Peter Neupert

About Peter M. Neupert

Independent director and Lead Independent Director (elected February 2025), age 69, serving on Fortrea’s Board since June 29, 2023. Background spans technology and healthcare: Corporate VP at Microsoft’s Health Solutions Group (2005–2012), CEO/Chairman of drugstore.com (from 1998), and prior Microsoft News & Publishing VP; current public company director at Labcorp and Adaptive Biotechnologies. Education: BA in Philosophy (Colorado College) and MBA (Tuck School of Business, Dartmouth). Tenure on FTRE Board: ~2.5 years; designated as a Nasdaq “independent” director .

Past Roles

External Roles

Board Governance

• Independence: All directors other than the CEO are independent; Neupert is independent under Nasdaq rules .
• Lead Independent Director: Elected February 2025; responsibilities include presiding at executive sessions, liaising with Chair/stockholders, advising on agendas, and coordinating independent directors .
• Committee assignments and expertise:
  • Nominating, Corporate Governance & Compliance Committee: Chair
  • Audit Committee: Member; designated “audit committee financial expert”
  • Attendance: Board met 10 times in 2024; all directors attended all Board and committee meetings; Audit Committee met 7 times; NCGCC met 4 times; every member had 100% attendance .

Fixed Compensation

Performance Compensation

• Non-employee director compensation is structured as cash retainer plus RSUs; no performance-conditioned director equity (PSUs/TSR-linked) disclosed for directors; RSUs vest over one year .
• No meeting fees; additional retainers for Lead Independent (+$40,000), Audit Chair (+$25,000), NCGCC/MDCC Chair (+$20,000) per program design .

Other Directorships & Interlocks

• Interlocks: Concurrent service on Labcorp’s board while Fortrea has post-spin agreements with Labcorp (TSA, Tax Matters, Employee Matters Agreements). Related-party transactions must be reviewed/approved by FTRE’s Audit Committee; directors recuse if related .
• Activism context: Starboard Value agreement added Erin L. Russell to the Board in March 2025; Board capped at ≤9 directors without Starboard consent; potential future Starboard appointee under conditions .

Expertise & Qualifications

• Skills matrix highlights for Neupert: General Management & Operations, CEO experience, Technology, Finance/Accounting, M&A, Risk Management, International Business, Healthcare/Drug Development .
• Audit committee financial expert designation underscores capital markets and reporting acumen .

Equity Ownership

• Hedging/pledging: Company Insider Trading Policy prohibits pledging and hedging; no margin accounts; enhances alignment .

Governance Assessment

• Strengths:

  • Lead Independent Director role enhances oversight and independent board leadership .
  • Chair of NCGCC and Audit member with “financial expert” designation; strong governance and compliance oversight .
  • Perfect attendance; Board and committees functioning with high engagement (10 Board meetings; 7 Audit; 4 NCGCC; 100% attendance) .
  • Shareholder alignment policies (no hedging/pledging; robust governance charters) .
  • 2024 Say-on-Pay approval >91%, indicating investor support for compensation framework .

• Potential Conflicts / RED FLAGS:

  • Labcorp interlock: Serving on Labcorp’s board while FTRE maintains post-spin agreements could create perceived conflicts; mitigants include formal related-party transaction policy, Audit Committee pre-approval, and director recusal requirements .
  • Financial reporting restatement: 2024 audit included restatement-related fees and errors correction (goodwill impairment, revenue, accruals, depreciation). While management/clawback analysis found no recoverable incentive comp for 2023, restatement is a governance signal requiring sustained Audit Committee vigilance .
  • Activist agreement (Starboard): Governance dynamics and potential future board changes require careful LID stewardship to balance shareholder interests and strategic continuity .

• Director Compensation Alignment:

  • Mix of $110k cash + $210k RSUs (2024) aligns with market and provides equity exposure; RSU-only equity without performance conditions is common for directors but lacks explicit performance linkage; vesting and ownership expectations provide alignment .

• Attendance & Engagement:

  • Documented 100% attendance; executive sessions held without management; directors expected to attend annual meeting (met in 2024) — supports engagement quality .

• Policy Safeguards:

  • Related-party transactions governed by Audit Committee with director recusal .
  • Strong insider trading and anti-hedging/pledging policy .
  • Board leadership structure regularly reviewed; LID in place while Chair=CEO .