Anshul Thakral
About Anshul Thakral
Anshul Thakral is President and Chief Executive Officer of Fortrea effective August 4, 2025, and joined the Board as a Class III director with a term expiring at the 2026 Annual Meeting . He brings 20+ years in CRO, pharma, and biotech, with prior leadership roles at Launch Therapeutics (Co‑Founder/CEO), PPD (Global Head PPD Biotech; CCO; EVP Peri-/Post‑Approval), GLG (Head, Life Sciences), and McKinsey (Associate Principal, Healthcare) **[1965040_0001193125-25-139161_d55989d8k.htm:1]**. He holds B.S. and M.S.E. degrees in Biomedical Engineering (Johns Hopkins) and an MBA (Wharton) . For context on the business he now leads, Fortrea’s 2024 revenue was $2,696.4 million, Adjusted EBITDA was $202.5 million, TTM book‑to‑bill was 1.16x, and backlog was $7,699 million as of 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Launch Therapeutics | Co‑Founder and Chief Executive Officer | Mar 2022–Aug 2025 | Built a therapeutics platform; entrepreneurial operator background that informs CRO commercialization and growth focus . |
| PPD (a leading CRO) | Global Head PPD Biotech; Chief Commercial Officer; EVP Peri‑ & Post‑Approval Services | 2016–Feb 2022 | Led biotech-focused growth engine and commercial organization; experience scaling CRO revenue and services . |
| Gerson Lehrman Group (GLG) | Head, Global Life Sciences Business | Mar 2014–Jun 2016 | Ran global life sciences insights business; deepened customer/market connectivity . |
| McKinsey & Company | Associate Principal, Healthcare Practice | Aug 2006–Mar 2014 | Counseled C‑suites of global pharma/biotech on strategy/operations; execution discipline and value creation playbook . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TriNetX | Director | Current | Healthcare data infrastructure/analytics; no related‑party transactions disclosed under Item 404(a) . |
| Saama Technologies | Director | Current | Life sciences software/AI; no Item 404(a) transactions disclosed . |
| Orsini Specialty Pharmacy | Director | Current | Specialty pharmacy for rare/complex therapies; no Item 404(a) transactions disclosed . |
Fixed Compensation
| Component | Terms |
|---|---|
| Base salary | $1,100,000 annually, effective upon start (Aug 4, 2025) . |
| Target annual bonus | 150% of base salary; 2025 bonus prorated; based on corporate/individual goals set by MDCC under the Omnibus Incentive Plan . |
| 2025 company bonus metrics (reference) | Adjusted EBITDA (60%) and Net New Business (40%) for NEOs under the 2025 Bonus Plan . |
Performance Compensation
- Inducement equity awards (outside the plan under Nasdaq 5635(c)(4)), designed to be 50% PSAs and 50% RSUs to tie pay to performance and retention .
| Instrument | Grant Value / Shares | Performance Metric(s) | Measurement/Weight | Vesting |
|---|---|---|---|---|
| RSUs (inducement) | ~$6.25 million grant date fair value; share count bounded between 1,250,000–1,400,000 RSUs, sized off 30‑day average price pre‑start . | N/A | N/A | Time‑based in three equal annual installments from 8/4/2025 (anticipated vest dates: 8/4/2026, 8/4/2027, 8/4/2028) . |
| PSAs (inducement) | ~$6.25 million target grant value; 1,250,000–1,400,000 target PSAs (30‑day pricing) . | Revenue; Adjusted EBITDA Margin | Three‑year program with relative weighting 20% (2025), 40% (2026), 40% (2027); 2025 goals modified for truncated year; formula generally consistent with employee PSA design . | Cliff vest at end of three‑year period, subject to performance and service (change‑in‑control/termination exceptions per award agreements) . |
| 2025 cash bonus reference (company plan) | N/A | Adjusted EBITDA (60%); Net New Business (40%) | Annual (2025) . | Payout timing per plan; Thakral’s 2025 target prorated . |
Notes:
- Fortrea’s 2024 PSAs for other NEOs used revenue and Adjusted EBITDA margin with a relative TSR modifier; the framework indicates emphasis on profitable growth alignment which is directionally consistent with Thakral’s inducement PSAs .
Equity Ownership & Alignment
| Topic | Details |
|---|---|
| Stock ownership guideline | CEO required to hold shares equal to 6x base salary; 50% post‑tax retention of vested shares until guideline met . |
| Pledging/hedging | Prohibited by Insider Trading Policy (no margin accounts, pledging, collars, forwards, hedging) . |
| Clawback | Dodd‑Frank/Nasdaq‑compliant clawback for Section 16 officers for restatements; separate broader misconduct recoupment policy . |
| Initial equity footprint | Inducement RSUs and PSAs targeted at ~$12.5 million aggregate fair value (split 50/50), with 1.25–1.4 million shares for each instrument depending on 30‑day average price prior to start . |
| Vested vs unvested | RSUs vest 1/3 annually over three years; PSAs vest at end of three‑year performance period; subject to award terms for CIC/termination . |
| Ownership as % of shares outstanding | Not disclosed as of appointment announcement; no Form 3/4 data included in reviewed filings . |
Insider selling pressure signals:
- Annual RSU vesting tranches expected near 8/4/2026, 8/4/2027, and 8/4/2028 may create episodic supply; PSA cliff in 2028 concentrates potential supply subject to performance outcomes .
Employment Terms
| Term | Details |
|---|---|
| Start date | August 4, 2025 (President & CEO; director appointment effective the same date) . |
| Bonus plan participation | Target 150% of salary; 2025 prorated; MDCC‑set goals under the Omnibus Incentive Plan . |
| Long‑term incentive cadence | Inducement equity at start (above); first regular annual grant will occur in 2027 grant cycle at $2.5 million target grant date FV; subsequent annual LTIs targeted at ≥75th percentile of peer group (50% RSUs/50% PSAs) . |
| Severance / Change‑in‑Control | CEO added to Fortrea Master Senior Executive Severance Plan effective 8/4/2025; plan provides for cash severance equal to 1x salary + 1x target bonus upon qualifying termination, or 2x those amounts if within 24 months post‑change‑in‑control; ancillary COBRA/benefit terms per plan; no excise tax gross‑ups . |
| Equity treatment on CIC | Plan and award agreements provide double‑trigger acceleration if awards are assumed/substituted (i.e., accelerated vesting upon qualifying termination in connection with CIC) . |
| Non‑compete / non‑solicit | Not specified in the June 11, 2025 Offer Letter summary; no additional restrictive covenant disclosures for Thakral in reviewed filings . |
Board Governance (Director Service, Committees, Independence)
- Board seat: Appointed Class III director effective August 4, 2025; term expires at 2026 Annual Meeting; as CEO, he will not be considered independent under Nasdaq rules .
- Board leadership/dual‑role: Chairman role remains with Peter M. Neupert; separation of Chair/CEO mitigates combined‑role governance risk present earlier in 2025 when CEO also served as Chair .
- Committee roles: None disclosed for Thakral; executives typically do not serve on Board committees; 2024 committees comprised solely of independent directors .
- Board process/attendance reference: In 2024, the Board met 10 times; all directors attended 100% of Board and committee meetings; non‑employee directors held executive sessions at each meeting .
Performance & Track Record
- Mandate and focus: Will “execute the Company’s transformation plan” and sharpen focus on profitable growth and customer engagement, leveraging CRO commercial and BD expertise .
- Company KPIs pre‑hire (context): 2024 revenue $2,696.4m (at low end of revised target), Adjusted EBITDA $202.5m (below revised target), TTM book‑to‑bill 1.16x, backlog $7,699m; 2024 bonus plan paid out at 36% for NEOs due to underperformance on Adjusted EBITDA and Net New Business but above‑target TSA exit execution .
Say‑on‑Pay & Shareholder Feedback (2025)
| Item | Result |
|---|---|
| 2025 Say‑on‑Pay | For: 68,050,281; Against: 3,302,818; Abstain: 182,520; Broker Non‑Votes: 11,353,040 . |
| A&R Omnibus Incentive Plan approval | For: 67,787,664; Against: 3,586,743; Abstain: 161,212; Broker Non‑Votes: 11,353,040 . |
| A&R Omnibus Incentive Plan (features) | +6,500,000 shares; minimum vesting; no dividends until vest; no liberal share recycling for full‑value awards . |
Compensation Peer Group & Benchmarking
- 2024 peer group (17 companies) used for benchmarking by MDCC (e.g., IQVIA, Medpace, Charles River, Catalent, etc.), advised by Pay Governance; future CEO annual grants targeted at least at the 75th percentile of the peer group .
Risk Indicators & Red Flags
- Large inducement equity creates near‑term dilution/overhang; A&R plan adds 6.5 million shares to the pool .
- Strong governance mitigants: Chair/CEO separation; independent committees; robust clawback; no hedging/pledging; double‑trigger CIC; no excise tax gross‑ups .
- Activism context: Board settlement with Starboard (appointed Erin L. Russell; potential further designation rights under ownership threshold/standstill) underscores focus on value creation and governance scrutiny .
Investment Implications
- Pay‑for‑performance alignment: 50% PSA / 50% RSU inducement and bonus metrics (Adjusted EBITDA, Net New Business) tilt incentives toward profitable growth and bookings momentum—key CRO levers likely to influence estimate revisions and multiple re‑rating if execution improves .
- Retention and supply dynamics: Three‑year RSU vesting and PSA cliff in 2028 concentrate potential selling windows; watch Form 4s near August anniversaries for selling pressure and liquidity impacts .
- Governance quality: Separation of Chair/CEO, independent committee oversight, and robust clawback/anti‑pledging policies reduce governance risk and support long‑term investor confidence .
- Execution watch‑list: 2024 shortfalls on Adjusted EBITDA and net new business set a low base; PSA goals on revenue and margin provide clear scorecard for evaluating Thakral’s tenure; monitor backlog quality, book‑to‑bill, and EBITDA margin expansion against PSA calibration .
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