Mark Morais
About Mark Morais
Mark Morais, age 49, serves as Fortrea’s Chief Operating Officer and President, Clinical Services, since the Spin; previously he led Clinical Services and Commercial Solutions at Labcorp Drug Development and held senior roles at Covance and Quintiles, and he holds a B.S. from North Carolina State University . His compensation is explicitly tied to pay‑for‑performance with annual bonuses and PSAs linked to Adjusted EBITDA, net new business, revenue, Adjusted EBITDA margin, and a three‑year relative TSR modifier; for 2024, bonuses were paid entirely in RSUs and the business performance factor was 36% as financial objectives were missed while TSA exits were achieved above target . As of April 17, 2025, Morais beneficially owned 49,679 shares (<1%), including 11,007 RSUs scheduled to vest within 60 days, and was in compliance with Fortrea’s stock ownership guidelines that require other NEOs to hold 3x annual base salary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Labcorp Drug Development | President, Clinical Services and Commercial Solutions | Sep 2020–Oct 2022 | Led clinical services/commercial solutions portfolio |
| Labcorp Drug Development | Chief Operating Officer and President, Clinical Development and Commercialization Services | Oct 2022–Spin | Operational leadership across clinical development/commercialization |
| Covance (Labcorp) | SVP, Strategic Deal Development, Enterprise Client Solutions & Alliance Management | May 2018–Sep 2020 | Enterprise client solutions, alliance management, strategic deal development |
| Covance (Labcorp) | VP, Strategic Deal Development & Pricing | Jun 2017–May 2018 | Pricing and deal structuring |
| Quintiles | Various positions of increasing responsibility | Apr 2001–2017 | Clinical CRO leadership roles |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $413,800 | $456,900 | $503,846 |
| Bonus ($) | $0 | $200,000 | $0 (paid as equity) |
| Non‑Equity Incentive Plan ($) | $96,111 | $62,658 | $0 |
| Stock Awards ($) | $358,899 | $2,497,701 | $819,671 |
| All Other Compensation ($) | $27,541 | $12,914 | $13,244 |
| Total ($) | $896,351 | $3,230,173 | $1,336,761 |
| 2024 Bonus Plan Parameter | Value |
|---|---|
| Target Bonus (% of Base) | 85% |
| Business Performance Factor | 36% |
| Payout Form | RSUs vesting at 6 and 18 months |
Performance Compensation
| 2024 Annual Bonus Metric | Weighting | Target | Actual | Payout Contribution | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | $260 million (original threshold) | Not achieved | 0% | RSUs at 6 & 18 months |
| Net New Business | 40% | $3.2 billion (original threshold) | Not achieved | 0% | RSUs at 6 & 18 months |
| TSA Exit & TSA Cost Elimination | 20% | Achieve both components | Achieved above target | 36% overall factor (180% of target on TSA component) | RSUs at 6 & 18 months |
| 2024 LTI Grants (3/13/2024) | Threshold | Target | Maximum | Vesting/Measurement |
|---|---|---|---|---|
| PSAs (shares) | 1,908 | 3,815 | 7,630 | Three one‑year periods on revenue & Adjusted EBITDA margin; three‑year relative TSR modifier; grant dates set as performance goals approved |
| RSUs (shares) | — | 12,851 | — | Time‑vested; ratable over three years starting on first anniversary |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 4/17/2025) | 49,679 shares; <1% of outstanding |
| RSUs vesting within 60 days (as of 4/17/2025) | 11,007 RSUs |
| RSUs scheduled to vest after 60 days | 122,287 RSUs |
| Outstanding RSUs at FY‑end 12/31/2024 | 4,511 ($84,130), 22,013 ($410,542), 22,625 ($421,956), 12,851 ($239,671) market values at $18.65/share |
| Outstanding PSAs at FY‑end 12/31/2024 | 10,175 (target) ($189,764); 3,815 (target) ($71,150) |
| Ownership Guidelines | Other NEOs: 3x annual base salary; must hold 50% of net shares until compliant |
| Compliance Status (12/31/2024) | Each NEO in compliance |
| Hedging/Pledging | Prohibited (no margin accounts, no pledging; hedging banned) |
Employment Terms
| Scenario (12/31/2024 assumptions, $18.65/share) | Base Salary ($) | Bonus Plan ($) | RSUs ($) | PSAs ($) | Health & Welfare ($) | Total ($) |
|---|---|---|---|---|---|---|
| Involuntary Not for Cause or Good Reason | 500,000 | 425,000 | 560,771 | 248,095 | 21,835 | 1,755,701 |
| Change‑in‑Control (with qualifying termination) | 1,000,000 | 850,000 | 1,178,867 | 453,680 | 21,835 | 3,504,381 |
| Disability | — | — | 1,178,867 | 453,680 | 400,000 | 2,032,546 |
| Death | — | — | 1,178,867 | 453,680 | 1,000,000 | 2,632,546 |
- Change‑in‑control treatment is double‑trigger for equity; no single‑trigger arrangements; no excise tax gross‑ups; and no income tax gross‑ups on perquisites .
- Clawback policy compliant with Dodd‑Frank Sec. 954; broader misconduct recoupment also adopted .
- Nonqualified Deferred Compensation: contributed $15,000 in last fiscal year; aggregate balance $164,728; aggregate earnings $30,199 .
Investment Implications
- Pay‑for‑performance discipline: 2024 bonus funded at 36% due to missed Adjusted EBITDA and net new business targets, while TSA exits exceeded targets; PSAs include revenue, Adjusted EBITDA margin, and relative TSR—aligning payouts with multi‑year operational and shareholder returns .
- Near‑term vesting/supply overhang: 11,007 RSUs scheduled to vest within 60 days of April 17, 2025 plus bonus RSUs vesting at 6 and 18 months may create episodic selling pressure depending on net‑share settlements and personal diversification needs (pledging/hedging prohibited) .
- Alignment and retention: Compliance with 3x salary ownership guideline and significant unvested RSUs/PSAs support alignment and retention; change‑in‑control economics are double‑trigger with defined cash and equity acceleration amounts and no gross‑ups, which limits windfalls while providing downside protection .
- Governance sentiment: Say‑on‑pay passed with over 91% approval at the 2024 meeting, suggesting investor support for the program design despite below‑target payouts, though continued underperformance vs. financial targets could pressure future equity award sizing .