Edward Pesicka
About Edward Pesicka
Edward Pesicka (age 58) is an independent Class I director at Fortrea, serving since June 29, 2023. He is President and CEO and a director of Owens & Minor, Inc., with prior senior roles at Thermo Fisher Scientific (Chief Commercial Officer/SVP), TRW (finance), and PricewaterhouseCoopers (auditor). He holds a BA in Business Administration from Muskingum College and an MBA from Case Western Reserve University’s Weatherhead School of Management . Fortrea confirms all directors other than the CEO are independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Owens & Minor, Inc. | President & CEO; Director | Mar 2019–present | Leads global healthcare solutions company; board service |
| Thermo Fisher Scientific | Chief Commercial Officer; SVP | 2014–2015 | Commercial leadership; global scale |
| TRW Inc. | Finance roles | ~8 years | Corporate finance experience |
| PricewaterhouseCoopers | Auditor | ~3 years | Audit/assurance foundation |
External Roles
| Company | Exchange/Status | Role | Since | Committee Roles (if disclosed) |
|---|---|---|---|---|
| Owens & Minor, Inc. | Public (NYSE: OMI) | President & CEO; Director | Mar 2019 | Not disclosed in FTRE proxy |
Board Governance
- Independence: Independent director (Nasdaq standard) .
- Committee assignments: Audit Committee (member; designated audit committee financial expert); Management Development & Compensation Committee (member) .
- Chair roles: None (Audit Chair is David Smith; MDCC Chair is Dr. Amrit Ray; NCGCC Chair is Peter Neupert) .
- Attendance and engagement: Board met 10 times in 2024; all directors attended all Board meetings and 100% of their committee meetings; non‑employee directors attended all executive sessions . Audit met 7 times; MDCC met 6; NCGCC met 4; each member attended all meetings .
- Lead Independent Director: Peter M. Neupert (elected Feb 2025) .
| Governance Item | Detail | Source |
|---|---|---|
| Independence | Independent (Nasdaq) | |
| Audit Committee | Member; Audit Committee Financial Expert | |
| MDCC | Member | |
| Meeting Attendance (2024) | 100% Board and committees | |
| Lead Independent Director | Peter M. Neupert |
Fixed Compensation
| Year | Cash Retainer | Committee Chair/Lead Fees | Equity (RSUs grant-date value) | Total |
|---|---|---|---|---|
| 2024 | $90,000 | $0 (not a chair/lead) | $210,000 (RSUs; one-year vest) | $300,000 |
Program structure: Non‑employee directors receive a $90,000 cash retainer and annual RSUs with $210,000 grant-date fair value (one-year vest); Lead Independent Director +$40,000; Audit Chair +$25,000; MDCC/NCGCC Chairs +$20,000 .
Performance Compensation
Directors do not receive performance‑based equity; annual grants are time‑vested RSUs.
| Component | Metrics | Vesting | Notes |
|---|---|---|---|
| Annual RSUs | None (time‑vested) | One‑year vest | No options; no performance metrics disclosed for directors |
Other Directorships & Interlocks
| External Board | Sector Overlap | Potential Interlock/Conflict Considerations |
|---|---|---|
| Owens & Minor, Inc. | Healthcare distribution/logistics vs. FTRE CRO | No related‑party transactions disclosed; Audit Committee reviews/approves any related party transactions under formal policy . Independence affirmed under Nasdaq . |
Expertise & Qualifications
- Board skills matrix indicates Pesicka brings CFO experience, Finance/Accounting, M&A, Risk Management, International Business, and Healthcare/Drug Development expertise .
- Designated audit committee financial expert (SEC definition) .
- Education: BA (Muskingum College); MBA (Case Western Reserve University) .
| Skill/Attribute | Evidence |
|---|---|
| CFO/Finance/Accounting | Board matrix; prior finance roles; audit background |
| M&A, Risk, International | Board matrix |
| Healthcare/Drug Development | Board matrix; industry leadership |
| Audit Committee Financial Expert | Committee disclosure |
Equity Ownership
| Holder | Common Stock Beneficially Owned | % of Outstanding | RSUs scheduled to vest (≤60 days of 4/17/25) | Notes |
|---|---|---|---|---|
| Edward Pesicka | 13,636 shares | <1% (as reported) | 7,282 RSUs | Additional unvested director RSUs outstanding per program |
Policy alignment:
- Insider Trading Policy prohibits pledging and hedging of Fortrea securities; directors, officers, and employees are covered . Strong compensation policies also reiterate no hedging/pledging .
Governance Assessment
- Board effectiveness: Pesicka’s dual financial and operational background plus audit committee financial expert designation strengthens Audit oversight; his MDCC role adds compensation governance perspective .
- Independence & attendance: Independence affirmed, with perfect 2024 attendance—positive signal for engagement and reliability .
- Compensation & alignment: Director pay is balanced between cash retainer and time‑vested RSUs; no options; director equity vests in one year, improving alignment without encouraging excessive risk .
- Conflicts/related‑party exposure: Despite being CEO/director at Owens & Minor, the proxy discloses no related‑party transactions; formal policy requires Audit Committee review/approval of any such transactions; overall conflict risk appears managed under Nasdaq independence standards and policy oversight .
- RED FLAGS: None disclosed specific to Pesicka. Company policies prohibit hedging/pledging; no related‑party transactions reported; full attendance mitigates governance concerns .