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Forward Air Corp (NASDAQ:FWRD), a $838 million transportation and logistics company currently trading at $27.63, announced Monday that it has finalized an offer letter with Jerome Lorrain for his role as Executive Chairman of the Board of Directors. The agreement was executed Friday. According to InvestingPro data, the company faces significant operational challenges, with two key ProTips highlighting concerns about profitability and debt management (8 more exclusive insights available with InvestingPro).
According to the company’s statement, Lorrain will receive an initial annualized base salary of $450,000. He will also be granted a one-time equity award valued at $500,000, with approximately 60% in performance share units that may vest after a three-year performance period, and 40% in time-based restricted stock vesting in equal annual installments over three years.
In addition, Lorrain will receive a special grant of 25,000 shares of performance-based restricted stock. This grant will fully vest upon the achievement of specific goals related to the company’s ongoing strategic review, contingent on Lorrain’s continued service through the achievement date.
Lorrain will not be eligible for a 2025 annual cash bonus as part of this arrangement. Beginning in 2026, he will be eligible for a long-term incentive award with a target grant value of at least $750,000, comprised of roughly 60% performance share units and 40% time-based restricted stock, subject to continued employment through each vesting date.
Lorrain was appointed Executive Chairman of the Board on June 11, 2025. The details of his compensation and appointment are based on a press release statement included in the company’s SEC filing.
In other recent news, Forward Air Corporation has seen significant developments concerning its corporate governance and strategic direction. Shareholders recently voted against the reelection of Chairman George Mayes, Jr. and directors Javier Polit and Laurie Tucker, reflecting dissatisfaction with the company’s current trajectory. This move was influenced by Ancora Holdings Group, a major shareholder, which has been advocating for a strategic review that could lead to a sale of the company at a premium. Following the shareholder meeting, Forward Air announced the resignation of Mayes, Polit, and Tucker, with Jerome Lorrain appointed as Executive Chairman and Paul Svindland as Lead Independent (LON:IOG) Director.
Additionally, Forward Air shareholders approved the company’s reincorporation to Delaware and several other proposals, including new compensation plans and the appointment of KPMG LLP as the independent accounting firm. In a related development, Lakeview Investment Group has declared its intention to withhold support for the same directors, aligning with proxy advisory firms’ recommendations. Stifel has upgraded Forward Air’s stock rating to Buy, citing progress in the integration of Omni Logistics and suggesting potential for future stock value increases. These recent events highlight a period of transformation and strategic reassessment for Forward Air.
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