Erin Russell
About Erin L. Russell
Independent director (age 51) appointed March 7, 2025; finance and healthcare background with 16 years as a principal at Vestar Capital Partners, and current public-company directorships at Modivcare (since Feb 2025), eHealth (since Jul 2021), and Kadant (since Jan 2019). Education: B.S. in Commerce (Accounting) from UVA’s McIntire School and MBA from Harvard Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vestar Capital Partners, L.P. | Principal | 16 years (dates not specified) | Private equity investing across healthcare; M&A and operations exposure |
| Starboard Value Acquisition Corp. | Industry Advisor | Aug 2020 – Aug 2021 | Strategic evaluation for SPAC; advisory capacity |
| Tivity Health Inc. | Director (prior) | Not disclosed | Board experience in payer/provider-adjacent healthcare |
| DeVilbiss Healthcare LLC | Director (prior) | Not disclosed | Medical devices governance |
| DynaVox Inc. | Director (prior) | Not disclosed | Assistive technology governance |
| 21st Century Oncology Inc. | Director (prior) | Not disclosed | Cancer care governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Modivcare (MODV) | Director | Since Feb 2025 | Technology-enabled healthcare services oversight |
| eHealth, Inc. (EHTH) | Director | Since Jul 2021 | Online health insurance marketplace governance |
| Kadant Inc. (KAI) | Director | Since Jan 2019 | Industrial/engineered systems experience |
| St. Thomas Aquinas Catholic School | Board Chair | Since Jun 2018 | Non-profit leadership |
| UVA McIntire School of Commerce | Advisory Board Chair | Since Jun 2016 | Academic advisory leadership |
| UVA Jefferson Scholars Foundation | Advisory Board Member | Since Apr 2008 | Academic advisory leadership |
Board Governance
- Class II director; nominated for election to a term expiring at the 2028 Annual Meeting. Board moving to declassification at 2028 Annual Meeting .
- Independence: Board determined Erin qualifies as an “independent director” under Nasdaq listing standards and SEC rules .
- Committee assignments: As of April 28, 2025 proxy, not listed as a member of Audit, MDCC, or Nominating committees; cooperation agreement requires appointment to at least one committee upon her appointment .
- Lead Independent Director: Peter M. Neupert (elected Feb 2025) .
- Attendance: In 2024, all then-serving directors attended 100% of Board and committee meetings (10 Board meetings); Erin joined in 2025 so 2024 attendance does not apply to her .
| Governance Item | Status/Details |
|---|---|
| Independence | Independent (Nasdaq/SEC) |
| Board Class | Class II; up for election to 2028 |
| Committees (current) | None listed as of Apr 28, 2025 |
| Committee expectation | Must be appointed to ≥1 committee per Cooperation Agreement |
| Lead Independent Director | Peter M. Neupert |
| Board size constraint | ≤9 directors during standstill without Starboard consent |
Fixed Compensation
Non-employee director compensation program (unchanged in 2024 and applied by the MDCC; structural elements and limits relevant for 2025):
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | All non-employee directors |
| RSU grant (annual) | $210,000 grant-date fair value | One-year vesting requirement |
| Lead Independent Director fee | $40,000 (cash) | Additional to base retainer |
| Audit Committee Chair fee | $25,000 (cash) | Additional to base retainer |
| MDCC Chair fee | $20,000 (cash) | Additional to base retainer |
| Nominating/Gov/Compliance Chair fee | $20,000 (cash) | Additional to base retainer |
| Director annual compensation cap | $600,000 total value; exceptions up to $750,000 with Board approval | A&R Incentive Plan limit for non-employee directors |
2024 actuals for Erin: $0 cash and $0 RSUs (appointed in 2025; did not receive 2024 director compensation) .
Performance Compensation
- No performance-based director pay is disclosed; equity is delivered in time-vested RSUs (one-year vest). Dividends/dividend equivalents on unvested awards are not paid until vesting and are subject to forfeiture if performance goals apply (directors’ RSUs are time-based) .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| Modivcare (MODV) | Director | Healthcare services; no FTRE-related transactions disclosed |
| eHealth, Inc. (EHTH) | Director | Health insurance marketplace; no FTRE-related transactions disclosed |
| Kadant Inc. (KAI) | Director | Industrial engineered systems; no FTRE-related transactions disclosed |
| Prior healthcare boards (Tivity, DeVilbiss, DynaVox, 21st Century Oncology) | Former Director | Historical experience; no current FTRE transactions disclosed |
Expertise & Qualifications
- Finance/accounting expertise; healthcare services and medical device sector experience; extensive board governance across public and private companies .
- Education: UVA McIntire (Accounting), Harvard MBA .
- M&A and private equity execution experience (Vestar) .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | RSUs (vesting after 60 days from Apr 17, 2025) | Notes |
|---|---|---|---|---|
| Erin L. Russell | 0 | <1% | 23,946 | Footnote (14) indicates RSUs scheduled to vest beyond 60 days; beneficial ownership table as of Apr 17, 2025 |
- Pledging/hedging: Company Insider Trading Policy prohibits pledging or hedging of Fortrea securities for all insiders (including directors) .
Governance Assessment
- Board effectiveness: Erin adds complementary finance and healthcare expertise and multi-board experience; independence affirmed by Board .
- Activist cooperation: Appointment arose from a cooperation agreement with Starboard (5.4% holder), including standstill, voting commitments, Board size cap, and right for Starboard to appoint an employee director beginning Aug 10, 2025 if minimum ownership maintained; Erin herself is the “Independent Appointee.” This structure offers near-term stability but introduces an activist-linked governance dynamic that warrants monitoring .
- Committee work: As of the proxy date, Erin was not yet assigned to a standing committee; Cooperation Agreement requires committee appointment—investors should track her eventual committee placement (Audit/MDCC/NCGCC) for impact on oversight .
- Ownership alignment: No current beneficial share ownership reported; holding of 23,946 unvested RSUs provides some equity alignment; company prohibits pledging/hedging .
- Related-party transactions and conflicts: No related-party transactions involving Erin disclosed; the company maintains a formal related-person policy overseen by the Audit Committee . Her prior advisory role to Starboard’s SPAC (2020–2021) is a reputational tie but Board has determined independence; monitor for actual conflicts (none disclosed) .
- Say-on-pay signal: 2024 say-on-pay approval >91% indicates broad investor support for MDCC’s pay-for-performance framework—positive governance backdrop during activist engagement .
RED FLAGS to monitor: activist board rights and potential second Starboard appointee, timing and substance of Erin’s committee assignment, and any future related-party interactions; no current attendance record for Erin given 2025 start, and minimal disclosed beneficial ownership (offset partially by RSUs) .