DEF 14A of Forward Air Corp, Apr 29, 2026

DEF 14A of Forward Air Corp

Filed Apr 29, 2026 · FY20250001104659-26-051569

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS Our Bylaws permit the Board to fix the size of the Board. At the date of this Proxy Statement, our Board is currently comprised of seven directors, five of which are non-employee directors. The Board is committed to recruiting and nominating directors for election who will collectively provide the Board with the necessary diversity of experience, skills and characteristics to enhance the Board’s ability to manage and direct the affairs and business of the Company and to make fully informed, comprehensive decisions. In recommending candidates for election to the Board, in the context of the perceived needs of the Board at that time, the Corporate Governance and Nominating Committee evaluates a candidate’s knowledge, experience, skills, expertise and diversity, and any other factors that the Corporate Governance and Nominating Committee deems relevant. In particular, the Board and the Corporate Governance and Nominating Committee believe that the Board should be comprised of a well-balanced group of individuals. The Board has unanimously approved the nominations of Dale W. Boyles, Christine M. Gorjanc, Jerome Lorrain, Shawn Stewart and Paul Svindland, each to hold office until the 2027 Annual Meeting of Stockholders or until a successor has been duly elected and qualified. Each nominee has consented to serve if elected.

  2. Director Nominees

    Director Nominees On January 25, 2024, the Company completed the acquisition of Omni Newco LLC, a Delaware limited liability company (“Omni”) pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (as amended by Amendment No. 1, dated as of January 22, 2024, the “Omni Merger Agreement”), among the Company, Omni and the other parties thereto (the “Omni Acquisition”). At the closing of the Omni Acquisition, the Company entered into (i) a stockholders agreement (the “REP Stockholders Agreement”) with affiliates of Ridgemont Equity Partners (“REP”) that provides, among other things, that REP has the ongoing right to nominate two directors to the Board and (ii) a stockholders agreement (the “EVE Stockholders Agreement” and, together with the REP Stockholders Agreement, the “Stockholders Agreements”) with certain former indirect equity holders of Omni related to EVE Omni Investor, LLC (the “EVE Related Holders” and, together with REP, the “Major Stockholders”) that provides, among other things, that the EVE Related Holders have the ongoing right to nominate one director to the Board. The Stockholders Agreements provide the Major Stockholders the right to nominate their respective nominees, subject to terms and conditions related to ongoing ownership of equity securities of the Company by each respective Major Stockholder. As previously disclosed, the EVE Related Holders have waived their nomination right, and such waiver is ongoing as of the date of this Proxy Statement. Additionally, REP informed the Company that it will not be nominating directors to the Board for election at the 2026 Annual Meeting, while reserving its nomination rights under the REP Stockholders Agreement. Accordingly, Charles L. Anderson and Robert L. Edwards, Jr. are not standing as nominees for election at the 2026 Annual Meeting. Our Board has determined that all of the director nominees are qualified to serve as directors of the Company. In addition to the specified business experience listed below, each of the director nominees has the background skills and attributes that the Board believes are required to be an effective director of the Company, including experience at senior levels in areas of expertise helpful to the Company, a willingness and commitment to assume the responsibilities required of a director of the Company and the character and integrity the Board expects of its directors. In addition, each Stockholders Agreement, among other things, (a) requires the applicable Major Stockholders to vote such Major Stockholders’ voting securities of the Company in favor of directors nominated by the Board and against any other nominees, (b) provides that each of the applicable Major Stockholders is subject to standstill restrictions, subject to certain exceptions, and (c) prohibits the applicable Major Stockholders from transferring equity securities of the Company, subject to certain exceptions, to certain competitors of the Company and to other stockholders of the Company beneficially owning more than 10% of the Company’s voting power. The following persons are our Board’s nominees for election to serve as directors until the 2027 Annual Meeting of Stockholders or until a successor has been duly elected and qualified. There are no family relationships between any of the director nominees. Certain information relating to our Board’s nominees, furnished by the nominees, is set forth below. The ages set forth below are accurate as of the date of this Proxy Statement.

  3. Director Nominees

    | DALE W. BOYLES | Director since 2024 Age 65 |

  4. Director Nominees

    Mr. Boyles has served since January 2017 as the Chief Financial Officer of Warrior Met Coal, Inc., a U.S.-based environmentally and socially minded supplier of metallurgical coal. From November to December 2016, he provided consulting services to Warrior Met Coal, LLC. Mr. Boyles was the Chief Financial Officer of Noranda Aluminum Holding Corporation (formerly NYSE listed under “NOR”), a primary aluminum and aluminum coil manufacturer, from November 2013 to November 2016. While in that role, he oversaw the voluntary reorganization under Chapter 11 of the Bankruptcy Code of Noranda in 2016. From 2006 to June 2012, Mr. Boyles served in several capacities for Hanesbrands, Inc. (NYSE listed under “HBI”), an apparel company, including Operating Chief Financial Officer from October 2011 to June 2012, Interim Chief Financial Officer from May 2011 to October 2011, and Vice President, Controller and Chief Accounting Officer from 2006 to May 2011. From 1997 to 2006, he served in various capacities for KPMG LLP, most recently as Audit Partner, Consumer & Industrial Markets. Mr. Boyles was Corporate Division Controller for Collins & Aikman Corporation from 1993 to 1996. Mr. Boyles holds a B.S. in Accounting from the University of North Carolina — Charlotte. Mr. Boyles is a certified public accountant. Qualifications. The Board believes that Mr. Boyles is qualified to serve on the Board because of his extensive experience serving in various leadership roles at several companies and his knowledge of accounting principles, financial reporting and internal controls.

  5. Director Nominees

    | CHRISTINE M. GORJANC | Director since 2024 Age 69 |

  6. Director Nominees

    Ms. Gorjanc currently serves as an independent director for various public companies, including as a member of the board of directors of Polestar, an electric performance car brand, since October 2024 where she serves as the audit committee chair and a member of the compensation committee. She served on the board of Juniper Networks, a leader in secure AI-driven networks, from May 2019 through July 2025 when Juniper Networks was acquired in a $14 billion acquisition by Hewlett Packard Enterprise Co. In this role, she served on the audit committee and also as lead independent director. Ms. Gorjanc also served on the board of directors of Invitae, a genetic testing and services company, from 2015 to August 2024 where she served as the audit committee chair and a member of the compensation committee. Ms. Gorjanc briefly served as the Interim Chief Executive Officer of Invitae, Inc. from July until August 2023. Ms. Gorjanc also served on the boards of directors of Zymergen, Inc. from March 2021 to October 2022, and Shapeways Holdings from 2023 to 2024. Ms. Gorjanc served as the Chief Financial Officer of Arlo Technologies, Inc., an intelligent cloud infrastructure and mobile app platform company, from August 2018 to June 2020. She previously served as the Chief Financial Officer of NETGEAR, Inc., a provider of networking products and services from January 2008 to August 2018, where she also served as Chief Accounting Officer from December 2006 to January 2008 and Vice President, Finance from November 2005 through December 2006. Prior to joining NETGEAR, Inc., Ms. Gorjanc spent eight years in public accounting. Ms. Gorjanc holds a B.A. in Accounting from the University of Texas at El Paso and a Master’s in Taxation from Golden Gate University. She has also received her director certification from the NACD (National Association of Corporate Directors). Qualifications. The Board believes that Ms. Gorjanc is qualified to serve on the Board because of her extensive experience in senior leadership roles, executive experience and financial expertise gained through her service as a chief financial officer of rapidly growing international technology companies including experience in operations, supply chain and information technology.

  7. Director Nominees

    | JEROME LORRAIN | Director since 2024 Age 50 |

  8. Director Nominees

    Mr. Lorrain has served as the Executive Chairman of the Board since June 2025 after previously serving as an independent director of the Company from October 2024 to June 2025. Mr. Lorrain has decades of experience serving in a variety of roles in the logistics and transportation industry. From March 2024 to July 2025, Mr. Lorrain served as executive chairman of FluentCargo, a supply chain and transportation technology company based in Australia. Mr. Lorrain has also served as chairman of the board of Arrive Logistics from April 2021 to August 2023, board member of ATL Partners from July 2020 to August 2023 and executive chairman of the board of Pilot Freight Services from July 2020 to May 2022. Prior to these roles, Mr. Lorrain served as Chief Operating Officer of CEVA Logistics, a global end-to-end logistics company, from July 2014 to June 2020. Mr. Lorrain currently serves as a director of Log-Hub, a supply chain solution and optimization company and as a director of FluentCargo. Mr. Lorrain holds a Bachelor’s Degree in Mathematics, Chemistry and Biology from Lycee Fabert — Metz as well as a Technician Degree in Logistics and Transportation from the University of Paris — Créteil and a Master’s Degree in Logistics from Ecole Superieure Internationale de Logistique — Metz. Qualifications. The Board believes that Mr. Lorrain is qualified to serve on the Board because of his extensive executive experience in the transportation and logistics sector.

  9. Director Nominees

    | SHAWN STEWART | Director since 2024 Age 52 |

  10. Director Nominees

    Mr. Stewart has served as Chief Executive Officer and member of the Board since joining the Company in April 2024. Previously, Mr. Stewart served as President and Managing Director of North America for CEVA Logistics, a global end-to-end logistics company, from April 2020 to March 2024. Prior to being named President and Managing Director, North America, Mr. Stewart held numerous leadership positions of increasing responsibility at CEVA Logistics since joining its predecessor, EGL, Inc., in 1995, including serving as Executive Vice President — Freight Management, North America, Senior Vice President — Ground Transport, North America and Regional Vice President. From 1992 to 1998, Mr. Stewart served with distinction in the United States Navy, where he received the Navy Achievement Medal for his exemplary service aboard the USS Inchon and USS Theodore Roosevelt. Qualifications. The Board believes that Mr. Stewart’s experience in senior leadership positions in the logistics and transportation industry as well as his position as the Company’s Chief Executive Officer provide the Board with significant insight into the Company’s strategy and operations.

  11. Director Nominees

    | PAUL SVINDLAND | Director since 2025 Age 55 |

  12. Director Nominees

    Mr. Svindland is an experienced executive with three decades of experience in the transportation and logistics industry. He serves as Chairman of STG Logistics, a port-to-door services and supply chain solutions company, and previously served as its Chief Executive Officer from February 2020 to April 2025. Additionally, Mr. Svindland is the CEO of Mallory Alexander, a private equity-backed global freight forwarder. From July 2017 to March 2021, Mr. Svindland also served as the Chief Executive Officer and director of Celadon Group, Inc., a full-service domestic trucking company. Mr. Svindland is a graduate of Syracuse University and also holds an M.B.A. from the Wharton School at the University of Pennsylvania. Qualifications. The Board believes that Mr. Svindland’s extensive experience in the logistics and transportation industry provides valuable insight to the Board.

  13. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The general policy of the Board is that compensation for non-employee directors should be a mix of cash and equity-based compensation. The Company does not pay employee directors for Board service in addition to their regular employee compensation. The Corporate Governance and Nominating Committee, which consists solely of independent non-employee directors, has the primary responsibility for reviewing and considering any revisions to the non-employee director compensation program. In accordance with the Corporate Governance and Nominating Committee’s recommendations, during 2025, the non-employee directors’ cash compensation program was as follows, which is expected to continue in 2026: • an annual cash retainer of $85,000 for all non-employee directors; • an additional annual cash retainer of $125,000 for the Chairman, if independent; • an additional annual cash retainer of $50,000 for the Lead Independent Director, if any; • an additional annual cash retainer of $20,000 for each of the Chairs of the Audit Committee, Corporate Governance and Nominating Committee and Compensation Committee; and • an additional annual cash retainer of $10,000 for all non-Chair Audit Committee members, Compensation Committee members and Corporate Governance and Nominating Committee members. All directors are reimbursed reasonable travel expenses for meetings attended in person. The Company also reimburses directors for expenses associated with participation in continuing director education programs. In addition, on the first business day after each annual meeting of stockholders, each non-employee director is granted an equity or equity-based award (the “Annual Grant”) in such form and size as the Board determines from year to year. Unless otherwise determined by the Board, the Annual Grants will become vested and non-forfeitable on the earlier of (a) the day immediately prior to the first annual meeting of stockholders that occurs after the grant date or (b) the first anniversary of the grant date, so long as the non-employee director’s service with the Company does not earlier terminate. Each director may elect to defer receipt of the shares until the director departs from the Board. If a director elects to defer receipt, the Company will issue deferred stock units in which the director does not have voting rights or other incidents of ownership until the shares are issued. Each deferred stock unit is eligible for a dividend equivalent in the form of additional restricted stock units for each cash dividend paid by the Company. Director Compensation Table for 2025 The following table shows the compensation the Company paid in 2025 to its non-employee directors:

  14. DIRECTOR COMPENSATION

    | Name | Fees Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | Ana Amicarella(4) | 46,731 | — | — | 46,731 | | Charles L. Anderson | 95,000 | 130,000 | — | 225,000 | | Valerie Bonebrake(5) | 42,280 | — | — | 42,280 | | Dale W. Boyles | 110,000 | 130,000 | — | 240,000 | | Robert L. Edwards, Jr. | 100,549 | 130,000 | — | 230,549 | | Christine M. Gorjanc | 110,549 | 130,000 | — | 240,549 | | Michael B. Hodge(6) | 69,070 | 130,000 | — | 199,070 | | George S. Mayes, Jr.(7) | 97,912 | — | — | 97,912 | | Javier Polit(8) | 42,280 | — | — | 42,280 | | Paul Svindland(9) | 91,566 | 130,000 | — | 221,566 | | Laurie A. Tucker(10) | 46,731 | — | — | 46,731 |

  15. DIRECTOR COMPENSATION

    Represents the aggregate grant date fair value of unvested restricted share awards and any deferred stock unit awards. The fair values of these awards were determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation — Stock Compensation” (“ASC 718”). The assumptions used in determining the grant date fair values of these awards are set forth in the notes to the Company’s consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC. (2) As of December 31, 2025, there were 32,160 unvested restricted shares outstanding, no deferred stock units outstanding and no dividend equivalent rights outstanding. (3) There were no dividend payments on unvested restricted shares or dividend equivalents credited on deferred stock unit awards in 2025. (4) Ms. Amicarella did not stand for re-election at the 2025 Annual Meeting of Stockholders held on June 11, 2025. (5) Ms. Bonebrake did not stand for re-election at the 2025 Annual Meeting of Stockholders held on June 11, 2025. (6) Mr. Hodge resigned from the Board on August 29, 2025. (7) Mr. Mayes resigned from the Board on June 11, 2025. (8) Mr. Polit resigned from the Board on June 11, 2025. (9) Mr. Svindland was elected to the Board at the 2025 Annual Meeting of Stockholders held on June 11, 2025. (10) Ms. Tucker resigned from the Board on June 11, 2025. The following table indicates the aggregate number of deferred stock units and unvested restricted shares held by each incumbent director as of December 31, 2025

  16. DIRECTOR COMPENSATION

    | Name | Number of Deferred Stock Units and/or Unvested Restricted Shares(1) | | Charles L. Anderson | 6,432 | | Dale W. Boyles | 6,432 | | Robert L. Edwards, Jr. | 6,432 | | Christine M. Gorjanc | 6,432 | | Paul Svindland | 6,432 |

  17. DIRECTOR COMPENSATION

    (1) There were no deferred stock units outstanding as of December 31, 2025. Board Stock Ownership Guidelines The Board believes that directors more effectively represent the Company’s stockholders, whose interests they are charged with advancing, if they are stockholders themselves. Therefore, the Board established certain independent director stock ownership guidelines which are set forth in the Company’s Corporate Governance Guidelines. Specifically, the Company’s independent directors are required to own shares of Company Common Stock, with a value equal to at least five times the annual cash retainer for independent directors. Unvested restricted stock is permitted to count towards the stock ownership guidelines. The Board monitors the progress of each independent director towards meeting their ownership guidelines and will determine what actions, if any, to take to address the noncompliance. Each new independent director has five years from the date he or she joins the Board to accumulate this ownership position. If the independent director has not satisfied his or her ownership stake within five years from the date that he or she joins the Board, the director is required to retain 100% of all shares until he or she is in compliance. Our independent directors, each of whom joined the Board in 2024 and 2025, as applicable, do not currently meet the stock ownership requirement. We expect that our independent directors will meet the stock ownership requirement within the compliance period based on annual grants under the 2025 Non-Employee Director Stock Plan.

  18. Compensation Practices

    | What We Do | What We Don’t Do | | • Provide pay opportunities that are appropriate to the size of the Company | • Allow repricing or backdating of stock options without stockholder approval | | • Maintain a pay program that is heavily performance-based and uses multiple performance measures | • Provide excise tax gross-ups | | • Disclose financial performance metrics and goals used in our incentive plans | • Allow executive officers to hedge or pledge Company Common Stock | | • Create alignment between executives and stockholders through long-term equity incentives linked to stock price and measurement of stock performance versus peer companies | • Provide special supplemental executive retirement programs | | • Maintain meaningful executive stock ownership and retention guidelines | • Provide tax gross-ups on perquisites | | • Annually review the risk profile of compensation programs and maintain risk mitigators | • Provide significant perquisites | | • Provide market-aligned severance and change-in-control protection | |

  19. Compensation Practices

    | What We Do | What We Don’t Do | | • Require double-trigger vesting on long-term equity awards in the event of a change in control | | | • Maintain a Dodd-Frank compliant clawback policy requiring the mandatory recovery of erroneously awarded incentive-based compensation paid to an executive officer upon an accounting restatement | | | • Maintain an additional recoupment policy allowing recovery of cash or equity-based compensation in certain circumstances, including material negative revisions to relevant financial results, material violations of the Code of Business Conduct and reckless supervision under certain circumstances | | | • Retain an independent compensation consultant engaged by, and reporting directly to, the Committee | |

  20. Key Elements of Executive Compensation Program

    | | Target Annual Incentives | | | | | | NEO | Base Salary ($) | Target Annual Incentives ($) | As a Percent of Base Salary | Target Long-Term Incentive ($) | Total Target Compensation ($) | | Shawn Stewart | 900,000 | 900,000 | 100% | 3,000,000 | 4,800,000 | | Jamie Pierson | 625,000 | 468,750 | 75% | 1,150,000 | 2,243,750 | | Jerome Lorrain | 450,000 | — | — | 750,000 | 1,200,000 | | Michael L. Hance | 500,000 | 375,000 | 75% | 600,000 | 1,475,000 | | Eric Brandt | 525,000 | 393,750 | 75% | 500,000 | 1,418,750 |

  21. Annual Incentive Compensation

    Annual Incentive Compensation Overview In 2025, reflecting the Company’s continued progress in stabilizing its capital structure and the evolution of stockholder priorities beyond the immediate covenant compliance concerns that shaped 2024, the Committee shifted the primary financial performance metric for the annual cash incentive plan from Consolidated EBITDA, as calculated under the Credit Agreement, to Adjusted EBITDA. Unlike Consolidated EBITDA, Adjusted EBITDA is not a financial covenant under the Company’s loan facilities, and its selection reflects the Committee’s view that, as the most acute liquidity pressures of the post-Omni acquisition period have moderated, the focus of the executive compensation program should shift toward incentivizing sustainable profitability and operational performance. The Committee believes this transition better aligns executive incentives with the Company’s current strategic priorities, including finalizing the Omni integration and executing on the Company’s broader transformation strategy. Plan Design Target Opportunity. Annual cash incentive plan target opportunity levels (reflected as a percentage of base salary) approved by the Committee for the NEOs in 2025, which remained unchanged from the prior year, were 100% of base salary for Mr. Stewart and 75% of base salary for all other NEOs (excluding Mr. Lorrain, who does not participate in the annual cash incentive plan). Performance Components. Similar to 2024, 100% of the total cash incentive opportunity under the 2025 Annual Cash Incentive Plan for all NEOs was based on Company performance. Performance Metrics. The Committee established full year 2025 Adjusted EBITDA and Unlevered Free Cash Flow for the twelve months ended December 31, 2025 as the performance metrics for the 2025 annual cash incentive plan as follows:

  22. Annual Incentive Compensation

    | Annual Cash Incentive Plan | | | Components of Plan | Weighing As a Percent of Target | | Adjusted EBITDA | 70% | | Unlevered Free Cash Flow | 30% |

  23. Annual Incentive Compensation

    Adjusted EBITDA, for purposes of the 2025 Annual Cash Incentive Plan, is generally defined as Reported EBITDA less certain adjustments for non-cash, non-recurring and non-operational items which are typically made when calculating Adjusted EBITDA, including integration costs, severance, project start-up and facility shut-down costs and IT implementation costs. Unlevered Free Cash Flow is calculated as Adjusted EBITDA adjusted for capital expenditures, changes in working capital, cash taxes and certain non-cash items. Goals under the 2025 annual cash incentive awards were set to represent five incremental performance levels: downside, low, target, high, and stretch, with potential payouts ranging from 0% of target (when threshold performance is not achieved) to 200% of target (when “stretch” performance is achieved). The target level for both Adjusted EBITDA and Unlevered Free Cash Flow generally reflects performance consistent with our internal business plan at the time the target was established, subject to adjustment in response to known headwinds or tailwinds or other economic conditions. Downside, low, high, and stretch levels are designed to provide a smaller award for lower levels of acceptable performance (downside and low) and to reward exceptional levels of performance (high and stretch). The Committee retained discretion as to the amount of the ultimate short-term incentive to be paid. Corporate Performance — Adjusted EBITDA. The 2025 Adjusted EBITDA goals and corresponding performance levels are noted below. Payout for performance between points is interpolated on a straight-line basis.

  24. Annual Incentive Compensation

    | Adjusted EBITDA (000s) | Downside | Low | Target | High | Stretch | Fiscal Year 2025 Results | % of Target Payout | | Adjusted EBITDA | $254,000 | $308,000 | $320,000 – 355,000 | $372,000 | $423,000 | $293,000 | 44% | | % of Target Payout | 25% | 50% | 100% – 120% | 150% | 200% | | |

  25. Annual Incentive Compensation

    Corporate Performance — Unlevered Free Cash Flow. The 2025 Unlevered Free Cash Flow goals and corresponding performance levels are noted below. Payout for performance between points is interpolated on a straight-line basis.

  26. Annual Incentive Compensation

    | Unlevered Free Cash Flow (000s) | Downside | Low | Target | High | Stretch | Fiscal Year 2025 Results | % of Target Payout | | Unlevered Free Cash Flow | $190,000 | $228,000 | $240,000 – 266,000 | $278,000 | $316,000 | $269,000 | 126% | | % of Target Payout | 25% | 50% | 100% – 120% | 150% | 200% | | |

  27. Annual Incentive Compensation

    2025 Annual Incentive Payout. Based on the respective weightings for Adjusted EBITDA and Unlevered Free Cash Flow, the actual payout for each participating executive under the annual incentive plan was 68% of target. Actual amounts paid to the NEOs under the annual incentive plan are set forth in the Summary Compensation Table of this Proxy Statement.

  28. Long-Term Equity Incentive Awards

    Long-Term Equity Incentive Awards Overview The objective of providing long-term equity incentives is to attract and retain critical leadership, align executive interests to those of stockholders, enhance long-term thinking in general and focus executives on metrics that lead to increased stockholder value over the long term. Our long-term equity incentives are specifically designed to reward stock price appreciation and outperformance of stockholder return relative to industry peer companies. In 2025, the composition and weighting of LTI awards granted to each of our NEOs remained consistent with the prior year with (1) Mr. Stewart’s award being comprised of 40% in time-based restricted stock and 60% in performance shares earned based on relative TSR performance versus peers and (2) the other NEOs’ awards being comprised of 50% in time-based restricted stock and 50% in performance shares earned based on relative TSR performance versus peers. In connection with Mr. Lorrain’s appointment as Executive Chairman in June 2025, the Committee approved a sign-on LTI award for Mr. Lorrain with a target value of $500,000, comprised of 60% in performance shares and 40% in restricted stock. Mr. Lorrain became eligible to participate in the LTI program on a full-year basis with a target value of $750,000 beginning with the 2026 performance year. In 2025, the Committee approved the following target long-term incentive awards for the NEOs:

  29. Long-Term Equity Incentive Awards

    | NEO | 2025 Restricted Stock Grant ($) | 2025 Target TSR Performance Share Grant ($) | 2025 Total Long-Term Incentive Award ($) | | Shawn Stewart | 1,200,000 | 1,800,000 | 3,000,000 | | Jamie Pierson | 575,000 | 575,000 | 1,150,000 | | Jerome Lorrain | 200,000 | 300,000 | 500,000 | | Michael L. Hance | 300,000 | 300,000 | 600,000 | | Eric Brandt | 250,000 | 250,000 | 500,000 |

  30. Long-Term Equity Incentive Awards

    The number of shares of restricted stock and performance shares issued to the NEOs under the 2025 Omnibus Plan for the fiscal year ended December 31, 2025 are set forth in the Grants of Plan-Based Awards for Fiscal 2025 Table of this Proxy Statement. Equity-based awards. The value to the executive of the two components comprising long-term equity compensation in 2025 (restricted stock and TSR performance shares) is impacted by the performance of the Company’s stock as follows: • restricted stock becomes more valuable to the executive if our stock price increases, and the executive shares in the downside risk of a decline in our stock price; and • the number of performance shares earned, if any, will depend on how the Company’s stock performs relative to transportation industry peers. Like restricted stock, the value ultimately delivered increases or decreases based on the performance of the Company’s stock relative to the performance of our peers from grant to settlement date. As it is possible that there will be no payout under the performance shares element, these awards are completely “at risk” compensation. In addition, if the Company’s stock price decreases after grant, the value of the restricted stock grant will decrease. This emphasis on at-risk compensation in the LTI awards accomplishes our goal of creating a pay-for-performance culture at the executive level, while striking the appropriate balance among risk, retention and reward. Each element of the LTI is discussed in more detail below. Restricted Stock. A share of restricted stock is a share of Company Common Stock that is subject to vesting requirements based on continued employment. Restricted stock grant sizes are calculated generally by multiplying the target LTI economic value by the weighting assigned to the restricted stock component and dividing it by the value of a single share of Company Common Stock determined using the estimated grant date fair value. The estimated grant date fair value of the restricted shares awarded to (1) Messrs. Stewart, Pierson, Hance and Brandt in February 2025 and (2) Mr. Lorrain in July 2025 are set forth below in the Summary Compensation Table, and, in each case, represent the closing price of Company Common Stock on the date of grant multiplied by the number of restricted shares awarded. Shares granted under restricted stock awards are restricted from sale or transfer until vesting occurs, and restrictions lapse in three equal installments beginning one year after the date of grant. To the extent not earlier vested, the shares of restricted stock will vest upon the death or disability of the recipient, as well as upon involuntary termination of employment in connection with or within 24 months after a change in control (as such term is defined in the Company’s 2016 Omnibus Compensation Incentive Plan (the “2016 Omnibus Plan”) or the 2025 Omnibus Plan, as applicable). Performance Shares. A performance share is the right to receive a share of Company Common Stock based upon the achievement of certain performance criteria. Performance share grant sizes awarded in 2025 were calculated by multiplying the target LTI economic value by the weighting assigned to the TSR performance share component and dividing it by the estimated value of a single performance share on the grant date determined using a Monte Carlo valuation model. TSR Performance Shares. 100% of the performance shares awarded are earned on the basis of our TSR measured over a three-year period, relative to the TSR of a peer group of transportation companies. The TSR peer group used for the 2025 grants consisted of the following 17 companies, which were selected based on the Committee’s assessment that these companies most closely align with the Company from a size and target market perspective, three of which — GXO Logistics, Inc., Ryder System, Inc. and RXO, Inc. — were added in 2025:

  31. Long-Term Equity Incentive Awards

    | ArcBest Corporation | Marten Transport, Ltd. | | C.H. Robinson Worldwide, Inc. | Old Dominion Freight Line, Inc. | | Expeditors International of Washington, Inc. | Ryder System, Inc. | | GXO Logistics, Inc. | Saia, Inc. | | Heartland Express, Inc. | RXO, Inc. | | Hub Group, Inc. | Schneider National, Inc. | | J.B. Hunt Transport Services, Inc. | Werner Enterprises, Inc. | | Knight-Swift Transportation Holdings, Inc. | XPO, Inc. | | Landstar Systems, Inc. | |

  32. Long-Term Equity Incentive Awards

    The actual number of performance shares earned is based on the percentile of our TSR relative to the TSRs of the comparator group companies described above during the three-year performance period. Calculations are conducted at the end of each of the last four quarters of the performance period using the payout/performance scale below, and then averaged to determine the actual payout. Payouts can range from 0% to 200% of the target number of performance shares awarded. Payout for performance between points is calculated using straight-line interpolation.

  33. Long-Term Equity Incentive Awards

    | Performance Level | Payout (as a % of Target) | | 90th percentile or higher | 200% | | 70th percentile | 150% | | 50th percentile | 100% | | 25th percentile | 50% | | Below 25th percentile | 0% |

  34. Long-Term Equity Incentive Awards

    TSR is calculated based on the change in share price plus reinvestment of dividends, with beginning and ending share price calculated as follows: • Beginning market price equals the closing price on the last trading day immediately preceding the first day of the performance period. • Ending market price equals the closing price on the last trading day of each measurement period (i.e., the final four calendar quarters). • If absolute TSR is negative over the performance period, any payout under the TSR metric will not exceed target. The performance shares pay out in shares of Company Common Stock shortly after the close of the three-year performance period. Dividends are not paid on unvested TSR performance shares but rather are paid as and when the underlying performance shares have been earned and vested. TSR performance shares vest upon the death or disability of the recipient at target, as well as upon involuntary termination of employment in connection with or within 24 months after a change in control (as such term is defined in the 2016 Omnibus Plan or 2025 Omnibus Plan, as applicable). 2023 Performance Shares. The final payout for the January 2023 to December 2025 performance period was 0% of target given that our TSR performance relative to peers was below the 25th percentile in all measurement periods.

  35. Special Awards and Transaction Bonus Plan

    Special Awards and Transaction Bonus Plan The Committee recognizes the importance of maintaining a stable and focused leadership team as we continue to execute on our transformation and strategic alternatives priorities and to reward senior leaders for successful execution of our strategic objectives in furtherance of maximizing stockholder value. To that end, in 2025, we granted each of Messrs. Stewart, Pierson and Lorrain a Special Award representing the right to receive 33,333, 33,333 and 25,000 shares, respectively, of the Company Common Stock, subject to adjustments as provided by the 2025 Omnibus Plan. The Special Awards will fully vest upon the achievement of certain goals relating to the Company’s ongoing strategic review, subject to adjustment and to the Grantees’ continuous service through the date of such achievement. The Special Awards will expire if unvested on July 12, 2026. In addition, in November 2025, the Company established the ELT Strategic Incentive Program which created a cash pool that will be used to recognize and reward certain executive officers, including Messrs. Hance and Brandt, for their respective contributions, involvement, work and participation with the ongoing strategic alternatives review process. Payments to the eligible participants under the ELT Strategic Incentive Program are contingent upon the achievement of certain goals relating to the Company’s ongoing strategic review, subject to the eligible participants’ continuous service through the date of such achievement. The ELT Strategic Incentive Program will expire on July 12, 2026.

  36. Severance Arrangements

    Severance Arrangements Our NEOs, other than Mr. Lorrain, participate in the Severance Plan, which became effective January 1, 2013, and was amended and restated on October 25, 2021. The objectives of the Severance Plan are to enhance the attraction and retention of executive talent during corporate upheaval, enable management to evaluate and support potential transactions that might be beneficial to stockholders even though the result would be a change in control of the Company, and obtain important corporate protections upon terminations of employment. The plan is designed to reward executives for remaining with the Company when their prospects for continued employment following a change in control or other corporate upheaval may be uncertain. We chose to adopt the plan to protect stockholder value in such events by increasing the probability of retaining an intact management team. In connection with the Omni Acquisition, in March 2024, the Committee supplemented the Severance Plan to provide that in the event of an involuntary “not-for-cause” termination between March 15, 2024 and December 31, 2025, recipients would receive change-in-control severance treatment pursuant to the Severance Plan and the acceleration of their unvested equity under the 2016 Omnibus Plan and the 2025 Omnibus Plan, as applicable. The enhanced benefits expired on December 31, 2025. In addition, on January 14, 2025, the Committee approved an amendment to the Severance Plan effective January 14, 2026 to shorten the notice period by which the Company must give participants notice of an adverse amendment or termination of the Severance Plan from twelve months to sixty days before such adverse amendment or termination can take effect. As of January 14, 2026, participants are no longer entitled to any pro-rata annual incentive award payment for the fiscal year in which the termination occurs. The severance benefits available to our NEOs under the Severance Plan are described in more detail under the “Potential Payments upon Termination, Change of Control, Death or Disability” section of this Proxy Statement and in the table set forth within that section.

  37. Risk Management

    Risk Management Our incentive program rewards reasonable risk-taking, accomplished through both program design and Committee processes. Program design features for NEOs that mitigate risk include the following: • Balanced mix of pay including base salary (fixed compensation) and a balance of annual (cash) and long-term (equity) incentives; • Capped short-term incentives; • Short-term incentive goals tied to financial goals of the corporate-level strategic plan; • Annual equity-based incentive grants without backdating or repricing; • Stock ownership guidelines applicable to senior executive officers, as described below; Prohibition on hedging and pledging Company Common Stock, as described below; and A compensation recoupment or “clawback” policy, as described below. Committee processes mitigating risk include: • Overall administration of executive plans by the Committee; • Reasonable short-term incentive goals; • Financial performance objectives based upon budget objectives that are reviewed and approved by the Committee and the Board; • Avoidance of steep payout cliffs; • Ongoing and active discussion between the Committee and management regarding progress on short-term and long-term goals; and • Committee authority to pay less than the maximum short-term incentive amount after assessing the proper alignment with stockholder interests and overall contribution and performance of the executive officers.

  38. Equity Grant Practices

    Equity Grant Practices We grant most equity-based awards on a predetermined schedule aligned with the annual executive compensation review cycle, whereby the Compensation Committee approves grants to executive officers and other employees at the Board’s February meeting, which is generally set at least one year in advance of the meeting. For 2025, equity grants were approved approximately one week prior to our release of earnings for the prior year. From time to time, the Compensation Committee may grant additional one-time equity-based awards to key employees. We do not currently grant stock options to employees. The Compensation Committee does not take into account material non-public information when determining the timing and terms of equity-based awards, and the Company does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  39. Summary Compensation Table

    Summary Compensation Table The following table shows the compensation earned in 2025, 2024 and 2023 by the NEOs.

  40. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Shawn Stewart, Chief Executive Officer | 2025 | 900,000 | — | 4,037,990 | — | 617,400 | 5,919 | 5,561,309 | | | 2024 | 588,462 | 400,000 | 3,234,892 | — | 336,000 | 4,905 | 4,564,259 | | Jamie Pierson, Chief Financial Officer | 2025 | 625,000 | — | 2,187,990 | — | 321,563 | 5,413 | 3,139,966 | | | 2024 | 300,481 | 250,000 | 1,025,000 | — | 131,250 | 1,985 | 1,708,716 | | Jerome Lorrain, Executive Chairman(4) | 2025 | 234,176 | — | 1,184,250 | — | — | 48,336 | 1,466,762 | | Michael L. Hance, Chief Legal Officer and Secretary | 2025 | 500,000 | — | 600,000 | — | 257,250 | 6,269 | 1,363,519 | | | 2024 | 593,462 | — | 1,160,000 | — | 210,000 | 32,424 | 1,995,886 | | | 2023 | 456,000 | — | 393,750 | 131,250 | 51,300 | 11,712 | 1,044,012 | | Eric Brandt, Chief Commercial Officer(5) | 2025 | 525,000 | — | 500,000 | — | 261,226 | — | 1,286,226 |

  41. Summary Compensation Table

    (1) Represents the aggregate grant date fair value of restricted share and performance share awards (and assuming achievement at target for such performance share awards), including the Special Awards. The fair values of these awards were determined in accordance with ASC 718. The awards for which the aggregate grant date fair value is shown in this table include the awards described in the Grants of Plan-Based Awards for Fiscal 2025 table below. The assumptions used in determining the grant date fair values of these awards are set forth in Note 6 to the Company’s consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC. (2) Represents cash incentives earned under the applicable year Annual Cash Incentive Plan. (3) See the “All Other Compensation Table” below for additional information. (4) Mr. Lorrain began his role as Executive Chairman on June 11, 2025. (5) Mr. Brandt began his role as Chief Commercial Officer on January 13, 2025.

  42. Grants of Plan-Based Awards for Fiscal 2025

    Grants of Plan-Based Awards for Fiscal 2025 In this table, we provide information about each grant of awards made to an NEO in the most recently completed year. This includes awards under the Company’s Annual Cash Incentive Plan, as well as performance share awards and restricted stock awards.

  43. Grants of Plan-Based Awards for Fiscal 2025

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Shares to be Issued Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(2) | All Other Option Awards: Number of Securities Underlying Options (#) | Grant Date Fair Value of Stock and Option Awards ($)(3) | | Name | Award Type | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Shawn Stewart | Annual Cash Incentive Plan | — | 225,000 | 900,000 | 1,350,000 | — | — | — | — | — | — | | | Performance Shares(4) | 2/19/25 | — | — | — | 22,682 | 45,363 | 90,726 | — | — | 1,800,004 | | | Special Grant(5) | 2/19/25 | — | — | — | 33,333 | 33,333 | 33,333 | — | — | 1,037,990 | | | Restricted Stock | 2/19/25 | — | — | — | — | — | — | 38,536 | — | 1,200,011 | | Jamie Pierson | Annual Cash Incentive Plan | — | 117,188 | 468,750 | 703,125 | — | — | — | — | — | — | | | Performance Shares(4) | 2/19/25 | — | — | — | 7,246 | 14,491 | 28,982 | — | — | 575,003 | | | Special Grant(5) | 2/19/25 | — | — | — | 33,333 | 33,333 | 33,333 | — | — | 1,037,990 | | | Restricted Stock | 2/19/25 | — | — | — | — | — | — | 18,465 | — | 575,000 | | Jerome Lorrain | Annual Cash Incentive Plan(6) | — | — | — | — | — | — | — | — | — | — | | | Performance Shares(4) | 7/11/25 | — | — | — | 3,523 | 7,046 | 14,092 | — | — | 300,019 | | | Special Grant(5) | 7/11/25 | — | — | — | 25,000 | 25,000 | 25,000 | — | — | 684,250 | | | Restricted Stock | 7/11/25 | — | — | — | — | — | — | 7,307 | — | 199,993 | | Michael L. Hance | Annual Cash Incentive Plan | — | 93,750 | 375,000 | 562,500 | — | — | — | — | — | — | | | Performance Shares(4) | 2/19/25 | — | — | — | 3,780 | 7,560 | 15,120 | — | — | 299,981 | | | Restricted Stock | 2/19/25 | — | — | — | — | — | — | 9,634 | — | 300,003 | | Eric Brandt | Annual Cash Incentive Plan | — | 93,483 | 393,750 | 590,625 | — | — | — | — | — | — | | | Performance Shares(4) | 2/19/25 | — | — | — | 3,150 | 6,300 | 12,600 | — | — | 249,984 | | | Restricted Stock | 2/19/25 | — | — | — | — | — | — | 8,028 | — | 249,984 |

  44. Grants of Plan-Based Awards for Fiscal 2025

    (1) Amounts represent the NEO’s threshold (which we refer to as “downside”), target and maximum (which we refer to as “stretch”) potential payout levels related to achievement of Company performance metrics under the Company’s 2025 Annual Cash Incentive Plan. The payments for these awards have already been determined and were paid to the NEOs and disclosed in the Summary Compensation Table. (2) Each grant vests in equal annual installments over a three-year period beginning on the first anniversary of the grant date. (3) Represents the aggregate grant date fair value of performance share and restricted stock. The fair value of those awards was determined in accordance with ASC 718. The assumptions used in determining the grant date fair value of these awards are set forth in the notes to the Company’s consolidated financial statements, which are included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC. (4) The performance shares vest after the last day of the three-year performance period upon certification of performance results by the Compensation Committee. The number of shares earned are based on the TSR of Company Common Stock compared to the TSR of a peer group. See the “Long-Term Equity Incentive Awards” section of this Proxy Statement for additional information. Represents a one-time grant awarded to certain NEOs as described under “Special Awards and Transaction Bonus Plan” in the Compensation Discussion and Analysis. Mr. Lorrain did not participate in the 2025 Annual Cash Incentive Plan.

  45. Outstanding Equity Awards at Fiscal 2025 Year-End

    Outstanding Equity Awards at Fiscal 2025 Year-End The following table shows information about outstanding equity awards at December 31, 2025.

  46. Outstanding Equity Awards at Fiscal 2025 Year-End

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#)(1) | Option Exercise Price ($) | Option Grant Date | Option Expiration Date | Number of Shares of Stock That Have Not Vested (#)(2) | Market Value of Shares of Stock That Have Not Vested ($)(3) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#)(4) | Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested ($)(3) | | Shawn Stewart | — | — | — | — | — | 72,506 | 1,812,650 | 155,129 | 3,878,225 | | Jamie Pierson | — | — | — | — | — | 31,427 | 785,675 | 62,917 | 1,572,925 | | Jerome Lorrain | — | — | — | — | — | 7,307 | 182,675 | 32,046 | 801,150 | | Michael L. Hance | 4,536 | — | 106.29 | 2/8/2022 | 2/8/2029 | | | | | | | 2,201 | 1,101 | 115.42 | 2/7/2023 | 2/7/2030 | 37,525 | 938,125 | 46,930 | 1,173,250 | | Eric Brandt | — | — | — | — | — | 8,028 | 200,700 | 6,300 | 157,500 |

  47. Outstanding Equity Awards at Fiscal 2025 Year-End

    (1) Each grant vests in equal annual installments over a three-year period beginning on the first anniversary of the grant date. (2) The amounts shown represent restricted stock awards granted under the 2016 Omnibus Plan or 2025 Omnibus Plan, as applicable. Each grant vests in equal annual installments over a three-year period beginning on the first anniversary of the grant date. (3) The market value of the awards that have not vested is based on the closing price of Company Common Stock on Nasdaq on December 31, 2025, which was $25.00. The amounts shown represent performance share awards granted under the 2016 Omnibus Plan or 2025 Omnibus Plan, as applicable. The performance shares vest after the last day of the three-year performance period upon certification of performance results by the Compensation Committee. The number of shares earned are based on the TSR of Company Common Stock compared to the TSR of a peer group. See the “Long-Term Equity Incentive Awards” section of this Proxy Statement for additional information. Shares presented represent the award at the target amount. The actual amounts that will be earned are dependent upon the achievement of pre-established performance goals during the respective performance cycles.

  48. Option Exercises and Stock Vested During Fiscal 2025

    Option Exercises and Stock Vested During Fiscal 2025 The following table shows information about options exercised or shares acquired on vesting during 2025.

  49. Option Exercises and Stock Vested During Fiscal 2025

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1)(2) | | Shawn Stewart | — | — | 16,985 | 241,697 | | Jamie Pierson | — | — | 32,189 | 853,009 | | Jerome Lorrain | — | — | 4,061 | 79,514 | | Michael L. Hance | — | — | 5,151 | 123,108 | | Eric Brandt | — | — | — | — |

  50. Option Exercises and Stock Vested During Fiscal 2025

    (1) The value realized upon exercise or vesting is based on the market price on the date of exercise or vesting. (2) Shares withheld for income tax purposes related to stock vested were as follows: Mr. Stewart — none, Mr. Pierson — none, Mr. Lorrain — none, Mr. Hance — 1,409 shares, and Mr. Brandt — none.

  51. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees to the annual total compensation of Mr. Stewart, our Chief Executive Officer. Our CEO pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K, based on the Company’s payroll and employment records. However, because Item 402(u) permits companies to calculate the ratio using different methodologies, our CEO pay ratio may not be comparable to the ratio presented by other companies. As disclosed in the Summary Compensation Table above, the fiscal year 2025 annual total compensation for Mr. Stewart, our Chief Executive Officer, was $5,561,309. The fiscal year 2025 annual total compensation of our median employee was $39,663. The resulting ratio of our CEO’s annual total compensation to that of the median of all employees, excluding our CEO, for 2025 was 140.2 to 1. To identify the median employee, we took the following steps as of December 31, 2024: (i) we determined that we had 6,404 employees (including full-time and part-time employees, other than our CEO) and, as permitted by SEC rules, we then excluded (a) the approximately 3,520 Omni employees that were assumed in connection with the Omni Acquisition in January 2024, and (b) 14 of the remaining Canadian legacy Forward employees, leaving a remaining employee population of approximately 2,870 from which to identify our “median employee”; (ii) we calculated total cash compensation, including base salary, incentive compensation, 401(k) match and overtime pay, each as reflected in our payroll records, for each of the remaining employee population; and (iii) we ranked this compensation measure for those employees from lowest to highest. We identified the employee with the median total compensation calculated as described in the preceding sentence. In determining our pay ratio for 2025, we concluded that there have been no significant changes to our arrangements or in our employee population that would significantly affect our pay ratio disclosure.

  52. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. The following table discloses information on amounts from the Summary Compensation Table (“SCT”) and “compensation actually paid” (“CAP”) for each of the individuals that served as a principal executive officer (“PEO”) and to our other non-PEO NEOs (on average) and certain financial performance measures of the Company. For further information regarding the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with performance, see the “Compensation Discussion and Analysis” section of this Proxy Statement.

  53. Pay Versus Performance

    | Year | SCT Total for Mr. Schmitt(1) | CAP to Mr. Schmitt(2)(a) | SCT Total for Mr. Hance(1) | CAP to Mr. Hance(2)(b) | SCT Total for Mr. Stewart(1) | CAP to Mr. Stewart(2)(c) | Average SCT Total for Non-PEO NEOs(3) | Average CAP to Non-PEO NEOs(4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) (millions)(7) | Relative TSR Performance Percentile(8) | | | | | | | | | | | TSR(5) | Peer Group TSR(6) | | | | 2025 | N/A | N/A | N/A | N/A | $5,561,309 | $2,744,765 | $1,814,118 | $1,230,355 | $33 | $135 | $(104) | 0th | | 2024 | $917,327 | $(1,625,001) | $1,995,885 | $2,377,231 | $4,564,259 | $6,779,794 | $1,475,554 | $1,397,446 | $46 | $127 | $(820) | 0th | | 2023 | $4,866,321 | $(766,293) | N/A | N/A | N/A | N/A | $1,047,755 | $320,635 | $90 | $120 | $167 | 0th | | 2022 | $6,055,810 | $6,356,982 | N/A | N/A | N/A | N/A | $1,742,416 | $1,711,824 | $150 | $97 | $193 | 64th | | 2021 | $6,048,000 | $9,065,745 | N/A | N/A | N/A | N/A | $1,525,473 | $1,726,305 | $173 | $121 | $106 | 77th |

  54. Pay Versus Performance

    Mr. Schmitt served as our President and Chief Executive Officer until his departure in February 2024. At that time, Mr. Hance was appointed to serve as our interim Chief Executive Officer until April 2024, when Mr. Stewart was appointed as the permanent Chief Executive Officer. The amounts reported in these columns are the amounts of total compensation reported for Mr. Schmitt, Mr. Hance and Mr. Stewart for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.” (2)(a) The amounts reported in this column represent the amount of “compensation actually paid” to Mr. Schmitt, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Schmitt during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Schmitt’s total compensation for each applicable year to determine the compensation actually paid:

  55. Pay Versus Performance

    | Thomas Schmitt | 2025 | 2024 | 2023 | 2022 | 2021 | | Reported Summary Compensation Table Total for PEO | N/A | $917,327 | $4,866,321 | $6,055,810 | $6,048,000 | | - Reported Value of Equity Awards | N/A | $— | $(3,815,000) | $(2,875,000) | $(2,875,000) | | + Year End Fair Value of Equity Awards | N/A | $— | $1,499,165 | $3,099,190 | $4,472,901 | | + Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards | N/A | $— | $(3,472,861) | $234,398 | $1,183,652 | | +/- Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | N/A | $(1,006,120) | $156,082 | $(157,416) | $236,192 | | +/- Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | N/A | $(1,536,208) | $— | $— | $— | | +/- Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | N/A | $— | $— | $— | $— | | Compensation Actually Paid to Thomas Schmitt | N/A | $(1,625,001) | $(766,293) | $6,356,982 | $9,065,745 |

  56. Pay Versus Performance

    (2)(b) The amounts reported in this column represent the amount of “compensation actually paid” to Mr. Hance, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Hance’s during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Hance total compensation for each applicable year to determine the compensation actually paid:

  57. Pay Versus Performance

    | Michael Hance | 2025 | 2024 | | Reported Summary Compensation Table Total for Michael Hance | N/A | 1,995,885 | | - Reported Value of Equity Awards | N/A | $(1,160,000) | | + Year End Fair Value of Equity Award | N/A | $1,830,328 | | + Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards | N/A | $(73,880) | | +/- Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | N/A | $(198,437) | | +/- Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | N/A | $(16,665) | | +/- Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | N/A | $— | | Compensation Actually Paid to Michael Hance | N/A | $2,377,231 |

  58. Pay Versus Performance

    (2)(c) The amounts reported in this column represent the amount of “compensation actually paid” to Mr. Stewart, as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual amount of compensation earned by or paid to Mr. Stewart during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Stewart’s total compensation for each year to determine the compensation actually paid:

  59. Pay Versus Performance

    | Shawn Stewart | 2025 | 2024 | | Reported Summary Compensation Table Total for Shawn Stewart | $5,561,309 | 4,564,259 | | - Reported Value of Equity Awards | $(4,037,990) | $(3,234,892) | | + Year End Fair Value of Equity Awards | $3,094,560 | $5,450,426 | | + Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards | $(1,567,045) | $— | | +/- Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $(306,070) | $— | | +/- Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | $— | $— | | +/- Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | | Compensation Actually Paid to Shawn Stewart | $2,744,765 | $6,779,794 |

  60. Pay Versus Performance

    (3) The amounts reported in this column represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Stewart) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Stewart) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Jamie Pierson, Jerome Lorrain, Michael L. Hance and Eric Brandt; (ii) for 2024, Jamie Pierson, Rebecca Garbrick, Chris C. Ruble, Nancee Ronning and Joseph M. Tomasello ; (ii) for 2023, Michael L. Hance, Rebecca J. Garbrick, Chris C. Ruble and Kyle R. Mitchin; (iii) for 2022, Rebecca J. Garbrick, Chris C. Ruble, Michael L. Hance, and Kyle R. Mitchin; and (iv) for 2021, Rebecca J. Garbrick, Scott E. Schara, Chris C. Ruble, Michael L. Hance and Michael J. Morris. The amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Stewart), as computed in accordance with Item 402(v) of Regulation S-K. The amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Stewart) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Stewart) for each year to determine the compensation actually paid, using the same methodology described above in Note (2):

  61. Pay Versus Performance

    | Average for Non-PEO NEOs | 2025 | 2024 | 2023 | 2022 | 2021 | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | $1,814,118 | $1,475,554 | $1,047,755 | $1,742,416 | $1,525,473 | | - Average Reported Value of Equity Awards | $(1,117,310) | $(832,000) | $(518,750) | $(465,000) | $(448,000) | | + Average Year End Fair Value of Equity Awards | $901,763 | $1,421,554 | $223,513 | $490,666 | $615,596 | | +/- Year Over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | $(133,303) | $(22,857) | $(453,197) | $(4,743) | $144,644 | | +/- Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $(226,600) | $(37,281) | $21,314 | $(51,515) | $12,362 | | - Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | $(8,312) | $(607,524) | $— | $— | $(123,770) | | + Average Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | $— | $— | | Average Compensation Actually Paid to Non-PEO NEOs | $1,230,355 | $1,397,446 | $320,635 | $1,711,824 | $1,726,305 |

  62. Pay Versus Performance

    Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our share price at the end and the beginning of the measurement period by our share price at the beginning of the measurement period. (6) Represents the peer group TSR at the beginning of each period for which a return is indicated. The peer group used for this purpose is the following published industry index: Nasdaq Trucking and Transportation Stocks Index, which is the same peer group used for the Stock Return Performance Graph included in our Annual Report. (7) The amounts reported represent the net income as reflected in the Company’s audited financial statements for the applicable year. (8) Relative TSR Performance Percentile is based on the metric used for our TSR performance shares, as discussed in more detail within the “Long-Term Equity Incentive Awards” section of this Proxy Statement. Amounts shown in this table for each year reflect the Company’s one-year TSR relative to the one-year TSR of the peer group used for the TSR performance shares awarded for that year. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance for the Company’s compensation programs, the Company has determined that Relative TSR Performance Percentile is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to Company performance. Financial Performance Measures As described in greater detail in the CD&A, the Company’s executive compensation program reflects a pay-for-performance philosophy to support the achievement of short- and long-term financial, operational and strategic objectives. The metrics that the Company uses for both our long-term and short-term incentive awards are selected based on an objective of incentivizing our NEOs to increase stockholder value. The most important financial performance measures used by the Company to link executive compensation actually paid to the Company’s NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: • Operating Income • Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (Adjusted EBITDA) Unlevered Free Cash Flow Relative TSR Performance Percentile (the Company’s TSR as compared to a peer group established by the Compensation Committee) Description of the Relationship between Pay and Performance The following graphs illustrate the relationship between the amount of compensation actually paid to Mr. Stewart, as applicable, and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Stewart) with the Company’s (i) cumulative TSR, (ii) net income and (iii) relative TSR performance percentile over the four years presented in the table. Compensation actually paid is impacted by numerous factors, including, but not limited to, the timing of new equity awards, vesting of outstanding awards, share price volatility and mix of performance metrics. A large portion of the compensation actually paid to our NEOs is comprised of equity awards. As described in more detail in the CD&A, the Company targets that approximately 62% and 47% of the value of total compensation awarded to Mr. Stewart and the other NEOs, respectively, is comprised of equity awards, including restricted stock, performance shares and stock options. Over the last five years, changes in the Company’s share price have led to changes in the compensation actually paid. The graphs below illustrate: • From 2021 to 2022, the compensation actually paid to Mr. Schmitt decreased by 29.9%, average compensation actually paid to our Non-PEO NEOs (excluding Mr. Schmitt) decreased by 0.8%, cumulative TSR decreased from $173 to $150 or 13.3%, net income increased from $105.9 million to $193.2 million or 82.4% and relative TSR performance percentile decreased from the 77th percentile to the 64th percentile. • From 2022 to 2023, the compensation actually paid to Mr. Schmitt decreased by 112.1%, average compensation actually paid to our Non-PEO NEOs (excluding Mr. Schmitt) decreased by 81.3%, cumulative TSR decreased from $150 to $90 or 40.0%, net income decreased from $193.2 million to $167.4 million or 13.4% and relative TSR performance percentile decreased from the 64th percentile to the 0th percentile. • From 2023 to 2024, the compensation actually paid to our current PEO, Mr. Stewart, increased by 984.8%, average compensation actually paid to our Non-PEO NEOs (excluding Mr. Schmitt, Mr. Hance and Mr. Stewart) increased by 337.3%, cumulative TSR decreased from $90 to $46 or 48.9%, net income (loss) decreased from $167.4 million to $(819.7) million or 589.7% and relative TSR performance percentile experienced no change. • From 2024 to 2025, the compensation actually paid to Mr. Stewart decreased by 59.5%, average compensation actually paid to our Non-PEO NEOs decreased by 12.0%, cumulative TSR decreased from $46 to $33 or 28.3%, net income (loss) increased from $(819.7) million to $(104.5) or 87.3% and relative TSR performance percentile experienced no change. For additional information regarding the Company’s executive compensation program, compensation setting process and compensation philosophy, see the “Compensation Discussion and Analysis” section of this Proxy Statement.

  63. Potential Payments Upon Termination, Change of Control, Death or Disability

    Potential Payments Upon Termination, Change of Control, Death or Disability Under the Severance Plan, which is applicable to selected employees of the Company, including Mr. Stewart and the NEOs, each participant would receive severance benefits in the event his or her employment is terminated in certain circumstances. Under the Severance Plan, a participant would receive severance benefits if his or her employment is involuntarily terminated by the Company (other than for cause or upon death or disability, as those terms are defined in the Severance Plan) or in the event the participant voluntarily terminates his or her employment for “good reason” (as defined in the Severance Plan). The circumstances that permit a participant to terminate employment for good reason and receive severance benefits after a change in control differ from the more limited circumstances that permit a termination of employment for good reason prior to or absent a change in control. Generally, eligible participants would be entitled to the severance benefits included in the chart below upon an involuntary termination of their employment, in addition to any accrued obligations (such as unpaid salary through the termination date) and vested amounts to which they may be entitled under the Company’s benefit plans:

  64. Potential Payments Upon Termination, Change of Control, Death or Disability

    | General Severance Upon Involuntary Termination Absent a Change in Control | Severance Upon Involuntary Termination as of or Within Two Years After a Change in Control | | • a lump sum severance payment in an amount equal to two years of the CEO’s annualized base salary, one and a half years of the C-Suite employee’s annualized base salary and one year for all other participants’ annualized base salary | • an amount equal to two times the sum of the participant’s annual base salary and target annual incentive amount | | • a pro-rata annual incentive for the fiscal year in which the termination occurs based on actual performance results, reduced by the amount of any annual incentive previously paid to the participant for such fiscal year | • a pro-rata target annual incentive amount for the fiscal year in which the termination occurs, reduced by the amount of any annual incentive previously paid to the participant for such fiscal year | | • a lump sum healthcare assistance payment in an amount equal to the excess of the monthly COBRA premium to provide the group medical, dental, vision, and/or prescription drug plan benefits the participant had been receiving before the termination above the monthly premium payable by active employees under the Company’s healthcare plan for similar coverage, multiplied by 18 months for all NEOs other than the CEO and by 24 months for the CEO | • a lump sum healthcare assistance payment in an amount equal to the excess of the monthly COBRA premium to provide the group medical, dental, vision, and/or prescription drug plan benefits the participant had been receiving before the termination above the monthly premium payable by active employees under the Company’s healthcare plan for similar coverage, multiplied by 24 months | | • access to up to $20,000 of employer-paid outplacement services for 12 months following termination | • access to up to $20,000 of employer-paid outplacement services for 12 months following termination |

  65. Potential Payments Upon Termination, Change of Control, Death or Disability

    In connection with the Omni Acquisition, in March 2024, the Compensation Committee amended the Severance Plan to provide enhanced severance protections for participating executives from March 15, 2024 to December 31, 2025. The amendment provides that a participating executive would be eligible to receive the severance benefits set forth above under “Severance Upon Involuntary Termination as of or Within Two Years After a Change in Control” in the event of a termination of employment by the Company “not for cause” that occurs from March 15, 2024 to December 31, 2025. In addition, the participant’s unvested equity under the 2016 Omnibus Plan would vest upon such termination. The enhanced benefits expired on December 31, 2025. In January 2025, the Compensation Committee amended the Company’s Severance Plan to shorten the notice period by which the Company must give participants notice of an adverse amendment or termination of the Severance Plan from twelve months to sixty days before such adverse amendment or termination can take effect. In addition, effective January 14, 2026, participants will no longer be entitled to any pro-rata annual incentive for the fiscal year in which the termination occurs. A condition in the Severance Plan is the execution of the Participation and Restrictive Covenants Agreement, which contains a non-competition and non-solicitation agreement with respect to the Company’s employees and customers. The term of the non-competition and non-solicitation prohibitions for the CEO and all other NEOs is 24 months and 18 months, respectively, following termination of employment. In addition, any severance benefits payable under the Severance Plan are subject to the execution by the participant of a general release of claims against the Company and certain affiliated persons and entities. The Severance Plan does not provide for any tax gross-up payments to participants. Payments and benefits under the Severance Plan are subject to recovery under any clawback, recovery or recoupment policy. In addition to the benefits available under the Severance Plan, all of the NEOs are eligible to receive certain other benefits in the event of specific termination of employment, including as a consequence of a change in control. Under the Company’s Annual Incentive Plan, any unpaid incentive amounts previously earned under this plan would be payable to any NEO terminated without cause. Vesting of such awards upon a change in control is double-trigger (i.e., not accelerated unless the awards are not assumed or converted by the acquirer or in the event there is an involuntary termination of employment in connection with or within 24 months after the change in control). The following table shows the estimated benefits payable to each NEO in the event of termination of employment or change of control of the Company. The amounts shown give effect to the Enhanced Severance Benefit where applicable and assume that a termination of employment or a termination in connection with change of control occurs on December 31, 2025. The Enhance Severance Benefit expired on December 31, 2025. The amounts do not include payments or benefits provided under insurance or other plans that are generally available to all full-time employees.

  66. Potential Payments Upon Termination, Change of Control, Death or Disability

    | Name | Involuntary Termination Without Cause ($) | Death and Disability ($) | Change in Control ($) | | Shawn Stewart | | | | | Severance(1) | 1,800,000 | — | 3,600,000 | | Annual Incentive(2) | 900,000 | 617,400 | 900,000 | | Accelerated Vesting of Equity(3) | — | 3,243,527 | 5,690,875 | | Insurance Benefits(4) | 50,145 | — | 50,145 | | Placement Services(5) | 20,000 | — | 20,000 | | Total | 2,770,145 | 3,860,927 | 10,261,020 | | Jamie Pierson | | | | | Severance(1) | 937,500 | — | 2,187,500 | | Annual Incentive(2) | 468,750 | 321,563 | 468,750 | | Accelerated Vesting of Equity(3) | — | 1,096,722 | 2,358,600 | | Insurance Benefits(4) | 18,568 | — | 24,758 | | Placement Services(5) | 20,000 | — | 20,000 | | Total | 1,444,818 | 1,418,285 | 5,059,608 | | Michael L. Hance | | | | | Severance(1) | 750,000 | — | 1,750,000 | | Annual Incentive(2) | 257,250 | 257,250 | 375,000 | | Accelerated Vesting of Equity(3) | 2,138,650 | 1,606,424 | 2,138,650 | | Insurance Benefits(4) | 37,221 | — | 49,627 | | Placement Services(5) | 20,000 | — | 20,000 | | Total(6) | 3,203,121 | 1,863,674 | 4,333,277 | | Jerome Lorrain | | | | | Severance(1) | — | — | — | | Annual Incentive(2) | — | — | — | | Accelerated Vesting of Equity(3) | — | 213,834 | 983,825 | | Insurance Benefits(4) | — | — | — | | Placement Services(5) | — | — | — | | Total(6) | — | 213,834 | 983,825 | | Eric Brandt | | | | | Severance(1) | 787,500 | — | 1,837,500 | | Annual Incentive(2) | 261,226 | 261,226 | 261,226 | | Accelerated Vesting of Equity(3) | — | 244,997 | 358,200 | | Insurance Benefits(4) | 49,793 | — | 66,390 | | Placement Services(5) | 20,000 | — | 20,000 | | Total(6) | 1,118,519 | 506,223 | 2,543,316 |

  67. Potential Payments Upon Termination, Change of Control, Death or Disability

    Severance includes: (a) base salary for two years for the CEO and one and half years for NEO’s if involuntary terminated without cause, or base salary for two years if terminated within two years following a Change in Control, and (b) in the event of termination within two years following a Change in Control, payment in the amount of two times the target annual incentive amount determined as of the termination date. Annual Incentive includes: (a) target annual incentive if involuntary terminated without cause, death or disability, and (b) target annual incentive if terminated within two years following a Change in Control. (3) In the event of termination due to death or disability, the amount includes (a) the unvested restricted shares valued at the market price of Company Common Stock on December 31, 2025 ($25.00), (b) the unvested stock option awards multiplied by the excess, if any, of the market price of Company Common Stock on December 31, 2025 ($25.00) over the exercise price, and (c) the unvested performance shares, calculated as the target number of performance shares specified in each grant multiplied by the percentage of months of service completed in the full performance period, multiplied by the market price of Company Common Stock on December 31, 2025 ($25.00). In the event of termination due to a Change in Control, the amount includes (i) the unvested restricted shares valued at the market price of Company Common Stock on December 31, 2025 ($25.00), (ii) the unvested stock option awards multiplied by the excess, if any, of the market price of Company Common Stock on December 31, 2025 ($25.00) over the exercise price, and (iii) the greater of (x) 100% of the target number of unvested performance shares specified on the grant notice or (y) the number of performance shares that otherwise would have become vested as of the vesting date, based on the TSR multiplier attained as of the date of termination, shall become vested performance shares valued at the market price of Company Common Stock on December 31, 2025 ($25.00). For purposes of calculating the Change in Control amount, we assume that 100% of the target number of unvested performance shares is greater than the number of shares that would have become vested based on the TSR multiplier as of the date of termination. Participants in the Enhanced Severance Benefit receive Change in Control treatment with respect to equity vesting in the event of an involuntary termination prior to December 31, 2025. The Enhanced Severance Benefit expired on December 31, 2025. (4) Participants are entitled to a lump sum healthcare assistance payment in an amount equal to the excess of the monthly COBRA premium to provide the group medical, dental, vision, and/or prescription drug plan benefits the participant had been receiving before termination above the monthly premium payable by active employees under the Company’s healthcare plan for similar coverage, multiplied by 18 months for all NEOs other than the CEO and by 24 months for the CEO if the termination date is prior to or absent a Change in Control, or by 24 months if the termination date is on or within two years following a Change in Control. (5) Participants are entitled to access up to $20,000 of employer-paid outplacement services for 12 months following termination. Participants in the Enhanced Severance Benefit which provides that, in the event of an involuntary “not-for-cause” termination between March 15, 2024 and December 31, 2025, recipients would receive change-in-control severance treatment pursuant to the Severance Plan and the acceleration of their unvested equity under the 2016 Omnibus Plan. Participants would not receive such benefits under the Enhanced Severance Benefit upon death or disability. The Enhanced Severance Benefit expired on December 31, 2025.