DEF 14A of Fortrea Holdings Inc., Apr 27, 2026

DEF 14A of Fortrea Holdings Inc.

Filed Apr 27, 2026 · FY20250001193125-26-178733

Open on EDGAR

  1. Where can I find the voting results of the Annual Meeting?

    Where can I find the voting results of the Annual Meeting? We plan to announce preliminary voting results at the Annual Meeting and we will report the final results in a Current Report on Form 8-K, which we intend to file with the SEC after the Annual Meeting. At the Annual Meeting, three (3) Class III Directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2028 and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. We currently have eight (8) directors on our Board, including three (3) Class III Directors. Our current Class III Directors are: (i) Peter M. Neupert, who has served on our Board since June 29, 2023; (ii) Anshul Thakral, who has served on our Board since August 4, 2025; and (iii) William J. Sharbaugh, who has served on our Board since September 22, 2025. The Board has nominated Anshul Thakral, Peter M. Neupert, and William J. Sharbaugh for election as Class III Directors at the Annual Meeting. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal. Each share of Common Stock is entitled to one vote on each of the director nominees and one vote on each other matter that is properly presented at the 2026 Annual Meeting. In accordance with Fortrea’s Amended and Restated Bylaws (the “Bylaws”), director nominees in an uncontested election must receive a majority of the votes cast to be elected, which under the Bylaws means that the number of shares voted “FOR” a director must exceed 50% of the votes cast with respect to that director. The Board has adopted a policy under which an incumbent director who does not receive the required vote for election as provided in the Bylaws will submit their resignation for consideration by the Board. Abstentions and broker non-votes are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. As set forth in our Amended and Restated Certificate of Incorporation, the Board is currently divided into three classes with staggered, three-year terms. At each annual meeting held to date, the successors to directors whose terms then expire have been elected to serve from the time of election and qualification until the third annual meeting following election. Beginning at the 2026 Annual Meeting, the current class structure is as follows: Class III, whose current term expires at the 2026 Annual Meeting and whose new term will expire at the 2028 Annual Meeting; Class I, whose current term expires at the 2027 Annual Meeting and whose subsequent term will expire at the 2028 Annual Meeting; and Class II, whose current term expires at the 2028 Annual Meeting. Commencing at the 2028 Annual Meeting and at all subsequent Annual Meetings, the Board will no longer be classified, and all directors will be elected for a term of office to expire at the next succeeding Annual Meeting. The current Class I Directors are Edward Pesicka and David Smith and the current Class II Directors are Dr. Amrit Ray, Erin L. Russell, and Machelle Sanders. There are no family relationships among any of our executive officers or directors. For information regarding each of their compensation arrangements, see “Director Compensation” and “Executive Compensation.” If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented thereby for the election as Class III Directors of the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event any of the nominees should become unable to serve, or for good cause will not serve as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board has no reason to believe that the nominees named below will be unable to serve if elected. Each of the nominees has consented to being named in this proxy statement and to serve if elected.

  2. Director Candidate Qualifications

    Director Candidate Qualifications When evaluating prospective candidates for director, the Nominating, Corporate Governance and Compliance Committee establishes and recommends to the Board the appropriate skills and characteristics required of Board members for the selection of new directors, and evaluates the qualifications of potential candidates for director, including any nominees submitted by stockholders. The Nominating, Corporate Governance and Compliance Committee also evaluates director independence. Further, the Nominating, Corporate Governance and Compliance Committee is committed to strengthening the Board by identifying talented and highly qualified individuals who bring diverse backgrounds, professional skills, and experiences. Our current directors’ primary skills and experiences are highlighted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list of each director’s skills or contributions to our Board.

  3. Director Candidate Qualifications

    | Experience, Expertise or Attribute | Peter Neupert | Anshul Thakral | Edward Pesicka | Amrit Ray | Erin Russell | Machelle Sanders | William Sharbaugh | David Smith | | General Management and Business Operations | X | X | X | X | X | X | X | X | | CEO Experience | X | X | X | | | | | | | CFO Experience | | | X | | | | | X | | Technology | X | | | | | | X | | | Finance/Accounting | X | | X | | X | X | X | X | | Mergers and Acquisitions | X | X | X | X | X | | X | X | | Risk Management | X | | X | x | x | X | X | X | | International Business | X | X | X | X | X | X | X | X | | Healthcare/Drug Development | X | X | X | X | X | X | X | X | | Human Resources | | | | | | X | | | | Quality and Regulatory | | | | X | | X | X | | | Science and Medicine | X | | | X | | X | X | X | | Spin Experience | | | | X | X | X | X | X |

  4. Director Candidate Qualifications

    NOMINEES FOR CLASS III DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING) The current members of the Board who are also nominees for election to the Board as Class III Directors are as follows:

  5. Director Candidate Qualifications

    | Name | Age | Served as a Director Since | Position with Fortrea | | Peter M. Neupert | 70 | 2023 | Chairman of the Board | | Anshul Thakral | 48 | 2025 | Chief Executive Officer | | William Sharbaugh | 63 | 2025 | Director |

  6. Director Candidate Qualifications

    The principal occupations and business experience, for at least the past five years, of each Class III Director are as follows:

  7. Director Candidate Qualifications

    | Age: 70 Director Since: June 29, 2023 | Peter M. Neupert Mr. Neupert has served as a director since June 2023. Mr. Neupert served as an Operating Partner at Health Evolution Partners, a private equity fund, from February 2012 to July 2014. Prior to joining Health Evolution Partners, Mr. Neupert served as Corporate Vice President, Health Solutions Group at Microsoft from August 2005 to January 2012, and as the Chief Executive Officer and Chairman of the board of directors of drugstore.com, which he joined in July 1998. Prior to drugstore.com, Mr. Neupert was Corporate Vice President for News and Publishing at Microsoft, where he created and led MSNBC.com and MSNBC Cable and managed Microsoft’s other online publishing entities including Slate.com. Since 2013, Mr. Neupert has served as a director of Labcorp, a public, global life sciences company, and as a director of Adaptive Biotechnologies Corporation, a commercial-stage biotechnology company. Mr. Neupert previously served as a member of the board of directors of NextGen Healthcare, Inc., a public software company, and several private companies. Mr. Neupert served as a member of the Board of Trustees of Fred Hutchinson Cancer Research Center from June 2007 to June 2020. Mr. Neupert earned his Bachelor of Arts in Philosophy from Colorado College and his Master of Business Administration from the Tuck School of Business at Dartmouth College. |

  8. Director Candidate Qualifications

    | Age: 48 Director Since: August 4, 2025 | Anshul Thakral Mr. Thakral has served as our Chief Executive Officer and a member of our Board of Directors since August 2025. Mr. Thakral has more than 25 years of experience in the CRO, pharmaceutical, and biotech industries as a general manager, management consultant, commercial leader and entrepreneur. He previously served as Co-Founder and Chief Executive Officer of Launch Therapeutics since its founding in March 2022. From July 2016 to February 2022, Mr. Thakral served in increasing levels of seniority at PPD, Inc. (“PPD”), from Global Head of PPD Biotech to Chief Commercial Officer and Executive Vice President of Peri- and Post-Approval Services at PPD. Before PPD, Mr. Thakral ran the global life sciences business unit at Gerson Lehrman Group from March 2014 to June 2016 and served as a consultant at McKinsey & Company from August 2006 to March 2014, where he was an associate principal in the healthcare practice, counselling senior management and CEOs of global pharmaceutical and biotechnology companies. Mr. Thakral currently serves on the board of directors of Orsini Specialty Pharmacy, a leader in pharmacy solutions for rare disease and complex therapy programs and earned his Bachelor of Science and Master of Science in Engineering in Biomedical Engineering from Johns Hopkins University and his Master of Business Administration from the Wharton School at the University of Pennsylvania. |

  9. Director Candidate Qualifications

    | Age: 63 Director Since: September 22, 2025 | William J. Sharbaugh Mr. Sharbaugh was appointed to our Board of Directors on September 22, 2025. Mr. Sharbaugh brings extensive experience in the biopharmaceutical and life sciences industry, having served in executive and board roles during his more than three decades in the pharmaceutical industry. Mr. Sharbaugh currently serves as chairman of the board of Ora Clinical, a specialty ophthalmology contract research organization, as well as a member of the board of directors of Launch Therapeutics, Inc., a late-stage pharmaceutical development company. In addition, Mr. Sharbaugh previously served as a member of the board of directors of BioCareSD, Inc., a drug distribution company, and Alcami Corporation, a contract distribution and manufacturing company. His previous executive experience includes serving as chief operating officer for PPD, a CRO, from 2007 to 2021. Mr. Sharbaugh earned his B.S from the U.S. Military Academy at West Point, a M.S. in the Management of Technology from the Wharton School and the School of Engineering at the University of Pennsylvania, a M.S in Regulatory Affairs and Quality Assurance from Temple University School of Pharmacy, and a M.A. in International Relations from Boston University School of Arts and Sciences. |

  10. Director Candidate Qualifications

    CLASS II DIRECTORS (TERMS TO EXPIRE AT THE 2028 ANNUAL MEETING) The current members of the Board who are Class II Directors are as follows:

  11. Director Candidate Qualifications

    | Name | Age | Served as a Director Since | Position with Fortrea | | Dr. Amrit Ray | 53 | 2023 | Director | | Erin L. Russell | 52 | 2025 | Director | | Machelle Sanders | 62 | 2024 | Director |

  12. Director Candidate Qualifications

    The principal occupations and business experience, for at least the past five years, of each Class II Director are as follows:

  13. Director Candidate Qualifications

    | Age: 53 Director Since: June 29, 2023 | Dr. Amrit Ray Dr. Ray has served as a director since June 2023. Dr. Ray is a physician researcher and advisor to life science companies. Dr. Ray has over 25 years of biomedical research and pharmaceutical industry experience. From March 2022 until December 2022, Dr. Ray served as the Chief Patient Officer at Biohaven Pharmaceuticals, a biopharmaceutical company. From 2017 until January 2021, Dr. Ray served as the Global President, Head of R&D and Medical, overseeing all aspects of R&D worldwide for the Essential Health and later Upjohn divisions at Pfizer, a biopharmaceutical company. Previously, from 2009-2017, Dr. Ray served in positions of increasing responsibility including as the Chief Medical Officer and as the Chief Safety Officer for global pharmaceuticals at Johnson & Johnson, a healthcare company. Dr. Ray earned his degrees in Immunology and in Medicine at Edinburgh University, and his Master of Business Administration from the Tuck School of Business at Dartmouth College. Dr. Ray is a Visiting Professor of Practice at the Faculty of Medical Sciences of Newcastle University, UK, and serves on the Board of Trustees at The Hastings Center for Bioethics. Since 2022, Dr. Ray has served as a director of Ultragenyx Pharmaceutical Inc., a biopharmaceutical company. |

  14. Director Candidate Qualifications

    | Age: 52 Director Since: March 7, 2025 | Erin L. Russell Ms. Russell has served as a director since March 2025. She was appointed to serve on the board of Modivcare, a technology-enabled healthcare services company, in February 2025, and has also served on the boards of eHealth, Inc., a leading online health insurance marketplace, since July 2021, and Kadant Inc., a global supplier of high-value engineered systems used in process industries worldwide, since January 2019. Her previous board experience in the healthcare sector includes Tivity Health Inc., a leading provider of healthy living, fitness and social engagement solutions, DeVilbiss Healthcare LLC, a company that designs, manufactures and markets respiratory medical products, DynaVox Inc., a communications device manufacturer, and 21st Century Oncology Inc., a provider of state-of-the-art radiation therapy and integrated cancer treatments. Previously, Ms. Russell served as an industry advisor of Starboard Value Acquisition Corporation, a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, from August 2020 until August 2021. Ms. Russell spent 16 years as a principal of Vestar Capital Partners, L.P., a leading private equity firm specializing in management buyouts, recapitalizations, and growth equity investments. Ms. Russell is currently chair of the board of St. Thomas Aquinas Catholic School, where she has served since June 2018, and chair of the advisory board of McIntire School of Commerce and member of advisory board of the Jefferson Scholars Foundation at the University of Virginia, where she has served since June 2016 and April 2008, respectively. Ms. Russell earned her Bachelor of Science in Commerce, with a concentration in Accounting, from the McIntire School of Commerce at the University of Virginia and her Master of Business Administration from Harvard Business School. |

  15. Director Candidate Qualifications

    | Age: 62 Director Since: May 14, 2024 | Machelle Sanders Ms. Sanders has served as a director since May 2024. Ms. Sanders is an accomplished biopharmaceutical and public-sector leader with deep expertise in quality, compliance, operations, and large-scale organizational transformation. She has held senior leadership roles at Biogen, Inc., including Vice President of Multiple Sclerosis Franchise Product Operations—where she led global operational strategies, life cycle management, and regulatory execution for therapies and Vice President of Manufacturing & General Manager of the RTP, NC site, overseeing 1,200 employees, biologics and small-molecule operations, major capital expansions, and global regulatory approvals. Her executive experience extends to state government, serving as North Carolina’s Secretary of Commerce from February 2021 to January 2025 and Secretary of Administration from January 2017 to February 2021, where she led statewide economic development, workforce strategy, and government operations. Since February 2022, she has served on the board of BioCryst Pharmaceuticals, Inc., a global public biotechnology company, where she is a member of the science committee and chairperson of the compensation committee. Ms. Sanders previously served as a member of the boards of directors of Novan, Inc. from 2017 to April 2024 and Radius Health, Inc. from 2021 to August 2022. Ms. Sanders earned a Bachelor of Science in Biochemistry from North Carolina State University and a Master’s in Health Administration from Pfeiffer University. She has also pursued continued executive development through Stanford University’s Directors’ Consortium. |

  16. Director Candidate Qualifications

    CLASS I DIRECTORS (TERMS TO EXPIRE AT THE 2027 ANNUAL MEETING) The current members of the Board who are Class I Directors are as follows:

  17. Director Candidate Qualifications

    | Name | Age | Served as a Director Since | Position with Fortrea | | Edward Pesicka | 59 | 2023 | Director | | David Smith | 60 | 2023 | Director |

  18. Director Candidate Qualifications

    The principal occupations and business experience, for at least the past five years, of each Class I Director Nominee are as follows:

  19. Director Candidate Qualifications

    | Age: 59 Director Since: June 29, 2023 | Edward Pesicka Mr. Pesicka has served as a director since June 2023. Since March 2019, Mr. Pesicka has served as President and Chief Executive Officer, as well as on the board of directors, of Owens & Minor, Inc., a global healthcare solutions company. From January 2016 until March 2019, Mr. Pesicka was an independent consultant and advisor in the healthcare, life science and distribution industries. From January 2000 until April 2015, Mr. Pesicka served in various roles of increasing responsibility at Thermo Fisher Scientific Inc., an American supplier of scientific instrumentation, reagents and consumables and software services, including Chief Commercial Officer and Senior Vice President from January 2014 to April 2015. Prior to Thermo Fisher Scientific, Mr. Pesicka spent eight years with TRW Inc., an aerospace company in its finance department and three years with PricewaterhouseCoopers as an auditor. Mr. Pesicka earned his Master of Business Administration from Weatherhead School of Management at Case Western Reserve University and a Bachelor of Arts in Business Administration and Management from Muskingum College. Since 2019, Mr. Pesicka has served as a director of Owens & Minor, Inc., a global healthcare logistics and supply chain management company. |

  20. Director Candidate Qualifications

    | Age: 60 Director Since: June 15, 2023 | David Smith Mr. Smith has served as a director since June 2023. Mr. Smith has over 25 years of pharmaceutical industry experience. Mr. Smith served as Executive Vice President and Chief Financial Officer for Charles River Laboratories International, Inc., an American pre-clinical contract research organization supporting the global pharmaceutical industry. Mr. Smith joined Charles River in April 2014 through their acquisition of the Galapagos Services Division, which was carved out from its parent company Galapagos NV, a Belgian pharmaceutical research company. Mr. Smith served as the Chief Executive Officer for that division and, on its acquisition, continued to manage its operation as Corporate Vice President at Charles River. In October that year, Mr. Smith was promoted to Corporate Senior Vice President with responsibilities for all Discovery Services at Charles River. In the following February, he was nominated as the successor to the incumbent Chief Financial Officer, formally taking the helm in August 2015, a post Mr. Smith held until his retirement in May 2022. During Mr. Smith’s tenure as Chief Financial Officer, Charles River entered the S&P 500 in May 2021. Previously, Mr. Smith also served as Chief Financial Officer at Cambridge University Hospitals in the United Kingdom and Galapagos NV. He held management positions at AstraZeneca in the Netherlands, Hungary, Sweden and the U.K. and held a variety of leadership roles, including in the R&D division where he helped determine which molecules progressed through the pipeline. Mr. Smith trained as a Chartered Accountant in the U.K., with what is now called PricewaterhouseCoopers, before relocating with the firm to Dubai. Mr. Smith earned his Bachelor of Sciences Honors degree in Molecular Biophysics at the University of Leeds, U.K. |

  21. Director Candidate Qualifications

    Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm Our Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Our Board has directed that the appointment for the fiscal year ending December 31, 2026, be submitted to our stockholders for ratification. Although ratification of our appointment of Deloitte & Touche LLP is not required, we value the opinions of our stockholders and believe that stockholder ratification of our appointment is a good corporate governance practice. Deloitte & Touche LLP has served as our independent registered accounting firm since it was engaged by Labcorp (and later ratified by Fortrea) in connection with the Spin in 2023. Neither the accounting firm nor any of its members has any direct or indirect financial interest in or any connection with us in any capacity other than as our auditors, providing audit and non-audit related services. A representative of Deloitte & Touche LLP is expected to attend the Annual Meeting and to have an opportunity to make a statement and be available to respond to appropriate questions from stockholders. In the event that the appointment of Deloitte & Touche LLP is not ratified by the stockholders, the Audit Committee will consider this fact when it appoints the independent registered public accounting firm for the fiscal year ending December 31, 2027. Even if the appointment of Deloitte & Touche LLP is ratified, the Audit Committee retains the discretion to appoint a different independent registered public accounting firm at any time if it determines that such a change is in the interests of the Company.

  22. The Audit Committee

    | Name | Biographical Information | | Anshul Thakral Age: 48 Chief Executive Officer and Director | See biography on page 11 of this proxy statement. | | Jill McConnell Age: 52 Chief Financial Officer | Jill McConnell has served as our Chief Financial Officer since the Spin and previously served as Chief Financial Officer of the Labcorp Drug Development segment since 2018. In the approximately 20 years prior to 2018, Ms. McConnell served in a variety of finance roles of increasing responsibility at GSK, a British multinational pharmaceutical and biotechnology company, including Senior Vice President and Chief Financial Officer of its ViiV Healthcare division and Vice President and Head of Finance of its US Pharmaceuticals division, among others. Ms. McConnell earned her Bachelor of Arts degree from Gettysburg College, and her Master of Business Administration and Management, Health & Medical Services from Saint Joseph’s University. | | Mark Morais, Age: 50 Chief Operating Officer and President, Clinical Services | Mark Morais has served as our Chief Operating Officer and President, Clinical Services, since the Spin. Previously, Mr. Morais served as President of Clinical Services and Commercial Solutions, within the Labcorp Drug Development segment, since September 2020 and Chief Operating Officer and President of Clinical Development and Commercialization Services, since October 2022. Prior to September 2020, Mr. Morais served as Senior Vice President Strategic Deal Development, Enterprise Client Solutions and Alliance Management at Covance, Labcorp’s drug development company, from May 2018 to September 2020 and from June 2017 to May 2018 he served as Covance’s Vice President of Strategic Deal Development and Pricing. Prior to Covance, Mr. Morais served in various positions of increasing responsibility at Quintiles from April 2001 to 2017. Mr. Morais earned his Bachelor of Science degree from North Carolina State University. |

  23. Pay-for-Performance

    Pay-for-Performance Our executive compensation program is comprised of three primary elements: base salary, annual performance-based incentive compensation, and long-term incentive compensation in the form of Performance Stock Units (“PSUs”) and Restricted Stock Units (“RSUs”). A significant percentage of the target total direct compensation opportunities for our NEOs is structured as “performance-based” compensation, comprised of an annual short-term bonus opportunity and PSUs. In 2025, as detailed later in this Compensation Discussion and Analysis, the pay-for-performance structure of our executive compensation program operated as designed and intended. The annual bonus and long-term incentive compensation paid out or vested at levels to recognize progress over the prior year but still below target based on our financial performance during 2025.

  24. 2025 Compensation Highlights

    | • | Annual Incentive Compensation: The MDCC approved the actual achievement against target at 68.5%, based on 2025 performance against corporate goals and their individual accomplishments. |

  25. 2025 Compensation Highlights

    | • | Long-term Incentive Compensation: Long-term incentive (“LTI”) grants were made to Ms. McConnell and Mr. Morais in the form of PSUs and time-vested RSUs. In August 2025, the Company granted PSUs and time-vested RSUs to Mr. Thakral in connection with his start date. These equity grants to Mr. Thakral, Ms. McConnell and Mr. Morais were intended to provide competitive compensation while increasing their share ownership and alignment with stockholders. The 2025 PSUs for Ms. McConnell and Mr. Morais have three, one-year performance periods based on revenue and adjusted EBITDA margin and include a three-year relative TSR modifier, and the terms of Mr. Thakral’s PSUs are further detailed in the Fortrea 2025 Long-Term Incentive Compensation – Performance Stock Units and Restricted Stock Units section below. Mr. Pike did not receive any LTI grants in 2025. |

  26. 2026 Compensation Highlights

    2026 Compensation Highlights In 2026, the MDCC reviewed the features of Fortrea’s bonus and long-term incentive plan and determined not to make any changes, with the exception of approving a one-time PSU Award program for the Company’s executive leadership team (other than the Company’s recently hired CEO and General Counsel) to incentivize executives to drive longer-term Company growth and performance while also enhancing retention. This award is incremental to the existing annual long-term incentive grant and tied to pre-determined stock price performance goals that are measured over a three-year performance period. The goals are intended to be sufficiently rigorous so as to encourage executives to perform above projections and receive meaningful payouts, as the plan design provides for up to 300% payout leverage. Payouts will be determined based on interpolation between the set share price metrics.

  27. 2025 Executive Compensation Program

    | | What We Do | What We Don’t Do | | Compensation Program Elements | • Use balanced mix of cash and equity compensation and annual and long-term incentives. • Provide competitive target total compensation to our NEOs. • Engage independent compensation consultant to provide MDCC advice and market trends on executive compensation. | • No uncapped incentive opportunities. • No hedging or pledging of our shares. | | Pay for Performance | • Align executive compensation with the execution of our business strategy by using balanced performance metrics that are intended to reward behaviors that support our business objectives and long-term stockholder value and that measure performance over multiple performance periods. • Use relative total stockholder return metric in long-term plan for strong alignment with stockholders. | • While we emphasize “at risk” pay tied to performance, our program does not encourage excessive risk-taking by management. • No guaranteed salary increases or incentive awards for executive officers, outside of new-hire arrangements. • No defined benefit plans or retirement plans outside of the 401(k) Plan available to all eligible employees. | | Strong Compensation Policies | • Robust share ownership guidelines. • Insider Trading Policy prohibits pledging shares or hedging against the economic risk of ownership. • Executive Severance Plan provides “Double-trigger” change in control agreements with our executive officers, and double-trigger vesting provisions for annual equity compensation awards. • Clawback policies tied to financial restatements or breaches of restrictive covenants. | • No backdating of stock options. No repricing of equity awards allowed without stockholder approval. • No individual change of control agreements with current NEOs • No excise tax “gross ups” in our change in control agreements. |

  28. Role of our Independent Compensation Consultant

    Role of our Independent Compensation Consultant Pursuant to its charter, the MDCC has the sole discretion to retain or obtain advice from compensation consultants. In 2025, the MDCC continued to utilize Pay Governance as its compensation consultant to assist in its evaluation of executive compensation in 2025. For 2025, Pay Governance reported directly to the MDCC, participated in meetings with the MDCC, communicated with the MDCC Chair between meetings as necessary and worked with management at the direction of the MDCC. The MDCC reviewed Pay Governance’s independence and concluded that Pay Governance is an independent and conflict-free advisor to the Company pursuant to the standards of the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable rules of Nasdaq.

  29. Use of Peer Group and Market Data

    Use of Peer Group and Market Data The MDCC reviews Fortrea’s compensation peer group on an annual basis with input from Pay Governance. The compensation peer group is used for benchmarking executive and non-employee director compensation levels and other pay practices. In May 2024, the MDCC and Pay Governance considered competitors based on Fortrea’s projected size and business profile using objective screening criteria, including revenue and market capitalization of similar publicly traded organizations. Based on discussions with and recommendations from Pay Governance and after a full evaluation, the MDCC decided to exclude ICON plc, Syneos Health and Viatris Inc. from the 2024 peer group and to add Alkermes plc, Bausch + Lomb Corporation, DENTSPLY SIRONA Inc., and Integra LifeSciences. Syneos Health and Viatris Inc. were excluded due to M&A activity. ICON plc was excluded due to having limited publicly available data that would be comparable from a compensation standpoint. Alkermes plc, Bausch + Lomb Corporation, DENTSPLY SIRONA Inc., and Integra LifeSciences were added to create a peer group that, in the determination of the MDCC, is a better representation of the Company’s size and market capitalization and more representative of companies in similar industries, lines of business and economic and business cycles. The 2024 peer group consisted of seventeen companies that were used as a reference to determine 2025 pay opportunity levels for the NEOs. The table below presents the 2024 peer group companies:

  30. Use of Peer Group and Market Data

    | Alkermes plc* | Integra LifeSciences* | | Bausch Health Companies Inc. | IQVIA Holdings, Inc. | | Bausch + Lomb Corporation* | Jazz Pharmaceuticals plc | | Bio-Rad Laboratories | Medpace Holdings, Inc. | | Bruker Corporation | Organon & Co. | | Catalent, Inc. | Perrigo Company plc | | Charles River Laboratories International, Inc. | Teleflex Incorporated | | DENTSPLY SIRONA Inc.* | Vir Biotechnology, Inc. | | Exelixis, Inc. | |

  31. Use of Peer Group and Market Data

    * Addition to the 2024 peer group This peer group served as the primary market reference point and was supplemented with other market data, where appropriate. In order to set 2025 compensation opportunities, Pay Governance assisted the MDCC in evaluating the peer group’s current executive compensation and compensation mix (percent of base salary, short-term, and long-term incentive) relative to Fortrea’s current practices. Pay Governance provided recommendations for adjustments based on current practices and policies within the peer group and trends within the industry. In August 2025, the MDCC again reviewed Fortrea’s peer group with input from Pay Governance. In considering revisions to the peer group, the MDCC and Pay Governance determined that changes to the peer group were necessary to reflect Fortrea’s current size and business profile, and to more closely align revenue and market capitalization to the median. After a full evaluation, the MDCC decided to exclude four companies (Bausch Health, Catalent, IQVIA, and Vir) and add five companies to the 2025 peer group (CONMED, Enovis, Haemonetics, Quidel Ortho and Sotera Health). Bausch Health, IQVIA and Vir were removed to better align Fortrea’s revenue and market capitalization with peer median. Catalent was removed following its acquisition by Novo Holdings in December 2024. CONMED, Enovis, Haemonetics, QuidelOrtho, and Sotera Health were added to create a peer group that, in the MDCC’s determination, more accurately reflects the Company’s size and includes organizations operating in similar industries, business lines, or economic and business environments. The 2025 peer group consists of eighteen companies, as noted below, that will be used to as a reference to determine 2026 pay opportunity levels for the NEOs.

  32. Use of Peer Group and Market Data

    | Alkermes plc | Haemonetics Corporation* | | Bausch + Lomb Corporation | Integra LifeSciences | | Bio-Rad Laboratories | Jazz Pharmaceuticals plc | | Bruker Corporation | Medpace Holdings, Inc. | | Charles River Laboratories International, Inc. | Organon & Co. | | CONMED Corporation* | Perrigo Company plc | | DENTSPLY SIRONA Inc. | QuidelOrtho Corporation* | | Enovis Corporation* | Sotera Health Company* | | Exelixis, Inc. | Teleflex Incorporated |

  33. Use of Peer Group and Market Data

    * Addition to the 2025 peer group

  34. Annual Incentive Compensation

    Annual Incentive Compensation Fortrea 2025 Bonus Plan: Bonus Plan Design and Performance The MDCC evaluated the bonus target, as a percentage of base salary, for Mr. Pike, Ms. McConnell and Mr. Morais and determined the bonus target for Mr. Pike, Ms. McConnell and Mr. Morais to be 150%, 85% and 85%, respectively, of their base salary, which remained unchanged from the prior year. In connection with his hire, Mr. Thakral’s bonus target was set at 150% of his base salary. The following factors were considered by the MDCC in evaluating and determining the bonus target:

  35. Annual Incentive Compensation

    | • | Individual attributes of each NEO – such as responsibilities, skills, leadership and experience. |

  36. Annual Incentive Compensation

    | • | The executive officer’s expected ongoing contributions to the Company. |

  37. Annual Incentive Compensation

    | • | Overall market competitiveness of the executive officer’s target bonus. |

  38. Annual Incentive Compensation

    In addition, the MDCC established the 2025 bonus plan under the Incentive Plan. The performance criteria for the 2025 bonus plan included financial performance objectives, which were: (i) Adjusted EBITDA, which aligns with the interests of stockholders, and (ii) net new business, which focuses on growth. As originally established by the MDCC in the first quarter of 2025 and calculated as of December 31, 2025, the Adjusted EBITDA and net new business were weighted at 60% and 40%, respectively. The Adjusted EBITDA and net new business criteria had base threshold values at $166.5 million and $3.168 billion respectively. The Adjusted EBITDA and net new business criteria were above the thresholds noted above but below target. Using these performance criteria, we achieved a Fortrea business performance factor of 68.5%. The Individual Performance Modifier in the Fortrea Bonus Plan is used as a multiplier and is based on performance compared to 2025 goals. The MDCC assessed each NEO’s performance against the identified individual performance objectives and approved individual performance modifiers of 100% for each person. Mr. Thakral’s cash bonus was pro-rated pursuant to the terms of his offer letter.

  39. Fiscal Year 2025 Earned Annual Bonus

    Fiscal Year 2025 Earned Annual Bonus Based on the performance achievements described below, the following annual bonuses were earned by our NEOs for 2025 performance:

  40. Fiscal Year 2025 Earned Annual Bonus

    | Executive(1) | Applicable Bonus Plan | Base Salary | Bonus Target (% of Base Salary) | Fortrea Business Performance Factor | Individual Performance Modifier | Actual Bonus Payout | | Anshul Thakral | Fortrea Bonus Plan | $1,100,000 | 150% | 68.5% | 100% | $687,500 | | Jill McConnell | Fortrea Bonus Plan | $509,000 | 85% | 68.5% | 100% | $295,202 | | Mark Morais | Fortrea Bonus Plan | $509,000 | 85% | 68.5% | 100% | $295,202 |

  41. Fiscal Year 2025 Earned Annual Bonus

    | (1) Mr. Thakral’s annual bonus was pro-rated from his hire date according to the terms of his offer letter. Mr. Neupert was not eligible for a bonus payment in connection with his service as an NEO in 2025. Mr. Pike received a cash severance, paid in equal installments, as a continuation of his salary and as a payment of his bonus. For more information, see “Pike Severance Payments and Consulting Agreement.” |

  42. Fiscal Year 2025 Earned Annual Bonus

    | Fortrea 2025 Long-Term Incentive Compensation – Performance Stock Units and Restricted Stock Units |

  43. Fiscal Year 2025 Earned Annual Bonus

    Our long-term incentive plan is intended to motivate the attainment of our long-term goals and provide direct alignment to the experience of stockholders through the link to key financial measures and stock price performance. In 2025, awards were granted as a combination of PSUs and RSUs, balancing complementary priorities of financial performance, stockholder value creation, alignment of interests and executive retention. We grant long-term incentives generally in the form of PSUs and RSUs under our Incentive Plan. We generally grant equity awards on an annual basis as part of our annual performance cycle. We award PSUs and RSUs to deliver long-term incentive compensation because they directly align executive compensation with the creation of stockholder value, and the ultimate value received from equity grants depends on stock price appreciation after the grant date. Equity grants also encourage retention through time-based vesting. Awards of PSUs and RSUs to employees in connection with our long-term incentive awards generally vest over three years with equal annual installments vesting on the first anniversary of the grant date and annually thereafter. In establishing annual long-term incentive award levels for our NEOs, other than our Chief Executive Officer, and in formulating a recommendation to the Board of Directors on the long-term incentive compensation for our Chief Executive Officer, the MDCC evaluates long-term incentives awarded to executives holding comparable positions at our peer companies. The MDCC and the Board also evaluate overall Company performance over the fiscal year prior to which the awards are granted, the successful achievement of our financial goals, and the development of our organizational capabilities. The MDCC Committee approved the following RSUs and PSUs for our Named Executive Officers under the Incentive Plan:

  44. Fiscal Year 2025 Earned Annual Bonus

    | Name | Performance Stock Units (Target Number of Shares)(1) | Restricted Stock Units (Number of Shares)(2) | Aggregate Target Award Value ($)(3) | | Jill McConnell | 71,341 | 45,850 | $2,021,545 | | Mark Morais | 65,191 | 41,898 | $1,847,285 | | Thomas Pike(4) | — | — | — |

  45. Fiscal Year 2025 Earned Annual Bonus

    | (1) The PSUs vest in full following the end of the three-year performance period, with the number of shares earned determined based on performance against goals set for each year. |

  46. Fiscal Year 2025 Earned Annual Bonus

    | (2) The Restricted Stock Units vest in equal increments over a three-year period. |

  47. Fiscal Year 2025 Earned Annual Bonus

    | (3) The value of the target award is based on the 12/31/25 closing stock price. |

  48. Fiscal Year 2025 Earned Annual Bonus

    | (4) Under the terms of the Pike Employment Agreement, Mr. Pike did not receive an annual equity grant in 2025. |

  49. Fiscal Year 2025 Earned Annual Bonus

    The amounts listed in the table above for fiscal year 2025 PSUs do not match the amounts in the “Stock Awards” column in the Summary Compensation Table or the Grants of Plan-Based Awards table. Because the grant date of a PSU for financial reporting purposes occurs when the performance targets are set, and targets under our PSU awards are established annually, PSUs listed in the Summary Compensation Table and Grants of Plan-Based Awards table include portions of current and prior year PSU awards. In the Summary Compensation Table, the value of the PSUs is calculated using a Monte-Carlo simulation valuation performed as of the date of grant for financial reporting purposes. Additional detail regarding each of the foregoing awards can be found in the “Grants of Plan-Based Awards” table and “Outstanding Equity Awards at 2025 Fiscal Year-End” table elsewhere in this proxy statement. In August 2025, the Board adopted the Fortrea Holdings Inc. 2025 Inducement Award Plan (as amended and restated the “Inducement Plan”) under which 5,000,000 shares of common stock were reserved for issuance pursuant to new-hire equity awards. The Inducement Plan provides for the grant of equity-based awards, including stock options, stock appreciation rights, restricted stock and restricted stock units, performance shares and performance stock units, and other new-hire related awards. The terms of the Inducement Plan are substantially similar to the Incentive Plan. Each award under the Inducement Plan is intended to qualify under Nasdaq Listing Rule 5635(c)(4) as a material inducement to employment. As a material inducement to Mr. Thakral’s employment and in accordance with Nasdaq Listing Rule 5635(c)(4), the MDCC approved new-hire grants under the Inducement Plan to Mr. Thakral in connection with his start date on August 4, 2025. The awards consisted of (i) 1,250,000 RSUs that vest in three equal annual installments from Mr. Thakral’s start date, and (ii) 1,250,000 PSUs that will vest at the end of a three-year vesting period subject to certain performance goals. The goals for 2025 were modified for the truncated 2025 performance year to provide for certain individual objectives and the relative weighting of the three performance years during the period will be 20%, 40% and 40%, respectively. In each case, vesting of the RSUs and PSUs is subject to Mr. Thakral’s continuous employment through the applicable vesting date or earlier vesting due to a change of control and certain termination events. In connection with Mr. Neupert’s appointment as Interim Chief Executive Officer, we granted Mr. Neupert 148,536 RSUs. The RSUs will vest on the one-year anniversary of the grant date, provided that Mr. Neupert remains in continuous service with the Company through the vesting date, including continuing service as a director following the conclusion of his service as Interim Chief Executive Officer. The RSUs are governed by the terms of the Incentive Plan.

  50. Fiscal Year 2025 Earned Annual Bonus

    | Fortrea 2022 and 2023 Long-Term Incentive Compensation |

  51. Fiscal Year 2025 Earned Annual Bonus

    Prior to Spin, the Compensation and Human Capital Committee of Labcorp’s Board of Directors (the “Labcorp CHCC”) established an approved methodology for converting unvested Labcorp long-term incentive awards into Fortrea long-term incentive awards. This was done to fairly preserve value by mitigating any impact in stock price volatility that may be experienced for Labcorp and Fortrea common stock before and after Spin. The methodology was applied consistently for all unvested Labcorp long-term incentive awards held by Fortrea employees. The Equity Adjustment Ratio was calculated by dividing Labcorp’s pre-Spin 10-trading day average stock price by Fortrea’s post-Spin 10-trading day average stock price. The resulting calculation is as follows: Labcorp’s Pre-Spin 10-trading day average stock price = $235.171 Fortrea’s Post-Spin 10-trading day average stock price = $33.054 = Equity Adjustment Ratio = 7.1148 The Equity Adjustment Ratio was applied to all unvested Labcorp RSUs held by Fortrea employees. All original award terms and vesting schedules for the RSUs were maintained with no acceleration. Unvested PSUs were converted depending on how much of the three-year performance period had elapsed at the time of Spin, with the value preserved either on an actual or target basis The 2023-2025 performance cycle did not pay out, as the threshold metrics were not met. Retirement Plans, Deferred Compensation Plan and Perquisites:

  52. Fiscal Year 2025 Earned Annual Bonus

    | • | Retirement Plans: Our NEOs were eligible to participate in Fortrea’s 401(k) plan, which is a defined contribution retirement savings plan. Participation in the plan is available to substantially all eligible US-based employees, including executives. |

  53. Fiscal Year 2025 Earned Annual Bonus

    | • | Deferred Compensation Plan: The Fortrea Inc. Nonqualified Deferred Compensation Plan (“Fortrea NQDC Plan”) allows participants to defer up to 50% of their base salary and up to 90% of their annual incentive or bonus. The Plan provides for similar investment options as our 401(k) plan but does not provide any match on employee contributions. The Fortrea NQDC Plan accounts are paid based on the participant’s selection at the time of the deferral, subject to the requirements of Section 409A of the Internal Revenue Code and may be paid in a lump sum, or a series of annual installments. Participants may elect to receive these distributions upon separation from service or upon the occurrence of one or more specified dates. All Fortrea NQDC Plan accounts are considered unfunded general contractual obligations and are subject to the claims of our general, unsecured creditors. |

  54. Fiscal Year 2025 Earned Annual Bonus

    | • | Perquisites: Our NEOs were eligible for limited perquisites in 2025, including reimbursement for financial and tax planning services, long-term disability, and a wellness exam. The maximum reimbursement allowed is $20,000 for financial and tax planning services and $1,500 for the wellness exam. Enhanced long-term disability is made available to all employees as a voluntary benefit, and in the case of the NEOs, is paid for by the Company. These perquisites were determined by Fortrea to be appropriate benefits that help ensure that Fortrea executives maintain appropriate fiscal and physical health, which contributes to stable executive leadership for Fortrea. |

  55. Policies and Practices on the Timing of Awards of Options in Relation to the Disclosure of Material Nonpublic Information

    Policies and Practices on the Timing of Awards of Options in Relation to the Disclosure of Material Nonpublic Information It is the Company’s practice not to time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. In addition, the Company does not grant stock options or similar awards during periods in which there is material nonpublic information about the Company, including during “blackout” periods or outside a “trading window” established pursuant to our Insider Trading Policy. During 2025, none of the Company’s Named Executive Officers were awarded stock options, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  56. Change-in-Control

    Change-in-Control

  57. Payments

    Payments Mr. Thakral, Ms. McConnell and Mr. Morais are covered by Fortrea’s Master Senior Executive Severance Plan (the “Executive Severance Plan”) that provides participants with financial protection in circumstances involving a qualifying termination. For additional information on the termination benefits under the Executive Severance Plan, see “Potential Payments Upon Termination or Change in Control.” In addition, the 2023 Omnibus Incentive Plan provides that if awards are assumed or substituted in connection with a change in control, only a qualifying termination event will result in accelerated vesting (i.e., “double trigger”). The plan does not provide any tax gross ups. Fortrea believes these provisions are consistent with current market practice. As described below under Potential Payments Upon Termination per Executive Severance Plan , Mr. Pike received certain severance payments pursuant to the terms of the Pike Employment Agreement in connection with his departure.

  58. Summary Compensation Table

    Summary Compensation Table The following table sets forth the portion of compensation paid to the NEOs that is attributable to services performed during the fiscal years ended December 31, 2025, 2024, and 2023. The information for 2023 provided below includes compensation earned by our NEOs for services provided to Labcorp and us prior to the Spin.

  59. Summary Compensation Table

    | Name and Principal Position | Year | Base Salary ($) | Bonus ($) | Stock Awards ($)(4) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(5) | All other Compensation ($)(6) | Total ($) | | Anshul Thakral(1) Chief Executive Officer | | | | | | | | | | | 2025 | $401,923 | | $10,479,169 | — | $687,500 | $15,891 | $11,584,483 | | Jill McConnell Chief Financial Officer | | | | | | | | | | | 2025 | $506,577 | — | $862,994 | | $295,202 | $16,100 | $1,680,873 | | | 2024 | $503,846 | — | $819,671 | — | — | $17,513 | $1,341,030 | | | 2023 | $455,607 | $200,000 | $2,343,409 | — | $62,266 | $17,513 | $3,078,795 | | Mark Morais Chief Operating Officer; President, Clinical Services | | | | | | | | | | | 2025 | $506,577 | — | $804,121 | — | $295,202 | $10,888 | $1,616,788 | | | 2024 | $503,846 | — | $819,671 | — | — | $13,244 | $1,336,761 | | | 2023 | $456,900 | $200,000 | $2,497,701 | — | $62,658 | $12,914 | $3,230,173 | | Thomas Pike(2) Former Chief Executive Officer | | | | | | | | | | | 2025 | 465,385 | — | $— | — | — | $7,326,338 | $7,791,722 | | | 2024 | $1,108,461 | — | $— | — | — | $11,445 | $1,119,906 | | | 2023 | $1,078,846 | — | $14,128,948 | $9,999,692 | $1,100,000 | $12,909 | $26,320,395 | | Peter Neupert(3) Interim Chief Executive Officer | | | | | | | | | | | 2025 | $389,423 | — | $710,000 | — | — | $45,838 | $1,145,261 |

  60. Summary Compensation Table

    | (1) Mr. Thakral was appointed CEO on August 4, 2025. |

  61. Summary Compensation Table

    | (2) Mr. Pike did not receive an equity grant in 2024 or 2025. Additionally, Mr. Pike’s employment ended effective May 13, 2025, at which time he entered into a consulting agreement under which his RSUs granted under the Incentive Plan continued to vest. The consulting agreement ended September 30, 2025. Mr. Pike’s salary column shows the amount paid through his separation date. |

  62. Summary Compensation Table

    | (3) Mr. Neupert assumed the role of Interim CEO on May 13, 2025. His role ended when Mr. Thakral joined the company as CEO on August 4, 2025. Mr. Neupert’s compensation reflects that of his employee compensation as well as his compensation as a member of the board of directors and his service as Lead Independent Director prior to his role as Interim CEO. |

  63. Summary Compensation Table

    | (4) Amounts represent the aggregate grant date fair value of RSU and PSU awards in the year of grant in accordance with the same standard applied for financial accounting purposes. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. Under FASB ASC Topic 718, the grant date for a PSA occurs when objectively determinable performance goals are approved. Therefore, the reported value for 2025 is calculated for the portion of the PSUs for which performance goals were set in 2025, and is shown based on the probable performance (target) value of the awards. If valued assuming a maximum payout on the PSU program, the value of the 2025 awards would be: Mr. Thakral, $4,908,337; Ms. McConnell, $386,663 and Mr. Morais, $353,330. See Grants of Plan-Based Awards Table for additional details. |

  64. Summary Compensation Table

    | (5) For 2025 amounts disclosed in this column, the values reflect the amounts earned by each NEO pursuant to the Bonus Plan. For 2024 amounts disclosed in this column, the 2024 bonus was structured to be paid so that the first 50% of achievement would be paid in the form of RSUs and the next 50% of achievement would be paid in cash. The RSUs received based on achievement of the bonus were granted on March 20, 2025 for Mr. Pike and March 6, 2025 for Ms. McConnell and Mr. Morais. Such amounts are reflected in the “Stock Awards” column. The RSUs vest in equal tranches on the six- and eighteen-month anniversaries of the grant date, subject to the NEO’s continued employment on those dates. No cash was paid with respect to 2024. For 2023 amounts disclosed in this column, the values reflect the amounts earned by each NEO prusuant to the Labcorp LBP and the Fortrea Bonus Plan. |

  65. Summary Compensation Table

    | (6) Amounts shown in this column include Company-paid supplemental long-term disability insurance provided to the Executive as well as Fortrea’s company-provided match to the 401(k) on the same basis as provided to U.S.-Based employees, inclusive of those contributions made by Labcorp under the plan prior to the Spin. The supplemental long-term disability insurance benefit is considered taxable to the Executive and no gross-ups are provided to offset the taxable amount and contributions to qualified defined contribution plans. See “Executive Compensation-Retirement Plans, Deferred Compensation Plan and Perquisites” for a discussion of other perquisites available to our NEOs in 2025. For 2025, the 401(k) provided a Company match of 100% of the first 4% of the employee’s contribution. In connection with his separation, Mr. Pike received $3,894,000 in cash severance, paid in equal installments in 2025 and 2026; $3,023,271 in RSU accelerations and accrued dividends. Mr. Pike did not receive any continuation of benefits. Additional details are provided in the table below: |

  66. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table summarizes the awards granted to each of the NEOs during the fiscal year ended December 31, 2025.

  67. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock Awards(4) ($) | | | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Anshul Thakral | Fortrea Bonus Plan | — | $825,000 | $1,650,000 | $3,300,000 | — | — | — | — | — | | | 2025 PSUs | 8/4/2025 | — | — | — | 208,333 | 416,667 | 833,333 | | $2,454,169 | | | 2025 RSUs | 8/4/2025 | — | — | — | — | — | — | 1,250,000 | $8,025,000 | | Jill McConnell | Fortrea Bonus Plan | — | $216,325 | $432,650 | $865,300 | — | — | — | — | — | | | 2024 PSUs | 3/20/2025 | — | — | — | 1,908 | 3,816 | 7,632 | — | $26,979 | | | 2025 PSUs | 3/20/2025 | — | — | — | 11,890 | 23,780 | 47,561 | — | $193,331 | | | 2025 RSUs | 3/6/2025 | — | — | — | — | — | — | 14,313 | $153,006 | | | 2025 RSUs | 3/7/2025 | — | — | — | — | — | — | 45,850 | $489,678 | | Mark Morais | Fortrea Bonus Plan | — | $216,325 | $432,650 | $865,300 | — | — | — | — | — | | | 2024 PSUs | 3/20/2025 | — | — | — | 1,908 | 3,816 | 7,632 | — | $26,979 | | | 2025 PSUs | 3/20/2025 | — | — | — | 10,865 | 21,730 | 43,461 | — | $176,665 | | | 2025 RSUs | 3/6/2025 | — | — | — | — | — | — | 14,313 | $153,006 | | | 2026 RSUs | 3/7/2025 | — | — | — | — | — | — | 41,898 | $447,471 | | Thomas Pike(5) | Fortrea Bonus Plan | — | — | — | — | — | — | — | — | — | | | 2025 RSUs | 3/20/2025 | — | — | — | — | — | — | 67,731 | $594,000 | | Peter Neupert(6) | Fortrea Bonus Plan | — | — | — | — | — | — | — | — | — | | | 2025 RSUs | 5/14/2025 | — | — | — | — | — | — | 148,536 | $710,000 |

  68. Grants of Plan-Based Awards

    | (1) Amounts represent the range of possible payouts denominated in dollars pursuant to the total amount of the Fortrea Bonus Plan, as established by Fortrea’s Management Development and Compensation Committee in February 2025. For 2025, actual amounts paid out pursuant to the plan were issued as restricted stock units and are included in the Stock Awards column of the Summary Compensation Table above. For a discussion of the performance criteria applicable to these awards, see “Compensation Discussion and Analysis —Annual Incentive Pay.” |

  69. Grants of Plan-Based Awards

    | (2) Estimated Future Payouts Under Equity Incentive Plan Awards represent the range of estimated potential shares to be earned under performance-based share awards. The payout of the performance share awards will be determined at the end of the performance period ending December 31, 2027, provided that certain performance metrics are met. For a discussion of the performance criteria applicable to these awards, see “Compensation Discussion and Analysis—Long-Term Incentive Awards” above. |

  70. Grants of Plan-Based Awards

    | (3) Amounts represent restricted stock unit awards that vest ratably over three years, beginning on the first anniversary of the grant date, based on continued service. |

  71. Grants of Plan-Based Awards

    | (4) Amounts represent the grant date fair value of computed in accordance with FASB ASC Topic 718. |

  72. Grants of Plan-Based Awards

    | Under FASB ASC Topic 718, the “grant date” for the PSU occurs only when objectively determinable performance goals are approved and therefore, the reported number of units is calculated for the various portions of the PSUs for which performance goals were set in 2025. The amounts referenced in this |

  73. Grants of Plan-Based Awards

    | footnote (4) represent the first tranche of the 2025 award year, which represent one-third of the total number of PSUs granted to the eligible NEOs. This tranche and subsequent tranches are deemed to be separate “grants” for fair value purposes and each is or will be deemed to have a “grant date” corresponding to when the underlying performance goals are objectively determinable. |

  74. Grants of Plan-Based Awards

    | The amounts shown in this column will likely vary from the amount realized by any NEO based on a number of factors, including the number of shares that ultimately vest, the satisfaction or failure to meet any performance criteria, the timing of any exercise or sale of shares, and the price of Fortrea’s common stock. The value of the PSUs granted in March 2025, as of the grant date if they are achieved at the maximum payout is as follows: Mr. Thakral - $4,908,337; Ms. McConnell - $386,663 and Mr. Morais - $353,330. |

  75. Grants of Plan-Based Awards

    | (5) Mr. Pike’s employment ended on August 4, 2025. |

  76. Grants of Plan-Based Awards

    | (6) Mr. Neupert assumed the role of Interim CEO on May 13, 2025, and received a Restricted Stock Unit award for his time in the role. Mr. Neupert’s stock award was granted to him for the Interim CEO role. Mr. Neupert’s stock award was granted to him for the Interim CEO role. He did not receive the annual equity award that he otherwise would have received based on his Board of Director’s compensation. |

  77. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table provides information concerning outstanding equity awards (including underlying exercisable and unexercisable options, as well as unvested RSUs and unearned PSUs) for each of our NEOs as of December 31, 2025. As of December 31, 2025, the last trading day of 2025, the fair market value of a share of our common stock was $17.25.

  78. Outstanding Equity Awards at Fiscal Year-End

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock that have Not Yet Vested (#)(1) | Market Value of Shares of Units of Stock that have Not Yet Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(2)(3) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Anshul Thakral | 8/4/2025 | 1,250,000 | $21,562,500 | 833,333 | $14,375,000 | | Jill McConnell | 2/7/2023 | 1,685 | $29,066 | — | — | | | 6/1/2023 | 11,006 | $189,854 | — | — | | | 8/17/2023 | 11,313 | $195,149 | — | — | | | 3/13/2024 | 8,568 | $147,798 | 15,264 | $263,304 | | | 3/6/2025 | 7,157 | $123,458 | — | — | | | 3/7/2025 | 45,850 | $790,913 | — | — | | | 3/20/2025 | — | — | 47,560 | $820,410 | | Mark Morais | 2/7/2023 | 2,255 | $38,899 | — | — | | | 6/1/2023 | 11,006 | $189,854 | — | — | | | 8/17/2023 | 11,313 | $195,149 | — | — | | | 3/13/2024 | 8,568 | $147,798 | 15,264 | $263,304 | | | 3/6/2025 | 7,157 | $123,458 | — | — | | | 3/7/2025 | 41,898 | $722,741 | — | — | | | 3/20/2025 | — | — | 43,461 | $749,702 | | Thomas Pike(4) | — | — | $— | — | $— | | Peter Neupert(5) | 5/14/2025 | 148,536 | $2,562,246 | — | $— |

  79. Outstanding Equity Awards at Fiscal Year-End

    | (1) RSUs generally vest ratably over three years, beginning on the first anniversary of the grant date. |

  80. Outstanding Equity Awards at Fiscal Year-End

    | (2) Mr. Thakral was granted PSUs in connection with his appointment as CEO on August 4, 2025. The PSUs vest, if at all, at the end of a three-year vesting period and are contingent upon achieving certain performance goals tied to Revenue and Adjusted EBITDA margin using a formula that is generally consistent with the formula used for PSU grants to other Company employees, as determined by the Board, except that the goals for 2025 have been modified for the truncated 2025 performance year beginning with his start date. |

  81. Outstanding Equity Awards at Fiscal Year-End

    | (3) PSUs vest, if at all, at the end of a three-year vesting period and are contingent upon achieving certain performance goals tied to Revenue and Adjusted EBITDA margin using a formula, as determined by the Board, The awards will be payable in shares of our common stock on the vesting date based on our achievement of the specified goals. The numbers above reflect payment at maximum level, which is 200% of the target number of stock units of the full award. |

  82. Outstanding Equity Awards at Fiscal Year-End

    | (4) Mr. Pike ended his employment with Fortrea on May 13, 2025. Please refer to “Pike Severance Payments and Consulting Agreement” section for further details. |

  83. Outstanding Equity Awards at Fiscal Year-End

    | (5) Mr. Neupert’s stock award was granted to him for the Interim CEO role. Mr. Neupert did not receive the equity award that he otherwise would have received based on his service on the board of directors. |

  84. Option Exercises and Stock Vested

    Option Exercises and Stock Vested As previously disclosed, Mr. Pike resigned as our Chief Executive Officer effective as of May 13, 2025. In connection with his departure, Mr. Pike entered into a consulting agreement under which his RSUs continued to vest. The following table summarizes option exercises and stock vested with respect to each of the NEOs during the fiscal year ended December 31, 2025:

  85. Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Thomas Pike(1) | — | — | 399,562 | $3,735,731 | | Jill McConnell | — | — | 39,952 | $328,009 | | Mark Morais | — | — | 39,522 | $324,803 |

  86. Option Exercises and Stock Vested

    | (1) Mr. Pike’s employment ended on May 14, 2025. He entered into a consulting agreement through September 30, 2025. Mr. Pike’s outstanding RSUs were accelerated; however, his stock options expired without being exercised. |

  87. Option Exercises and Stock Vested

    | (2) Mr. Thakral and Mr. Neupert had no stock vesting during 2025; therefore, they are not included in this table. |

  88. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The Fortrea NQDC Plan allows participants to defer up to 50% of their base salary and up to 90% of their annual incentive or bonus. The Fortrea NQDC Plan provides for similar investment options as our 401(k) plan and does not provide any match on employee contributions. The Fortrea NQDC Plan accounts are paid based on the participant’s selection at the time of the deferral, subject to the requirements of Section 409A of the Internal Revenue Code and may be paid in a lump sum, or a series of annual installments. Participants may elect to receive these distributions upon separation from service or upon the occurrence of one or more specified dates. All Fortrea NQDC Plan accounts are considered unfunded general contractual obligations and are subject to the claims of our general, unsecured creditors. Any amounts provided in Executive Contributions Last Fiscal Year shown in the table below are exclusively associated with the Fortrea NQDC Plan, which assumed contributions and balances from the Labcorp NQDC Plan. Amounts provided in the Aggregate Earnings In Last Fiscal Year shown in the table below are associated with investment performance of assets over the course of 2025 in both the Fortrea NQDC Plan as well as the frozen Covance Deferred Compensation Plan.

  89. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last Fiscal Year-End | | Anshul Thakral | — | — | — | — | | Jill McConnell | — | — | — | — | | Mark Morais | $25,329 | $27,252 | — | $217,310 | | Thomas Pike | — | — | — | — | | Peter Neupert | — | — | — | — |

  90. Nonqualified Deferred Compensation

    Executive contributions are included in the salary for 2025 in the Summary Compensation Table. Mr. Morais has $87,280.07 associated with the Fortrea NQDC Plan; and $130,029.66 associated with the frozen Covance NQDC Plan. Mr. Morais is the only NEO participating in the Plan.

  91. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The tables that follow provide information related to compensation payable to each NEO, assuming termination of such executive’s employment on December 31, 2025, or assuming a change in control with a corresponding qualifying termination occurring on December 31, 2025. Amounts also assume the price of our common stock was $17.25, the closing price on December 31, 2025, the last trading day of 2025.

  92. Potential Payments Upon Termination per Executive Severance Plan

    Potential Payments Upon Termination per Executive Severance Plan Mr. Thakral, Ms. McConnell, and Mr. Morais are eligible to participate in the Executive Severance Plan adopted by Fortrea in connection with the Spin and as amended by the Board in connection with Mr. Thakral’s appointment as President and Chief Executive Officer, which provides participants with financial protection in circumstances involving a qualifying termination (which will generally include an involuntary termination without “cause” or voluntary termination with “good reason” (as such terms are defined in the Executive Severance Plan)). The severance payments for executives employed at or above Executive Vice President under the Executive Severance Plan in the event of a qualifying termination will be equal to the sum of the executive’s annual base salary and annual target bonus for the year of the qualifying termination (or, in the event that the qualifying termination occurs within 24 months following a “change in control” (as defined in the Executive Severance Plan), two times the sum of the executive’s annual base salary and annual target bonus for the year of the qualifying termination).

  93. Potential Payments Upon Termination per Executive Severance Plan

    | Name | Benefit | Early or Normal Retirement(3) | Involuntary Not for Cause or Good Reason Termination(4) | For Cause | Change-In- Control | Disability(5) | Death(6) | | Anshul Thakral | Severance – Base Salary | — | $2,200,000 | — | $3,300,000 | — | — | | | Severance – Fortrea Bonus Plan | — | $4,950,000 | — | $6,600,000 | — | — | | | Restricted Stock Units(1) | — | $0 | — | $21,562,500 | $21,562,500 | $21,562,500 | | | Performance Shares(1) | — | $0 | — | $21,562,500 | $21,562,500 | $21,562,500 | | | Health & Welfare Plans(2) | — | $75,596 | — | $75,596 | $700,000 | $1,500,000 | | | Total | — | $7,225,596 | — | $53,100,596 | $43,825,000 | $44,625,000 | | Jill McConnell | Severance – Base Salary | — | $509,000 | — | $1,018,000 | — | — | | | Severance – Fortrea Bonus Plan | — | $432,650 | — | $865,300 | — | — | | | Restricted Stock Units(1) | — | $872,427 | — | $1,476,238 | $1,476,238 | $1,476,238 | | | Performance Shares(1) | — | $541,851 | — | $1,428,093 | $1,428,093 | $1,428,093 | | | Health & Welfare Plans(2) | — | $48,959 | — | $48,959 | $404,500 | $1,018,000 | | | Total | — | $2,404,888 | — | $4,836,590 | $3,308,831 | $3,922,331 | | Mark Morais | Severance – Base Salary | — | $509,000 | — | $1,018,000 | — | — | | | Severance – Fortrea Bonus Plan | — | $432,650 | — | $865,300 | — | — | | | Restricted Stock Units(1) | — | $859,763 | — | $1,417,898 | $1,417,898 | $1,417,898 | | | Performance Shares(1) | — | $506,489 | — | $1,322,006 | $1,322,006 | $1,322,006 | | | Health & Welfare Plans(2) | — | $27,370 | — | $27,370 | $404,500 | $1,018,000 | | | Total | — | $2,335,271 | — | $4,650,573 | $3,144,404 | $3,757,904 |

  94. Potential Payments Upon Termination per Executive Severance Plan

    | 1 | Amounts represented by RSUs include 2021 and 2022 PSUs that converted to RSUs at time of Spin |

  95. Potential Payments Upon Termination per Executive Severance Plan

    | 2 | Any executive perquisites are cancelled effective date of separation; however, executives are eligible for reimbursement of eligible expenses up to effective date of termination. |

  96. Potential Payments Upon Termination per Executive Severance Plan

    | 3 | None of the NEOs are retirement eligible. |

  97. Potential Payments Upon Termination per Executive Severance Plan

    | 4 | Under Involuntary Not for Cause or Good Reason as well as Change-in-Control, Health & Welfare represent one year of reimbursement of executive for COBRA coverage for medical, dental and vision, an additional Medical Stipend equal to the cost of COBRA coverage for medical, dental, and vision, and outplacement services with such reimbursement capped at $3,000. |

  98. Potential Payments Upon Termination per Executive Severance Plan

    | 5 | Under Disability, amounts represent the what is to be paid to respective executive under Fortrea’s short and long-term disability plans. Fortrea’s short-term disability allows for 100% of the executive’s salary to be paid for 6 months. Fortrea’s supplemental long-term disability program, which the NEOs are eligible for, allows for a payment of up to $25,000 per month, with the maximum benefit to be determined by the length of eligibility and age. For the sake of this calculation, a term of one year has been used to determine the amount paid to the executive. |

  99. Potential Payments Upon Termination per Executive Severance Plan

    | 6 | Under Death, amount represents the death benefit under Fortrea’s company-sponsored life insurance plan—2x an employees annual base pay with a maximum of $1.5 million. |

  100. CEO Pay Ratio

    CEO Pay Ratio For 2025, as required by Item 402(u) of Regulation S-K, the Company identified a new median employee using our global employee population, excluding our CEO, as of December 1, 2025, which included all global full-time, part-time, temporary, and seasonal employees who were employed on that date. We used base salary as our consistently applied compensation measure across the employee population. The following jurisdictions constituting 5% of the Company’s total employees were excluded under the 5% de minimis rule: Philippines (169), Russia (27), Malaysia (17), Turkey (82), Columbia (38), Ukraine (149), Guatemala (16), South Africa (48), Taiwan (67), Costa Rica (47), Latvia (10), Switzerland (11), and Thailand (33). From the remaining employees, we leveraged a valid statistical sampling approach to produce a sample of employees who were paid within a 5% range of the estimated median base salary and selected an employee from within that group as our median employee. We determined the median employee’s annual total compensation using the methodology for the Company’s Summary Compensation Table, as set forth in Item 402(c)(2)(x) of Regulation S-K and compared it to the total compensation of our CEO, in order to arrive at the pay ratio disclosed below. Pursuant to the Pay Ratio rules, in the event a company has multiple individuals serving as CEO during the applicable fiscal year, it is permissible to calculate the CEO pay ratio based on the annualized compensation of the individual serving as the CEO on the median employee identification date. As noted above, Mr. Thakral was appointed our President and CEO effective August 4, 2025 and served in such capacity through December 31, 2025, the date on which we identified our median employee for purposes of calculating the CEO pay ratio for 2025. As such, for purposes of the CEO pay ratio calculation, given that Mr. Thakral did not commence employment until August 4, 2025, we annualized certain elements of his compensation, including base salary and the value of health and welfare insurance premiums. The compensation for Mr. Thakral in 2025, as reported in the Summary Compensation Table with necessary adjustments to annualize his compensation, was $12,282,560. The compensation of our median employee for 2025 was $62,683. Based upon the total CEO compensation and median employee compensation for 2025, our CEO to median employee pay ratio is estimated at 196:1. This ratio is a reasonable estimate calculated using a methodology consistent with SEC rules, as described above. As the SEC rules for identifying the median employee allow companies to adopt a variety of methodologies, and to use reasonable estimates and assumptions that reflect their compensation practices, pay ratios reported by other companies may not be comparable to the Company’s pay ratio reported above. Pay versus Performance The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the MDCC views the link between our performance and our NEOs’ pay. The MDCC did not consider the pay versus performance disclosure below in making its pay decisions. For a complete discussion of how the Company views its executive compensation structure, including alignment with Company performance and how pay was determined, see the Compensation Discussion and Analysis beginning on page 27. In accordance with SEC rules, the following table sets forth information concerning compensation actually paid (“CAP”), Total Stockholder Return (“TSR”), Net Income, and Adjusted EBITDA. These disclosures and the calculation of CAP are required by the SEC’s rules. Neither CAP nor the amount reported in the Summary Compensation Table (“SCT”) reflect the amount of compensation actually paid, earned or received during the applicable year. Per SEC rules, CAP was calculated by adjusting SCT Total values for the applicable year as described in the footnotes to the following table.

  101. CEO Pay Ratio

    | FISCAL YEAR (1) | SCT TOTAL FOR MR. PIKE (2) | SCT TOTAL FOR MR. NEUPERT (2) | SCT TOTAL FOR MR. THAKRAL (2) | CAP TO MR. PIKE (3) | | CAP TO MR. NEUPERT (3) | CAP TO MR. THAKRAL (3) | AVERAGE SCT TOTAL FOR NON-PEO NEOS (2) | AVERAGE CAP TO NON-PEO NEOS (3) | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: (4) | | NET INCOME (LOSS) ($ MILLIONS) (5) | | ADJUSTED EBITDA ($ MILLIONS) (6) | | | | | | | | | | | | | COMPANY TSR | PEER GROUP TSR | | | | | 2025 | $7,984,877 | $1,145,261 | $11,584,483 | | 3,294,366 | $2,896,506 | $31,937,826 | $1,648,831 | | 1,968,600 | $50.72 | $120.57 | ($ | 989) | $190 | | 2024 | $1,713,906 | n/a | n/a | ($ | 14,710,510) | n/a | n/a | $1,339,389 | ($ | 481,635) | $54.84 | $106.91 | ($ | 329) | $203 | | 2023 | $26,320,395 | n/a | n/a | | 34,238,046 | n/a | n/a | $3,154,484 | | 3,349,885 | $102.62 | $103.98 | ($ | 25) | $246 |

  102. CEO Pay Ratio

    | (1) Thomas Pike was our CEO from 2023 through May 13, 2025. Peter Neupert served as interim CEO from May 13, 2025 to August 4, 2025. Mr. Thakral was appointed our CEO on August 4, 2025. The other NEOs included for 2023, 2024, and 2025 are Jill McConnell and Mark Morais. |

  103. CEO Pay Ratio

    | (2) These amounts reflect (i) the total compensation reported in the SCT for the applicable year in the case of our CEO; and (ii) the average of the total compensation reported in the SCT for the applicable year for our Other NEOs. See the footnotes to the SCT for further detail regarding the amounts in this column. |

  104. CEO Pay Ratio

    | (3) Amounts reported in these columns represent CAP; adjustments were made to the amounts reported in the SCT for the applicable year. A reconciliation of the adjustments for our CEO and for the average of the Other NEOs is set forth in the following tables, which describe the adjustments, each of which is prescribed by the SEC rule to calculate the CAP amounts from SCT amounts. |

  105. CEO Pay Ratio

    | NEO | FISCAL YEAR | SCT TOTAL | MINUS STOCK AWARD VALUE & OPTION AWARD VALUE REPORTED IN SCT FOR THE COVERED YEAR | | PLUS YEAR END FAIR VALUE OF EQUITY AWARDS GRANTED DURING THE COVERED YEAR THAT REMAIN OUTSTANDING AND UNVESTED AS OF LAST DAY OF THE COVERED YEAR | PLUS YEAR OVER YEAR CHANGE IN FAIR VALUE AS OF THE LAST DAY OF THE COVERED YEAR OF OUTSTANDING AND UNVESTED EQUITY AWARDS GRANTED IN PRIOR YEARS | | FAIR VALUE AT VESTING OF OPTION AWARDS AND STOCK AWARDS GRANTED IN FISCAL YEAR THAT VESTED DURING FISCAL YEAR | PLUS YEAR OVER YEAR CHANGE IN FAIR VALUE AS OF THE VESTING DATE OF EQUITY AWARDS GRANTED IN PRIOR YEARS THAT VESTED DURING THE COVERED YEAR | | MINUS FAIR VALUE AT THE END OF THE PRIOR YEAR OF EQUITY AWARDS THAT FAILED TO MEET VESTING CONDITIONS IN THE COVERED YEAR | PLUS VALUE OF DIVIDENDS OR OTHER EARNINGS PAID ON STOCK OR OPTION AWARDS NOT OTHERWISE REFLECTED IN FAIR VALUE OR TOTRAL COMPENSATION FOR THE COVERED YEAR | CAP | | | Thakral | 2025 | $11,584,483 | ($ | 10,479,169) | $30,832,512 | | — | — | | — | — | — | | 31,937,826 | | Neupert | 2025 | $1,145,261 | ($ | 710,000) | $2,562,246 | | — | — | ($ | 101,001) | — | — | | 2,896,506 | | Pike | 2025 | $7,984,877 | | — | — | | — | $628,204 | ($ | 5,318,715) | — | — | | 3,294,366 | | Pike | 2024 | $1,713,906 | ($ | 594,000) | — | ($ | 11,498,710) | — | ($ | 4,331,706) | — | — | ($ | 14,710,510) | | Pike | 2023 | $26,320,395 | ($ | 24,128,640) | $32,021,869 | | — | — | | — | — | $24,422 | | 34,238,046 | | Average NEO | 2025 | $1,648,831 | ($ | 833,558) | $1,455,866 | ($ | 33,903) | $83,224 | ($ | 351,860) | — | — | | 1,968,600 | | Average NEO | 2024 | $1,339,389 | ($ | 819,671) | $247,672 | ($ | 1,028,236) | — | ($ | 220,789) | — | — | ($ | 481,635) | | Average NEO | 2023 | $3,154,484 | ($ | 2,420,555) | $2,670,583 | ($ | 52,524) | — | ($ | 9,173) | — | $7,070 | | 3,349,885 |

  106. CEO Pay Ratio

    | The fair value of options was determined by using the Black-Scholes option pricing method. The fair value of the PSUs was determined by using a Monte Carlo simulation pricing model and the probable outcome of the performance vesting conditions as of each measurement date and Company actual performance payouts for each completed performance period for the respective fiscal year. The fair value of the restricted stock was determined using the stock price on the appropriate measurement date. |

  107. CEO Pay Ratio

    | (4) The comparison assumes $100 was invested in the Company and in the S&P 1500 Healthcare Index, respectively, for the period starting July 1, 2023, the effective date of the registration of FTRE Common Stock, through the end of 2025. Historical stock performance is not necessarily indicative of future stock performance. All dollar values assume reinvestment of all dividends, where applicable. |

  108. CEO Pay Ratio

    | (5) “Net income” is equivalent to “Net earnings” as reported in the Company’s financial statements in its Annual Report on Form 10-K for fiscal year ended December 31, 2025 filed with the SEC. Figures provided for 2023 net income have been restated to reflect amended and restated disclosures due to a restatement identified in connection with the preparation of our financial statements for the quarter ended March 31, 2024, which identified errors impacting previously reported financial information, including to periods prior to the Spin (the “restatement”). |

  109. CEO Pay Ratio

    | (6) SEC rules require us to designate a “company-selected measure” that in our assessment represents the most important financial performance measure (other than total stockholder return, stock price, or net income) used by the Company to link the CAP of our NEOs, for the most recently completed fiscal year, to our performance. We selected Adjusted EBITDA as this measure for 2025, as reflected in the table above. Adjusted EBITDA is a non-GAAP measure. See the reconciliation of Adjusted EBITDA on Appendix A attached to this proxy statement. We may determine a different financial performance measure to be the most important financial performance measure in future years. Figures provided for 2023 reflect amended and restated disclosures due to the restatement. |

  110. Relationship Between Compensation Actually Paid (“CAP”) and Financial Performance Measures

    Relationship Between Compensation Actually Paid (“CAP”) and Financial Performance Measures The chart below illustrates the relationship between PEO and other NEO average CAP amounts and the Company’s and Peer Group TSR during the period 2023-2025 assuming $100 initial investment on July 1, 2023. The charts below illustrate the relationship between PEO and other NEO average CAP amounts and the Company’s Net Income and Adjusted EBITDA during the period 2023-2025. PROPOSAL 3:

  111. 2025 Director Compensation Table

    2025 Director Compensation Table The following table sets forth summary compensation information for our directors for the fiscal year ended December 31, 2025. The compensation received by Mr. Thakral as an employee, and by Mr. Pike prior to his termination, is included in the “Summary Compensation Table” above. Mr. Neupert is not included in the table below. Pursuant to Instruction 3 to Item 402(c) of Regulation S-K, Mr. Neupert’s compensation as a non-employee director during fiscal 2025 prior to and after his service as Interim CEO is included in the “Summary Compensation Table” above.

  112. 2025 Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($) | Restricted Stock units ($)(2)(3) | Total ($) | | Edward Pesicka | $90,000 | $210,000 | $300,000 | | Dr. Amrit Ray | $130,000 | $210,000 | $340,000 | | Erin L. Russell(1) | $82,500 | $420,000 | $502,500 | | Machelle Sanders(2) | $100,000 | $210,000 | $310,000 | | William Sharbaugh | $22,500 | — | $22,500 | | David Smith(4) | $107,466 | $210,000 | $317,466 | | R. Andrew Eckert(1) | $75,000 | — | $75,000 |

  113. 2025 Director Compensation Table

    | (1) Ms. Russell joined the Board of Directors in 2025, replacing Mr. Eckert who served on the Board for a partial year in 2025. Mr. Eckert received a prorated annual cash retainer. Ms. Russell received a partial year cash retainer and an initial RSU grant, in addition to her normal annual RSU grant. |

  114. 2025 Director Compensation Table

    | (2) All RSUs granted to any directors have been valued based on the fair value of the RSUs using the market value as of the date of grant. A discussion of the assumptions used in calculating these values can be found in Note 15 to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. |

  115. 2025 Director Compensation Table

    | (3) The aggregate number of RSUs outstanding for each director appears in “Security Ownership of Certain Beneficial Owners and Management.” |

  116. 2025 Director Compensation Table

    | (4) Mr. Smith elects to have US tax withholding; therefore, his fees paid in cash are net of taxes. |

  117. 2025 Director Compensation Table

    Equity Compensation Plan Information The following table provides certain information as of December 31, 2025, regarding Fortrea’s equity compensation plans.

  118. 2025 Director Compensation Table

    | Plan | Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) | Weighted- average exercise price of outstanding options, warrants and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column(a)) (c) | | Equity compensation plans approved by security holders | 5,588,892 | — | 7,900,217 | | Equity compensation plans not approved by security holders(1) | 2,820,000 | — | 2,180,000 | | Total | 8,408,892 | — | 10,080,217 |

  119. 2025 Director Compensation Table

    | (1) Includes equity issued and reserved for issuance under the Inducement Plan. |

  120. 2025 Director Compensation Table

    Security Ownership of Certain Beneficial Owners and Management Common Stock To the best of our knowledge, the following table sets forth certain information with respect to holdings of our Common Stock by (i) stockholders who beneficially owned more than 5% of the outstanding shares of our Common Stock, and (ii) each of our directors (which includes all nominees), each of our named executive officers and all directors and executive officers as a group as of April 15, 2026, unless otherwise indicated. The number of shares beneficially owned by each stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which a person or an entity has sole or shared voting power or investment power. Applicable percentage ownership is based on 94,584,730 shares of Common Stock outstanding and entitled to vote as of April 15, 2026. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to options, warrants or other rights held by such person that are currently exercisable or will become exercisable within 60 days of April 15, 2026 are considered outstanding, although these shares are not considered outstanding for purposes of computing the percentage ownership of any other person. Unless otherwise indicated, the address of each beneficial owner listed below is 8 Moore Drive, Durham, North Carolina 27713. We believe, based on information provided to us, that each of the stockholders listed below has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.

  121. 2025 Director Compensation Table

    | Name of Beneficial Owner | Common Stock Beneficially Owned | Percentage | | 5% or Greater Stockholders | | | | BlackRock, Inc.(1) | 13,807,176 | 14.60% | | The Vanguard Group(2) | 8,691,374 | 9.19% | | The Goldman Sachs Group, Inc.(3) | 8,031,366 | 8.49% | | Named Executive Officers | | | | Anshul Thakral(4) | — | * | | Jill McConnell(5) | 85,086 | * | | Mark Morais(6) | 87,334 | * | | Non-Employee Directors | | | | Peter Neupert(7) | 246,668 | * | | Edward Pesicka(8) | 52,453 | * | | Dr. Amrit Ray(9) | 52,453 | * | | Erin L. Russell(10) | 72,671 | * | | Machelle Sanders(11) | 46,099 | * | | William Sharbaugh(12) | — | * | | David Smith(13) | 48,361 | * | | All executive officers and directors as a group (10 persons)(14) | 691,125 | * |

  122. 2025 Director Compensation Table

    | * Less than one percent. |