ftre-202505090001965040FALSE00019650402025-05-122025-05-12
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
May 9, 2025
Date of Report (Date of earliest event reported)
Fortrea Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware | | 001-41704 | | 92-2796441 |
(State or other jurisdiction of Incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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8 Moore Drive | | |
Durham, | North Carolina | | 27709 |
(Address of principal executive offices) | | (Zip Code) |
(Registrant’s telephone number including area code) 877-495-0816
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act.
Title of Each Class Trading Symbol Name of exchange on which registered
Common Stock, $0.001 par value FTRE The NASDAQ Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Executive Officer; Resignation from the Board of Directors
On May 12, 2025, Fortrea Holdings, Inc. (the “Company”) announced that Thomas Pike is stepping down as the Company’s Chief Executive Officer (“CEO”) on May 13, 2025 (the “Transition Date”). In connection with his departure, Mr. Pike will resign as a member of the Company’s Board of Directors (the “Board”) and all other positions he holds with the Company and its subsidiaries, effective as of the Transition Date. Mr. Pike’s departure was not the result of any disagreements between Mr. Pike and the Company. Mr. Pike’s departure and the related arrangements disclosed herein were approved by the Board on May 9, 2025. Mr. Pike will receive severance as provided in Section 7(e) of his Executive Employment Agreement, dated as of January 4, 2023.
In connection with Mr. Pike’s departure, the Company and Mr. Pike also entered into a consulting agreement, effective May 13, 2025 (the “Consulting Agreement”), pursuant to which Mr. Pike shall serve as a special consultant to the Company and will perform such reasonable duties mutually agreed to between Mr. Pike and the Company until at least September 30, 2025, unless terminated earlier under the Consulting Agreement. Pursuant to the Consulting Agreement, the Company shall retain Mr. Pike as a “Service Provider” (as defined in the Fortrea Holdings Inc. 2023 Omnibus Incentive Plan (the “Incentive Plan”)) and, as a result, Mr. Pike’s restricted stock units (“RSUs”) granted under the Incentive Plan shall continue to vest during the term of the Consulting Agreement.
The foregoing description of the Consulting Agreement is qualified in its entirety by the terms of the Consulting Agreement, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2025.
Appointment of Interim Chief Executive Officer
Effective as of the Transition Date, the Board has appointed Peter M. Neupert, 69, a director on the Board, to succeed Mr. Pike as Interim Chief Executive Officer (“Interim CEO”). Mr. Neupert will remain a member of the Board.
Mr. Neupert was appointed to the Board in connection with the spin-off of the Company from Labcorp Holdings Inc. on June 30, 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 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 and as a director of Adaptive Biotechnologies Corporation. 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.
In connection with Mr. Neupert’s appointment as Interim CEO, the Company and Mr. Neupert entered into an offer letter, effective May 13, 2025 (the “Offer Letter”). During the term of his employment as Interim CEO pursuant to the Offer Letter, the Company will pay Mr. Neupert a base salary at a rate of $100,000 per month, paid in accordance with the Company’s regular payroll schedule. In addition, the Company will grant Mr. Neupert RSUs equal to $710,000 in value, with the actual number of shares underlying the RSUs calculated using the fair market value of the Company’s common stock as of the date of grant. 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 CEO. The RSUs will be governed by the terms of the Incentive Plan. Mr. Neupert’s employment is at will, meaning that either he or the Company may terminate his employment at any time and for any reason.
There are no arrangements or understandings between Mr. Neupert and any other persons, pursuant to which he was appointed as Interim CEO and principal executive officer, no family relationships among any of the Company’s directors or executive officers and Mr. Neupert, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The foregoing description of the Offer Letter is qualified in its entirety by the terms of the Offer Letter, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2025.
Item 7.01 Regulation FD Disclosure.
On May 12, 2025, Fortrea Holdings Inc. (the “Company”) issued a press release announcing the Company’s Chief Executive Officer transition. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information contained in, or incorporated into, Item 7.01, including the press release attached as Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
Item 8.01 Other Events.
Other Board Changes
In connection with Mr. Neupert’s appointment as Interim CEO, Mr. Neupert resigned from his roles as Lead Independent Director and a member of the Board’s Audit Committee and Nominating, Corporate Governance and Compliance Committee, effective May 13, 2025.
Effective May 13, 2025, the Board appointed Mr. Neupert to serve as Chair of the Board, Dr. Amrit Ray to serve as Lead Independent Director, Erin Russell to serve as a member of the Board’s Audit Committee, and Machelle Sanders to serve as Chair of the Nominating, Corporate Governance and Compliance Committee. Each of the Board’s committees is governed by a written charter approved by the Board, and those charters are available on the Company’s website at: https://ir.fortrea.com/governance/governance-documents.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
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| Exhibit No. | | Description |
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104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | Fortrea Holdings Inc. |
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| By: | /s/ Stillman Hanson |
| | Name: Stillman Hanson |
| | Title: General Counsel and Secretary |
Date: May 12, 2025 | | |
DocumentFortrea Announces CEO Stepping Down
Peter M. Neupert, Fortrea’s Lead Independent Director, will serve as Interim CEO as Thomas Pike steps down
DURHAM, N.C., May 12, 2025 — Fortrea (Nasdaq: FTRE) (the “Company"), a leading global contract research organization (CRO), today announced that Thomas Pike is stepping down from his role as Fortrea’s Chief Executive Officer and as Chairman of its Board. Fortrea’s Lead Independent Director, Peter M. Neupert, will serve as Interim Chief Executive Officer and Board Chair, beginning May 13, 2025. As part of a succession planning process, an executive search is already at an advanced stage. Mr. Pike has entered into a consulting agreement with the Company to serve as a resource to its leadership team through the transition.
“On behalf of Fortrea’s Board, I would like to thank Tom for his invaluable contributions and leadership to Fortrea during a pivotal time,” said Neupert. “Tom has led the company through a challenging period, navigating a complex operating environment while laying critical groundwork for long-term improvement. With Fortrea now operating as a fully independent company as it approaches two years since its spin, Tom and the Board agreed that this is the right time to move ahead with this planned transition.”
“The Fortrea story is more than 30 years in the making, and it’s time for the next chapter,” said Pike. “Since joining almost two and a half years ago when Fortrea was still notional, I have been honored to work with the leadership team as we led the Company’s formation and transition, delivered for our customers, and developed an extraordinary team of talented people around the world. Over time, we have created a leading, agile CRO, bringing unique focus and capabilities to address the needs of customers and achieve our patient-inspired purpose. I am proud of our shared achievements and believe the best is yet to come.”
Peter M. Neupert is a seasoned leader and board member with a track record of success in the healthcare and technology industries. He 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, Neupert served as Corporate Vice President, Health Solutions Group at Microsoft from August 2005 to January 2012, and as the founding Chief Executive Officer and Chairman of the board of directors of drugstore.com, which he joined in July 1998.
Earnings Call and Replay
Fortrea will hold its earnings conference call at 9 a.m. ET on May 12, 2025, which will include a question and answer session. To participate in the earnings call, participants should register online at the Fortrea Investor Relations website. To avoid potential delays, please join at least 10 minutes prior to the start of the call. The conference call can also be accessed through the following earnings webcast link. A replay of the live conference call will be available shortly after the conclusion of the event and accessible on the events and presentations section of the Fortrea website. A supplemental slide presentation will also be available on the Investor Relations website prior to the start of the call.
About Fortrea
Fortrea (Nasdaq: FTRE) is a leading global provider of clinical development solutions to the life sciences industry. We partner with emerging and large biopharmaceutical, biotechnology, medical device and diagnostic companies to drive healthcare innovation that accelerates life changing therapies to patients. Fortrea provides phase I-IV clinical trial management, clinical pharmacology and consulting services. Fortrea’s solutions leverage three decades of experience spanning more than 20 therapeutic areas, a passion for scientific rigor, exceptional insights and a strong investigator site network. Our talented and diverse team working in about 100 countries is scaled to deliver focused and agile solutions to customers globally. Learn more about how Fortrea is becoming a transformative force from pipeline to patient at Fortrea.com and follow us on LinkedIn and X (formerly Twitter).
Cautionary Statement Regarding Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “guidance,” “expect,” “assume,” “anticipate,” “intend,” “plan,” “forecast,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from the Company’s expectations due to a number of factors, including, but not limited to, the following: the duration and results of the search for a new chief executive officer; the Company’s ability to successfully implement the Company’s business strategies and execute the Company’s long-term value creation strategy; risks and expenses associated with the Company’s international operations, tariff policies, trade sanctions and other trade restrictions, and currency fluctuations; the Company’s customer or therapeutic area concentrations; any further deterioration in the macroeconomic environment or further changes in government regulations and funding, which could lead to defaults or cancellations by the Company’s customers; the risk that the Company’s backlog and net new business may not be indicative of the Company’s future revenues and that the Company might not realize all of the anticipated future revenue reflected in the Company’s backlog; the Company’s ability to generate sufficient net new business awards, or if net new business awards are delayed, terminated, reduced in scope, or fail to go to contract; if the Company underprices its contracts, overruns its cost estimates, or fails to receive approval for, or experiences delays in documentation of change orders; and other factors described from time to time in documents that the Company files with the SEC. For a further discussion of the risks relating to the Company’s business, see the “Risk Factors” Section of the Company’s Annual Report on Form 10-K for the year ended December 31. 2024, as filed with the Securities and Exchange Commission (the “SEC”), as such factors may be amended or updated from time to time in the Company’s subsequent periodic and other filings with the SEC, which are accessible
on the SEC’s website at www.sec.gov. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in the Company’s filings with the SEC. All forward-looking statements are made only as of the date of this release, and the Company does not undertake any obligation, other than as may be required by law, to update or revise any forward-looking statements to reflect future events or developments.
Fortrea Contacts:
Hima Inguva (Investors) – 877-495-0816, hima.inguva@fortrea.com
Sue Zaranek (Media) – 919-943-5422, media@fortrea.com
Kate Dillon (Media) – 646-818-9115, kdillon@prosek.com