William Sharbaugh
About William Sharbaugh
Independent non-employee director appointed September 22, 2025; brings >30 years of pharma/CRO operating leadership including COO of PPD and senior roles at Bristol‑Myers Squibb and Merck. Current roles include chair of Ora LLC and director of Launch Therapeutics; prior operating partner at The Vistria Group with portfolio board service (Alcami; BioCare). Education: B.S. West Point; M.S. Management of Technology (Wharton/UPenn Engineering); M.S. Regulatory Affairs & Quality Assurance (Temple School of Pharmacy); M.A. International Relations (Boston University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PPD, Inc. (CRO) | Chief Operating Officer | 2007–2021 | Senior operating leadership of global CRO |
| Bristol‑Myers Squibb | VP, Global Development Operations | 2001–2007 | Led global development operations |
| Merck & Co. | Clinical supply ops, sales, manufacturing roles | ~10 years (prior to 2001) | Cross-functional operations experience |
| U.S. Army | Officer (Patriot missile battalion) | Early career | Leadership roles |
External Roles
| Organization | Role | Status/Window | Notes |
|---|---|---|---|
| Ora LLC (ophthalmic research) | Chairman of the Board | Current | Private ophthalmic research org |
| Launch Therapeutics, Inc. | Director | Current | Late-stage pharma development |
| The Vistria Group | Operating Partner | Sep 2022–Jul 2025 | PE operating partner |
| Alcami Corporation (Vistria) | Director | Prior | Contract drug manufacturing |
| BioCare, Inc. (Vistria) | Director | Prior | Specialty biopharma distribution |
Board Governance
- Class III director; appointed when Board expanded to eight members (effective Sept 22, 2025) .
- Committees: none designated at time of appointment; Board had not yet decided committee placement .
- Independence and conflicts: non-employee director; no arrangements or understandings regarding appointment; no related-party transactions requiring Item 404(a) disclosure; no family relationships with directors/officers .
- Engagement/attendance: no FTRE attendance disclosure yet for Mr. Sharbaugh (appointed post–2025 proxy). FTRE reported 100% attendance by 2024 directors on Board/committee meetings (context) .
Fixed Compensation
| Component | Amount | Vesting/Terms | Notes |
|---|---|---|---|
| Annual cash retainer (non-employee director) | $90,000 | N/A | MDCC reviewed and maintained program; applies post‑Spin and unchanged into 2024; used as reference for current appointments . |
| RSU grant (annual) | $210,000 grant-date fair value | One‑year vesting | Standard for non‑employee directors . |
| Lead Independent Director cash retainer | $40,000 | N/A | Additional cash for LID . |
| Audit Committee Chair cash retainer | $25,000 | N/A | Additional cash for chair role . |
| Nominating/Corporate Governance & Compliance Chair cash retainer | $20,000 | N/A | Additional cash for chair role . |
| MDCC Chair cash retainer | $20,000 | N/A | Additional cash for chair role . |
Mr. Sharbaugh will receive compensation in accordance with this non‑employee director policy; actual grants/retainers will be prorated from his Sept 22, 2025 start date .
Performance Compensation
| Element | Performance Metrics | Term | Payout Mechanics |
|---|---|---|---|
| Director RSUs | None (time‑based only) | 1 year | Vest solely on service; no EBITDA/TSR linkage for directors . |
Other Directorships & Interlocks
- Current boards: Ora LLC (chair), Launch Therapeutics (director) .
- Prior boards (Vistria portfolio): Alcami (CDMO), BioCare (specialty distribution) .
- Potential conflicts: FTRE disclosed no Item 404(a) related-party transactions at appointment; monitor for any business between FTRE and Ora/Launch/portfolio companies going forward .
Expertise & Qualifications
- Deep CRO operations (PPD COO) and pharma development operations (BMS) .
- Manufacturing, quality, clinical supply chain expertise (Merck; BMS) .
- Regulatory/quality academic credentials (Temple RA/QA) and technology management (Wharton/UPenn Engineering), plus strategic/international training (BU), indicating strong compliance and risk oversight profile .
Equity Ownership
| Date | Filing | Relationship | Total Beneficial Ownership | Notes |
|---|---|---|---|---|
| Sept 25, 2025 | Form 3 (initial) | Director | 0 shares beneficially owned | No securities reported at appointment; subsequent grants/holdings not yet disclosed . |
- Hedging/pledging: FTRE Insider Trading Policy prohibits pledging and hedging of Company securities for all insiders, supporting alignment once equity is granted .
Governance Assessment
- Strengths: Non‑employee status; no related‑party transactions; extensive CRO/pharma ops and quality/regulatory background likely beneficial to Audit/Nominating/HSEC oversight .
- Alignment: Director pay mixes cash plus RSUs with one‑year vest; initial Form 3 shows no ownership—typical for a new appointee; expect RSU alignment as grants vest .
- Watchpoints/RED FLAGS:
- Multiple concurrent healthcare board roles (Ora, Launch) may create perceived conflicts if counterparties overlap; ongoing related‑party screening appropriate (no 404(a) transactions disclosed at appointment) .
- Committee assignment TBD; investors should watch for placement on Audit/Comp/Nominating given background and potential influence .
- FTRE’s recent restatement context (company‑level) underscores importance of financial/controls oversight; Audit Committee receives cyber/ERM briefings per proxy governance framework .