DEF 14A of Forward Air Corp
Filed May 13, 2025 · FY20240001628280-25-025151
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 twelve directors, eleven of which are non-employee directors. Immediately following the Annual Meeting, the Board’s size will be set at eleven directors. The Board is committed to recruiting and nominating directors for election who will collectively provide the Board with the necessary diversity of experiences, 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. In 2025, the Corporate Governance and Nominating Committee has unanimously recommended to the Board, and the Board unanimously approved, the nominations of Charles L. Anderson, Dale W. Boyles, Robert L. Edwards, Jr., Christine M. Gorjanc, Michael B. Hodge, Jerome Lorrain, George S. Mayes, Jr., Javier Polit, Shawn Stewart, Paul Svindland and Laurie A. Tucker, each to hold office until the 2026 Annual Meeting of Shareholders or until a successor has been duly elected and qualified. Each nominee has consented to serve if elected.
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 shareholder agreement (the “REP Shareholders 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 shareholders agreement (the “EVE Shareholders Agreement” and, together with the REP Shareholders Agreement, the “Shareholders 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 Shareholders”) that provides, among other things, that the EVE Related Holders have the ongoing right to nominate one director to the Board. The Shareholders Agreements provide the Major Shareholders 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 Shareholder. Pursuant to the Shareholder Agreements, the Major Shareholders have nominated Charles L. Anderson, Robert L. Edwards and Michael B. Hodge to serve on our Board. 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 directors 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 Shareholders Agreement, among other things, (a) requires the applicable Major Shareholders to vote such Major Shareholders’ 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 Shareholders is subject to standstill restrictions, subject to certain exceptions, and (c) prohibits the applicable Major Shareholders from transferring equity securities of the Company, subject to certain exceptions, to certain competitors of the Company and to other shareholders 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. 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.
Director Nominees
| CHARLES L. ANDERSON | Director since 2024 | | | Age 41 |
Director Nominees
Mr. Anderson serves as a Partner at Ridgemont Equity Partners, a private equity firm that provides buyout and growth capital to industry-leading companies, since 2019. As part of Mr. Anderson’s portfolio involvement, he also serves on the boards of several private companies which provide business and tech-enabled services. Prior to joining Ridgemont in 2014, Mr. Anderson had professional experience at Crestview Partners and J.P. Morgan’s investment banking business. Mr. Anderson holds an M.B.A. from Harvard University and a B.A. in Economics from Washington and Lee University. As more fully discussed above, Mr. Anderson was selected as a designee of REP to join our Board pursuant to the REP Shareholders Agreement. Qualifications. The Board believes that Mr. Anderson’s board and investment management experience will provide the Board significant insight into the Company’s strategy and investment decisions. Mr. Anderson was nominated to the Board by a security holder.
Director Nominees
| DALE W. BOYLES | Director since 2024 | | | Age 64 |
Director Nominees
Mr. Boyles has served as the Chief Financial Officer of Warrior Met Coal, Inc., a U.S.-based environmentally and socially minded supplier of metallurgical coal since his appointment in January 2017. 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 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. Mr. Boyles was nominated to the Board by a non-management director.
Director Nominees
| ROBERT L. EDWARDS, JR. | Director since 2024 | | | Age 58 |
Director Nominees
Mr. Edwards co-founded and began serving as a Partner of Ridgemont Equity Partners, a private equity firm that provides buyout and growth capital to industry-leading companies, in 2010 and served as a Managing Partner thereof from 2021-2025. Since March of 2025, Mr. Edwards began serving as the Vice Chairman of Ridgemont Equity Partners. As part of Mr. Edwards’ portfolio involvement, he also serves on the board of several private companies which provide business and tech-enabled services. Prior to co-founding Ridgemont in 2010, Mr. Edwards was a Managing Director at Banc of America Capital Investors (predecessor to Ridgemont), a Management Consultant at McKinsey & Co., Inc. and served as an investment banker at Allied Capital and Bowles Hollowell Conner & Co, Inc. Mr. Edwards holds an M.B.A. from Harvard University and a B.A. in Economics from the University of North Carolina at Chapel Hill. As more fully discussed above, Mr. Edwards was selected as a designee of REP to join our Board pursuant to the REP Shareholders Agreement. Qualifications. The Board believes that Mr. Edwards’ board, investment management and industry experience will provide the Board significant insight into the Company’s management and investment decisions. Mr. Edwards was nominated to the Board by a security holder.
Director Nominees
| CHRISTINE M. GORJANC | Director since 2024 | | | Age 68 |
Director Nominees
Ms. Gorjanc currently serves as an independent director for various public companies, including as a member of the board of directors of Juniper Networks since May 2019, a leader in secure AI driven networks, where she serves on the audit committee and as lead director. In October 2024, Ms. Gorjanc joined the board of directors of Polestar, an electric performance car brand, where she serves as the chair of the audit committee. Ms. Gorjanc also served on the board of directors of Invitae, Inc., a genetic testing and services company, from 2015 to August 2024, where she served as a chairman of the audit committee as well as a member of the compensation committee. Ms. Gorjanc briefly served as the Interim Chief Executive Officer of Invitae, Inc. from July until August 2023. Following her time as Interim Chief Financial Officer, Invitae, Inc. entered into Chapter 11 of the Bankruptcy Code in February 2024. From March 2021 to October 2022, Ms. Gorjanc also served on the board of directors of Zymergen, Inc., a biotechnology company, and from April 2023 until July 2024, on the board of directors of Shapeway Holdings, Inc., a publicly-traded digital manufacturing platform. 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. Ms. Gorjanc has also received her director certification from the NACD (National Association of Corporate Directors). Qualifications. The Board believes that Ms. Gorjanc is well qualified to serve on the board because of her extensive experience in senior leadership roles, executive experience and financial expertise gained through service as a chief financial officer of rapidly growing international technology companies including experience in operations, supply chain and information technology. Ms. Gorjanc was nominated to the Board by a non-management director.
Director Nominees
| MICHAEL B. HODGE | Director since 2024 | | | Age 52 |
Director Nominees
Mr. Hodge has served as a Principal at EVE Partners, a private equity firm focused on logistics, since October 2011 and is the Co-Founder of EVE Atlas, a venture capital firm focused on logistics. Mr. Hodge currently serves as the Chairman of Energy Transport Logistics and Point Dedicated Services and serves as a board member of Integrity Express Logistics and Rothschild Investment Corporation. Prior to joining EVE Partners in 2011, Mr. Hodge was the Founder and Managing Partner of Hilliard Street Capital, a long/short equity hedge fund where he served as its Chief Investment Officer from 2008 until 2011. Mr. Hodge was also the Chief Executive Officer and Chief Financial Officer of Skybus Airlines from 2007 to 2008. From 2002 to 2007, Mr. Hodge was the Co-Head of Tiger Management, a multi-billion-dollar family office managing the assets of Julian H. Robertson, Jr. From 1997 to 2000, he was also a Managing Director at Tiger Management. From 1994 to 1997, Mr. Hodge was a foreign currency trader at Bankers Trust. As more fully discussed above, Mr. Hodge was selected as a designee of EVE to join our Board pursuant to the EVE Shareholders Agreement. Mr. Hodge graduated magna cum laude from Princeton University in 1994 with an A.B. degree in Economics and a certificate in Politics. Mr. Hodge also holds an M.B.A. from the Harvard Business School. Qualifications. The Board believes that Mr. Hodge’s industry and investment management experience will provide the Board significant insight into the Company’s management, strategy and investment decisions. Mr. Hodge was nominated to the Board by a security holder.
Director Nominees
| JEROME LORRAIN | Director since 2024 | | | Age 49 |
Director Nominees
Mr. Lorrain has over 30 years of experience serving in a variety of roles in the logistics and transportation industry. He previously served as Chief Operating Officer of CEVA Logistics, a global end-to-end logistics company, and currently serves as director of Log-Hub, a supply chain solution and optimization company, and as the executive chairman of FluentCargo, a routing solutions provider. Additionally, Mr. Lorrain formerly served as a director of SeaFrigo and as the chairman of Arrive Logistics and Pilot Freight Services. Qualifications. The Board believes that Mr. Lorrain’s experience in the transportation and logistics sector will provide insights to our Board.
Director Nominees
| GEORGE S. MAYES, JR. | Director since 2021; Chairman since 2024 | | | Age 66 |
Director Nominees
Mr. Mayes was appointed to the position of independent Chairman of the Board on February 6, 2024. Mr. Mayes also serves as Founder and Chief Executive Officer for LeanVue, LLC, which provides strategic analysis for global supply chain design and strategy development for managing complex global supply webs. From 2013 to 2015, Mr. Mayes was Chief Operating Officer for Diebold, Inc., a global leader in automated teller machine manufacturing and service. He was selected to serve as interim Chief Executive Officer in 2013. From 2005 to 2012, Mr. Mayes held leadership roles in global operations and supply chain management at Diebold. Prior to that role, he was Chief Operating Officer for Tinnerman Palnut Engineered Products, LLC. He also served as Vice President of Manufacturing for Stanley Fastening Systems. Mr. Mayes is currently a board member for Stoneridge, Inc. Mr. Mayes served in the United States Army from 1980 to 1985. He holds a bachelor’s degree in Engineering from the United States Military Academy at West Point. Mr. Mayes is NACD certified in cyber risk oversight management. Qualifications. The Company believes that Mr. Mayes provides in-depth knowledge of operations, business acumen and leadership to the Board, which strengthens the Board’s collective qualifications, skills and experience. The Board believes that Mr. Mayes utilizes that experience in his service as a member of the Corporate Governance and Nominating Committee and the Compensation Committee.
Director Nominees
| JAVIER POLIT | Director since 2021 | | | Age 60 |
Director Nominees
Mr. Polit is an experienced Fortune 100 Chief Information and Digital Officer, with extensive experience across consumer goods, retail and financial services. In December 2023, Mr. Polit was appointed as Executive Vice President, Chief Information and Digital Officer - Information Technology of Costco Wholesale Corporation. From 2020 until 2023, Mr. Polit served as Chief Information and Integrated Services Officer for Mondelez International (formerly Kraft Foods). From 2017 to 2020, he was Chief Information Officer for Procter & Gamble Company. Prior to that role, he served as Group Chief Information Officer for Coca Cola Bottling from 2007 to 2017 and as Global Director Customer Solutions, Business Intelligence and Distributions for the Coca Cola Company from 2003 to 2007. Mr. Polit was also Vice President, Global Corporate Systems for Office Depot and Vice President Information Technology for NationsBank NA. Mr. Polit is a member of the University of Miami President’s Advisory Board and the Professional Advisory Board of ALSAC/St. Jude Children’s Research Hospital. Mr. Polit is a graduate of the Advanced Management program at Harvard Business School. He holds a Master of Science from Barry University, a Masters of International Management from Budapest University of Technology and Economics and a Masters in International Business Management from TiasNimbas Business School. He also holds an MBA from Purdue University and a bachelor’s degree in Business Administration from the University of Miami. Qualifications. The Board believes that Mr. Polit brings deep B2B technology expertise including cybersecurity, data, digitization across multiple industries and complex organizations. He has helped drive digital transformation in large scale and has operated at the highest levels of Fortune 100 global companies where he contributed to technology strategy. The Board believes that Mr. Polit utilizes that experience in his service as a member of the Audit Committee.
Director Nominees
| SHAWN STEWART | Director since 2024 | | | Age 51 |
Director Nominees
Mr. Stewart serves as Chief Executive Officer and director of the Board for the Company since joining 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 will promote substantial business growth and operational improvements.
Director Nominees
| PAUL SVINDLAND | Director Nominee | | | Age 54 |
Director Nominees
Mr. Svindland has served as the chief executive officer of STG Logistics, a port-to-door services and supply chain solutions company, since February 2020. From July 2017 to March 2021, Mr. Svindland served as the chief executive officer and director of the board of Celadon Group, Inc., a full-service domestic trucking company. Mr. Svindland previously served as a director of RoadRunner Transportation Systems Inc. from August 2020 until 2023. 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 will provide valuable insight to the Board.
Director Nominees
| LAURIE A. TUCKER | Director since 2019 | | | Age 68 |
Director Nominees
Ms. Tucker has served as the Founder and Chief Strategy Officer of Calade Partners LLC, a marketing consultancy firm, since January 2014. She previously served as the Senior Vice President, Corporate Marketing of FedEx Services, Inc. (“FedEx”), a subsidiary of FedEx Corporation, from 2000 until she retired in December 2013. She was employed by FedEx in various capacities of increasing experience and responsibilities since 1978. Ms. Tucker has served as a director of publicly traded companies, such as, Bread Financial Holdings, since May 2015 and Iron Mountain Incorporated from May 2007 to May 2014. Ms. Tucker holds a B.B.A. in Accountancy and an M.B.A. in Finance from the University of Memphis. Qualifications. The Board believes that Ms. Tucker’s 35 years of experience at FedEx provide the Board with valuable insight with respect to corporate marketing strategies and large-scale operations. The Board believes that her experience overseeing finance, pricing, and customer technology will benefit her as the Chair of the Corporate Governance and Nominating Committee. The affirmative vote of a plurality of the votes cast by the shareholders entitled to vote at the Annual Meeting is required for the election of directors. Under the plurality voting standard, you may vote “FOR” or “WITHHOLD” authority to vote for each nominee. Votes to “WITHHOLD” with respect to any nominee and broker non-votes are not votes cast and will result in the applicable nominee(s) receiving fewer votes cast “FOR” such nominee(s). In the event any director nominee receives a greater number of votes “WITHHELD” from his or her election than votes “FOR” such election, he or she shall tender his or her resignation for consideration by the Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee shall recommend to the Board the action to be taken with respect to the resignation. The Board will publicly disclose its decision with respect to such resignation within 90 days of the certification of the election results. Our Board recommends that shareholders vote “FOR” the eleven nominees recommended by the Board.
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 2024, the non-employee directors’ cash compensation program is as follows, which is expected to continue in 2025: •an annual cash retainer of $85,000 for all non-employee directors; •an additional annual cash retainer of $125,000 for the Independent Chairman (which was created in 2024); •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 Shareholders, 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 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. In 2024, because there were insufficient shares available for issuance under the Company’s equity plans to make the Annual Grant to all of the non-employee directors, the Company issued restricted shares valued at $130,000 to each of Christine M. Gorjanc and Dale W. Boyles, and to all other non-employee directors, an award that provided compensation substantially similar to the Annual Grant in the form of an award valued at $130,000 (the “2024 Director Award”), which award would be settled in cash unless there are sufficient shares available for issuance under a shareholder-approved equity compensation plan and the Board determines to settle the 2024 Director Awards in shares of Company Common Stock. For 2025, this amount is expected to remain the same. Finally, the Board believes that directors more effectively represent the Company’s shareholders, whose interests they are charged with advancing, if they are shareholders themselves. Therefore, the Board established certain independent director stock ownership guidelines which are set forth in the Company’s Corporate Governance Guidelines. Specifically, the Company’s independent directors are required to own shares of Company Common Stock, with a value equal to at least five times the annual cash retainer for independent directors. Each new independent director has five years from the date he or she joins the Board to accumulate this ownership position. Unvested restricted stock is permitted to count towards the stock ownership guidelines. If the independent director has not satisfied his or her ownership stake within five years from the date that he or she joins the Board, the director is required to retain 100% of all shares until he or she is in compliance. In 2024, fluctuations in stock price caused several directors to fall out of compliance with these requirements. The Board continues to monitor the progress of each independent director towards meeting their ownership guidelines and will determine what actions, if any, to take to address the noncompliance. The following table shows the compensation the Company paid in 2024 to its non-employee directors:
DIRECTOR COMPENSATION
| Name | Fees Paid in Cash ($) | Stock Awards ($)(1)(2) | All Other Compensation ($)(3) | Total ($) | | George S. Mayes, Jr., Chairman | 176,250 | 130,000 | — | 306,250 | | Ronald Allen | 70,962 | — | — | 70,962 | | Ana B. Amicarella | 105,000 | 130,000 | — | 235,000 | | Charles L. Anderson | 61,325 | 148,072 | — | 209,397 | | Valerie A. Bonebrake | 95,000 | 130,000 | — | 225,000 | | Dale W. Boyles | 34,038 | 130,000 | — | 164,038 | | C. Robert Campbell | 64,203 | — | — | 64,203 | | Craig Carlock | 118,742 | 130,000 | — | 248,742 | | Robert L. Edwards, Jr. | 61,325 | 148,072 | — | 209,397 | | Christine M. Gorjanc | 34,038 | 130,000 | — | 164,038 | | Michael B. Hodge | 61,325 | 148,072 | — | 209,397 | | Jerome Lorrain(4) | — | 139,739 | — | 139,739 | | G. Michael Lynch | 70,962 | — | — | 70,962 | | Chitra Nayak | 64,203 | — | — | 64,203 | | Javier Polit | 95,000 | 130,000 | — | 225,000 | | Christopher Schmactenberger | — | — | — | — | | Laurie A. Tucker | 105,000 | 130,000 | — | 235,000 | | W. Gil West | 27,695 | 10,830 | — | 38,525 | | (1) Represents the aggregate grant date fair value of non-vested restricted shares, tracking shares and 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, 2024 filed with the SEC. | | | | | | (2) As of December 31, 2024, an aggregate of 23,997 deferred stock units, non-vested restricted shares and dividend equivalent rights were outstanding. | | | | | | (3) There were no dividend payments on non-vested restricted shares or dividend equivalents credited on deferred stock unit awards in 2024. | | | | | | (4) The Company issued a prorated award of restricted shares to Mr. Lorain in connection with his appointment in October 2024. | | | | |
DIRECTOR COMPENSATION
The following table indicates the aggregate number of deferred stock units, tracking shares and/or non-vested restricted shares held by each incumbent director at the end of 2024 and those shares or units that have not yet vested.
DIRECTOR COMPENSATION
| Name | Number of Deferred Stock Units and/or Non-Vested Restricted Shares (1) | | George S. Mayes, Jr., Chairman | — | | Ronald Allen | — | | Ana B. Amicarella | — | | Charles L. Anderson | — | | Valerie A. Bonebrake | 6,010 | | Dale W. Boyles | 6,963 | | C. Robert Campbell | — | | Craig Carlock | — | | Robert L. Edwards, Jr. | — | | Christine M. Gorjanc | 6,963 | | Michael B. Hodge | — | | Jerome Lorrain | — | | G. Michael Lynch | — | | Chitra Nayak | — | | Javier Polit | — | | Christopher Schmactenberger | — | | Laurie A. Tucker | — | | W. Gil West | — | | (1) Excludes any shares of Company Common Stock that may be issued under the 2024 Director Awards. | |
Executive Summary
Executive Summary 2024 Performance Highlights During 2024, Forward’s focus was on stabilizing the Company, integrating the Forward Air and Omni networks and implementing foundational changes under challenging market and industry conditions. The Company’s 2024 performance was negatively impacted by a softer than expected freight environment and weak demand for intermodal and truckload brokerage service as well as a pricing strategy put in place prior to the Omni Acquisition which focused more on growing volume than profitability. In addition, during 2024, Forward was also focused on, and took critical steps toward maintaining compliance with, the financial covenants under the Company’s Credit Agreement which include most importantly, Consolidated EBITDA (calculated in accordance with Company’s Credit Agreement). Specific notable financial and operational highlights for the year ended December 31, 2024 are listed below. •Consolidated operating revenue from continuing operations increased by 80.5%, to $2.5 billion; •Consolidated operating income from continuing operations changed by $1.2 billion to a loss of $1.1 billion, primarily as a result of the goodwill impairment charge of $1,028,397; •Consolidated EBITDA (calculated in accordance with Company’s Credit Agreement) of $308 million, which resulted in a leverage ratio of 5.5x , which is below the maximum permitted in our Credit Agreement; •Over delivered on the previously committed $75 million of integration synergies. Combining the integration synergies with additional cost saving actions and other efficiency initiatives executed throughout the year, the Company delivered more than $100 million in annualized cost reduction synergies in 2024; •Focused on collaborating across legacy entities, eliminating previously unidentified redundancies, automating and digitizing repetitive processes and unifying with a common purpose, mission and values; and •Recognized as a Top 100 Third-Party Logistics Provider, identifying the Company as reliable and adept at customizing solutions and streamlining logistics operations for their customers. 2024 Compensation Highlights Our pay-for-performance philosophy and the design of our pay programs led to the following Committee actions and plan payouts to our NEOs for 2024: •Leadership transitions. As noted above, the Company underwent significant changes to its leadership team in 2024, including the appointment of a new CEO, CFO and CCO. In connection with the transitions, with the assistance of its compensation consultant, the Committee and, with respect to the CEO, the Board, considered and approved competitive compensation programs for such executives that were designed to attract and incentivize seasoned individuals to lead the Company through transformational change. A description of the compensation program approved for each new executive during 2024 is set forth below under Departure and Appointment of Executives section of this Proxy Statement. •Severance; Retention Awards. In connection with the Omni Acquisition, in March 2024, in order to retain key employees during 2024 to ensure Company stability and progress on integration, the Committee (1) supplemented the Company’s Executive Severance and Change in Control Plan (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 awards (collectively, the “Enhanced Severance Benefit”); and (2) approved granting a one-time retention bonus to executives, senior leaders and other managers consisting of 20% cash with a 1-year cliff vesting and 80% time-based restricted shares with 2-year cliff vesting. The amount of the retention awards to the NEOs is set forth below under the Retention Awards section of this Proxy Statement. •Short-term incentive payouts. For 2024, the amount of short-term incentive compensation paid to our NEOs under the annual cash incentive plan was determined by our performance against our Consolidated EBITDA for the year ended December 31, 2024 (70%) as calculated pursuant to the Credit Agreement, and Unlevered Free Cash Flow for the six-months ended December 31, 2024 (30%), in order to focus management on achieving performance targets that would ensure compliance with critical financial covenants. For 2024, the Committee did not include any payout for achievement of individual performance objectives but rather designed the plan to provide a payout to executives based solely on the Company’s financial performance. The Committee also eliminated the potential 300% “beyond stretch” payout for 2024. Based on the Company’s Consolidated EBITDA for 2024, payout for that component was 80% of target. Although the Company’s executive officers could have received a payout of 125% based on its Unlevered Free Cash Flow for 2024, the Committee used its discretionary authority to reduce the payout for this portion of the annual incentive plan to 0% to ensure an appropriate pay for performance outcome that best aligns with shareholder interests. As a result, the total payout to NEOs under the 2024 annual cash incentive plan was 56% of target with actual cash payouts ranging from $131,250 to $336,000. •Long-term performance plan payouts. Based on the Company’s total shareholder return (“TSR”) relative to our peer companies using the four-quarter averaging of the payouts generated from the relative TSR ranking, the approved payout for the January 2022 to December 2024 performance period was 0% of target. •Leadership Departures. During 2024, Mr. Schmitt, Ms. Garbrick, Mr. Ruble and Ms. Ronning (the “Departing NEOs”) ceased to be executive officers of the Company. In connection with their departure from the Company, pursuant to the Severance Plan and subject to their execution and non-revocation of a general release of claims, the Departing NEOs were each eligible to receive certain payments including a Severance Payment and Healthcare Assistance Payment (in each case, as defined in the Severance Plan and described below under Potential Payments Upon Termination, Change of Control, Death or Disability) including, in some instances, the Enhanced Severance Benefit. A description of each Departing NEO’s Separation and Release Agreement and/or related payments thereunder is set forth below under the Potential Payments Upon Termination, Change of Control, Death or Disability section of this Proxy Statement.
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 shareholder 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 shareholders through a long-term incentive 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 | | | ■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 | |
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 | | Michael L. Hance | 500,000 | 375,000 | 75% | 600,000 | 1,475,000 | | Thomas Schmitt | 905,000 | — | — | — | 905,000 | | Jamie Pierson | 625,000 | 468,750 | 75% | 1,050,000 | 2,143,750 | | Rebecca J. Garbrick | 425,000 | 318,750 | 75% | 550,000 | 1,293,750 | | Joseph M. Tomasello | 350,000 | 262,500 | 75% | 325,000 | 937,500 | | Chris C. Ruble | 625,000 | 468,750 | 75% | 850,000 | 1,943,750 | | Nancee Ronning | 425,000 | 318,750 | 75% | 450,000 | 1,193,750 |
Annual Incentive Compensation
Annual Incentive Compensation Overview Historically, the Committee has approved the performance metrics for the annual cash incentive plan in February of the performance year. However, in 2024, the Company was facing extraordinary circumstances including the pending and expected changes in executive leadership, including the role of CEO, the closing of the Omni Acquisition in January 2024 which resulted in significant changes to the Company’s business, operations and capital structure and negative shareholder sentiment. As a result, the Committee determined to delay approval of the performance metrics for the 2024 annual cash incentive plan until, if possible, after the Company had (1) hired a new CEO and CFO, (2) further progressed its ongoing comprehensive review of the Company’s financial position and long and short-term strategic and financial goals and (3) approved the Company’s operating plan for 2024. In March 2024, the Committee did approve a change to the design of the annual cash incentive plan to remove the 20% individual objective performance component so that 100% of the award would be based on Company performance and eliminate the 300% “beyond stretch” target. The Committee believes these plan design changes were appropriate in that they focused executives on the achievement of the Company performance objectives during this critical time and better aligned executive compensation with the Company’s 2024 preliminary budget. In April 2024, the Company appointed Shawn Stewart as the CEO and in July 2024, the Company appointed Jamie Pierson as the permanent CFO. During this time, the Board, together with Messrs. Stewart and Pierson, continued its strategic review of the business and approved an operating plan for 2024. Messrs. Stewart and Pierson were also focused on engaging with the Company’s shareholders and lenders to better understand their concerns regarding the Company’s business as well as its short and long-term financial results and condition. In August 2024, in light of the change in the Company’s capital structure and the significant shareholder focus on liquidity and free cash flow, including most immediately, the Company’s compliance with the financial covenants under its loan facilities, the Committee designated 2024 Consolidated EBITDA, as calculated under the Credit Agreement, and Unlevered Free Cash Flow for the six-month ended December 31, 2024, as the performance metrics for the 2024 annual cash incentive plan. The Committee believes, given shareholder sentiment, the Company’s performance in the first half of 2024 and the change in executive leadership, that it was critical and in the best interests of its shareholders, to focus the Company’s executive team on maintaining compliance with the Company’s financial covenants, maximizing liquidity and generating free cash flow during the second half of 2024. 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 2024, which remained, if applicable, unchanged from the prior year, were 100% of base salary for Mr. Stewart and 75% of base salary for all other NEOs. Performance Components. As noted above, 100% of the total cash incentive opportunity under the 2024 Annual Cash Incentive Plan for all NEOs was based on Company performance whereas, in prior years, 80% was based on Company performance and 20% was based on individual performance. Performance Metrics. The Committee established full year 2024 Consolidated EBITDA and Unlevered Free Cash Flow for the six-month ended December 31, 2024 as the performance metrics for the 2024 annual cash incentive plan as follows:
Annual Incentive Compensation
| Annual Cash Incentive Plan | | | Components of Plan | Weighing As a Percent of Target | | Consolidated EBITDA | 70% | | Unlevered Free Cash Flow | 30% |
Annual Incentive Compensation
Consolidated EBITDA is generally defined in the Credit Agreement as the EBITDA of the Company and its restricted subsidiaries, on a consolidated basis, calculated on a pro forma basis with certain adjustments from the Company’s net income or historical Adjusted EBITDA results. Unlevered Free Cash Flow is calculated as Consolidated EBITDA less capital expenditures, changes in working capital and taxes. Goals under the 2024 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 Consolidated EBITDA and Unlevered Free Cash Flow generally reflect performance that will ensure that we are in compliance with the financial covenants in the Credit Agreement and 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 – Consolidated EBITDA. The 2024 Consolidated EBITDA goals and corresponding performance levels are noted below. Payout for performance between points is interpolated on a straight-line basis.
Annual Incentive Compensation
| Consolidated EBITDA (000s) | Downside | Low | Target | High | Stretch | Fiscal Year 2024 Results | % of Target Payout | | Consolidated EBITDA | $275,000 | $251,487-$320,000 | $325,000 | $330,000-$360,000 | $425,000 | $308,000 | 80% | | % of Target Payout | 25% | 50% | 100% | 150% | 200% | | |
Annual Incentive Compensation
Corporate Performance – Unlevered Free Cash Flow. The 2024 Unlevered Free Cash Flow goals and corresponding performance levels are noted below. Payout for performance between points is interpolated on a straight-line basis.
Annual Incentive Compensation
| Unlevered Free Cash Flow (000s) | Downside | Low | Target | High | Stretch | Fiscal Year 2024 Results | % of Target Payout | | Unlevered Free Cash Flow | $103,000 | $112,000 | $131,000 | $166,000 | $231,000 | $151,000 | 125% | | % of Target Payout | 25% | 50% | 100% | 150% | 200% | | |
Annual Incentive Compensation
Although the Company’s executive officers could have received a payout of 125% based on its Unlevered Free Cash Flow for 2024, the Committee used its discretionary authority to reduce the payout for this portion of the annual incentive plan to 0% to ensure an appropriate pay for performance outcome that best aligns with shareholder interests. 2024 Annual Incentive Payout. Based on the respective weightings for Consolidated EBITDA and Unlevered Free Cash Flow and Committee determinations, the actual payout for each participating executive under the annual incentive plan was 56% 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. For 2024, the amounts paid to Messrs. Stewart and Pierson were pro-rated from the effective date of their employment through December 31, 2024.
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 shareholders, enhance long-term thinking in general and focus executives on metrics that lead to increased shareholder value over the long term. Our long-term equity incentives are specifically designed to reward stock price appreciation and outperformance of shareholder return relative to industry peer companies. In 2023, the Company’s long-term equity incentive (“LTI”) plan for (1) our CEO was comprised 33% time-base restricted stock, 33% performance shares earned based on relative TSR performance versus peers and 33% performance stock options where vesting and exercisability are contingent on the Company’s achievement of certain levels of income from operations and (2) all other NEOs was comprised 50% time-base restricted stock, 25% performance shares earned based on relative TSR performance versus peers and 25% stock options. In March 2024, management proposed, and, after discussion with Meridian, the Committee approved, eliminating stock options from the LTI program for all NEOs, so that in 2024, 50% of the NEO’s LTI award was comprised of time-based restricted stock and 50% of performance shares earned based on relative TSR performance versus peers. In May 2024, the Committee approved the LTI award for Mr. Stewart comprised of 40% time-based restricted stock and 60% performance shares earned based on relative TSR performance versus peers The Committee believes these are appropriate changes in that they continue to promote retention and stock ownership; focus executives on share price appreciation, further aligning our executives’ interests with the interests of our shareholders; and continue to be heavily focused on performance-oriented awards measured by share price appreciation. Accordingly, in 2024, the Committee approved the following target long-term incentive awards for the NEOs:
Long-Term Equity Incentive Awards
| NEO | 2024 Restricted Stock Grant ($) | 2024 Target TSR Performance Share Grant ($) | 2024 Total Long-Term Incentive Award ($) | | Shawn Stewart | 1,200,000 | 1,800,000 | 3,000,000 | | Michael L. Hance | 300,000 | 300,000 | 600,000 | | Jamie Pierson | 262,500 | 262,500 | 525,000 | | Rebecca J. Garbrick | 275,000 | 275,000 | 550,000 | | Joseph M. Tomasello | 162,500 | 162,500 | 325,000 | | Chris C. Ruble | 425,000 | 425,000 | 850,000 | | Nancee Ronning | 225,000 | 225,000 | 450,000 |
Long-Term Equity Incentive Awards
The number of shares of restricted stock and performance shares issued to the NEOs under the 2016 Plan for the fiscal year ended December 31, 2024 are set forth in the Grants of Plan-Based Awards for Fiscal 2024 Table of this Proxy Statement. Equity-based awards. The value to the executive of the two components comprising long-term equity compensation in 2024 (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 rises or falls based on the performance of the Company’s stock 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. Hance, Tomasello and Ruble and Ms. Garbrick and Ms. Ronning in March 2024, (2) Mr. Stewart in April 2024 and (3) Mr. Pierson in July 2024, 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. 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 2016 Plan). 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 2024 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 2024 grants consisted of the following 14 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:
Long-Term Equity Incentive Awards
| ArcBest Corporation | Landstar Systems, Inc. | | C.H. Robinson Worldwide, Inc. | Marten Transport, Ltd. | | Expeditors International of Washington, Inc. | Old Dominion Freight Line, Inc. | | Heartland Express, Inc. | Saia, Inc. | | Hub Group, Inc. | Schneider National, Inc. | | J.B. Hunt Transport Services, Inc. | Werner Enterprises, Inc. | | Knight Transportation, Inc. | XPO Logistics, Inc. |
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.
Long-Term Equity Incentive Awards
| | Payout | | Performance Level | (as a % of Target) | | 90th percentile or higher | 200% | | 70th percentile | 150% | | 50th percentile | 100% | | 25th percentile | 50% | | Below 25th percentile | 0 % |
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 last trading day of each measurement period (i.e., the final four calendar quarters). 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 Plan). 2022 Performance Shares. The final payout for the January 2022 to December 2024 performance period was 0% of target given that our TSR performance relative to peers was below the 25th percentile in all measurement periods. Changes to the LTI Program for 2025. The Committee determined to maintain the same structure and design of the LTI plan for 2025 to ensure a continued focus on absolute and relative share price appreciation. However, in response to the decreased shareholder support for our executive compensation program as evidenced by the decline in the say-on-pay vote in 2024, and investor feedback, management proposed and the Committee agreed to add a cap on payouts under the TSR performance shares at 100% of target in the event the Company’s TSR results, for the full performance period, resulted in negative returns for shareholders.
Retention Awards
Retention Awards In connection with the Omni Acquisition, in March 2024, in order to retain key employees during 2024 to ensure Company stability and progress on integration, the Committee approved granting a one-time retention bonus to executives, senior leaders and other managers consisting of 20% cash with a 1-year cliff vesting and 80% time-based restricted shares with 2-year cliff vesting. The retention award vests immediately upon the employee’s termination of employment without cause. As part of the retention program, the Committee approved the retention awards to the following NEOs. Messrs. Stewart and Pierson were not employed by the Company in March 2024 and therefore did not receive a retention award.
Retention Awards
| NEO | Cash Award ($) | Time-Based RSU Award ($) | Aggregate Retention Award ($) | | Shawn Stewart | — | — | — | | Michael L. Hance | 140,000 | 560,000 | 700,000 | | Jamie Pierson | — | — | — | | Rebecca J. Garbrick | 100,000 | — | — | | Joseph M. Tomasello | 70,000 | 280,000 | 350,000 | | Chris C. Ruble | 100,000 | 400,000 | 500,000 | | Nancee Ronning | 70,000 | 280,000 | 350,000 |
Departure and Appointment of Executives
Simultaneously with Mr. Pierson’s appointment as interim Chief Financial Officer, Ms. Garbrick ceased serving as Chief Financial Officer of the Company. This event was a termination without cause, which met the definition of an “Involuntary Termination” under the Severance Plan. Under the Severance Plan and subject to Ms. Garbrick’s execution and non-revocation of a general release of claims, Ms. Garbrick was eligible to receive certain payments under the Severance Plan including a Severance Payment and Healthcare Assistance Payment (in each case, as defined in the Severance Plan and described below under the section entitled Potential Payments upon Termination, Change of Control, Death or Disability of this Proxy Statement and in the table set forth within that section), the Enhanced Severance Benefit and up to $20,000 in outplacement services. The restrictive covenants agreement entered into between Ms. Garbrick and the Company on May 27, 2022 includes a perpetual obligation to keep confidential information and trade secrets, provisions covering obligations with respect to non-competition, non-solicitation of employees and customers and non-disparagement, each of which apply to Ms. Garbrick for 18 months following her separation. In addition to her entitlements under the Severance Plan, Ms. Garbrick was also entitled to receive a payment of her $100,000 cash retention payment which vested as a result of the termination of her employment pursuant to the terms of the retention agreement. Other NEOs Former President and Chief Operating Officer On December 6, 2024, Mr. Ruble ceased serving as President and Chief Operating Officer of the Company, with his last day of employment being December 6, 2024. This event was a termination without cause, which met the definition of an “Involuntary Termination” under the Severance Plan. Under the Severance Plan and subject to Mr. Ruble’s execution and non-revocation of a general release of claims, Mr. Ruble is eligible to receive certain payments under the Severance Program including a Severance Payment and Healthcare Assistance Payment (in each case, as defined in the Severance Plan and described below under the section entitled Potential Payments upon Termination, Change of Control, Death or Disability of this Proxy Statement and in the table set forth within that section) and up to $20,000 in outplacement services. The restrictive covenants agreement entered into between Mr. Ruble and the Company on May 27, 2022 includes a perpetual obligation to keep confidential information and trade secrets, provisions covering obligations with respect to non-competition, non-solicitation of employees and customers and non-disparagement, each of which apply to Mr. Ruble for 18 months following his separation. Mr. Ruble did not receive the Enhanced Severance Benefit but is entitled to receive his $100,000 cash retention payment which vested as a result of the termination of his employment pursuant to the terms of the retention agreement, payable in installments in accordance with the General Release and Waiver. Former Chief Commercial Officer On May 31, 2024, Ms. Ronning ceased serving as Chief Commercial Officer of the Company. This event was a termination without cause, which met the definition of an “Involuntary Termination” under the Severance Plan. Under the Severance Plan and subject to Ms. Ronning’s execution and non-revocation of a general release of claims, Ms. Ronning is eligible to receive certain payments under the Severance Plan including a Severance Payment and Healthcare Assistance Payment (in each case, as defined in the Enhanced Severance Benefit and described below under the section entitled Potential Payments upon Termination, Change of Control, Death or Disability of this Proxy Statement and in the table set forth within that section), the Enhanced Severance Benefit and up to $20,000 in outplacement services. The restrictive covenants agreement entered into between Ms. Ronning and the Company on April 19, 2024 includes a perpetual obligation to keep confidential information and trade secrets, provisions covering obligations with respect to non-competition, non-solicitation of employees and customers and non-disparagement, each of which apply to Ms. Ronning for 18 months following her separation. In addition to her entitlements under the Severance Plan, Ms. Ronning was also entitled to receive a payment of her $70,000 cash retention payment which vested as a result of the termination of his employment pursuant to the terms of the retention agreement, payable in installments in accordance with the General Release and Waiver.
Severance Arrangements
Severance Arrangements Our NEOs 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 shareholders 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 shareholder 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 Plan. 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. 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 pursuant to Section 4.01(a)(iii) of the Severance Plan. The severance benefits available to our NEOs under the Severance Plan are described in more detail under Potential Payments upon Termination, Change of Control, Death or Disability of this Proxy Statement and in the table set forth within that section.
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 process 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 shareholder interests and overall contribution and performance of the executive officers. Other incentive programs either have similar characteristics or are small in potential payout amount.
Equity Grant Practices
Equity Grant Practices We grant most equity-based awards, including any stock options, 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 2024, 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. 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.
Key Provisions of the 2016 Plan and the Proposed 2025 Plan
Key Provisions of the 2016 Plan and the Proposed 2025 Plan The Company’s 2016 Plan and the proposed 2025 Plan incorporate certain terms and procedures that reflect the current compensation philosophy of the Company’s Compensation Committee. Specifically, the 2016 Plan and the proposed 2025 Plan prohibit the re-pricing or cash-out of underwater stock options and SARs without prior shareholder approval. They each also provide that the taking of certain permitted actions affecting outstanding awards in the event of a change in control of the Company will be conditioned upon the consummation of the transaction giving rise to the change in control and will not be taken with respect to any awards that are subject to the provisions of Section 409A of the Internal Revenue Code (“Section 409A”) if the action would result in a violation of Section 409A. Finally, awards granted under the 2016 Plan and the proposed 2025 Plan are, and will be, made subject to the Recoupment Policy. At this Annual Meeting, shareholders are being asked to approve the 2025 Plan and 2025 NED Plan, respectively. For additional information regarding the proposed 2025 Plan and 2025 NED Plan, see Proposals 2 and 3 within this Proxy Statement.
Summary Compensation Table
Summary Compensation Table The following table shows the compensation earned in 2024, 2023 and 2022 by the NEOs.
Summary Compensation Table
| Name and | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Principle Position | | | | | | | | | | Shawn Stewart, | 2024 | 588,462 | 400,000 | 3,234,892 | — | 336,000 | 4,905 | 4,564,259 | | Chief Executive Officer(4) | | | | | | | | | | Michael L. Hance, | 2024 | 593,462 | — | 1,160,000 | — | 210,000 | 32,424 | 1,995,886 | | Chief Legal Officer | 2023 | 456,000 | — | 393,750 | 131,250 | 51,300 | 11,712 | 1,044,012 | | and Secretary(4) | 2022 | 440,000 | — | 393,750 | 131,250 | 853,380 | 10,832 | 1,829,212 | | Thomas Schmitt | 2024 | 273,435 | — | — | — | 30,408 | 613,485 | 917,328 | | Former President and CEO(4) | 2023 | 902,000 | — | 2,543,333 | 1,271,667 | 123,080 | 26,241 | 4,866,321 | | | 2022 | 877,777 | — | 1,916,667 | 958,333 | 2,280,250 | 22,783 | 6,055,810 | | Jamie Pierson, | 2024 | 300,481 | 250,000 | 1,025,000 | — | 131,250 | 1,985 | 1,708,716 | | Chief Financial Officer(5) | | | | | | | | | | Rebecca J. Garbrick | 2024 | 277,404 | — | 550,000 | — | 103,530 | 6,332 | 937,266 | | Former CFO and | 2023 | 400,000 | — | 375,000 | 125,000 | 55,800 | 10,689 | 966,489 | | Treasurer(5) | 2022 | 385,000 | — | 326,250 | 108,750 | 743,820 | 10,689 | 1,574,509 | | Joseph M. Tomasello, | 2024 | 349,481 | — | 605,000 | — | 147,000 | 2,967 | 1,104,448 | | Chief Information Officer(6) | | | | | | | | | | Chris C. Ruble, Former President and COO(6) | 2024 | 600,597 | — | 1,250,000 | — | — | 113,268 | 1,963,865 | | | 2023 | 606,000 | — | 525,000 | 175,000 | 97,263 | 12,955 | 1,416,218 | | | 2022 | 585,000 | — | 468,750 | 156,250 | 1,146,893 | 9,452 | 2,366,345 | | Nancee Ronning, | 2024 | 195,442 | — | 730,000 | — | 74,374 | 663,658 | 1,663,474 | | Former CPO(7) | | | | | | | | |
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). 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 2024 Table within this Proxy Statement. 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, 2024, filed with the SEC. | | (2) Represents cash incentives earned under the 2024 Annual Cash Incentive Plan. | | (3) See the “All Other Compensation Table” below for additional information. | | (4) On February 9, 2024, Mr. Schmitt ceased serving as Chairman, President and Chief Executive Officer of the Company and as a member of the Board. At that time, Mr. Hance was appointed as Interim Chief Executive Officer of the Company in addition to his roles as Chief Legal Officer and Secretary. Mr. Stewart was appointed as our Chief Executive Officer on April 28, 2024. | | (5) On May 20, 2024, Ms. Garbrick ceased serving as Chief Financial Officer and Treasurer. At that time, Mr. Pierson was appointed as Interim Chief Financial Officer and began serving on a permanent basis on July 3, 2024. | | (6) Mr. Ruble was appointed as President of the Company in addition to his role as Chief Operating Officer following Mr. Schmitt’s departure as Chairman, President and Chief Executive Officer. Mr. Ruble ceased serving as President and Chief Operating Officer on December 6, 2024. | | (7) On May 31, 2024, Ms. Ronning ceased serving as Chief Commercial Officer, and Mr. Brandt assumed the role on January 13, 2025. |
Grants of Plan-Based Awards for Fiscal 2024
Grants of Plan-Based Awards for Fiscal 2024 In this table, we provide information about each grant of awards made to an NEO in the most recently completed year. This includes the awards under the Company’s Annual Cash Incentive Plan, as well as performance share awards or restricted stock awards. Please note that the below discussion does not include compensation amounts for Mr. Schmitt as he ceased being employed by the Company in February 2024 and did not receive any plan-based compensation awards for 2024.
Grants of Plan-Based Awards for Fiscal 2024
| | | | 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 | All Other Option Awards: Number of Securities Underlying Options (#) | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | | Thres-hold | Target | Maxi-mum | Thres-hold | Target | Maxi-mum | | | | | Name | Award Type | Grant Date | ($) | ($) | ($) | (#) | (#) | (#) | (#)(2) | (3) | | | Shawn Stewart | Annual Cash Incentive Plan | | 225,000 | 900,000 | 1,800,000 | | | | | | | | | Performance Shares(4) | 4/29/24 | | | | 38,217 | 76,433 | 152,866 | | | 2,087,385 | | | Restricted Stock | 4/29/24 | | | | | | | 50,955 | | 1,147,507 | | Michael L. Hance | Annual Cash Incentive Plan | | 93,750 | 375,000 | 750,000 | | | | | | | | | Performance Shares(4) | 3/15/24 | | | | 19,685 | 39,370 | 78,740 | | | 300,000 | | | Restricted Stock | 3/15/24 | | | | | | | 10,710 | | 300,000 | | | Restricted Stock (5) | 3/15/24 | | | | | | | 19,993 | | 560,000 | | Jamie Pierson | Annual Cash Incentive Plan | | 117,188 | 468,750 | 937,500 | | | | | | | | | Performance Shares(4) | 7/3/24 | | | | 7,547 | 15,093 | 30,186 | | | 262,500 | | | Restricted Stock | 7/3/24 | | | | | | | 25,707 | | 500,000 | | | Restricted Stock | 7/3/24 | | | | | | | 19,444 | | 262,500 | | Rebecca J. Garbrick | Annual Cash Incentive Plan | | 93,750 | 318,750 | 750,000 | | | | | | | | | Performance Shares(4) | 3/15/24 | | | | 18,045 | 36,089 | 72,178 | | | 275,000 | | | Restricted Stock | 3/15/24 | | | | | | | 9,818 | | 275,000 | | Joseph M. Tomasello | Annul Cash Incentive Plan | | 93,750 | 262,500 | 750,000 | | | | | | | | | Performance Shares(4) | 3/15/24 | | | | 10,663 | 21,325 | 42,650 | | | 162,500 | | | Restricted Stock | 3/15/24 | | | | | | | 5,801 | | 162,500 | | | Restricted Stock (5) | 3/15/24 | | | | | | | 9,996 | | 280,000 | | Chris C. Ruble | Annul Cash Incentive Plan | | 93,750 | 468,750 | 750,000 | | | | | | | | | Performance Shares(4) | 3/15/24 | | | | 27,887 | 55,774 | 111,548 | | | 425,000 | | | Restricted Stock | 3/15/24 | | | | | | | 15,713 | | 425,000 | | | Restricted Stock (5) | 3/15/24 | | | | | | | 14,281 | | 400,000 | | Nancee Ronning | Annual Cash Incentive Plan | | 93,750 | 318,750 | 750,000 | | | | | | | | | Performance Shares(4) | 3/15/24 | | | | 14,764 | 29,528 | 59,056 | | | 225,000 | | | Restricted Stock | 3/15/24 | | | | | | | 8,033 | | 225,000 | | | Restricted Stock (5) | 3/15/24 | | | | | | | 9,996 | | 280,000 |
Grants of Plan-Based Awards for Fiscal 2024
| (1) Amounts included in the table above represent the threshold (which we refer to as “downside”), target and maximum (which we refer to as “stretch”) potential payout levels related to both the corporate and individual objectives for the fiscal year 2024 under the Company’s Annual Cash Plan. The awards also provide for low and high potential payout levels as described under “Key Elements of Executive Compensation Program - Annual Cash Incentive Awards” in the Compensation Discussion and Analysis. 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 equally over a three-year period with the first vesting occurring on the one-year 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, 2024, filed with the SEC. | | (4) The performance shares vest two-and-a-half months after the last day of the three-year performance period. 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. | | (5) Represents a one-time retention grant awarded to certain NEOs as described under “Retention Awards” in the Compensation Discussion and Analysis. |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table shows information about outstanding equity awards at December 31, 2024.
Outstanding Equity Awards at Fiscal 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 | — | — | — | — | — | 50,955 | 1,643,299 | 76,433 | 2,464,964 | | Michael L. Hance | 5,303 | — | 58.40 | 2/5/2018 | 2/5/2025 | 33,042 | 1,065,605 | 41,492 | 1,333,117 | | | 3,024 | 1,512 | 106.29 | 2/8/2022 | 2/8/2029 | — | — | — | — | | | 1,101 | 2,201 | 115.42 | 2/7/2023 | 2/7/2030 | — | — | — | — | | Thomas Schmitt | 100,000 | — | 64.26 | 9/1/2018 | 9/1/2025 | — | — | — | — | | | 35,918 | — | 65.96 | 2/4/2020 | 2/4/2027 | — | — | — | — | | | 39,139 | — | 75.05 | 2/2/2021 | 2/2/2028 | — | — | — | — | | | 22,081 | — | 106.29 | 2/8/2022 | 2/8/2029 | — | — | — | — | | | 10,664 | — | 115.42 | 2/7/2023 | 2/7/2030 | — | — | — | — | | Jamie Pierson | — | — | — | — | — | 45,151 | 1,456,120 | 15,093 | 486,749 | | Rebecca Garbrick | 2,506 | 1,253 | 106.29 | 2/8/2022 | 2/8/2029 | 11,944 | 1,456,120 | 37,982 | 1,224,920 | | | 3,145 | 1,153 | 115.42 | 2/7/2023 | 2/7/2030 | — | — | — | — | | Joseph M. Tomasello | 1,584 | 792 | 106.29 | 2/8/2022 | 2/8/2029 | 17,022 | 548,960 | 22,437 | 723,593 | | | 577 | 1,153 | 115.42 | 2/7/2023 | 2/7/2030 | — | — | — | — | | Chris C. Ruble | 3,600 | — | 106.29 | 2/8/2022 | 2/8/2029 | — | — | — | — | | | 1,468 | — | 115.42 | 2/7/2023 | 2/7/2030 | — | — | — | — | | Nancee Ronning | 1,730 | — | 115.42 | 2/7/2023 | 2/7/2030 | — | — | 30,100 | 970,725 |
Outstanding Equity Awards at Fiscal Year-End
| (1) Each grant vests equally over a three-year period from the date of grant. Stock options granted to our CEO vest upon the achievement of pre-established annual operating income goals within a three-year period. | | (2) The amounts shown represent restricted stock awards granted under the 2016 Plan. Each grant of restricted stock vests equally over a three-year period with the first vesting occurring on the one-year 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, 2024, which was $32.25. | | (4) The amounts shown represent performance share awards granted under the 2016 Plan. The performance shares vest two-and-a-half months after the last day of three-year performance periods that end December 31, 2023, December 31, 2024, and December 31, 2025. The number of shares earned is based on either (a) the TSR of Company Common Stock compared to the TSR of a determined peer group or (b) the EBITDA Per Share compared to a pre-determined EBITDA Per Share target. See the Long-Term Equity Incentive Award section of this Proxy Statement for additional information. Shares presented represent the award at the target amount. The actual amounts that will be earned are dependent upon the achievement of pre-established performance goals during the respective performance cycles. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table shows information about options exercised or shares acquired on vesting during 2024.
Option Exercises and Stock Vested
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (1) (2) | | Shawn Stewart | — | — | — | — | | Michael L. Hance | — | — | 6,704 | 230,426 | | Thomas Schmitt | — | — | 31,542 | 1,328,080 | | Jamie Pierson | — | — | — | — | | Rebecca Garbrick | — | — | 1,693 | 73,671 | | Joseph M. Tomasello | — | — | 3,512 | 120,712 | | Chris C. Ruble | — | — | 8,091 | 279,170 | | Nancee Ronning | — | — | 20,246 | 351,046 | | (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. Hance – 1,665 shares, Mr. Schmitt – 11,019, Ms. Garbrick – 543 shares, Mr. Tomasello – 1,117 shares, Mr. Ruble – 2,414 shares and Ms. Ronning – 6,059. | | | | |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, 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, who began serving as our CEO in April 2024. The pay ratio included in this disclosure is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K and applicable SEC guidance. In 2025, to identify the median employee as well as to determine the annual total compensation of our median employee, we took the following steps: •We determined that as of December 31, 2024, our total employee population consisted of 6,404 individuals (including full-time and part-time employees, other than our CEO) working at our parent company and consolidated subsidiaries. Of these individuals, approximately 3,520 employees were Omni employees that were assumed in connection with the Omni Acquisition in January 2024. As permitted by SEC rules, we excluded (a) the approximately 3,520 Omni employees that were assumed in connection with the Omni Acquisition, and (b) 14 of the remaining Canadian legacy Forward employees, which represented less than 5% of our remaining employee population. We then identified our “median employee” based on our remaining employee population of approximately 2,870. •We identified the “median employee” by examining 2024 total cash compensation. For purposes of determining total cash compensation, we included base salary, incentive compensation, 401(k) match and overtime pay, as reflected in our payroll records. As permitted by SEC rules, we analyzed the total cash compensation of the remaining individuals (other than our CEO) who were employed as of December 31, 2024. •We identified our median employee using this compensation measure, which was consistently applied to all our employees included in the calculation. For 2024, our last completed fiscal year: •The annual total compensation of our median employee was $38,794; and •For purposes of this disclosure, Mr. Stewart’s total annual compensation was $4,877,373. This amount equals the CEO’s compensation as reported in the Summary Compensation Table plus an additional amount that reflects the annualizing of his base salary and benefits-related compensation for 2024. Based on this information, for 2024, the ratio of the annual total compensation of our CEO, to the total compensation of the median employee was 123.4 to 1.
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 (CD&A) section within this Proxy Statement.
Pay Versus Performance
| Year | SCT Total for Mr. Schmitt (1) | CAP to Mr. Schmitt (2)(a) | | | | | | 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) | | | | | 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) | | TSR (5) | Peer Group TSR (6) | | | | 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 | | 2020 | $3,200,911 | $2,353,212 | N/A | N/A | N/A | N/A | $1,006,555 | $644,923 | $110 | $100 | $24 | 42nd | | (1) 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 year to determine the compensation actually paid: | | | | | | | | | | | | |
Pay Versus Performance
| Thomas Schmitt | 2024 | 2023 | 2022 | 2021 | 2020 | | Reported Summary Compensation Table Total for PEO | $917,327 | $4,866,321 | $6,055,810 | $6,048,000 | $3,200,911 | | - Reported Value of Equity Awards | $— | $(3,815,000) | $(2,875,000) | $(2,875,000) | $(2,125,000) | | + Year End Fair Value of Equity Awards | $— | $1,499,165 | $3,099,190 | $4,472,901 | $1,238,623 | | + Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards | $— | $(3,472,861) | $234,398 | $1,183,652 | $176,287 | | +/- Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $(1,006,120) | $156,082 | $(157,416) | $236,192 | $(137,609) | | +/- Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | $(1,536,208) | $— | $— | $— | $— | | +/- Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | $— | $— | $— | $— | | Compensation Actually Paid to Thomas Schmitt | $(1,625,001) | $(766,293) | $6,356,982 | $9,065,745 | $2,353,212 |
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 year to determine the compensation actually paid:
Pay Versus Performance
| Michael Hance | 2024 | | Reported Summary Compensation Table Total for Michael Hance | 1,995,885 | | - Reported Value of Equity Awards | $(1,160,000) | | + Year End Fair Value of Equity Award | $1,830,328 | | + Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards | $(73,880) | | +/- Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $(198,437) | | +/- Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | $(16,665) | | +/- Value of Dividends Paid on Stock Awards not Otherwise Reflected in Fair Value or Total Compensation | $— | | Compensation Actually Paid to Michael Hance | $2,377,231 |
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:
Pay Versus Performance
| Shawn Stewart | 2024 | | Reported Summary Compensation Table Total for Shawn Stewart | 4,564,259 | | - Reported Value of Equity Awards | $(3,234,892) | | + Year End Fair Value of Equity Awards | $5,450,426 | | + Year Over Year Change in Fair Value of Outstanding and Unvested Equity Awards | $— | | +/- Year Over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $— | | +/- 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 | $6,779,794 |
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. Schmitt, Mr. Hance and Mr. Stewart) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Schmitt, Mr. Hance and Mr. Stewart, as applicable) included for purposes of calculating the average amounts in each applicable year are as follows: (i) 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; (ii) for 2022, Rebecca J. Garbrick, Chris C. Ruble, Michael L. Hance, and Kyle R. Mitchin; (iii) for 2021, Rebecca J. Garbrick, Scott E. Schara, Chris C. Ruble, Michael L. Hance and Michael J. Morris; and (iv) for 2020, Michael J. Morris, Scott E. Schara, Chris C. Ruble, Michael L. Hance and Matthew J. Jewell. (4) The amounts reported in this column represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Schmitt, Mr. Hance and Mr. Stewart, as applicable), 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. Schmitt, Mr. Hance and 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. Schmitt, Mr. Hance and Mr. Stewart) for each year to determine the compensation actually paid, using the same methodology described above in Notes (2)(a), (2)(b) and (2)(c):
Pay Versus Performance
| Average for Non-PEO NEOs | 2024 | 2023 | 2022 | 2021 | 2020 | | Average Reported Summary Compensation Table Total for Non-PEO NEOs | $1,475,554 | $1,047,755 | $1,742,416 | $1,525,473 | $1,006,555 | | - Average Reported Value of Equity Awards | $(832,000) | $(518,750) | $(465,000) | $(448,000) | $(375,000) | | + Average Year End Fair Value of Equity Awards | $1,421,554 | $223,513 | $490,666 | $615,596 | $281,071 | | +/- Year Over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards | $(22,857) | $(453,197) | $(4,743) | $144,644 | $(19,014) | | +/- Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | $(37,281) | $21,314 | $(51,515) | $12,362 | $(153,176) | | - Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | $(607,524) | $— | $— | $(123,770) | $(95,513) | | + 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 | $1,397,446 | $320,635 | $1,711,824 | $1,726,305 | $644,923 |
Pay Versus Performance
| (5) 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. |
Pay Versus 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 shareholder 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 •Consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (Consolidated 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. Schmitt, Mr. Hance and Mr. Stewart, as applicable, and the average amount of compensation actually paid to the Company’s NEOs as a group (excluding Mr. Schmitt, Mr. Hance and Mr. Stewart, as applicable) 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 41% of the value of total compensation awarded to Mr. Schmitt, Mr. Hance and Mr. Stewart and 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 2020 to 2021, the compensation actually paid to Mr. Schmitt increased by 285.2% and average compensation actually paid to our Non-PEO NEOs (excluding Mr. Schmitt) increased by 167.7%, cumulative TSR increased from $110 to $173 or 57.2%, net income increased from $23.7 million to $105.9 million or 346.8% and relative TSR performance percentile increased from the 42nd percentile to the 77th percentile. • From 2021 to 2022, the compensation actually paid to Mr. Schmitt decreased by 29.9% and 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% and 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% and 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 589.8% 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 (CD&A) section of this Proxy Statement.
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:
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 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 |
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 Plan would vest upon such termination. 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 pursuant to Section 4.01(a)(iii) of the Severance Plan. 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. 2024 NEO Separations In connection with the negotiation of Mr. Schmitt’s separation from the Company, the Company and Mr. Schmitt entered into (i) a separation agreement (the “Schmitt Separation and Release Agreement”), effective March 19, 2024, setting forth the terms of Mr. Schmitt’s separation from the Company and (ii) an amended and restated restrictive covenants agreement, effective March 19, 2024 (the “A&R Schmitt Restrictive Covenants Agreement”). The Schmitt Separation and Release Agreement provides for (i) compensation owed to Mr. Schmitt equal to $1,981,156, which is consistent with the amounts owed under the Severance Plan and described in the table below, (ii) accelerated vesting of Mr. Schmitt’s 2021 EBITDA and TSR performance share awards based on actual performance (additional detail regarding these awards was set forth in the Company’s 2022 annual proxy filed with the Securities and Exchange Commission on March 28, 2022) and (iii) the continued exercisability of all of Mr. Schmitt’s vested stock options until the earlier of (x) the applicable original expiration date and (y) February 9, 2029. The A&R Schmitt Restrictive Covenants Agreement clarifies the definition of a competing business and adds a mutual non-disparagement provision. On May 31, 2024, Ms. Ronning ceased serving as Chief Commercial Officer of the Company. This event was a termination without cause, which met the definition of an “Involuntary Termination” under the Severance Plan. Under the Severance Plan and subject to Ms. Ronning’s execution and non-revocation of a general release of claims, Ms. Ronning is eligible to receive certain payments under the Enhanced Severance Benefit including a Severance Payment and Healthcare Assistance Payment (in each case, as defined in the Enhanced Severance Benefit) and up to $20,000 in outplacement services. The restrictive covenants agreement entered into between Ms. Ronning and the Company on April 19, 2024 includes a perpetual obligation to keep confidential information and trade secrets, provisions covering obligations with respect to non-competition, non-solicitation of employees and customers and non-disparagement, each of which apply to Ms. Ronning for 18 months following her separation. In addition to her entitlements under the Severance Plan, Ms. Ronning was also entitled to receive a payment of her $70,000 cash retention payment which vested as a result of the termination of his employment pursuant to the terms of the retention agreement, payable in installments in accordance with the General Release and Waiver. On May 20, 2024, Ms. Garbrick ceased serving as Chief Financial Officer of the Company. This event was a termination without cause, which met the definition of an “Involuntary Termination” under the Severance Plan. Under the Severance Plan and subject to Ms. Garbrick’s execution and non-revocation of a general release of claims, Ms. Garbrick was eligible to receive certain payments under the Enhanced Severance Benefit including a Severance Payment and Healthcare Assistance Payment (in each case, as defined in the Severance Plan) and up to $20,000 in outplacement services. The restrictive covenants agreement entered into between Ms. Garbrick and the Company on May 27, 2022 includes a perpetual obligation to keep confidential information and trade secrets, provisions covering obligations with respect to non-competition, non-solicitation of employees and customers and non-disparagement, each of which apply to Ms. Garbrick for 18 months following her separation. In addition to her entitlements under the Severance Plan, Ms. Garbrick was also entitled to receive a payment of her $100,000 cash retention payment which vested as a result of the termination of her employment pursuant to the terms of the retention agreement. On December 6, 2024, the Company announced that Mr. Ruble, the Company’s President and Chief Operating Officer, would be departing from the Company effective December 6, 2024. Mr. Ruble’s departure was a termination without cause, which meets the definition of an “Involuntary Termination” under the Severance Plan, in which Mr. Ruble is a participant. Under the Severance Plan and subject to Mr. Ruble’s execution and nonrevocation of a general release of claims, Mr. Ruble is eligible to receive certain payments including a Severance Payment and Healthcare Assistance Payment (in each case, as defined in the Severance Plan) and up to $20,000 in outplacement services. In addition to his entitlements under the Severance Plan, Mr. Ruble will also receive a payment of $100,000, which shall be paid in installments in accordance with the general release and waiver. The restrictive covenants agreement entered into between Mr. Ruble and the Company on May 27, 2022 includes a perpetual obligation to keep confidential information and trade secrets, provisions covering obligations with respect to non-competition, non-solicitation of employees and customers and non-disparagement, each of which apply to Mr. Ruble for 18 months following his separation. In addition to the benefits available under the Severance Plan, all of the NEOs are eligible to receive certain other benefits in the event of specific termination of employment, including as a consequence of a change in control. Under the Company’s Annual Incentive Plan, any unpaid incentive amounts previously earned under this plan would be payable to any NEO terminated without cause. Beginning with long-term incentive grants made in 2016 made pursuant to either the Stock Incentive Plan or 2016 Plan, vesting of such awards upon a change in control is double-trigger (i.e., not accelerated unless the awards are not assumed or converted by the acquirer or in the event there is an involuntary termination of employment in connection with or within 24 months after the change in control).
Potential Payments Upon Termination, Change of Control, Death or Disability
The following table shows the estimated benefits payable to each NEO in the event of termination of employment or change of control of the Company. The amounts shown assume that a termination of employment or a change of control occurs on December 31, 2024. The amounts do not include payments or benefits provided under insurance or other plans that are generally available to all full-time employees.
Potential Payments Upon Termination, Change of Control, Death or Disability
| Name | Involuntary Termination Without Cause ($) | Death and Disability ($) | Change in Control ($) | | Shawn Stewart | | | | | Severance(1) | 1,800,000 | — | 3,600,000 | | Annual Incentive(2) | 336,000 | 336,000 | 336,000 | | Accelerated Vesting of Equity(3) | | 2,220,805 | 4,108,263 | | Insurance Benefits(4) | 42,467 | — | 42,467 | | Placement Services(5) | 20,000 | — | 20,000 | | Total | 2,198,467 | 2,556,805 | 8,106,730 | | Jamie Pierson | | | | | Severance(1) | 937,500 | — | 2,188,000 | | Annual Incentive(2) | 131,250 | 131,250 | 131,250 | | Accelerated Vesting of Equity(3) | — | 1,545,563 | 1,942,869 | | Insurance Benefits(4) | 14,055 | — | 18,739 | | Placement Services(5) | 20,000 | — | 20,000 | | Total | 1,102,805 | 1,676,813 | 4,300,858 | | Thomas Schmitt | | | | | Severance(1) | 1,810,000 | — | — | | Annual Incentive(2) | 34,408 | — | — | | Accelerated Vesting of Equity(3) | | — | — | | Insurance Benefits(4) | 27,185 | — | — | | Placement Services(5) | 20,000 | — | — | | Total | 1,891,593 | — | — | | Rebecca J. Garbrick | | | | | Severance(1) | 850,000 | — | — | | Annual Incentive(2) | 103,530 | — | — | | Accelerated Vesting of Equity(3) | 385,194 | — | — | | Insurance Benefits(4) | 18,002 | — | — | | Placement Services(5) | 20,000 | — | — | | Total(6) | 1,376,726 | — | — |
Potential Payments Upon Termination, Change of Control, Death or Disability
| Chris C. Ruble | | | | | Severance(1) | 937,500 | — | — | | Annual Incentive(2) | 230,609 | — | — | | Accelerated Vesting of Equity(3) | — | — | — | | Insurance Benefits(4) | 21,262 | — | — | | Placement Services(5) | 20,000 | — | — | | Total | 1,209,371 | — | — | | Michael L. Hance | | | | | Severance(1) | 1,750,000 | — | 1,750,000 | | Annual Incentive(2) | 210,000 | 210,000 | 210,000 | | Accelerated Vesting of Equity(3) | 2,403,722 | 1,456,633 | 2,403,722 | | Insurance Benefits(4) | 31,788 | — | 42,384 | | Placement Services(5) | 20,000 | — | 20,000 | | Total(6) | 4,415,510 | 1,666,633 | 4,426,106 | | Joseph M. Tomasello | | | | | Severance(1) | 1,226,000 | — | 1,226,000 | | Annual Incentive(2) | 147,000 | 147,000 | 147,000 | | Accelerated Vesting of Equity(3) | 1,272,553 | 759,815 | 1,272,553 | | Insurance Benefits(4) | 31,850 | — | 42,467 | | Placement Services(5) | 20,000 | — | 20,000 | | Total(6) | 2,697,403 | 906,815 | 2,708,020 | | Nancee Ronning | | | | | Severance(1) | 1,487,500 | — | — | | Annual Incentive(2) | 74,374 | — | — | | Accelerated Vesting of Equity(3) | 333,463 | — | — | | Insurance Benefits(4) | 33,977 | — | — | | Placement Services(5) | 20,000 | — | — | | Total(6) | 1,949,314 | — | — |
Potential Payments Upon Termination, Change of Control, Death or Disability
| (1) 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. | | (2) 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 29, 2024 ($32.25), (b) the unvested stock option awards multiplied by the excess, if any, of the market price of Company Common Stock on December 31, 2024 ($32.25) 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, 2024 ($32.25). 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, 2024 ($32.25), (ii) the unvested stock option awards multiplied by the excess, if any, of the market price of Company Common Stock on December 31, 2024 ($32.25) 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, 2024 ($32.25). 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. | | (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. | | (6) 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 Plan. Participants would not receive such benefits under the Enhanced Severance Benefit upon death or disability. This benefit expires on December 31, 2025. |