Ancora urges vote against Forward Air board members

CLEVELAND - Ancora Holdings Group, LLC, a significant shareholder in Forward Air Corporation (NASDAQ: FWRD), is urging fellow shareholders to vote against three long-serving members of the company’s Board of Directors at the upcoming 2025 Annual Meeting. The targeted board members are Chairman George S. Mayes, Jr., Director Javier Polit, and Director Laurie A. Tucker. Ancora, which holds approximately a 4.1% stake in Forward Air, contends that these directors have been involved in decisions that led to substantial shareholder value destruction, including the acquisition of Omni Logistics, LLC in 2023. According to InvestingPro data, the company’s overall financial health score is rated as WEAK, with particularly concerning metrics in growth and cash flow management.

The investment firm argues that the acquisition, which was structured to avoid a shareholder vote and involved $1.85 billion in debt, has been detrimental to Forward Air’s financial position and stock value. The company now operates with a total debt burden of $2.15 billion and a concerning debt-to-equity ratio of 10.6x. Ancora points to the company’s share price, which has plummeted from an all-time high of over $121 in January 2022 to just $16.75 as of May 6, 2025, representing a 54.5% decline over the past six months. The firm also criticizes the board’s slow response to launching a review of strategic alternatives, which only began in January 2025 after public pressure from shareholders and interest from a potential acquirer.InvestingPro subscribers have access to 14 additional key insights about Forward Air’s financial situation, including detailed analysis of its debt sustainability and cash flow metrics.

Ancora highlights the negative total shareholder returns under the tenure of the targeted directors, comparing them unfavorably to the performance of relevant indexes. The company’s financial metrics support these concerns, with a negative return on assets of -39.1% and negative free cash flow of -$112.5 million in the last twelve months. The firm expresses concern over the board’s apparent lack of urgency in pursuing a sale and the potential for ongoing financial distress at Forward Air. Ancora believes that a private market solution would be more suitable for addressing the company’s balance sheet issues and improving operations.

In addition, Ancora accuses the board of flip-flopping on the applicability of the Tennessee Business Combination Act as a tactic to entrench themselves and delay a strategic review. The investment firm suggests that the targeted directors cannot be trusted to oversee a fair and value-maximizing sale process due to their track record.

The press release statement from Ancora Holdings Group, LLC serves as the basis for this report, highlighting the firm’s intention to hold the Forward Air board accountable and push for change at the upcoming Annual Meeting.

In other recent news, Forward Air Corporation has announced preliminary financial results for the first quarter of 2025, projecting an EBITDA range between $54 million and $59 million. This comes as the company anticipates an increase in liquidity to approximately $392 million, despite concerns over potential tariff impacts under the International Emergency Economic Powers Act. In a strategic move, Forward Air has signed a Merger Agreement to reincorporate in Delaware, a decision contingent on shareholder approval and detailed in a filing with the U.S. Securities and Exchange Commission. Fitch Ratings revised Forward Air’s outlook to negative, affirming its Long-Term Issuer Default Rating at ’B’, citing increased risks in the freight market and potential operational challenges. Meanwhile, the company is undergoing board changes, with Paul Svindland nominated as a new director, following the decision of two long-serving board members not to seek re-election. Benchmark analysts have maintained a Hold rating on Forward Air, noting the company’s progress in cost savings post-Omni acquisition, despite challenges in its core Expedited Less-Than-Truckload segment. Forward Air’s liquidity remains strong with $105 million in cash and $277 million available under its credit facility, though this is a decrease from the previous quarter.

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