David Smith
About David Smith
David Smith (age 59) is an independent Class I director of Fortrea Holdings Inc. since June 15, 2023. He is a seasoned CFO and audit committee financial expert with 25+ years in pharmaceuticals and CROs, including CFO of Charles River Laboratories; he is a UK Chartered Accountant with a BSc (Hons) in Molecular Biophysics from the University of Leeds .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Charles River Laboratories International, Inc. | EVP & Chief Financial Officer | Aug 2015 – May 2022 | Oversaw finance and discovery services; company entered S&P 500 in May 2021 |
| Charles River (Galapagos Services Division) | Corporate VP; Senior VP, Discovery Services | Apr 2014 – Feb 2015; promoted Feb 2015 | Managed Discovery Services post-acquisition |
| Galapagos NV (Services Division) | Chief Executive Officer (division) | Pre-Apr 2014 (acquired into CRL) | Led division until carve-out sale |
| Cambridge University Hospitals (UK) | Chief Financial Officer | Not disclosed | NHS hospital finance leadership |
| AstraZeneca (NL/HU/SE/UK) | Management roles incl. R&D leadership | Not disclosed | Pipeline decision support across R&D |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public-company directorships disclosed for Smith |
Board Governance
- Independence: All current directors other than CEO Thomas Pike are Nasdaq “independent”; Smith is independent .
- Board structure: Classified board through 2027; declassification at 2028 meeting (current Class I term expires 2027) .
- Lead Independent Director: Peter M. Neupert (appointed Feb 2025) .
- Committees and roles:
- Audit Committee: Chair – David Smith; members Neupert, Pesicka; all are audit committee financial experts .
- MDCC (Management Development & Compensation Committee): Members – Ray (Chair), Pesicka, Sanders, Smith .
- NCGCC (Nominating, Corporate Governance & Compliance): Members – Neupert (Chair), Ray, Sanders .
- Attendance and engagement:
- Board met 10 times in FY2024; all directors attended 100% of Board and committee meetings; all non-employee directors attended all executive sessions; all directors attended the annual meeting .
- Committee meetings FY2024: Audit 7; MDCC 6; NCGCC 4 (all members 100% attendance) .
- Cybersecurity oversight: Audit Committee oversees cybersecurity; CISO reports quarterly .
- Shareholder engagement: ~410 investment meetings in 2024; outreach to holders of >75% of shares; Starboard agreement added Erin L. Russell to Board and permits one additional appointee under conditions and caps board size ≤9 without Starboard consent .
Fixed Compensation
| Component | Program Terms | FY2024 Actual (Smith) |
|---|---|---|
| Annual cash retainer | $90,000 for non-employee directors | $115,000 (retainer + Audit Chair fee) |
| Committee chair fees | Audit Chair $25,000; NCGCC Chair $20,000; MDCC Chair $20,000; Lead Independent Director $40,000 | Included (Audit Chair) |
| Meeting fees | Not disclosed/none stated | Not disclosed/none stated |
Performance Compensation
| Equity Component | Grant Value | Vesting | Notes |
|---|---|---|---|
| Annual RSUs (Director) | $210,000 (grant-date fair value) | One-year vesting requirement | No dividends/DEs paid until vest under A&R Incentive Plan |
Directors do not receive stock options; equity is delivered as full-value RSUs subject to minimum vesting and no dividend payment until vesting .
Other Directorships & Interlocks
| Company | Role | Dates | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No current public-company boards listed for Smith; primary external affiliation history is prior CFO roles (not directorships) . |
Expertise & Qualifications
- Audit committee financial expert; deep finance/accounting expertise .
- CFO experience at a leading CRO; M&A, risk management, international operations .
- Scientific literacy (Molecular Biophysics); pharma/R&D exposure through AstraZeneca and CRL .
- Spin experience relevant to Fortrea’s 2023 separation from Labcorp .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| David Smith | 11,729 | ~0.013% (11,729 / 90,540,317) | Includes 7,282 RSUs vesting within 60 days of 4/17/2025 |
- Insider trading/pledging policy: Hedging and pledging of Fortrea stock are prohibited under the Insider Trading Policy .
Governance Assessment
- Strengths:
- Experienced audit chair with CFO background; audit committee comprised entirely of financial experts .
- Full independence and perfect attendance; strong committee activity and executive sessions .
- Shareholder-favorable equity plan provisions (minimum vesting, no liberal share recycling, dividends only upon vesting) .
- Robust clawback policy adopted; misconduct recoupment policy also in place .
- Watch items / potential red flags:
- Financial statement restatement drove higher audit fees in 2024; as Audit Chair, Smith oversees remediation (Audit fees: $3.10M in 2023 vs $4.80M in 2024; restatement noted) .
- Classified board until 2028 may slow governance change despite declassification plan .
- Activist settlement with Starboard (board appointment rights within standstill period); monitor for influence on committee composition and strategy .
- A&R Incentive Plan would increase overhang to ~17.8% if approved, raising dilution risk for shareholders .
Context table: Auditor fees and restatement
| Metric | FY2023 | FY2024 |
|---|---|---|
| Audit Fees ($) | $3,098,273 | $4,796,570 (includes restatement-related fees) |
| All Other Fees ($) | $26,895 | $122,000 |
| Restatement reference | — | Historical financials restated in 2024 |
Additional governance signals
- Board leadership combined (CEO/Chair); mitigated by Lead Independent Director role instituted in 2025 .
- Say-on-pay approval in 2024 was >91%, suggesting general investor support for compensation framework .
Overall, Smith’s finance expertise, independence, and committee leadership are positives for board effectiveness. Investors should monitor remediation progress post-restatement, dynamics from the Starboard agreement, dilution implications of the A&R Incentive Plan, and declassification timing for alignment with best-practice governance .