Machelle Sanders
About Machelle Sanders
Machelle Sanders, 61, is an independent director of Fortrea Holdings Inc. (FTRE), appointed May 14, 2024. She brings 30+ years of pharma/biotech experience, including service as North Carolina Secretary of Commerce (Feb 2021–Jan 2025) and earlier as Secretary of the NC Department of Administration (Jan 2017–Feb 2021), with prior operational leadership roles at Biogen, Purdue Pharma, and AkzoNobel. She holds a BS in Biochemistry (NC State) and an MHA (Pfeiffer University) . She is currently nominated as a Class II director for a term to the 2028 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of North Carolina | Secretary of Commerce | Feb 2021–Jan 2025 | Led statewide economic development efforts |
| State of North Carolina | Secretary, Department of Administration | Jan 2017–Feb 2021 | Oversaw statewide administrative functions |
| Biogen, Inc. | Pharma Operations & Technology leadership (MS franchise) | Not specified (most recent in private sector) | Responsible for operations/technology strategy for MS franchise |
| Purdue Pharma; AkzoNobel | Quality assurance / manufacturing operations roles | Not specified | Progressive operational responsibilities |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| BioCryst Pharmaceuticals, Inc. | Director | Since Feb 2022 | Science; Compensation |
| Novan, Inc. | Director | 2017–Apr 2024 | Not disclosed |
| Radius Health, Inc. | Director | 2021–Aug 2022 | Not disclosed |
Board Governance
| Item | Detail |
|---|---|
| Committee memberships | Management Development & Compensation Committee (MDCC); Nominating, Corporate Governance & Compliance Committee (NCGCC) |
| Committee chair roles | None (MDCC Chair: Amrit Ray; NCGCC Chair: Peter M. Neupert) |
| Independence | Independent under Nasdaq rules; only CEO Thomas Pike is non-independent |
| Attendance | 2024: Board held 10 meetings; all directors attended all Board and their committee meetings; all non-employee directors attended all executive sessions |
| Board classification | Class II; nominated for term expiring at 2028 meeting (declassification beginning in 2028) |
| Lead Independent Director | Peter M. Neupert (elected Feb 2025) |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $67,500 | Prorated due to appointment on May 14, 2024; standard non-employee director retainer is $90,000 |
| RSU grant (annual) | $210,000 grant-date fair value | RSUs subject to one-year vesting; no dividends paid until vesting (plan feature) |
| Committee chair/lead fees | $0 | Lead Independent Director +$40,000; Audit Chair +$25,000; NCGCC/MDCC Chairs +$20,000 (Sanders is not a chair) |
Performance Compensation
Directors do not receive performance-conditioned equity; annual RSUs are time-based, with minimum one-year vesting and dividends deferred until vesting (no payment on unvested awards) .
| Performance Metric | Applies to Director Pay? | Detail |
|---|---|---|
| TSR / EBITDA / Revenue targets | No | Those metrics apply to executive PSAs, not to director compensation |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation committee interlocks | None in 2024; MDCC members (including Sanders) were not officers; no reciprocal interlocks disclosed |
| Related party transactions | Company has a formal related party transactions policy; no specific related person transactions disclosed involving Sanders |
Expertise & Qualifications
- Domain expertise: Quality & Regulatory; Science & Medicine; Human Resources; Spin experience; International business; Healthcare/Drug Development (as reflected in Board skills matrix) .
- Operational track record in biopharma manufacturing/technology (Biogen MS franchise) .
- Public company governance experience (BioCryst board; prior Novan, Radius Health) including service on compensation and science committees .
Equity Ownership
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 7,282 (includes RSUs vesting within 60 days of April 17, 2025) |
| Ownership % of outstanding shares | Less than 1% (90,540,317 shares outstanding as of April 17, 2025) |
| Pledged/hedged shares | Hedging or pledging prohibited by Insider Trading Policy |
Governance Assessment
- Board effectiveness: Independent director with deep operational and regulatory background enhances MDCC/NCGCC oversight; full attendance supports engagement quality .
- Ownership alignment: Standard director mix (cash + RSUs) with one-year vesting and dividend deferral improves alignment; dividends not paid on unvested awards; non-employee director comp capped annually ($600k, with limited exceptions) .
- Conflicts/related-party risk: No related-party transactions disclosed; compensation committee interlocks absent; Insider Trading Policy bans hedging/pledging, reducing misalignment risk .
- Signals: Addition in 2024 broadens Board’s operations/regulatory bench amid post‑spin transformation; ongoing activist engagement (Starboard) reshaped the Board in 2025 (context, not specific to Sanders), reinforcing focus on governance discipline .