Dive Brief:
- Newly appointed Forward Air Executive Chairman Jérôme Lorrain’s compensation includes multiple restricted stock awards, including one package that’s tied to the board’s review of solutions for the company’s future, according to a July 11 securities filing.
- On top of an initial base salary of $450,000, Lorrain is receiving a sign-on equity award of performance shares and restricted stock valued at $500,000, per an offer letter. And a special grant of performance-based restricted stock covers 25,000 shares that will fully vest provided certain strategic goals are met.
- For every year of employment following 2025, Lorrain will also be eligible to receive an annual equity award as part of his long-term incentive plan. In 2026, that award is expected to have an aggregate value of $750,000.
Dive Insight:
Lorrain, 49, joined Forward Air’s board in October 2024, following the resignation of Craig Carlock, the company’s former lead independent director and compensation committee chair. Similarly, it was a series of resignations that preceded Lorrain’s appointment to the chairman role in June.
During the company’s annual meeting last month, George Mayes, former chairman, failed to secure sufficient votes from shareholders. Additionally, while directors Javier Polit and Laurie Tucker received a majority of shareholder votes, they voluntarily resigned from the board, according to a press release.
“Looking ahead, we are committed to advancing the Company's strategic alternatives review — which is well underway — and continued global transformation in order to improve operating results and maximize shareholder value,” the company said in the release, noting that it has reduced its board size to eight directors.
The company detailed in January how its board of directors is conducting a review of strategic alternatives that includes a potential sale or merger of the business.
Lorrain, former COO of CEVA Logistics, takes the helm of the board as Forward Air has reincorporated a Delaware company following shareholder approval. While the LTL carrier will maintain operations in Tennessee — where it was previously incorporated — the board believes that Delaware’s business-friendly laws offer the flexibility it needs to pursue transactions that are in the best interest of its shareholders.
CEO Shawn Stewart said the board is still considering a potential sale or merger of the business, even though Forward Air has made progress with its Omni integration, per the company’s May 13 annual report.
“As we navigate through the uncertain broader macroeconomic backdrop, I am confident that we have a powerful platform to drive sustainable growth,” he said.
