also reaching out to prospective investors. In addition to our quarterly earnings presentations, we presented at four sell-side conferences and conducted one non-deal roadshow with institutional investors at the Company. Along with discussing business results and initiatives, strategy, and capital structure, we talked with investors regarding a number of other topics essential to our business and the Company, including risk management and environmental, social and governance (ESG) matters. Our executives share insights from these interactions with our Board regularly.

Communications from Stockholders

Stockholders and other interested parties who desire to send a communication to members of the Board of Directors, its Chairman, its Lead Independent Director, its committees or any Director, may submit their communication by mail addressed to the attention of the Board of Directors, c/o Corporate Secretary, Fortrea Holdings Inc., 8 Moore Drive, Durham, North Carolina 27709.

Any communication should clearly specify the intended recipient. The office of the Corporate Secretary will receive the correspondence and forward it to the intended recipient unless the communication is an advertisement or other commercial solicitation or communication, obviously frivolous or obscene, unduly hostile, threatening or illegal, or is related to trivial matters (in which case it will be delivered to the intended recipient for review at the next regularly scheduled Board meeting).

Board Leadership Structure and Role in Risk Oversight

Our Board exercises its discretion in combining or separating the roles of Chairman of the Board and Chief Executive Officer as it deems appropriate in light of prevailing circumstances. We believe that we, like many U.S. companies, are well-served by a flexible leadership structure. Thomas Pike, our Chief Executive Officer, serves as Chairman of the Board. Our Board has determined that combining the roles of Chairman of the Board and Chief Executive Officer is best for our Company and its stockholders at this time because it promotes unified leadership by Mr. Pike and allows for a single, clear focus for management to execute our strategy and business plans. Our Board is comprised of individuals with extensive experience in finance, the healthcare industry and public company management and, with the exception of Mr. Pike, is comprised of directors who meet the independence standards of Nasdaq. For these reasons and because of the strong leadership of Mr. Pike as Chairman of the Board and Chief Executive Officer, our Board has concluded that our current leadership structure is appropriate at this time. However, our Board will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate.

Our Corporate Governance Guidelines provide that, if the Company does not qualify as a “controlled company” within the meaning of the Nasdaq rules, whenever our Chairman is not an Independent Director, the Board will elect one of the Board’s Independent Directors to serve as the Lead Independent Director. The Lead Independent Director is responsible for coordinating the activities of the Independent Directors and shall perform such other duties and responsibilities as the Board may determine, including: presiding at executive sessions of the Board; reporting the results of the executive sessions to the Chairman; providing feedback from executive sessions to the Chairman; serving as a liaison between the Chairman and the other Directors; advising the Chairman with respect to the schedule, agenda and information for Board meetings; advising the Chairman with respect to consultants who report directly to the Board; and being available, as appropriate, to communicate with the Company’s stockholders. Appointment of a Lead Independent Director, however, is not intended to diminish the role of the Chairman of the Board or the various Committee Chairs or the interaction between the directors and the Chairman. The Chairman, who presides at all meetings of the Board, takes the lead role in the boardroom. The Chair of each Board committee takes the lead on matters falling within the committee’s purview. The full list of responsibilities of our Lead Independent Director may be found in our Corporate Governance Guidelines. In June 2023, the independent directors elected R. Andrew Eckert as Lead Independent Director, and Mr. Eckert was reappointed to the role in March 2024.

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CORPORATE GOVERNANCE

Risk assessment and oversight are an integral part of our governance and management processes. Our management is responsible for our day-to-day risk management activities. Our Board oversees the implementation of risk mitigation strategies by management and encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Examples of these risks include, but are not limited to, legal risks, economic risks, business operations risks, regulatory compliance risks, cybersecurity risks and reputational risks. With respect to the Board’s oversight of cybersecurity risks, which is set forth in greater detail below, the Board receives, at least twice per year, from management and our information systems officers, fulsome reports on our information systems, the cybersecurity landscape and cyber actors and threats.

Throughout the year, senior management reviews these and other risks with the Board at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Our Board is apprised of particular risk management matters in connection with its general oversight and approval of corporate matters and significant transactions. Our Board administers this oversight function directly through the Board as a whole, as well as through various standing committees of the Board that address risks inherent in their respective areas of oversight. The Board does not believe that its role in the oversight of our risks affects the Board’s leadership structure.

Periodic Board Evaluation

Our Corporate Governance Guidelines require the Board to oversee a periodic assessment of the Board and its committees. The Company’s first periodic assessment of the Board and its committees is scheduled to take place in 2024. The Board of Directors and committees will conduct self-evaluations to assess the qualifications, attributes, skills and experience represented on the Board and to determine whether the Board and its committees are functioning effectively. The Nominating, Corporate Governance and Compliance Committee will receive input on the Board’s performance from directors and, through its Chair, discuss the input with the full Board and oversee the full Board’s review of its performance. The self-assessments focus on the Board’s and committees’ contribution to the Company and on areas in which the Board or management believes that the Board or any of its committees could improve. The Board and the Nominating, Corporate Governance and Compliance Committee will use the self-evaluations in making determinations regarding which directors will be nominated for election at the Annual Meeting. The Board and committee evaluation process also informs Board and committee composition, which includes evolution of the director skills and experience qualifications criteria to meet the current and anticipated needs of the business.

Code of Conduct and Ethics

We have a written Code of Conduct and Ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We have posted a current copy of the Code in the “Governance” section of the “Investors” page of our website located at www.fortrea.com. In addition, we intend to post on our website all disclosures that are required by law or the rules of Nasdaq concerning any amendments to, or waivers from, any provision of the Code.

Attendance by Members of the Board of Directors at Meetings

There were four (4) meetings of the Board during the fiscal year ended December 31, 2023. During the fiscal year ended December 31, 2023, all members of the Board of Directors attended all meetings of the Board and all non-employee directors attended all executive sessions of meetings of the Board without the presence of management. In 2023, all directors attended 100% of the meetings of the committees on which the director served.

Under our Corporate Governance Guidelines, which are available in the “Governance” section of the “Investors” page of our website located at www.fortrea.com, a director is expected to devote the time necessary to appropriately discharge their responsibilities and to prepare for and, to the extent possible, attend and participate in all meetings of the Board and of Board committees on which they serve. Each director is also expected to attend the annual meeting of stockholders.

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Committees of the Board

Our Board has established three standing committees, Audit, Management Development and Compensation, and Nominating, Corporate Governance and Compliance, each of which operates under a written charter that has been approved by our Board. All of the members of each of the Board’s three standing committees are independent as defined under the Nasdaq rules and any applicable heightened standards required for each committee. Thomas Pike, as our Chairman and Chief Executive Officer, does not serve on any of our standing committees.

The current members of each of the Board committees and committee Chairs are set forth in the following chart.

*The Board of Directors has determined that Mr. Smith, Mr. Pesicka, and Mr. Neupert are each an “audit committee financial expert” as defined under the SEC rules and regulations.

Audit Committee

The purpose of our Audit Committee is to assist the Board in its oversight of our accounting and financial reporting processes and the audit of our financial statements, the integrity of our financial statements, compliance with legal and regulatory requirements, the independence and qualifications of the independent auditor, the performance of our internal audit function and independent auditor, and other activities typical of an audit committee. The Audit Committee’s role also includes oversight as it relates to enterprise risk management and cybersecurity risk. In fulfilling its purpose, our Audit Committee has the following principal duties:

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COMMITTEES OF THE BOARD

The Audit Committee charter is available in the “Governance” section of the “Investors” page of our website located at www.fortrea.com. As of March 28, 2024, the members of the Audit Committee are Mr. Neupert, Mr. Pesicka, Dr. Ray, and Mr. Smith, all of whom meet the independence requirements under Rule 10A-3 promulgated under the Exchange Act, and the rules of Nasdaq, including those related to Audit Committee membership. Mr. Smith serves as the Chair of the Audit Committee. The members of our Audit Committee meet the requirements for financial literacy under the applicable rules of Nasdaq. Our Board has determined that each of Mr. Smith, Mr. Pesicka, and Mr. Neupert is an “audit committee financial expert” as defined by Item 407(d)(5)(ii) of Regulation S-K.

The Audit Committee met five (5) times in 2023, and each member of the Audit Committee attended all of the meetings.

Management Development and Compensation Committee

The purpose of our Management Development and Compensation Committee is to assist the Board in the discharge of its responsibilities relating to the compensation of our executive officers, to consider, recommend, administer and implement our incentive compensation plans and equity-based plans, and to oversee strategies relating to culture and human capital leadership. In fulfilling its purpose, our Management Development and Compensation Committee has the following principal duties:

Pursuant to the Management Development and Compensation Committee’s charter, which is available in the “Governance” section of the “Investors” page of our website located at www.fortrea.com, the Management Development and Compensation Committee has the authority to retain and terminate any compensation consultant to assist in the evaluation of CEO or other Section 16 Officer compensation. The Management Development and Compensation Committee may delegate its authority under its charter to a subcommittee as it deems necessary or advisable appropriate from time to time. In addition to the foregoing and other authority expressly delegated to the Management Development and Compensation Committee in the charter, the Management Development and Compensation Committee may also exercise any other powers and carry out any other responsibilities consistent with the charter, the purposes of the Management Development and Compensation Committee, our Bylaws and applicable Nasdaq rules.

As of March 28, 2024, the members of our Management Development and Compensation Committee are Mr. Eckert, Ms. Larson, Mr. Pesicka, and Mr. Smith. All members of the Management Development and Compensation Committee meet the heightened standard for independence specific to members of a compensation committee under applicable SEC rules and Nasdaq rules. Mr. Eckert serves as the Chair of the Management Development and Compensation Committee.

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COMMITTEES OF THE BOARD

The Management Development and Compensation Committee met two (3) times during 2023 and each member of the Management Development and Compensation Committee attended all of the meetings.

Nominating, Corporate Governance and Compliance Committee

The purpose of our Nominating, Corporate Governance and Compliance Committee is to assist the Board in identifying individuals qualified to become Board members, consistent with the criteria approved by the Board, and recommending to the Board the director nominees for the next annual meeting and otherwise when necessary, to develop and recommend to the Board a set of corporate governance guidelines applicable to the Company and appropriate amendments thereto, to lead the Board in its annual review of the performance of the Board and management, to oversee, and advise the Board with respect to, our corporate governance policies and practices, to assist the Board in carrying out its oversight responsibility with respect to compliance issues and attendant risks and to assist the Board to oversee management’s efforts to adopt and implement policies and procedures that require the Company and its employees to act in compliance with high ethical and legal standards, and to be compliant with applicable operational, health, safety, environmental, quality, and regulatory requirements, and best practices.

Pursuant to the Nominating, Corporate Governance and Compliance Committee’s charter, which is available in the “Governance” section of the “Investors” page of our website located at www.fortrea.com, the Nominating, Corporate Governance and Compliance Committee has the authority to retain or terminate any search firm to be used to identify director candidates, including the sole authority to approve the search firm’s fees and other retention terms. The Nominating, Corporate Governance and Compliance Committee also has the authority to obtain advice and assistance from internal or outside legal, accounting or other advisors. The Nominating, Corporate Governance and Compliance Committee may delegate its responsibilities under its charter to a subcommittee if determined to be necessary or advisable. In addition to the foregoing and other duties and responsibilities expressly delegated to the Nominating, Corporate Governance and Compliance Committee in the charter, the Nominating, Corporate Governance and Compliance Committee may also exercise any other powers and carry out any other responsibilities consistent with the charter, the purposes of the Nominating, Corporate Governance and Compliance Committee, our Bylaws and applicable Nasdaq rules. As of March 28, 2024, the members of our Nominating, Corporate Governance and Compliance Committee were Mr. Eckert, Ms. Larson, Mr. Neupert, and Dr. Ray. All members of the Nominating, Corporate Governance and Compliance Committee meet the standard for independence specific to members of a nominating and governance committee under Nasdaq rules.

The Nominating, Corporate Governance and Compliance Committee met two (2) times during 2023 and each member of the Nominating, Corporate Governance and Compliance Committee attended at all of the meetings. Mr. Neupert serves as the Chair of the Nominating, Corporate Governance and Compliance Committee.

Cybersecurity & the Audit Committee

Risk Management Program

Our cybersecurity risk management program (the “Cybersecurity Risk Management Program”) was designed to identify, manage, mitigate, and respond to ongoing cybersecurity threats and associated risks and is responsible for their escalation to the Board when determined to be material. Currently, the Cybersecurity Risk Management Program includes cybersecurity services provided by Labcorp through 2024 as part of a transition service agreement entered in connection with the Spin. The underlying controls utilized by these programs are based on industry recognized best practices and standards for cybersecurity and information technology which include the National Institute of Standards and Technology (NIST) Cybersecurity Framework (CSF) and the International Organization for Standardization (ISO) 27001:2022 Information Security Management Systems Requirements

The Cybersecurity Risk Management Program is administered through two primary channels: (i) Fortrea-led cybersecurity services and capabilities and (ii) trusted third-party partners delivering cybersecurity services overseen by our Cybersecurity leadership team. Both channels combined deliver the entire Cybersecurity Program, which includes key items such as:

Cybersecurity risk management program, including, but not limited to, the following:

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COMMITTEES OF THE BOARD

Cybersecurity services, including, but not limited to, the following:

Third party risk management, including, but not limited to, the following:

Recognizing the cybersecurity and risk management programs are newly formed, we have established plans to conduct regular reviews and tabletop exercises to test processes for preparedness in case of a critical event as well as integrate cybersecurity risk with our Enterprise Risk Management Framework. As part of our risk management strategy, we have secured comprehensive cyber insurance coverage. We regularly review and update our cyber insurance coverage to align with the evolving nature of cyber threats and industry standards.

Because we are a newly formed company, there are no historical internal or external assessment processes. Going forward, however, the Fortrea Internal Audit team will conduct internal assurance reviews as part of their 2024 annual audit plan. Additionally, as we continue to execute our risk management processes, we plan to engage external cybersecurity partners for the evaluation and assessment of our cybersecurity program and its capabilities.

Refer to “Item 1A. Risk Factors” of our Annual Report on Form 10-K for further discussion of cybersecurity risks.

Governance of Cybersecurity

The Audit Committee has been authorized by the Board of Directors to oversee risks from cybersecurity threats.

We have established a Risk Committee chaired by our Chief Information Security Officer (“CISO”) and chartered to determine and execute the processes for the identification, and management of material cybersecurity risks. The Risk Committee is comprised of cross-functional executive leaders who can assess materiality impact and are accountable for materiality disclosure. The CISO is responsible for reporting on the state of cybersecurity to the Audit Committee on a quarterly basis, including those risks deemed material by the Risk Committee.

Our CISO has more than 25 years of experience building and leading cybersecurity programs for global healthcare and retail companies. The cybersecurity leadership team reporting to the CISO is comprised of leaders with skills in cybersecurity risk management, cybersecurity architecture, identity and access management, and cybersecurity operations and engineering. Their experience and certifications are commensurate with their roles.

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Executive Compensation

Compensation Discussion & Analysis

Purpose

The purpose of this Compensation Discussion and Analysis (“CD&A”) is to provide our stockholders with an understanding of our approach to executive compensation and to detail our decision-making processes for compensation to our NEOs for fiscal year 2023.

Introduction

On June 30 2023, Fortrea completed our Spin from our former parent company Labcorp and became a fully independent, publicly traded company. Due to the mid-year timing of our separation from Labcorp, many of the decisions impacting our 2023 NEO compensation were made by the Compensation and Human Capital Committee of Labcorp’s Board of Directors (the “Labcorp CHCC”) or the management of Labcorp and were grounded in Labcorp’s compensation philosophy, programs and policies. In order to provide a view of our NEOs’ compensation for all of 2023, this CD&A includes information regarding historical programs and compensation decisions made by Labcorp or the Labcorp CHCC prior to our separation, as well as decisions made by the Management Development and Compensation Committee of our Board of Directors (the “Fortrea MDCC”) after the Spin. Moving forward from July 1, 2023, using the information, procedures and policies developed by Labcorp, the Fortrea MDCC and our Board of Directors make independent decisions related to compensation.

Company Overview

We are a leading global contract research organization (“CRO”), providing clinical development, patient access solutions and consulting to the life sciences industry. We provide phase I through IV clinical trial management, clinical pharmacology, differentiated technology-enabled trial solutions and post-approval services. For more than 30 years, we have supported our global pharmaceutical, biotechnology, and medical device customers across more than 20 therapeutic areas, providing agile delivery models that include Full Service, Functional Service Provider, and Hybrid structures.

Our team of approximately 18,000 employees provides services in about 90 countries. Our solutions streamline the biopharmaceutical product and medical device development process. Additionally, we successfully utilize enabling technologies to optimize processes and evolve with a dynamic marketplace.

Fiscal 2023 Performance Highlights

In 2023, Fortrea successfully executed on the Spin from Labcorp and faced various challenges that often accompany a newly public, stand-alone company as we continued to execute on key business initiatives and work toward exiting the Transition Service Agreements (“TSAs”) in place with Labcorp. In August 2023, we provided financial guidance for the full year 2023. Fiscal 2023 performance relative to this guidance and to prior year is below:

We were pleased to be able to maintain our strong revenue base despite the decrease in Adjusted EBITDA, and importantly, our focus on successful execution ensured that there was no disruption to our customer projects in 2023 resulting from the Spin. In addition, our sales momentum improved in the second half of the year as we achieved the target of more than 1.2x book-to-bill ratio.

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EXECUTIVE COMPENSATION

2023 Compensation Highlights

2024 Compensation Highlights

In 2024, the Fortrea MDCC implemented the following changes to the Fortrea compensation program:

2023 Executive Compensation Program

Our executive compensation program is intended to attract, motivate and retain talented executives in a highly competitive environment, consistent with Fortrea’s executive compensation philosophy to pay for performance by rewarding the achievement of specific short-term and long-term financial, operational and strategic goals.

Our 2023 executive compensation structure, both before and after the Spin, consisted of three core compensation elements: base salary, cash bonus, and long-term incentive awards. Prior to the Spin, Labcorp and the Labcorp CHCC established our NEOs’ 2023 compensation, which reflected Labcorp’s compensation philosophy and program design. After the Spin, the Fortrea MDCC evaluated each compensation element individually while also considering the appropriate total compensation mix. Following its review, the Fortrea MDCC took certain compensation actions to align NEO compensation more closely with Fortrea’s compensation philosophy and the compensation practices of its public company peers. Our 2023 NEOs are listed below, and an overview of the compensation decisions made before and after the Spin are highlighted on the pages that follow.

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EXECUTIVE COMPENSATION

2023 NAMED EXECUTIVE OFFICERS

CEO Employment Agreement

In January 2023, Labcorp entered into an employment agreement with Thomas Pike. At the time of Mr. Pike’s hire, the Labcorp CHCC recognized that it was critical to recruit a proven and experienced CEO, such as Mr. Pike, who possesses relevant leadership skills, industry expertise, and IPO/spin company experience, to successfully lead Fortrea through the Spin. Mr. Pike has a strong track record as former CEO of a CRO where he led Quintiles Transnational Holdings through a successful IPO, helping it grow into a Fortune 500 company with 36,000 employees worldwide. In addition, Mr. Pike worked at Arthur Andersen/Accenture for 22 years in various positions of increasing responsibility, including serving as the Chief Risk Officer and Managing Director of the North America Health and Products business. As such, the Labcorp CHCC developed a competitive compensation package to attract and incentivize Mr. Pike to lead Fortrea and to retain him for several years. As this opportunity would require significant time, Mr. Pike also stepped down from several boards in order to devote his focus on leading Fortrea.

The employment agreement provides for a base salary of $1,100,000 and an annual target bonus equal to 150% of his base salary (with a minimum payout of 100% of base salary for 2023). Mr. Pike received a sign-on equity grant of $4,000,000 (the “Sign-On Equity Grant”) in the form of time-vested RSUs. In addition, the employment agreement provides that if Labcorp successfully completed the Spin of Fortrea into an independent public company, Mr. Pike would receive equity awards with an aggregate grant date value of $20,000,000 (the “Initial Equity Grant”) consisting of RSUs and stock options. As Fortrea completed the Spin, Mr. Pike was issued the Initial Equity Grant on August 17, 2023. The total value of equity granted in 2023 in connection with the employment agreement was $24,000,000, consisting of the Sign-On Equity Grant and the Initial Equity Grant. Under the terms of the employment agreement, these equity grants are intended to cover the three-year period of the initial term of the employment agreement, which ends on December 31, 2025, and no further equity grants are intended to be made during that period. As a result, Mr. Pike did not receive an annual grant in 2024. The intended value of Mr. Pike’s long-term incentives under the full term of the employment agreement amounts to $8,000,000 per year on an annualized basis. Including his target cash compensation, Mr. Pike’s annual target direct compensation is $10,750,000, which we believe is appropriate and competitive for a highly experienced CEO.

The employment agreement also provides that Mr. Pike will be eligible to participate in all employee benefit plans, practices and programs that are generally made available to senior executives (except for Labcorp’s Master Senior Executive Severance Plan or any similar such Fortrea severance plan). Mr. Pike has also entered into a confidentiality, non-competition and non-solicitation agreement, which includes a perpetual confidentiality covenant and covenants not to compete or solicit employees and/or customers for twelve months following termination of his employment. See “Potential Payments Upon Termination or Change in Control” for a discussion of payments to Mr. Pike that may be triggered upon termination or a change in control.

Key 2023 Compensation Decisions

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EXECUTIVE COMPENSATION

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EXECUTIVE COMPENSATION

Compensation Highlights

Determining Executive Compensation

Executive Compensation Philosophy and Objectives

The Fortrea MDCC’s compensation philosophy is to appropriately recognize and reward executives for both Company and individual performance. The Fortrea MDCC generally believes that it is important to place more emphasis on pay that is performance-based and “at-risk,” and that pay mix should be more heavily weighted toward variable compensation. Given the recent nature of the Spin, the Fortrea MDCC is continuing to develop and refine its targeted philosophy, but in general, when reviewing target compensation relative to market for its NEOs, it considers experience, tenure and individual performance.

Fortrea’s executive compensation program was designed to attract, motivate, and retain talented executives in a highly competitive environment, consistent with Fortrea’s general executive compensation philosophy to pay for performance by rewarding the achievement of specific short-term and long-term financial, operational, and strategic goals. Fortrea’s executive compensation program discourages unnecessary risk-taking and aligns the interests of Fortrea’s stockholders with the performance of Fortrea’s executives. The Fortrea MDCC considered Fortrea’s financial and business performance, execution of Fortrea’s strategic plan, leadership, and operational performance in making compensation decisions. The Fortrea MDCC believes that talent is the key to the daily operating and long-term success of Fortrea and adopted a compensation program to support a pay for performance culture based on: (i) attraction, retention, and motivation of top talent; (ii) pay differentiation based on individual, role, business unit, and total company level results; (iii) compensation packages that are market competitive; (iv) fair, equitable, and compliant pay practices that support internal equity; (v) motivating performance and rewarding results that lead to profitable growth over time; and (vi) support of stockholder interests and returns.

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EXECUTIVE COMPENSATION

Role of the Management Development and Compensation Committee

The Fortrea MDCC’s oversight responsibilities include Fortrea’s compensation and benefits as well as human capital management, including diversity, equity, and inclusion. The Fortrea MDCC believes that a strong focus on diversity, equity and inclusion aligns with stockholder goals, and regular updates are provided at each regular meeting to monitor and discuss Fortrea’s progress. With respect to Fortrea’s senior management, the Fortrea MDCC establishes compensation and benefits plans, sets compensation targets and performance goals, and evaluates performance against those plans and goals. The Fortrea MDCC meets throughout the year to review compensation trends, evaluate emerging best practices, and consider changes to the executive compensation programs that align pay with performance and provide Fortrea’s senior management with an incentive to achieve superior financial results for Fortrea. In determining whether changes to the executive compensation programs are needed, the Fortrea MDCC considers the goals and strategic objectives of Fortrea, including changes to strategy that should be reflected in the incentive structure of the management team. The Fortrea MDCC also will consider the results of prior advisory votes on compensation, direct stockholder input, and feedback from its independent consultants, Pay Governance, in determining changes to the executive compensation program. The Fortrea MDCC approves changes to each component of executive officer compensation, including increases in base salary, annual incentive awards, and long-term equity incentive awards.

The Fortrea MDCC meets throughout the year to discharge its duties. The formal written Fortrea MDCC charter is available on our website.

Role of our Management

Annually, Fortrea’s CEO will be invited to provide input on the Fortrea MDCC executive compensation decisions for executive officers other than the CEO, and for 2023, including input on the individual performance modifier under the Fortrea Bonus Plan for each Fortrea NEO subject to the approval of the Fortrea MDCC. Our CEO’s input and compensation proposals for the other Fortrea NEOs will be based on his assessment of past and expected individual performance and contribution. In addition, Fortrea’s Chief Administrative Officer generally attends and participates in meetings of the Fortrea MDCC and provides input on the design and implementation of Fortrea’s executive compensation program. Because Ms. McConnell and Mr. Morais were not executive officers of Labcorp in 2023, their compensation was determined by Labcorp’s senior management consistent with Labcorp’s compensation philosophy, but was not specifically reviewed or determined by the Labcorp CHCC, except that their pre-Spin annual equity awards were approved by the Labcorp CHCC in February 2023.

Role of our Independent Compensation Consultant

Pursuant to its charter, the Fortrea MDCC has the sole discretion to retain or obtain advice from compensation consultants. During 2023, prior to the Spin, Labcorp retained FW Cook as a compensation consultant to assist on Fortrea-related matters, and after the Spin, Fortrea MDCC continued its engagement of FW Cook as a compensation consultant to assist in its evaluation of executive compensation. FW Cook conducted various market studies and advised the Fortrea MDCC on general executive compensation matters to assist in fulfilling its duties post-Spin. In November 2023, the Fortrea MDCC retained Pay Governance to act as the compensation consultant to assist in its evaluation of executive compensation in 2024.

For 2023, after the Spin, FW Cook and Pay Governance reported directly to the Fortrea MDCC, participated in meetings with the Fortrea MDCC, communicated with the Fortrea MDCC Chair between meetings as necessary and worked with management at the direction of the Fortrea MDCC.

The Fortrea MDCC reviewed FW Cook’s independence and Pay Governance’s independence and concluded that both FW Cook and Pay Governance are independent and conflict-free advisors to the Company pursuant to the standards of the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable rules of Nasdaq.

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EXECUTIVE COMPENSATION

Use of Peer Group and Market Data

In February 2023, the Labcorp CHCC established a peer group for Fortrea with input from FW Cook for use in benchmarking executive and non-employee director compensation levels and other pay practices. In establishing the peer group, Labcorp and FW Cook considered competitors based on Fortrea’s projected size and business profile using objective screening criteria including revenue and market capitalization of similar publicly traded organizations. The peer group consisted of sixteen companies that would be used as a reference to determine 2023 pay opportunity levels for the NEOs. The table below presents the peer group companies:

This peer group served as the primary market reference point and was supplemented with other market data, where appropriate. For 2023 with the assistance of FW Cook, the Labcorp CHCC compared our size and complexity of operations to those of the companies identified in the peer group set forth above. The Fortrea MDCC reviewed and ratified this peer group and also compared the peer group’s current executive compensation and compensation mix (percent of base salary, short-term, and long-term incentive) to our current practices. FW Cook provided recommendations for adjustments based on current practices and policies within the peer group and trends within the industry.

Principal Elements of Executive Compensation

Our executive compensation program for 2023 consisted of a mix of fixed and variable pay elements, with the latter tied to both short- and long-term Company success. Performance-based pay elements are linked to goals that we believe will deliver both year-to-year and long-term increases in stockholder value. The elements of total direct executive compensation include:

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EXECUTIVE COMPENSATION

Fiscal 2023 Compensation Program in Detail

Base Salaries

2023 base salaries for our NEOs were approved by Labcorp, or in the case of Mr. Pike, the Labcorp CHCC, and were effective January 1, 2023, or in the case of Mr. Pike, upon commencement of his employment. Prior to the Spin, Labcorp reviewed and approved changes applicable to Ms. McConnell and Mr. Morais’ base salaries in connection with their new roles upon the Spin. These changes were effective July 1, 2023. After the Spin, the Fortrea MDCC evaluated the base salaries and determined not to make any changes to the base salaries for our NEOs. The following factors were considered by the Fortrea MDCC in evaluating base salary decisions:

Below is the base salary for each NEO:

Mr. Pike’s employment at Labcorp commenced effective January 9, 2023.

Annual Bonus (Non-Equity Short-Term Incentive Compensation)

Fiscal Year 2023 Earned Annual Bonus

Based on the performance achievements described below, the following annual incentive bonuses were earned by our NEOs for 2023 performance. In accordance with Mr. Pike’s employment agreement, which was entered into with Labcorp on January 5, 2023, Mr. Pike was entitled to a guaranteed bonus payment of no less than 100% of his 2023 base salary, or $1,100,000.

For additional information related to the Labcorp Bonus Plan and the Fortrea Bonus Plan, please see the narrative below.

Labcorp Bonus Plan: January 1, 2023 to June 30, 2023 Bonus Plan Design

Prior to Fortrea being established as an independent, publicly traded company, our NEOs were subject to the Labcorp Bonus Plan (“LBP”). The program, which was designed and approved by the Labcorp CHCC, represents Labcorp’s performance projections through Spin. The LBP covers the majority of Labcorp executives and management eligible for bonuses, including the applicable Fortrea NEOs and other eligible Fortrea employees. The LBP is designed to compensate Labcorp executives for achieving annual goals that further Labcorp’s strategy and create stockholder value.

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Bonus awards for the applicable Fortrea NEOs under the LBP were based on two performance factors:

Ms. McConnell’s Business Performance Factor was based entirely on enterprise financial metrics while Mr. Morais’ Business Performance Factor was based on a combination of enterprise, business segment, and business unit metrics. Under the initial metrics used to determine funding, the Labcorp CHCC approved a projected funding of the LBP to be $17 million for the first half of 2023, the time period prior to Spin. This LBP amount was designated for employee participants who went to Fortrea in the Spin.

Labcorp Bonus Plan: Treatment at time of Spin

In connection with the Spin, the Labcorp CHCC approved a projected LBP performance factor that was applied to the bonus target, on a prorated basis as of June 30, 2023. The total amount of bonuses for all eligible Fortrea employees was aggregated on an individual basis and provided to Fortrea as an accrued liability to be allocated to eligible participants in line with the normal annual bonus performance measurement period, ending December 31, 2023, and payment schedule. Labcorp funded the LBP for bonus eligible participants that transitioned from Labcorp to Fortrea at $17 million, and the Fortrea MDCC applied a 61.07% business performance factor across all participants.

For Ms. McConnell and Mr. Morais, the following table describes how the final payout associated with the LBP was determined:

Fortrea Bonus Plan: July 1, 2023 to December 31, 2023 Bonus Plan Design and Performance

Effective July 1, 2023, Labcorp increased the target payout, as a percent of base salary, for Ms. McConnell and Mr. Morais to 85% from their pre-Spin target of 50%. After the Spin, the Fortrea MDCC evaluated the bonus target percentages and determined not to make any changes to the bonus target percentages for our NEOs. The following factors were considered by the Fortrea MDCC in evaluating bonus target payout decisions:

After the Spin, the Fortrea MDCC established a post-Spin bonus plan under the Omnibus Incentive Plan called the Fortrea Bonus Plan (“FBP”). The performance criteria for the FBP’s sole metric, Adjusted EBITDA, was established based on expectations of Fortrea’s performance for the second half of the Company’s 2023 fiscal year. The design of the FBP was such that the resulting Adjusted EBITDA performance would have been applied to the prorated base salary and bonus target of the applicable NEOs. Because we did not meet the target level of second half 2023 Adjusted EBITDA under the FBP, there was no payment under the FBP. When factoring the bonus earned under both the LBP and the FBP, the overall payout was approximately 20% of target for Ms. McConnell and Mr. Morais (after adjusting for higher salaries and target bonuses).

Labcorp and Fortrea Bonus Arrangements with respect to Mr. Pike

Under Mr. Pike’s employment agreement, which was entered into with Labcorp on January 5, 2023, Mr. Pike was entitled to a guaranteed bonus payment of no less than 100% of his 2023 base salary, or $1,100,000.

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EXECUTIVE COMPENSATION

Cash Awards

Labcorp awarded each of Ms. McConnell and Mr. Morais a $200,000 cash bonus in order to incentivize them to work through and past the Spin. The cash award was paid in two installments, the first 30 days following the Spin and the second on the six-month anniversary of the Spin.

Long-Term Equity Incentive Compensation and Conversion of Prior Awards

Our long-term incentive plan is intended to motivate the attainment of our long-term goals and provide direct alignment to the experience of stockholders through the link to key financial measures and stock price performance. In 2023, awards were granted as a combination of Performance Share Awards (“PSAs”), RSUs and stock options, balancing complementary priorities of financial performance, stockholder value creation, alignment of interests and executive retention.

January 2023 Long-Term Incentive Award in Connection to Mr. Pike Commencing Employment

In connection with Mr. Pike’s employment agreement with Labcorp, upon the commencement of Mr. Pike’s employment at Labcorp, he was awarded an RSU award valued at $4,000,000. This award vests in three equal installments on the first, second and third anniversary of the grant date. See below in the section entitled “August 2023 Long-Term Incentive Award in Connection to Mr. Pike’s Employment Agreement” for information regarding additional equity awards that were made post-Spin as required pursuant to Mr. Pike’s employment agreement.

At time of Spin, this award was converted to Fortrea equity per the below discussion “Conversion of Labcorp Long-Term Incentive Awards (approved by Labcorp CHCC).”

February 2023 Long-Term Incentive Awards (approved by Labcorp CHCC)

The design and values of the annual long-term incentive awards granted in February 2023 were established and approved by the Labcorp CHCC prior to the Spin and were associated with the roles and responsibilities that the applicable NEOs held at the time of grant. For Ms. McConnell and Mr. Morais, this means that the February 2023 long-term incentive award values reflected the roles that each of them held at Labcorp at the time of grant and did not reflect the subsequently approved 2023 long-term incentive target values for their roles at Fortrea, which commenced July 1, 2023.

Ms. McConnell and Mr. Morais’ awards were granted as a combination of PSAs (60%) and RSUs (40%)

At the time of grant, awards were subject to the following conditions:

In connection with Spin, unvested Labcorp PSAs and RSUs, including those made in 2023, were converted into Fortrea PSAs and RSUs as summarized below.

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Conversion of Labcorp Long-Term Incentive Awards (approved by Labcorp CHCC)

Prior to the Spin, the Labcorp CHCC established an approved methodology for converting unvested Labcorp long-term incentive awards into Fortrea long-term incentive awards. This was done to fairly preserve value by mitigating any impact in stock price volatility that may be experienced for Labcorp and Fortrea common stock before and after Spin. The methodology was applied consistently for all unvested Labcorp long-term incentive awards held by Fortrea employees. The Equity Adjustment Ratio was calculated by dividing Labcorp’s pre-Spin 10-trading day average stock price by Fortrea’s post-Spin 10-trading day average stock price. The resulting calculation is as follows:

Labcorp’s Pre-Spin 10-trading day average stock price = $235.171

Fortrea’s Post-Spin 10-trading day average stock price = $33.054

=

Equity Adjustment Ratio = 7.1148

The Equity Adjustment Ratio was applied to all unvested RSUs held by Fortrea employees. All original award terms and vesting schedules for the RSUs were maintained with no acceleration.

Unvested PSAs were converted depending on how much of the three-year performance period had elapsed at the time of Spin, with the value preserved either on an actual or target basis as follows:

Any newly converted Fortrea PSAs, are subject to Fortrea-specific performance metrics as determined by the Fortrea MDCC. Both the 2022 and 2023 outstanding converted PSAs utilize revenue (50% weight) and Adjusted EBITDA (50% weight) for the remaining portion of the performance measurement period.

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EXECUTIVE COMPENSATION

Engagement Awards (approved by Labcorp)

Prior to the Spin, in June 2023, Labcorp approved “Engagement Awards” to certain key employees who were critical to the continued success of the business and separation, including Ms. McConnell and Mr. Morais. Engagement awards were granted in the form of RSUs with vesting occurring in equal installments on the first, second and third anniversary of the grant date. The amounts described in the table below represent the targeted value:

August 2023 Long-term Incentive Awards (approved by Fortrea MDCC)

As a result of the Spin, Ms. McConnell and Mr. Morais received a portion of their long-term incentive grant in February 2023. Given this grant did not consider each of Ms. McConnell or Mr. Morais’ roles and responsibilities for the entire 2023 year, the Fortrea MDCC approved an incremental long-term incentive grant in August 2023 to provide both competitive total compensation for 2023 as well as additional retentive power through equity to Ms. McConnell and Mr. Morais. These awards were granted in the form of RSUs with vesting occurring in equal installments on the first, second and third anniversary of the grant date. The amounts described in the table below represent the targeted value:

August 2023 Long-Term Incentive Award in Connection to Mr. Pike’s Employment Agreement

In connection with Mr. Pike’s employment agreement between Labcorp and Mr. Pike, following completion of the Spin and after ratification and modification of the split of equity between RSUs and options by the Fortrea Board, Mr. Pike received Fortrea equity awards with an aggregate grant date value of $20,000,000 (the “Initial Fortrea Equity Grant”) on August 17, 2023. These awards were composed of 50% RSUs and 50% stock options, and in each case will vest equally in three installments with the first two installments occurring on the first and second anniversary of the grant date, respectively, and the third occurring on January 9, 2026. Following the expiration of the initial term of the employment agreement the Fortrea Board will determine any additional equity awards, provided that the first equity award following the expiration of the initial term of the employment agreement will have an aggregate target grant date fair value of approximately $8,000,000 (subject to rounding).

Retirement Plans, Deferred Compensation Plan Perquisites:

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No Tax Gross-Ups

We do not make gross-up payments to cover our NEOs’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by our Company.

Insider Trading Policy

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees. The policy is designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us.

No Pledging or Hedging Fortrea Securities

The Fortrea Holdings Inc. Insider Trading Policy prohibits margin purchases of Fortrea securities. Pledging the Company’s securities as collateral to secure loans is prohibited by this policy. This prohibition means, among other things, that Fortrea employees cannot hold the Company’s securities in a “margin account” (which would allow them to borrow against their holdings to buy securities). The policy also prohibits all hedging transactions involving Fortrea’s securities, including, without limitation, zero-cost collars and forward sale contracts.

Clawback Policy

Following the Spin, the Fortrea MDCC adopted a new clawback policy to comply with the requirements of Section 954 of the Dodd-Frank Act and the related rules and regulations promulgated by the SEC and Nasdaq Listing Standards governing clawbacks and executive compensation (the “Clawback Policy”). Under the Clawback Policy, which applies to any current or former Section 16 officers of the Company, the Company is required to recover any incentive-based compensation received during the applicable period by the covered officers in the event that the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, unless one of the limited exceptions under the Clawback Policy applies. We also adopted a separate, broader misconduct compensation recoupment policy.

Termination and Change-in-Control Payments

Ms. McConnell and Mr. Morais are covered by Fortrea’s Master Senior Executive Severance Plan (the “Executive Severance Plan”) that provides participants with financial protection in circumstances involving a qualifying termination. For additional information on the termination benefits under the Executive Severance Plan, see “Potential Payments Upon Termination or Change in Control.” In addition, the Omnibus Incentive Plan provides that if awards are assumed or substituted in connection with a change in control, only a qualifying termination event will result in accelerated vesting (i.e., “double trigger”). The plan does not provide for any tax gross-ups. Fortrea believes these provisions are consistent with current market practice.

Stock Ownership Guidelines

The Fortrea Board believes that requiring executive management to maintain a significant personal level of stock ownership ensures that each executive officer is financially aligned with the interests of Fortrea’s stockholders. The required level of stock ownership will be adjusted if the executive’s position changes and the new position has a different ownership requirement. An executive is required to maintain this level of stock ownership throughout his or her tenure with Fortrea until near retirement, as explained below. The ownership requirements for each position are:

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EXECUTIVE COMPENSATION

Until the required level of ownership is met, an executive is required to hold 50 percent of any shares of Fortrea Common Stock acquired upon the lapse of restrictions on any stock grant and upon the exercise of stock options, net of taxes and shares used to pay the exercise price. If an executive fails to meet or show progress towards satisfying these requirements, the Fortrea MDCC may reduce future equity grants or other incentive compensation for that executive.

Definition of Non-GAAP Financial Measure

With respect to the references in this CD&A to Adjusted EBITDA, this is a non-GAAP financial measure used to supplement our financial statements, which are based on GAAP. See Appendix A attached to this proxy statement for a reconciliation of Adjusted EBITDA against net income, which is a GAAP financial measure, along with cautionary information regarding the use of non-GAAP measures.

Compensation Risk Assessment

The Fortrea MDCC, with assistance from Pay Governance, reviewed our compensation programs with regard to risk management. In 2023, Pay Governance conducted an independent risk assessment of Fortrea’s programs. The Fortrea MDCC reviewed this analysis and determined that there are no practices or policies that are likely to lead to excessive risk-taking or have a material adverse effect on the Company. The Fortrea MDCC concluded that there is an appropriate balance between short-term and long-term compensation that incentivizes our executives to act in a manner that does not encourage excessive risk-taking.

Compensation Committee Report

We, the Management Development and Compensation Committee of the Board of Directors, met with management to review and discuss the Compensation Discussion and Analysis set forth above, and based upon the review and discussions, we recommended to the Board that the Compensation Discussion and Analysis be included in the Annual Report on Form 10-K and this proxy statement. This report is provided by the following independent directors, who comprise the committee.

This Compensation Committee Report shall not be deemed to be “soliciting material,” or to be “filed” with the Securities and Exchange Commission or subject to Regulation 14A or 14C, or to the liabilities of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that Fortrea specifically requests that the information be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act.

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Summary Compensation Table

The following table sets forth the portion of compensation paid to the NEOs that is attributable to services performed during the fiscal years ended December 31, 2023, and 2022. As discussed in this proxy statement, we became an independent public company effective June 30, 2023. The information provided below includes compensation earned by our NEOs for services provided to Labcorp and us prior to the Spin.

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EXECUTIVE COMPENSATION

Grants of Plan-Based Awards

The following table summarizes the awards granted to each of the NEOs during the fiscal year ended December 31, 2023.

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Outstanding Equity Awards at Fiscal Year-End

The following table provides information concerning outstanding equity awards for each of our NEOs as of December 31, 2023. As of December 29, 2023, the last trading day of 2023, the fair market value of a share of our common stock was $34.90.

The following table shows the number of shares underlying exercisable and unexercisable options, as well as unvested RSUs and unearned performance share units, held by our Named Executive Officers at December 31, 2023. Market or payout values in the table below are based on the closing price of Fortrea common stock as of December 29, 2023.