Jill McConnell
About Jill McConnell
Jill McConnell is Chief Financial Officer of Fortrea and has served in this role since the company’s spin from Labcorp on June 30, 2023; she is 51, holds a BA from Gettysburg College and an MBA in Health & Medical Services from Saint Joseph’s University . Her incentive programs tie pay to company performance via annual Adjusted EBITDA and long-term metrics including revenue growth, Adjusted EBITDA margin, and relative TSR versus the S&P 1500 Healthcare index . Fortrea applies robust governance: clawbacks aligned to SEC/Nasdaq rules, strict prohibitions on pledging/hedging, double‑trigger change‑in‑control equity vesting, and stock ownership guidelines requiring 3x salary for NEOs; management disclosed all NEOs were in compliance as of December 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Fortrea | Chief Financial Officer | Since Spin (June 30, 2023) | Executive finance leadership post‑spin |
| Labcorp Drug Development Segment | Chief Financial Officer | 2018–2023 | Led finance for Drug Development segment |
| GSK – ViiV Healthcare division | SVP & CFO | Approx. 20 years prior to 2018 | Senior finance leadership in HIV therapeutics |
| GSK – US Pharmaceuticals division | VP & Head of Finance | Approx. 20 years prior to 2018 | Finance leadership in US Pharma operations |
External Roles
| Organization | Role | Years |
|---|---|---|
| None disclosed in proxy statements | — | — |
Fixed Compensation
Multi‑year compensation summary (amounts reflect compensation attributable to services performed in each year):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 411,215 | 455,607 | 503,846 |
| Bonus ($) | 0 | 200,000 | 0 |
| Stock Awards ($) | 460,682 | 2,343,409 | 819,671 |
| Option Awards ($) | 0 | 0 | 0 |
| Non‑Equity Incentive Plan Compensation ($) | 174,355 | 62,266 | 0 |
| All Other Compensation ($) | 29,557 | 17,513 | 17,513 |
| Total ($) | 1,075,809 | 3,078,795 | 1,342,017 |
Base salary and target bonus structure:
| Period | Base Salary ($) | Bonus Target (% of Base) | Notes |
|---|---|---|---|
| Jan 1–Jun 30, 2023 (pre‑spin) | 411,215 | 50% (Labcorp Bonus Plan) | Target set under Labcorp plan |
| Jul 1–Dec 31, 2023 (post‑spin) | 500,000 | 85% (Fortrea Bonus Plan) | Target increased at spin |
| FY 2024 | 500,000 | 85% (Fortrea Bonus Plan) | No base changes in 2024 |
2023 retention cash award:
| Grant | Amount ($) | Payment Timing |
|---|---|---|
| Spin‑related engagement cash award | 200,000 | 50% ~30 days post‑spin; 50% at six‑month anniversary |
Performance Compensation
Annual bonus outcomes and mechanics:
| Period | Metric | Weighting | Target | Actual | Payout | Vesting/Form |
|---|---|---|---|---|---|---|
| H1 2023 (Labcorp Bonus Plan) | Labcorp enterprise financial metrics | Not disclosed | 50% of base | Business Performance Factor: 61.07%; Individual Modifier: 100% | $62,266 | Cash per normal schedule |
| H2 2023 (Fortrea Bonus Plan) | Adjusted EBITDA (sole metric) | 100% | 85% of base (prorated) | Below target; no payout | $0 | — |
| FY 2024 (Fortrea Bonus Plan) | Fortrea Business Performance Factor | Not disclosed | 85% of base | BPF: 36%; Individual Modifier: 100% | $153,000 | Paid in equity; first 50% vests at 6‑ and 18‑month anniversaries |
Long‑term incentive awards (performance components):
| Award | Grant Date | Metric | Target Units | Threshold/Maximum Units | Notes |
|---|---|---|---|---|---|
| 2024 PSA | 3/13/2024 | Revenue & Adjusted EBITDA margin (3 one‑year periods) + 3‑yr relative TSR vs S&P 1500 Healthcare | 3,815 | 1,908 / 7,630 | Requires TSR thresholds for threshold/target; computed as separate tranches per ASC 718 |
Equity Ownership & Alignment
Beneficial ownership and compliance:
| Date (Record) | Common Stock Beneficially Owned (#) | Ownership % of Outstanding | Compliance with Ownership Guidelines | Pledging/Hedging |
|---|---|---|---|---|
| Mar 20, 2024 | 20,717 | <1% | — | Prohibited by Insider Trading Policy |
| Apr 17, 2025 | 51,474 | <1% | As of Dec 31, 2024, all NEOs in compliance | Prohibited; no margin, pledging, or hedging (e.g., zero‑cost collars, forwards) |
Outstanding equity awards as of Dec 31, 2024 (FMV $18.65/share):
| Grant Date | Type | Unvested/Unearned Units (#) | Market/Payout Value ($) |
|---|---|---|---|
| 2/7/2023 | RSU | 3,372 | 62,888 |
| 2/7/2023 | PSA (target) | 7,613 | 141,982 |
| 6/1/2023 | RSU | 22,013 | 410,542 |
| 8/17/2023 | RSU | 22,625 | 421,956 |
| 3/13/2024 | RSU | 12,851 | 239,671 |
| 3/13/2024 | PSA (target) | 3,815 | 71,150 |
Additional ownership details:
- Unvested RSUs not counted in beneficial ownership: 86,750 as of Mar 20, 2024 .
- Stock ownership guidelines for NEOs: 3x annual base salary; hold‑through requirement of 50% of net shares until guideline met .
- Options: None for Ms. McConnell; no exercisable/unexercisable options reported .
Employment Terms
Severance and change‑in‑control economics (illustrative amounts from proxy tables):
| Scenario | Severance – Base Salary ($) | Severance – Bonus ($) | RSU Value ($) | PSA Value ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary Not for Cause or Good Reason | 500,000 | 425,000 | 1,281,109 | 169,719 | 38,547 | 2,414,375 |
| Change‑in‑Control (double trigger) | 1,000,000 | 850,000 | 3,405,333 | 387,390 | 38,547 | 5,681,270 |
| Disability | — | — | 3,405,333 | 387,390 | 400,000 | 4,192,723 |
| Death | — | — | 3,405,333 | 387,390 | 1,000,000 | 4,792,723 |
Governance terms:
- Clawback: SEC/Nasdaq‑compliant; 2024 MDCC review concluded no recovery required for 2023 compensation (e.g., CEO bonus was guaranteed, not performance‑based) .
- Change‑in‑control vesting: Double trigger under the Omnibus Incentive Plan; no excise tax gross‑ups .
- Insider Trading Policy: prohibits pledging/margin/hedging; timing of awards not coordinated around MNPI; no options granted to NEOs in 2024 .
Vesting Schedules and 2024 Insider Selling Pressure Indicators
Total shares vested and value realized in 2024:
| Executive | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| Jill McConnell | 48,955 | 1,462,388 |
Key 2024 vesting events and prices:
- Mar 4, 2024: Labcorp PSAs (converted to RSUs at Spin) vested at $36.70/share .
- Feb 2, 2024: 2021 Labcorp RSUs vested at $30.54/share .
- Feb 7, 2024: 2023 Labcorp RSUs vested at $31.59/share .
- Jun 3, 2024: Fortrea RSUs (6/1/2023 grant) vested at $24.85/share .
- Aug 19, 2024: Fortrea RSUs (8/17/2023 grant) vested at $22.39/share .
- Dec 31, 2024: 26.81% of 2/11/2022 Labcorp PSAs were earned (vested Mar 12, 2025) valued at $18.65/share as of year‑end .
Performance Compensation – Equity Grants Detail
| Grant Date | Award Type | Shares/Units | Grant Date Fair Value ($) | Vesting / Performance Mechanics |
|---|---|---|---|---|
| 2/7/2023 | PSAs | Target 7,613; range 3,807–15,226 | 282,112 (PSA fair value) | Converted at Spin; Fortrea performance criteria to 12/31/2025 |
| 2/7/2023 | RSUs | 5,052 | 175,557 | Ratable over 3 years |
| 6/1/2023 | RSUs (Engagement Award) | 33,013 | 985,731 | Equal installments on 1st/2nd/3rd anniversaries |
| 8/17/2023 | RSUs (Incremental LTI) | 33,937 | 900,009 | Equal installments on 1st/2nd/3rd anniversaries |
| 3/13/2024 | PSAs | Target 3,815; range 1,908–7,630 | 166,639 (initial tranche under ASC 718) | 3 one‑year revenue/Adj. EBITDA margin + 3‑yr relative TSR; TSR thresholds apply |
| 3/13/2024 | RSUs | 12,851 | 500,032 | Ratable over 3 years |
Investment Implications
- Pay‑for‑performance alignment has tightened: annual bonuses tied to a business performance factor yielded modest payouts (2024 BPF 36% → $153k paid in equity, increasing alignment via hold‑through vesting), while 2023 post‑spin EBITDA metric paid zero due to underperformance .
- Retention risk appears mitigated near‑term by substantial unvested RSUs/PSAs and multi‑tranche vesting ladders across 2023–2024 grants; outstanding units and year‑end marked values indicate ongoing equity overhang that could dampen near‑term selling pressure absent discretionary sales .
- Governance and risk controls are strong: double‑trigger CoC vesting, no excise tax gross‑ups, clawback regime tested in 2024, and strict prohibitions on pledging/hedging reduce alignment concerns and embedded leverage risks .
- Ownership is growing but remains <1%; beneficial holdings increased from 20,717 (Mar 2024) to 51,474 (Apr 2025), with NEOs in compliance with 3x salary ownership guidelines as of year‑end 2024, supporting longer‑term alignment and signaling confidence .