Amrit Ray
About Amrit Ray
Dr. Amrit Ray (age 52) has over 25 years of biopharmaceutical industry experience and has served on Fortrea’s Board since June 29, 2023 as a Class II Director, nominated to serve through the 2028 Annual Meeting. He is a physician-researcher and former Global President, Head of R&D and Medical at Pfizer (2017–Jan 2021), Chief Patient Officer at Biohaven (Mar–Dec 2022), and previously Chief Medical Officer and Chief Safety Officer for global pharmaceuticals at Johnson & Johnson (2009–2017). He earned degrees in Immunology and Medicine from the University of Edinburgh and an MBA from Dartmouth’s Tuck School; he is a Visiting Professor of Practice at Newcastle University and serves on the Board of Trustees at The Hastings Center. He has been a director of Ultragenyx Pharmaceutical Inc. since 2022 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pfizer (Upjohn/Essential Health) | Global President, Head of R&D and Medical | 2017–Jan 2021 | Oversaw all aspects of global R&D |
| Biohaven Pharmaceuticals | Chief Patient Officer | Mar 2022–Dec 2022 | Patient-centric strategy and engagement leadership |
| Johnson & Johnson | Chief Medical Officer; Chief Safety Officer (global pharmaceuticals) | 2009–2017 | Enterprise drug safety and medical leadership |
| Physician researcher/advisor | Advisor to life sciences companies | Ongoing | Scientific and governance advisory capacity |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ultragenyx Pharmaceutical Inc. | Director | Since 2022 | Public company board experience |
| Newcastle University (UK) | Visiting Professor of Practice | Current | Faculty of Medical Sciences |
| The Hastings Center | Board of Trustees | Current | Bioethics governance |
Board Governance
- Independence: All current directors other than the CEO are independent under Nasdaq rules; Dr. Ray qualifies as independent .
- Committees and chair roles (as of April 28, 2025):
- Management Development & Compensation Committee (MDCC) – Chair (members: Ray, Pesicka, Sanders, Smith) .
- Nominating, Corporate Governance & Compliance Committee (NCGCC) – Member (Chair: Neupert; members: Neupert, Ray, Sanders) .
- Skills matrix highlights for Dr. Ray: General management, M&A, international business, healthcare/drug development, science/medicine, spin experience .
- Attendance and engagement: In 2024, all directors attended 100% of Board meetings and committee meetings; all non-employee directors attended all executive sessions and the annual meeting .
- Board structure: Classified Board transitioning to annual elections by 2028; Dr. Ray is Class II (term to 2028) .
- Shareholder engagement context: Starboard Value agreement added a new independent director (Russell) and potential future appointment; Board size capped at nine absent consent .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer (non-employee director) | $90,000 | 2024 program |
| Committee chair retainers | $20,000 (MDCC/NCGCC chairs), $25,000 (Audit chair), $40,000 (Lead Independent Director) | Program terms |
| Annual RSU grant (non-employee director) | $210,000 | One-year vesting; granted in 2024 |
| Dr. Ray – 2024 actual | Cash: $90,000; RSUs: $210,000; Total: $300,000 | 2024 Director Compensation Table |
Performance Compensation
Directors do not receive performance-based equity; annual director RSUs are time-based and vest after one year, with no performance conditions.
| Equity Award Feature | Vesting | Performance Metrics |
|---|---|---|
| Annual director RSU grant | One-year minimum vesting; dividends not paid until vest and are subject to forfeiture if performance goals apply (director RSUs are time-based) | None disclosed for director grants (time-based only) |
Other Directorships & Interlocks
- Current public company board: Ultragenyx Pharmaceutical Inc. (director since 2022) .
- Compensation Committee interlocks: Proxy reports no compensation committee interlocks or insider participation in 2024 (committee members, including Dr. Ray, were independent and none were current/former officers) .
Expertise & Qualifications
- Education: Immunology and Medicine (University of Edinburgh); MBA (Tuck School of Business, Dartmouth) .
- Technical/industry expertise: Science/medicine, drug development, global R&D leadership, quality/safety oversight .
- Governance/board skills: General management, M&A, international business, healthcare expertise, spin experience .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| Dr. Amrit Ray | 13,636 | <1% | Includes 7,282 RSUs scheduled to vest within 60 days of April 17, 2025 |
- Hedging/pledging: Company’s Insider Trading Policy prohibits pledging and hedging of company securities .
- Director ownership guidelines: Program describes annual equity grants for directors; specific numeric director ownership guidelines not disclosed in proxy .
Governance Assessment
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Strengths:
- Independence and full attendance signal high engagement and oversight quality .
- MDCC leadership: As MDCC Chair, Dr. Ray oversees pay-for-performance alignment; 2024 NEO incentives paid well below target given company results, supporting discipline .
- Robust governance policies: Clawback adopted per Dodd-Frank; insider trading policy bans hedging/pledging; related-party transactions reviewed by the Audit Committee .
- Use of independent compensation consultant (Pay Governance) and updated peer group methodology in 2024 .
-
Watch items / potential red flags:
- Financial restatement context (identified in early 2024) and “Pay versus Performance” outcomes warrant continued MDCC/Audit oversight; MDCC concluded no compensation recovery required under clawback policy for 2023 awards .
- Activist agreement with Starboard may influence governance dynamics and Board composition; continued monitoring of committee independence and investor alignment is prudent .
- Equity overhang could rise if the amended and restated Omnibus Plan is approved, with burn rate and overhang metrics tracked by MDCC; director grants remain time-based with no repricing allowed without shareholder approval .
-
Signals affecting investor confidence:
- 2024 say-on-pay approval of 91% indicates positive shareholder support for compensation framework; aligns with MDCC’s pay-for-performance narrative .
- Clear committee charters and periodic Board evaluations underpin board effectiveness; executive sessions and lead independent director structure are established .