March 28, 2019

Dear Fellow Shareholder:

On behalf of the Board of Directors and management of Forward Air Corporation, you are cordially invited to attend the 2019 Annual Meeting of Shareholders on Tuesday, May 7, 2019, beginning at 8:00 a.m., EDT in The Phoenix Room at the Atlanta Airport Marriott Gateway, 2020 Convention Center Concourse, Atlanta, GA 30337.

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the meeting in person, please vote and submit your proxy over the Internet, by telephone or by completing, signing, dating and returning the enclosed proxy in the envelope provided as promptly as possible. If you attend the meeting and desire to vote in person, you may do so even though you have previously submitted a proxy.

I hope you will be able to join us, and we look forward to seeing you at the meeting.

Sincerely yours,

 

Bruce A. Campbell

Executive Chairman

 

FORWARD AIR CORPORATION

1915 Snapps Ferry Road, Building N

Greeneville, Tennessee 37745

NOTICE OF 2019 ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 7, 2019

To the Shareholders of Forward Air Corporation:

The 2019 Annual Meeting of Shareholders of Forward Air Corporation (the “Company”) will be held on Tuesday, May 7, 2019, beginning at 8:00 a.m., EDT, in The Phoenix Room at the Atlanta Airport Marriott Gateway, 2020 Convention Center Concourse, Atlanta, GA 30337.

Attendance at the Annual Meeting will be limited to shareholders, those holding proxies from shareholders and representatives of the Company, press and financial community. To gain admission to the Annual Meeting, you will need to bring identification and will need to show that you are a shareholder of the Company. If your shares are registered in your name and you plan to attend the Annual Meeting, please retain and bring the top portion of the enclosed proxy card as your admission ticket. If your shares are in the name of your broker or bank, or you received your proxy materials electronically, you will need to bring evidence of your stock ownership, such as your most recent brokerage account statement.

The purposes of this meeting are:

 

1.

To re-elect nine members of the Board of Directors with terms expiring at the 2020

Annual Meeting of Shareholders, or until their respective successors are elected and qualified;

 

2.

To ratify the appointment of Ernst & Young LLP as the independent registered

public accounting firm of the Company for the 2019 fiscal year;

 

3.

To approve, on a non-binding, advisory basis, the compensation of the named

executive officers (the “say on pay vote”); and

 

4.

To transact such other business as may properly come before the Annual Meeting

and at any adjournment or postponement thereof.

We mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2018 on or about March 28, 2019.

Our Proxy Statement and Annual Report are available online at: www.proxyvote.com.

We will make available a list of shareholders of record as of March 8, 2019, the record date for the Annual Meeting, for inspection by shareholders during normal business hours from April 1, 2019 until May 7, 2019 at the Company’s principal place of business, 1915 Snapps Ferry Road,

Building N, Greeneville, Tennessee 37745. The list also will be available to shareholders at the meeting.

Only holders of the Company’s common stock, par value $0.01 per share, of record at the close of business on March 8, 2019 are entitled to notice of and to vote at the Annual Meeting. Shareholders are cordially invited to attend the meeting in person. Our Board of Directors recommends a vote FOR each of the director nominees in proposal 1, and FOR proposals 2 and 3.

It is important that your shares be represented at the Annual Meeting. Whether or not you expect to attend the meeting, please vote and submit your proxy over the Internet, by telephone or by mail. Please refer to the proxy card for specific voting instructions. If you attend the meeting and desire to vote in person, you may do so even though you have previously submitted a proxy. You may revoke your proxy at any time before it is voted at the Annual Meeting.

 

						By Order of the Board of Directors,
						Michael L. Hance
Greeneville, Tennessee						Senior Vice President,
March 28, 2019						Chief Legal Officer and Secretary

 

FORWARD AIR CORPORATION

1915 Snapps Ferry Road, Building N

Greeneville, Tennessee 37745

(423) 636-7000

PROXY STATEMENT

FOR

2019 ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is furnished to the shareholders of Forward Air Corporation (the “Company”) in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the 2019 Annual Meeting of Shareholders (the “Annual Meeting”) to be held on Tuesday, May 7, 2019, beginning at 8:00 a.m., EDT, in The Phoenix Room at the Atlanta Airport Marriott Gateway, 2020 Convention Center Concourse, Atlanta, GA 30337, and any adjournment or postponement thereof, for the purposes set forth in the foregoing Notice of 2019 Annual Meeting of Shareholders.

You can ensure that your shares are voted at the Annual Meeting by submitting your instructions over the Internet, by telephone or by completing, signing, dating and returning the enclosed proxy in the envelope provided. You may revoke your proxy at any time before it is exercised by voting in person at the Annual Meeting or by delivering written notice of your revocation to, or a subsequent proxy to, the Secretary of the Company at its principal executive offices. Each properly executed proxy will be voted FOR each of the director nominees in proposal 1, and FOR proposals 2 and 3 if no contrary instruction is indicated in the proxy, and in the discretion of the persons named in the proxy on any other matter that may properly come before the shareholders at the Annual Meeting.

Shareholders are entitled to one vote for each share of common stock held of record at the close of business on March 8, 2019 (the “Record Date”). There were 28,825,143 shares of our common stock, par value $0.01 per share (“common stock”), issued and outstanding on the Record Date. Holders of Series A Junior Preferred Stock, par value $0.01 per share (“preferred stock”) are entitled to vote with holders of shares of common stock together as one class on all matters submitted to a shareholder vote. However, as of the Record Date, no shares of our preferred stock were outstanding. The presence, in person or by proxy, of a majority of shares of common stock will, therefore, constitute a quorum at the Annual Meeting.

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. A properly executed proxy marked “Withhold Authority” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated, although it will be counted in determining whether there is a quorum. Therefore, so long as a quorum is present, withholding authority will have no effect on the election of directors.

In the event that any nominee for director in an uncontested election receives a greater number of votes “withheld” from his or her election than votes “for” such election, such director 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 within 90 days of the certification of the election results.

The ratification of Ernst & Young LLP as the independent registered public accounting firm of the Company for the 2019 fiscal year, the say on pay vote and any other matter that properly comes before the Annual Meeting will be approved by a majority of the votes cast. A properly executed proxy marked “Abstain” with respect to such proposals will not be voted on such proposals, although it will be counted in determining whether there is a quorum. Therefore, as long as a quorum is present, abstaining from proposals 2 and 3 or any other proposal that properly comes before the Annual Meeting will have no effect on whether such proposals are approved.

Brokers who hold shares for the accounts of their clients who do not receive voting instructions may not vote for matters that are not considered “routine.” The matters contained in this Proxy Statement that are not considered routine are the election of the Board and the say on pay vote. Shares held by your broker will not be voted on these matters absent specific instruction from you, which means your shares may go unvoted and not affect the outcome if you do not specify a vote. Proxies that are returned to us where brokers have received instructions to vote on one or more proposal(s) but have not received instructions to vote on other proposal(s) are referred to as “broker non-votes” with respect to the proposal(s) not voted upon. Broker non-votes are included in determining the presence of a quorum but will have no effect on whether such proposals are approved.

The Company will bear the cost of soliciting proxies for the Annual Meeting. The Company has retained Innisfree M&A Incorporated (“Innisfree”) to aid in the solicitation of proxies and to verify certain records related to the solicitation subject to customary terms and conditions. The Company will pay Innisfree a fee of $10,000 as compensation for its services and will reimburse it for its reasonable out-of-pocket expenses. Our officers and employees may also solicit proxies by mail, telephone, e-mail or facsimile transmission. They will not be paid additional remuneration for their efforts. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses incurred by them in forwarding proxy materials to beneficial owners of shares of our common stock.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2019 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 7, 2019.

The Company’s Proxy Statement for the 2019 Annual Meeting of Shareholders and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 are available at www.proxyvote.com.

PROPOSAL 1 – ELECTION OF DIRECTORS

Our Amended and Restated Bylaws (“Bylaws”) permit the Board to fix the size of the Board. At the date of this Proxy Statement, our Board is comprised of ten directors, eight of whom are non-employee directors. There are nine nominees for election at the Annual Meeting, each to hold office until the 2020 Annual Meeting of Shareholders or until a successor has been duly

 

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elected and qualified. Each nominee has consented to serve if elected. Bruce A. Campbell will not seek reelection to our Board.

In the event any director nominee, in an uncontested election, 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 within 90 days of the certification of the election results.

Recommendation of the Board

The Board recommends a vote FOR the election of the nine nominees named below. Duly executed proxies will be so voted unless record holders specify a contrary choice on their proxies. Proxies cannot be voted for a greater number of persons than the number named.

Shareholder Vote Requirement

The nominees for election shall be elected by a plurality of the votes cast by the shares of common stock entitled to vote at the Annual Meeting. Shareholders have no right to vote cumulatively for directors. Each share shall have one vote for each directorship to be filled on the Board.

Director Nominees

The following persons are the nominees for re-election to serve as directors. There are no family relationships between any of the director nominees. Each director nominee is standing for re-election by the shareholders. Certain information relating to the nominees, furnished by the nominees, is set forth below. The ages set forth below are accurate as of the date of this Proxy Statement.

The Board has determined that all of its current directors are qualified to serve as directors of the Company. In addition to the specified business experience listed below, each of the directors has the skills and attributes which 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.

 

RONALD W. ALLEN				Director since 2014
				and from 2011 to 2013 Age 77

Mr. Allen retired as the Chief Executive Officer of Aaron’s, Inc. (“Aaron’s”), a leading lease-to-own company for furniture, appliances and electronics, in August 2014. He served as the Chairman of the Board of Directors of Aaron’s and as its President and Chief Executive Officer from November 2012 until April 2014, continuing in the role of Chief Executive Officer until August 2014. Before being elected as Chairman of the Board of Aaron’s, Mr. Allen served as President and Chief Executive Officer from February 2012 until November 2012, and as its Interim

 

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President and Chief Executive Officer from November 2011 until February 2012. Mr. Allen retired as the Chairman of the Board, President and Chief Executive Officer of Delta Air Lines, Inc. (“Delta”) in July 1997. From July 1997 through July 2005, Mr. Allen was a consultant to and Advisory Director of Delta. Mr. Allen has been a Director of The Coca-Cola Company since 1991 and currently serves on its finance committee and as Chairman of its audit committee. In addition, he has been a Director of Aircastle Limited since 2006 and currently serves on its audit committee. He previously served as a Director of Interstate Hotels & Resorts, Inc. from 2006 to 2010 and Guided Therapeutics Inc. from 2008 to 2014.

Qualifications. The Board believes Mr. Allen brings a significant depth of senior leadership and governance experience to the Board. The Board believes that Mr. Allen utilizes that experience in his service as a member of the Compensation Committee and Chairman of the Corporate Governance and Nominating Committee.

 

ANA B. AMICARELLA				Director since 2017
				Age 52

Ms. Amicarella is Managing Director for Aggreko PLC, a power generation solutions company. Prior to joining Aggreko in March 2011, she was general manager of GE Oil & Gas Services for North America. Ms. Amicarella began her career at GE in 1988 as a field engineer, and during her tenure, she served in various professional capacities within the areas of service, sales, strategic initiatives and P&L leaderships. Ms. Amicarella was elected to the board of Warrior Met Coal, Inc. in August 2018 and serves as a member of its audit committee and its nominating and governance committee. Ms. Amicarella received a B.S. in electrical engineering from The Ohio State University and an MBA from Oakland University. She competed in the 1984 Olympics in synchronized swimming and was an All-American while at The Ohio State University.

Qualifications. The Board believes that Ms. Amicarella’s extensive business and prior management experience brings sound guidance to our Board. The Board believes that Ms. Amicarella utilizes that experience in her service as a member of the Audit Committee.

 

VALERIE A. BONEBRAKE				Director since 2018
				Age 67

Ms. Bonebrake retired as a Senior Vice President of Tompkins International in 2018 and has more than 25 years of industry experience in logistics services. In her role at Tompkins, she consulted with an array of companies and industries in North America and across the globe. Prior to joining Tompkins in 2009, she was the Executive Vice President and a cofounder of the YRC Worldwide subsidiary, Meridian IQ (now MIQ Logistics), a global third party logistics company. Ms. Bonebrake spent 19 years at Ryder System, Inc., in various leadership roles of increasing responsibility in the company’s supply chain solutions segment. She also has been recognized by Ingram Magazine as one of the Top Ten Female Executives in Kansas, and was a 2010 recipient of Supply & Demand Chain Executive’s Pros to Know award. She holds a M.S. in International Logistics from the Georgia Institute of Technology.

 

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Qualifications. The Board believes that Ms. Bonebrake contributes strategic insight to our Board based on her extensive experience in the transportation industry. The Board believes that Ms. Bonebrake utilizes that experience in her service as a member of the Audit Committee.

 

C. ROBERT CAMPBELL				Director since 2005
				Age 74

Mr. Campbell has served as the Company’s Lead Independent Director since May 2014. He served as Executive Vice President and Chief Financial Officer of MasTec, Inc., a leading communications and energy infrastructure service provider in North America, from October 2004 until December 2013. Mr. Campbell has over 25 years of senior financial management experience. From January 2002 to October 2004, Mr. Campbell was Executive Vice President and Chief Financial Officer for TIMCO Aviation Services, Inc. Mr. Campbell was the President and Chief Executive Officer of BAX Global, Inc. from April 1998 to June 2000. He served as Executive Vice President-Finance and Chief Financial Officer for Advantica Restaurant Group, Inc. from March 1995 to March 1998. Also, Mr. Campbell worked for Ryder System, Inc., for over 20 years including serving for 10 years as Executive Vice President and Chief Financial Officer for its Vehicle Leasing and Services Division. Mr. Campbell is a Certified Public Accountant (Inactive). Mr. Campbell was a Director of Pernix Group, Inc. from January 2014 until June 2018. In addition, Mr. Campbell has been a Director of MasTec, Inc. since September 2016.

Qualifications. The Board believes that Mr. Campbell brings to the Board a tremendous amount of industry-related knowledge and experience in a multitude of areas, including accounting, finance, operations, sales and marketing as he has served in executive leadership capacities with transportation and logistics companies and as Chief Financial Officer for a publicly-traded concern, until his retirement in December 2013. The Board believes that Mr. Campbell utilizes that experience in his service as a member of the Corporate Governance and Nominating Committee.

 

R. CRAIG CARLOCK				Director since 2015
				Age 52

Mr. Carlock is the Chief Executive Officer and a director of Omega Sports, Inc. Prior to Omega Sports, Inc., he served as the President and Chief Executive Officer of The Fresh Market from January 2009 to January 2015 and as a member of its board of directors from June 2012 to January 2015. He began his career with The Fresh Market in 1999 and served in various capacities culminating with the position of President and Chief Executive Officer. During his time with The Fresh Market, Mr. Carlock served as its Executive Vice President and Chief Operating Officer as well as its Senior Vice President—Store Operations, Vice President—Merchandising and Marketing, and Director of Merchandising & Marketing Strategy. Prior to joining The Fresh Market, Mr. Carlock was Financial Manager, Fabric Care Category, at Procter & Gamble Company.

Qualifications. The Board believes that Mr. Carlock’s leadership experience is invaluable to management and the Board in, among other things, the areas of strategy, development and corporate governance. The Board believes that Mr. Carlock utilizes that experience in his service as a member of the Audit Committee and Chairman of the Compensation Committee.

 

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C. JOHN LANGLEY, JR., Ph.D.				Director since 2004
				Age 73

Dr. Langley has served as Clinical Professor of Supply Chain Management and Director of Development for The Center for Supply Chain Research at The Pennsylvania State University since 2011. Formerly, Dr. Langley served as Professor of Supply Chain Management at the Georgia Institute of Technology from September 2001 until October 2010, and from September 1973 until July 2001, he was the John H. Dove Professor of Logistics and Transportation at the University of Tennessee. Dr. Langley is a Director of Averitt Express, Inc. In addition, he was a Director of UTi Worldwide, Inc. until its sale in 2016. He served on its audit committee and nominations and corporate governance committee.

Qualifications. Dr. Langley has spent over 40 years teaching, lecturing and consulting in the logistics field. The Board believes that he brings a breadth of knowledge and experience that the Board and management relies upon in discussing the Company’s strategy and opportunities. The Board believes that Mr. Langley utilizes that experience in his service as a member of the Compensation Committee.

 

G. MICHAEL LYNCH				Director since 2005
				Age 75

Mr. Lynch served as the Company’s Lead Independent Director from January 2009 to December 2011. He was Executive Vice President and Chief Financial Officer and a member of the Strategy Board for Federal-Mogul Corporation (“Federal-Mogul”) from July 2000 until March 2008. Federal-Mogul is a global manufacturer and marketer of automotive component parts. Prior to joining Federal-Mogul in July 2000, Mr. Lynch worked at Dow Chemical Company, where he was Vice President and Controller. Mr. Lynch also spent 29 years at Ford Motor Company (“Ford”), where his most recent position was Controller, Automotive Components Division, which ultimately became Visteon Corporation. While at Ford, Mr. Lynch held a number of varied financial assignments, including Executive Vice President and Chief Financial Officer of Ford New Holland. Mr. Lynch served as Director for Champion Enterprises, Inc. from March 2003 to March 2011, where he served as Chairman of its audit committee.

Qualifications. Mr. Lynch brings over 40 years’ experience of serving in key positions with Fortune 500 companies, and approximately 10 years’ experience serving as a director on public company boards. The Board believes that Mr. Lynch utilizes that experience in his service as a member of the Corporate Governance and Nominating Committee and as Chairman of the Audit Committee.

 

THOMAS SCHMITT				Director since 2018
				Age 54

Prior to joining Forward Air in 2018, Mr. Schmitt served as a Management Board member for Schenker, a Freight Forwarding, Transportation and Logistics company from 2015 to 2018, operating in 140 countries with $20 billion in global revenues. Before joining Schenker, Mr. Schmitt led Aqua Terra, reporting directly to the board as one of the company’s owners. Mr. Schmitt served as CEO and director on the board for Purolator, Canada’s top parcel and freight

 

6

transportation company, and under his leadership, the company saw growth in the same year for both market share and profitability for the first time in more than 10 years. Mr. Schmitt came to Canada with a proven track record in place after 12 years at FedEx in Memphis, where he served as CEO of FedEx Supply Chain, a FedEx operating company. He was also appointed to the board of Ferguson plc in February 2019 and serves as a member of the nominations, remuneration, and audit committees. Mr. Schmitt is a member of the Xynteo Leadership Board, an Oslo-based highly diverse, impactful group of leaders who bring their vision, values and game to advance a shared mission. He was a director on the board of Dicom Transportation Group in Montreal, Canada, and during the four years of his tenure, revenue and profits doubled. He has also served on the board of Cyberport GmbH in Dresden, Germany since April 2015, and was a key player in its transformation to a differentiated electronics retailer with the broadest assortment of electronic goods.

Qualifications. Mr. Schmitt’s extensive experience in senior leadership positions at large national and global logistics companies as well as his position as the Company’s CEO provide the Board with significant insight into the Company’s strategy and operations.

 

W. GILBERT WEST				Director since 2018
				Age 58

Mr. West joined the Board in October 2018. Mr. West also has been a member of the Brevard College Board of Trustees in North Carolina since October 2017. He served from 2014 to 2016 on the Board of Directors for the American Cancer Society and from 2008 until 2014, he was member of their Executive Leadership Council. Previous boards include Schneller LLC, an aviation, rail and architectural interiors product manufacturing and service company, from 2008 to 2011; and Aircraft Repair Technologies, an aircraft maintenance, repair and overhaul company, from 2007 to 2011. Mr. West began his career with Delta Air Lines (“Delta”) in March 2008 as Senior Vice President of Airport Customer Service and is currently Senior Executive Vice President and Chief Operating Officer for Delta, with responsibility over all operational areas and functions of the airline. Mr. West’s previous positions include President and CEO of Laidlaw Transit Services from 2006 to 2007; CEO of Intermet and COO of Q Aviation, both portfolio businesses within Q Investment, a private equity firm, in 2006; President and COO of TIMCO Aviation Services from 2001 to 2006; Director Engine Operations and then Vice President Engine & Component Operations at Northwest Airlines, 1996 to 2001; and he held various engineering leadership positions at United Airlines from 1989 to 1996. Earlier in his career, Mr. West held engineering positions at BF Goodrich, 1988 to 1989; Hamilton-Sundstrand Corporation, 1986 to 1988; and Boeing Company from 1984 to 1986.

Qualifications. Mr. West has significant operational experience including leading the operations of very large and diverse transportation and manufacturing companies which is invaluable to the Board as it assists in developing the Company’s strategic goals, oversees senior management and evaluates Company performance. The Board believes that Mr. West utilizes that experience in his service as a member of the Compensation Committee.

 

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CORPORATE GOVERNANCE

Independent Directors

The Company’s common stock is listed on The Nasdaq Stock Market LLC (“Nasdaq”). Nasdaq requires that a majority of the Company’s directors be “independent directors,” as defined in Nasdaq Marketplace Rule 5605. Generally, a director does not qualify as an independent director if, among other reasons, the director (or in some cases, members of the director’s immediate family) has, or in the past three years has had, certain material relationships or affiliations with the Company, its external or internal auditors, or other companies that do business with the Company. The Board has affirmatively determined that eight of the Company’s ten current directors are “independent directors” on the basis of Nasdaq’s standards and a review of each director’s responses to questionnaires asking about any material relationships or affiliations with us.

The independent directors are Ronald W. Allen, Ana B. Amicarella, Valerie A. Bonebrake, C. Robert Campbell, R. Craig Carlock, C. John Langley, Jr., G. Michael Lynch and W. Gilbert West.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines that give effect to Nasdaq’s requirements related to corporate governance and various other corporate governance matters. The Company’s Corporate Governance Guidelines reflect the Board’s commitment to monitor the effectiveness of policy and decision making both at the Board and management level, with a view to enhancing long-term shareholder value. The topics addressed in our Corporate Governance Guidelines include:

 

•

Lead independent director;

 

•

Independence of the Board;

 

•

Board membership criteria and role of the Board;

 

•

Committees of the Board;

 

•

Director orientation and continuing education;

 

•

Independent director stock ownership guidelines;

 

•

Director resignation policy in uncontested elections; and

 

•

Leadership development and succession planning.

The Company’s Corporate Governance Guidelines are available through the Governance link on the Company’s Investor Relations website, which can be accessed at www.forwardaircorp.com.

 

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Independent Director Meetings

Pursuant to the Company’s Corporate Governance Guidelines, the Company’s independent directors meet in executive session without management on a regularly scheduled basis, but not less frequently than quarterly. The Lead Independent Director presides at such executive sessions or, in his or her absence, an independent director designated by such Lead Independent Director.

Interested parties who wish to communicate with the Chairman of the Board, Lead Independent Director, or the independent directors as a group should follow the procedures found below under “Shareholder Communications.”

Director Nominating Process

Shareholders wishing to communicate with the Corporate Governance and Nominating Committee concerning potential director candidates may do so by writing to the Corporate Secretary at Forward Air Corporation, 1915 Snapps Ferry Road, Building N, Greeneville, Tennessee 37745, and including the name and biographical data of the individual being suggested.

All recommendations should include the written consent of the nominee to be nominated for election to the Board. Tobe considered, the Company must receive recommendations at least 90 calendar days but not more than 120 calendar days prior to the one-year anniversary of the prior year’s Annual Meeting of Shareholders and include all required information to be considered. In the case of the 2020 Annual Meeting of Shareholders, this deadline is between January 8, 2020 and February 7, 2020. All recommendations will be brought to the attention of the Corporate Governance and Nominating Committee.

The Corporate Governance and Nominating Committee annually reviews the appropriate experience, skills and characteristics required of Board members in the context of the current membership of the Board. This assessment includes among other relevant factors in the context of the perceived needs of the Board at that time, the possession of such knowledge, experience, skills, expertise and diversity to enhance the Board’s ability to manage and direct the affairs and business of the Company.

The Board has established the following process for the identification and selection of candidates for director. The Corporate Governance and Nominating Committee, in consultation with the Chairman of the Board and Lead Independent Director, if any, periodically examines the composition of the Board and determines whether the Board would better serve its purposes with the addition of one or more directors. If the Corporate Governance and Nominating Committee determines that adding a new director is advisable, the Corporate Governance and Nominating Committee initiates the search, working with other directors and management and, if appropriate or necessary, a third-party search firm that specializes in identifying director candidates.

The Corporate Governance and Nominating Committee will consider all appropriate candidates proposed by management, directors and shareholders. Information regarding potential candidates shall be presented to the Corporate Governance and Nominating Committee, and it shall evaluate the candidates based on the needs of the Board at that time and the candidates’ knowledge, experience, skills, expertise and diversity, as set forth in the Company’s Corporate Governance Guidelines. In particular, the Board and the Corporate Governance and Nominating

 

9

Committee believe that the Board should be comprised of a well-balanced group of individuals. Although the Board does not have a formal policy regarding board diversity, the Board believes that having diversity of knowledge, experience, skills and expertise among its members enhances the Board’s ability to make fully informed, comprehensive decisions.

Potential candidates will be evaluated according to the same criteria, regardless of whether the candidate was recommended by shareholders, the Corporate Governance and Nominating Committee, another director, Company management, a search firm or another third party, except that in the case of shareholder recommendations, the Corporate Governance and Nominating Committee may also take into consideration the number of shares of Company stock held by the recommending shareholder and the length of time that such shares have been held. The Corporate Governance and Nominating Committee will submit its director candidate(s) recommendation to the Board for approval and recommendation to the shareholders.

Annual Performance Evaluations

The Company’s Corporate Governance Guidelines provide that the Board shall conduct an annual evaluation to determine, among other matters, whether the Board and the committees are functioning effectively. The Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee are also required to each conduct an annual self evaluation. The Corporate Governance and Nominating Committee is responsible for overseeing this self-evaluation process. The Board as a whole, and each of the committees conducted their annual evaluations in 2018.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics that applies to all Company employees, officers and directors, which is available through the governance link on the Company’s Investor Relations website, which can be accessed at www.forwardaircorp.com. The Code of Business Conduct and Ethics complies with Nasdaq and Securities and Exchange Commission (the “SEC”) requirements. The Company will also mail the Code of Business Conduct and Ethics to any shareholder who requests a copy. Requests may be made by contacting the Secretary as described below under “Shareholder Communications.”

Board Attendance

The Company’s Corporate Governance Guidelines provide that all directors are expected to regularly attend meetings of the Board and committees on which they serve and are also expected to attend the Annual Meeting of Shareholders. During 2018, the Board held six meetings. All of the incumbent directors who were on the Board during 2018 attended at least 75% of the aggregate number of meetings of the Board and meetings of committees of the Board on which they served during 2018. All of the Board members at the time of the 2018 Annual Meeting of Shareholders attended the 2018 Annual Meeting of Shareholders.

Board Committees

The Board presently has four standing committees: an Executive Committee, an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee.

 

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The charters of the Audit Committee, Compensation Committee and Corporate Governance and Nominating Committee, are available through the governance link on the Company’s Investor Relations website, which can be accessed at www.forwardaircorp.com. With the exception of the Executive Committee, each committee has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. Additional information regarding the functions of the Board’s committees, the number of meetings held by each committee during 2018 and their present membership is set forth below.

The Board nominated each of the nominees for election as a director and each nominee currently is a director. Assuming election of all of the director nominees, the following is a list of persons who will constitute the Board following the meeting, including their current committee assignments.

 

Name		Audit		Compensation		Executive		Governance and Nominating
Thomas Schmitt						X
C. Robert Campbell						X		X
Ana B. Amicarella		X*
Ronald W. Allen				X		X		Chair
Valerie A. Bonebrake		X
R. Craig Carlock		X*		Chair
C. John Langley, Jr.				X
G. Michael Lynch		Chair*						X
W. Gilbert West				X
Number of Meetings in 2018		4		7		0		5

 

*	Audit Committee Financial Expert

Executive Committee. The Executive Committee is authorized, to the extent permitted by law and the Bylaws of the Company, to act on behalf of the Board on all matters that may arise between regular meetings of the Board upon which the Board would be authorized to act, subject to certain materiality restrictions established by the Board.

Audit Committee. The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. The Audit Committee is responsible for the appointment, compensation and oversight of the Company’s independent registered public accounting firm. As part of this responsibility, the Audit Committee considers the impact of changing its current firm, is involved in selecting the lead partner, and considers the fee arrangement and scope of the audit. The Audit Committee also reviews the financial statements and the independent registered public accounting firm’s report, considers comments made by such firm with respect to the Company’s internal control structure, and reviews the internal audit process and internal accounting procedures and financial controls with the Company’s financial and accounting staff. The Audit Committee may meet in executive session, without management present, on any matter it deems appropriate. In addition, the Audit Committee assists the Board in its oversight of the Company’s legal compliance and ethics programs. A more detailed description of the Audit Committee’s duties and responsibilities can be found in the Audit Committee Report on pages 56-57 of this Proxy Statement and in the Audit Committee Charter.

 

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The Board has determined that each member of the Audit Committee meets the independence requirements under Nasdaq listing standards and the enhanced independence standards for audit committee members required by the SEC. In addition, the Board has determined that three of the four members of the Audit Committee meet the definition of an “audit committee financial expert,” as that term is defined by the rules and regulations of the SEC.

Compensation Committee. The Compensation Committee is responsible for determining the overall compensation levels of the Company’s executive officers and reviewing, approving and administering the Company’s employee incentive plans and other employee benefit plans. Additionally, it reviews and approves the Compensation Discussion and Analysis for inclusion in the proxy statement (see pages 20-39 of this Proxy Statement). Furthermore, the Compensation Committee oversees management succession planning along with the Corporate Governance and Nominating Committee.

In fulfilling its responsibilities, the Compensation Committee may delegate its responsibilities to a subcommittee consisting of members of the Compensation Committee and, to the extent not expressly reserved to the Compensation Committee by the Board or by applicable law, rule or regulation, to any other committee consisting entirely of independent directors. The Company’s Chief Executive Officer may not be present during deliberations or voting regarding his or her compensation. To the extent helpful to the work of the Compensation Committee, however, the Company’s Chief Executive Officer may be invited by the Compensation Committee to participate in discussion relating to his or her compensation that may precede further deliberation or voting.

The Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”), an independent consultant, to assist it during 2018. During the year, the consultant reviewed materials prepared by management and provided the Compensation Committee with information on compensation trends, best practices and changes in the regulatory environment, in addition to providing executive compensation benchmarking information. Meridian provided no services other than those related to executive and director pay and related governance.

The Board has determined that each member of the Compensation Committee is independent pursuant to Nasdaq listing standards, Rule 16b-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, the Compensation Committee, considering all relevant factors, including those set forth in Rule 10C-l(b)(4)(i) through (vi) under the Exchange Act, is not aware of any conflict of interest that has been raised by the work performed by Meridian.

Corporate Governance and Nominating Committee. The Corporate Governance and Nominating Committee is responsible for identifying individuals qualified to become Board members and recommending them to the Board for consideration. This responsibility includes all potential candidates, whether initially recommended by management, other Board members or shareholders. In addition, the Corporate Governance and Nominating Committee makes recommendations to the Board for Board committee assignments, develops and annually reviews the Company’s Corporate Governance Guidelines, and otherwise oversees corporate governance matters. The Corporate Governance and Nominating Committee is also responsible for overseeing the annual evaluation of the Board and for periodically reviewing and making recommendations

 

12

to the Board regarding director compensation for the Board’s approval. The Corporate Governance and Nominating Committee also reviews the Company’s environmental, social and governmental policies and makes recommendations that it deems appropriate. Furthermore, the Corporate Governance and Nominating Committee oversees management succession planning along with the Compensation Committee. The Corporate Governance and Nominating Committee may meet in executive session, without management present, on any matter it deems appropriate.

A description of the Committee’s policy regarding director candidates nominated by shareholders appears in the section titled “Director Nominating Process” above. The Board has determined that each member of the Corporate Governance and Nominating Committee is independent pursuant to Nasdaq listing standards.

Compensation Committee Interlocks and Insider Participations

During 2018, none of the members of the Compensation Committee were an officer or employee of the Company, and no executive officer of the Company served on the Compensation Committee or board of any company that employed any member of the Company’s Compensation Committee or Board. Accordingly, there were no interlocks with other companies within the meaning of the SEC’s proxy rules during 2018.

Certain Relationships and Related Person Transactions

The Audit Committee of the Board reviews all relationships and transactions in which the Company and its directors and executive officers or their immediate family members are participants to determine whether such persons have a direct or indirect material interest. Other than as provided in the Audit Committee Charter, the Company does not have a written policy governing related person transactions. The Company’s legal staff is primarily responsible for the development and implementation of processes and controls to obtain information from the directors and executive officers with respect to related person transactions and for then determining, based on the facts and circumstances, whether the Company or a related person has a direct or indirect material interest in the transaction. As required under SEC rules, transactions that are determined to be directly or indirectly material to the Company or a related person are required to be disclosed in a company’s proxy statement. In addition, the Audit Committee reviews and approves or ratifies any related person transaction that is required to be disclosed. In the course of its review and approval or ratification of a disclosable related person transaction, the Audit Committee considers:

 

•

the nature of the related person’s interest in the transaction;

 

•

the material terms of the transaction, including, without limitation, the amount and type of transaction;

 

•

the importance of the transaction to the related person; and

 

•

the importance of the transaction to the Company.

Any member of the Audit Committee who is a related person with respect to a transaction under review may not participate in the deliberations or vote respecting approval or ratification of

 

13

the transaction, provided, however, that such director may be counted in determining the presence of a quorum at a meeting of the Audit Committee when considering the transaction.

Based on information provided by the directors, director nominees and executive officers, and the Company’s legal department, the Audit Committee determined that there are no related person transactions to be reported in this Proxy Statement.

Board Leadership Structure

In accordance with our Bylaws and Corporate Governance Guidelines, the Board is responsible for selecting the Chief Executive Officer and the Chairman of the Board, and both of these positions may be held by the same person or they may be held by two persons. The Company’s Corporate Governance Guidelines require the election, by the Board, of an independent lead director to serve during any period when there is no independent Chairman of the Board. C. Robert Campbell has served as Lead Independent Director since May 2014. The Board expects to appoint R. Craig Carlock as the Company’s new Lead Independent Director, subject to, and effective as of, his re-election at the 2019 Annual Meeting.

Other than the last six months, during which our newly-appointed Chief Executive Officer, Thomas Schmitt, has not served as Chairman, the Company has operated for over ten years using a board leadership structure under which the Chief Executive Officer also serves as Chairman of the Board. During the last six months and pursuant to our Chief Executive Officer transition process, Bruce A. Campbell, who was our previous Chief Executive Officer, has served as Executive Chairman. The Board believes that the Company has been well-served in having a combined Chief Executive Officer and Chairman. Mr. Campbell, our former Chief Executive Officer and current Executive Chairman, has decided not to stand for re-election to the Board. The Company plans to appoint Mr. Schmitt, our current Chief Executive Officer, as Chairman of the Board, subject to his re-election at the 2019 Annual Meeting. We believe that having Mr. Schmitt serve as both Chief Executive Officer and Chairman of the Board demonstrates for the Company’s employees, suppliers, customers and other stakeholders that the Company is under strong leadership, with a single person setting the tone and having primary responsibility for managing its operations. The Board believes having Mr. Schmitt serve as Chief Executive Officer and Chairman of the Board is best for the Company and its shareholders at the present time. He is a recognized leader in the transportation industry and has all of the skills incumbent to serve as a board chair.

The Chairman of the Board is responsible for (a) chairing Board meetings and the Annual Meeting, (b) setting the agendas for these meetings, (c) attending Board committee meetings and (d) providing information to Board members in advance of each Board meeting and between Board meetings. The Lead Independent Director is responsible for (i) chairing executive sessions of the independent directors and communicating with management relating to these sessions, and presiding at all meetings of the Board at which the Chairman is not present, (ii) approving agendas and schedules for Board meetings and the information that is provided to directors, and (iii) serving as a liaison between the Chairman and the independent directors. The Lead Independent Director also has the authority to call meetings of the independent directors.

 

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The Board believes that, in addition to fulfilling our lead director responsibilities, the Lead Independent Director makes valuable contributions to the Company, including but not limited to: (a) monitoring the performance of the Board and seeking to develop a high-performing Board, for example, by helping the directors reach consensus, keeping the Board focused on strategic decisions, taking steps to ensure that all the directors are contributing to the work of the Board, and coordinating the work of the four Board Committees, (b) developing a productive relationship with our Chief Executive Officer and ensuring effective communication between the Chief Executive Officer and the Board, and (c) ensuring and supporting effective shareholder communications. Accordingly, the Board believes that the Company has benefited from having the Chairman/Chief Executive Officer as the leader of the Company, and having the Lead Independent Director serving as the leader of the independent directors.

On an annual basis, as part of our review of corporate governance and succession planning, the Board (led by the Corporate Governance and Nominating Committee) evaluates the Board’s leadership structure, to ensure that it remains the optimal structure for the Company and its shareholders. The Board recognizes that different board leadership structures may be appropriate for companies with different histories and cultures, as well as companies with varying sizes and performance characteristics. The Board believes its current leadership structure—under which the Chief Executive Officer serves as Chairman of the Board, the Board committees are chaired by independent directors and a Lead Independent Director assumes specified responsibilities on behalf of the independent directors—is presently the optimal board leadership structure for the Company and its shareholders.

Risk Oversight

On at least a quarterly basis, the Company’s Chief Legal Officer provides a comprehensive risk report to the Audit Committee and the Board. While the Audit Committee has primary responsibility for overseeing financial risks, the Board is charged with overseeing the Company’s enterprise risks. Accordingly, on an annual basis, the Board receives a report from the Company’s Chief Legal Officer on the most significant risks that the Company is facing. The full Board also engages in periodic discussions about enterprise risk management with our Chief Legal Officer, Chief Executive Officer, Chief Financial Officer and other Company officers as the Board may deem appropriate. In addition, each of our Board committees considers the risks within its area of responsibilities. For example, the Compensation Committee considers the risks that may be implicated by the Company’s executive compensation programs, and the Corporate Governance and Nominating Committee considers the best governance structure and guidelines for the Company to minimize enterprise risks brought about by weak governance. The Board believes that its leadership structure supports the Board’s effective oversight of the Company’s enterprise risks.

 

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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, the non-employee directors’ cash compensation program is as follows:

 

•

an annual cash retainer of $70,000 for all non-employee directors;

 

•

an additional annual cash retainer of $50,000 for the Lead Independent Director;

 

•

an additional annual cash retainer of $20,000 for the Audit Committee Chair;

 

•

an additional annual cash retainer of $20,000 for the Corporate Governance and Nominating Committee Chair;

 

•

an additional annual cash retainer of $20,000 for the Compensation Committee Chair; and

 

•

an additional annual cash retainer of $10,000 for all non-Chair Audit Committee members, an additional annual cash retainer of $10,000 for all non-Chair Compensation Committee members and an additional annual cash retainer of $10,000 for all non-Chair 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, effective May 22, 2007, the Company’s shareholders approved the Company’s Amended and Restated Non-Employee Director Stock Plan, as further amended on February 8, 2013 and January 25, 2016 (the “Amended Plan”). Under the Amended Plan, on the first business day after each Annual Meeting of Shareholders, each non-employee director is automatically granted an 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. In 2017, each non-employee director received restricted shares valued at $86,000 pursuant to the Amended Plan. In 2018, each non-employee director received restricted shares valued at $115,000.

 

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Finally, the Board believes that directors more effectively represent the Company’s shareholders, whose interests they are charged with protecting, 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 the Company’s common stock, with a value equal to at least three times the annual cash retainer for independent directors. Each new independent director has three years from the date he or she joins the Board to obtain this ownership stake. As of March 28, 2019, each independent director was in compliance with his or her individual retention requirements as set forth in the Company’s Corporate Governance Guidelines. The following table shows the compensation the Company paid in 2018 to its non-employee directors. The Company does not pay employee directors for Board service in addition to their regular employee compensation.

 

Name		Fees Paid in Cash ($)				Stock Awards ($) (1)(2)				All Other Compensation ($) (3)				Total ($)
Ronald W. Allen			$96,834				$115,000				$1,211				$213,045
Ana B. Amicarella			72,026				115,000				1,169				188,195
Valerie A. Bonebrake			69,648				149,012				1,043				219,703
C. Robert Campbell			117,019				115,000				4,494				236,513
R. Craig Carlock			81,892				115,000				1,211				198,103
C. John Langley, Jr.			72,195				115,000				1,211				188,407
G. Michael Lynch			88,874				115,000				1,211				205,085
W. Gilbert West			19,429				81,340				210				100,979

 

(1)

Represents the aggregate grant date fair value of non-vested restricted shares and deferred stock unit awards. The fair values of these awards were determined in accordance with FASB ASC Topic 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, 2018 filed with the SEC.

(2)	As of December 31, 2018, an aggregate of 20,389 deferred stock units or non-vested restricted shares were outstanding. As of December 31, 2018, no options were outstanding.

(3)	Represents dividend payments on non-vested restricted shares or dividend equivalents credited on deferred stock unit awards granted during 2018 and 2017. These dividend payments and dividend equivalents are non-forfeitable.

The following table indicates the aggregate number of deferred stock units or non-vested restricted shares held by each incumbent director at the end of 2018 and those shares or units that have not yet vested.

 

Name		Number of Deferred Stock Units or Non-Vested Restricted Shares
Ronald W. Allen			1,997
Valerie A. Bonebrake			1,997
Ana B. Amicarella			1,997
C. Robert Campbell			7,242
R. Craig Carlock			1,997
C. John Langley, Jr.			1,997
G. Michael Lynch			1,997
W. Gilbert West			1,165

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT

The following table sets forth information with respect to the beneficial ownership of shares of our outstanding common stock held as of the Record Date by (i) each director and director nominee; (ii) our Chief Executive Officers who served as such during 2018, Chief Financial Officer, each of the next three most highly compensated executive officers, as required by SEC rules (collectively, the named executive officers, or the “NEOs”); and (iii) all directors and executive officers as a group. The table also sets forth information as to any person, entity or group known to the Company to be the beneficial owner of 5% or more of the Company’s common stock as of December 31, 2018.

Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to vote or direct the voting of the security, has or shares the power to dispose of or direct the disposition of the security, or has the right to acquire the security within 60 days. Except as otherwise indicated, the shareholders listed in the table are deemed to have sole voting and investment power with respect to the common stock owned by them on the dates indicated above. Shareholders of non-vested restricted shares included in the table are entitled to voting and dividend rights.

 

Name and Address of Beneficial Owner (1)		Shares Beneficially Owned
		Numbers								Percent (%)(2)(3)
Directors, Nominees and NEOs
Bruce A. Campbell			222,729				(4	)			*
Thomas Schmitt			25,000				(5	)			*
Ronald W. Allen			14,118				(6	)			*
Ana B. Amicarella			3,402				(7	)			*
Valerie A. Bonebrake			2,559				(8	)			*
C. Robert Campbell			23,894				(9	)			*
R. Craig Carlock			6,605				(10	)			*
C. John Langley, Jr.			26,542				(11	)			*
G. Michael Lynch			9,972				(12	)			*
Michael J. Morris			26,585				(13	)			*
Michael L. Hance			61,035				(14	)			*
Matthew J. Jewell			76,708				(15	)			*
Chris C. Ruble			26,392				(16	)			*
W. Gilbert West			1,165				(17	)			*
All directors and executive officers as a group (16) persons			588,729								2.04%
Other Principal Shareholders
BlackRock, Inc.			4,227,126				(18	)			14.66%
The Vanguard Group, Inc.			2,956,642				(19	)			10.26%
ArrowMark Colorado Holdings LLC			2,151,983				(20	)			7.47%
Neuberger Berman Group LLC			1,289,819				(21	)			4.47%

 

*	Less than one percent.

(1)	The business address of each listed director, nominee and NEO is c/o Forward Air Corporation, 1915 Snapps Ferry Road, Building N, Greeneville, Tennessee 37745.

(2)	The percentages shown for directors, nominees and NEOs are based on 28,825,143 shares of common stock outstanding on the Record Date.

 

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(3)	The percentages shown for the other principal shareholders are based on 28,861,297 shares of common stock outstanding on December 31, 2018.

(4)	Includes 145,740 options that are fully exercisable and 12,046 non-vested restricted shares

(5)	Includes 25,000 non-vested restricted shares

(6)	Includes 1,997 non-vested restricted shares

(7)	Includes 1,997 non-vested restricted shares

(8)	Includes 1,997 non-vested restricted shares

(9)	Includes 1,997 non-vested restricted shares, and 5,245 deferred stock units and dividend equivalents

(10)	Includes 1,997 non-vested restricted shares

(11)	Includes 1,997 non-vested restricted shares

(12)	Includes 1,997 non-vested restricted shares

(13)	Includes 7,833 options that are fully exercisable and 13,384 non-vested restricted shares

(14)	Includes 32,474 options that are fully exercisable and 10,835 non-vested restricted shares

(15)	Includes 31,407 options that are fully exercisable and 10,835 non-vested restricted shares

(16)	Includes 10,835 non-vested restricted shares, and 29 shares of Common Stock owned by Mr. Ruble’s child with whom he shares voting and investment power with respect to such shares

(17)	Includes 1,165 non-vested restricted shares

(18)

BlackRock, Inc. (“BlackRock”), 55 East 52nd Street, New York, New York 10055, reported beneficial ownership of the shares as of December 31, 2018 in a Schedule 13G/A filed with the SEC. BlackRock, a holding company, reported having sole voting power over 4,162,702 shares and sole dispositive power over 4,227,126 shares.

(19)

The Vanguard Group, Inc. (“Vanguard”), 100 Vanguard Boulevard, Malvern, Pennsylvania 19355, reported beneficial ownership of the shares as of December 31, 2018 in a Schedule 13G/A filed with the SEC. Vanguard, an investment adviser, reported having sole voting power over 60,970 shares, shared voting power over 4,452 shares, shared dispositive power over 62,268 shares and sole dispositive power over 2,894,374 shares.

(20)

ArrowMark Colorado Holdings LLC (“ArrowMark”), 100 Fillmore Street, Suite 325, Denver, Colorado 80206, reported beneficial ownership of the shares as of December 31, 2018 in a Schedule 13G/A filed with the SEC. ArrowMark, an investment adviser, reported having sole voting power and sole dispositive power over 2,151,983 shares.

(21)

Neuberger Berman Group LLC (“Neuberger’), 1290 Avenue of the Americas, New York, New York 10104, reported beneficial ownership of the shares as of December 31, 2018 in a Schedule 13G/A filed with the SEC. Neuberger, a holding company, reported having shared voting power over 1,279,349 shares and shared dispositive power over 1,289,819 shares.

 

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) is designed to provide our shareholders with a clear understanding of our compensation philosophy and objectives, compensation-setting process, the compensation elements of our named executive officers, or NEOs, and outcomes that occurred during the 2018 performance year. As discussed in Proposal 3, we are conducting our annual Say on Pay vote that requests your approval of the compensation of our NEOs as described in this section and in the tables and accompanying narrative. To assist you with this vote, please review our compensation philosophies, the design of our executive compensation programs and how, we believe, these programs have contributed to and are aligned with our performance.

NEOs

For 2018, our NEOs were:

 

Bruce A. Campbell		Executive Chairman
Thomas Schmitt		President and CEO
Chris C. Ruble		Chief Operating Officer
Matthew J. Jewell		President, Intermodal Services
Michael J. Morris		Senior Vice President and Chief Financial Officer
Michael L. Hance		Senior Vice President, Chief Legal Officer and Secretary

CEO Transition

Effective September 1, 2018, Mr. Schmitt was appointed President and Chief Executive Officer of the Company and was also appointed to the Board. Mr. Schmitt succeeded Mr. Campbell who provided 28 years of dedicated service to Forward Air, including 15 years as President and CEO. Upon Mr. Schmitt assuming the role of President and CEO, Mr. Campbell became the Executive Chairman of the Company. As Executive Chairman, Mr. Campbell facilitated the transition of leadership to Mr. Schmitt with the goal of minimizing any disruption in the short-term and further creating value for shareholders over the long-term.

The Compensation Committee (the “Committee” for purposes of this CD&A), with assistance from its independent compensation consultant, Meridian Compensation Partners, LLC (“Meridian”), designed the compensation package for Mr. Schmitt to attract and retain a seasoned executive, create alignment with our shareholders’ interests, directly link pay to performance, and promote long-term stock ownership. Among other things, the Committee considered the competitive market for talent, including peer CEO compensation and our historical CEO compensation. In connection with his appointment, the Committee provided Mr. Schmitt with a sign-on cash bonus of $413,000 and approved a one-time equity award valued at $3,291,000 in order to entice Mr. Schmitt to join the Company, replace lost opportunity at his former employer and immediately tie his interests to those of shareholders. The value of the equity award was split evenly between restricted shares and stock options, and was intended to include Mr. Schmitt’s 2019 equity award. In addition, the Committee approved an annual base salary of $800,000 and a target bonus opportunity of 100% of base salary, pro-rated for partial years of service. No additional equity will be granted in 2019.

 

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On February 5, 2019, Mr. Campbell informed the Board of his intent to retire from his position as Executive Chairman of the Company effective as of the Company’s 2019 annual meeting of shareholders and to not stand for re-election to the Board in 2019. In order to ensure a successful management transition, the Board and Mr. Campbell agreed that he would continue to serve the Company as a consultant for 24 months following his retirement. The Committee approved a consulting agreement by and between the Company and Mr. Campbell, effective immediately upon Mr. Campbell’s resignation as Executive Chairman (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Campbell will provide certain consulting services to the Company, as requested by the Company, and will receive a monthly fee of $20,000. In addition, Mr. Campbell’s outstanding, unvested equity awards will continue to vest during the 24-month consulting period. Mr. Campbell will continue to be subject to the non-compete and other restrictive covenants set forth in his existing Restrictive Covenants Agreement, dated October 30, 2007, for one year following the end of the 24-month consulting period. Following Mr. Campbell’s retirement, Mr. Schmitt is expected to become the Chairman of the Board, subject to his re-election to the Board at the Company’s 2019 Annual Meeting.

In connection with the change in senior management and to promote stability in the senior leadership team, the Committee made special one-time awards to certain NEOs. In June 2018, each of Messrs. Morris, Jewell, Ruble and Hance were granted restricted shares valued at $330,000 as of the grant date which will fully vest two years following the grant date. Also, Mr. Hance was awarded a special cash bonus of $20,000 in connection with his oversight of the CEO transition process.

Compensation Philosophy and Objectives

The Committee has designed the executive compensation program to attract, develop, reward and retain quality management talent to facilitate the Company’s achievement of its annual, long-term and strategic goals. The Committee’s objective is to align executives’ interests with shareholders’ interests by creating a pay-for-performance culture at the executive level, with the ultimate objective of increasing shareholder value. Other objectives are to recognize the contributions of individual executives, provide market competitive pay opportunities and foster retention and executive stock ownership. Thus, while executive compensation should be directly linked to Company performance, it should also be an incentive for executives to continually improve individual performance thereby contributing to the Company’s success in meeting its short- and long-term financial, operational and strategic objectives.

 

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Key Elements of Compensation Plan Design

Our executive compensation program is based on the following best 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 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 moderate severance and change-in-control protection
•  Beginning with 2016 awards, require double-trigger vesting on long-term equity awards
•  Maintain a clawback 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

2018 in Brief

In 2018, our team’s successful business plan execution in a strong freight market produced record financial performance. Notable financial and operational highlights from 2018 include the following:

 

•

Consolidated operating revenue increased $151.6 million, or 13.0%, to a record $1.3 billion for the year ended December 31,2018.

 

•

Consolidated income from operations increased $13.3 million, or 12.2%, to a record $122.1 million for the year ended December 31,2018.

 

•

Consolidated net income increased $4.8 million, or 5.5%, to a record $92.1 million for the year ended December 31,2018.

 

•

We continued executing on our multi-year strategy to increase freight volumes and revenues by offering new and enhanced services that address more of our customers’ premium transportation needs. These services include LTL pickup and delivery, customer label integration, expedited truckload, temperature-controlled

 

22

shipments, warehousing, drayage, final mile solutions, customs brokerage and shipment consolidation and handling services.

 

•

We continued to implement enhancements to our safety program and saw our overall accident rate decrease by approximately 20% in 2018.

 

•

Intermodal continued executing its growth strategy by acquiring certain assets of Multi-Modal Transport Inc. (“MMT”) and Southwest Freight Distributors (“Southwest”). Intermodal’s operating revenue increased $46.3 million, or 29.9%, to $201.0 million for the year ended December 31,2018.

 

•

The Company generated a record $152.6 million of cash flow from operations for the twelve months ended December 31, 2018, compared to $103.4 million for the same period in 2017. After utilizing $55.5 million in cash in investing activities in 2018, the Company returned $84.5 million to shareholders through dividends and our stock repurchase program.

 

•

Free cash flow was a record $117.3 million in the year ended December 31, 2018 compared to $67.5 million in the same period of 2017.

 

•

Net income per diluted share was a record $3.12 for the year ended December 31, 2018 compared to $2.89 in the same period of 2017.

Based on our financial and operational performance, 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 2018:

 

•

Base salaries. Approved base salary increases to our NEOs in January 2018 as follows:

 

		2017				2018
NEO		Base Salary				Base Salary				% Increase				Rationale
Mr. Campbell		$	750,000			$	850,000				13.3%			Merit increase + market adjustment (no increase since 2016)
Mr. Ruble			464,000				483,000				4.1%			Merit increase
Mr. Jewell			464,000				478,000				3.0%			Merit increase
Mr. Morris			409,000				440,000				7.6%			Merit increase + market adjustment
Mr. Hance			374,000				389,000				4.0%			Merit increase

 

•

Short-term incentive payouts. Based on operating income performance at the Company and business unit level (as applicable) and individual performance, approved payouts to our NEOs under our annual incentive plan that ranged from 112.7% to 143.6% of target. Mr. Campbell received 115.3% of target and Mr. Schmitt received a prorated payout of 119.1% of target.

 

•

Long-term incentive grants. In order to promote stock ownership and continue to retain senior leadership during times of transition, the Committee approved a change to the allocation of the long-term incentive awards to our NEOs to provide

 

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50% of the award in restricted stock, 25% in stock options and 25% in performance shares. Like in 2017, the aggregate grant date fair value of the awards was $1,500,000 for Mr. Campbell and $330,000 for each other NEO. Mr. Schmitt received an aggregate target long-term incentive award valued at $3,291,000 intended to cover both 2018 and 2019 divided evenly between restricted shares and stock options. Mr. Schmitt did not receive an additional long-term incentive award in 2019.

 

•

Long-term performance plan payouts. Based on total shareholder return relative to our peer companies, our 50th percentile ranking resulted in approved payouts for the January 2016 to December 2018 performance period equal to 100% of target. The value of those grants was $500,000 for Mr. Campbell and $110,000 for each of Messrs. Jewell, Ruble and Hance. Mr. Schmitt and Mr. Morris did not receive a payout as they were not employed on the date of grant.

Role of Shareholder Say on Pay Vote

The Company provides its shareholders with the opportunity to cast an annual advisory vote on executive compensation (a “say on pay proposal”). At the Company’s annual meeting of shareholders held in May 2018, approximately 97.4% of the votes cast on the say on pay proposal were voted in favor of the proposal. The Committee believes this outcome affirms shareholders’ support of our approach to executive compensation and we generally did not change our approach in 2018 based upon the results of this advisory vote. The Committee will continue to consider the outcome of say on pay votes when making future compensation decisions for the NEOs.

Role of the Compensation Committee

The Compensation Committee is responsible for reviewing and approving executive compensation policies, plan designs and the compensation of our senior officers, including our NEOs. The Committee considers various factors in making compensation determinations, including the officer’s responsibilities and performance, the effectiveness of our programs in supporting short-term and long-term financial, operational and strategic objectives, and overall financial performance. The Committee coordinates the full Board’s annual review of the Chief Executive Officer’s performance and considers the Board’s assessment in its compensation decisions related to the Chief Executive Officer.

To this end, the Committee conducts an annual review of executive officer pay levels, reviews market data updated periodically by Meridian, approves changes to program designs (including post-termination arrangements) based on an assessment of competitive market practice and emerging trends, oversees the development of succession plans, and evaluates the risks associated with our executive compensation programs.

Role of the Compensation Consultant

The Committee has selected and directly retains the services of Meridian. The Committee periodically seeks input from Meridian on a range of external market factors including evolving compensation trends, appropriate peer companies to compare programs, practices and performance

 

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and market survey data for benchmarking pay levels. Meridian also provides general observations on the Company’s compensation programs, and policies but it does not determine or recommend the amount or form of compensation for the NEOs. During 2018, Meridian attended all seven Committee meetings. The Committee determined that Meridian was independent during 2018 per Nasdaq listing standards and had no conflicts of interest to disclose.

Role of Executive Officers in Compensation Decisions

At the request of the Compensation Committee, the Chief Executive Officer makes recommendations regarding base salary, annual incentive pay and long-term equity incentive awards for the other NEOs and provides the Committee with justification for such awards. In forming his recommendations, he considers information provided by the Senior Vice President of Human Resources and assessments of individual contributions, achievement of performance objectives and other qualitative factors. While the Committee gives great weight to the recommendations of the Chief Executive Officer, it has full discretion and authority to make the final decision on the salaries, annual incentive awards and long-term equity incentive awards as to all of the NEOs. The Chief Executive Officer does not make recommendations concerning his own compensation and is not present during deliberations and voting regarding his own compensation.

The Chief Executive Officer, Senior Vice President of Human Resources, Chief Financial Officer and Chief Legal Officer regularly attend Compensation Committee meetings at the Committee’s request. The Senior Vice President of Human Resources typically presents recommendations for program design changes and individual pay levels for executive officers (except for his own), taking into consideration individual performance of each incumbent, appropriate benchmarking information and issues that may arise from an accounting, legal and tax perspective.

Setting Executive Compensation

Based on the foregoing objectives, we have structured executive compensation to motivate executives to achieve our business goals and to reward the executives for achieving such goals.

For the fiscal year ended December 31, 2018, the components of compensation for NEOs were:

 

•

Base salary;

 

•

Annual incentive compensation;

 

•

Long-term equity incentive compensation; and

 

•

Retirement and other benefits (available to all employees).

The Committee combines these elements, particularly base salary and short and long-term incentives, to provide a total compensation package designed to attract highly qualified individuals and provide incentives to align efforts and motivate executives to deliver company performance

 

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that creates shareholder value. The total value of the compensation package is weighted more heavily towards the variable incentive components.

At the beginning of 2018, the Committee established a total target compensation for each NEO, except for Mr. Schmitt, comprised of base pay, annual incentives and long-term incentives (“LTI”). The Committee referred to market data included in Aon Hewitt’s Total Compensation Measurement general industry database which is periodically provided by the Committee’s independent compensation consultant. When utilizing the Aon Hewitt data, the Committee focused on pay opportunities at the size-adjusted 50^th percentile of the market for executives holding similar positions. In addition to the market data for similarly situated positions, the Committee also considered other factors when establishing target total compensation opportunities, including, but not limited to the experience level of the individual, the value of the individual executive to the Company, the individual’s position within the Company and existing and prior year awards.

In 2018, the total target compensation set at the beginning of the year for the NEOs is set forth in the chart below.

 

						Target Annual Incentives
NEO		Base Salary				Dollar Amount				As a Percent of Base Salary				Target Long Term Incentive				Total Target Compensation
Mr. Campbell		$	850,000			$	1,062,500				125%			$	1,500,000			$	3,412,500
Mr. Ruble			483,000				362,250				75%				330,000				1,175,250
Mr. Jewell			478,000				358,500				75%				330,000				1,166,500
Mr. Morris			440,000				330,000				75%				330,000				1,100,000
Mr. Hance			389,000				291,750				75%				330,000				1,010,750

In the second quarter of 2018, the Committee determined Mr. Schmitt’s target total direct compensation for 2018 in connection with his appointment as our President and CEO effective September 1, 2018. In determining Mr. Schmitt’s compensation, the Committee sought input and advice from its independent compensation consultant, Meridian, on competitive pay levels for incoming CEOs. In addition, the Committee reviewed historical CEO pay levels at the Company and CEO compensation of our industry peers in order to design an overall compensation package to attract and retain Mr. Schmitt, create alignment with our shareholders, directly link pay to performance and promote long-term stock ownership. Mr. Schmitt’s target compensation consists of an annual base salary of $800,000, a target annual incentive of $800,000 (i.e., 100% of base) and an expected annual long-term incentive opportunity (beginning in 2020) of $1,400,000. For more information regarding Mr. Schmitt’s actual 2018 direct compensation, including pro-ration of certain incentive compensation components, his initial equity award and the grant of a cash sign-on bonus, see “CEO Transition” on pages 20-21.

Our compensation programs are designed to motivate strong annual and long-term performance. We set a majority of total compensation (base salary, annual incentives and long-term incentives) for the NEOs to be “at risk”, meaning that the compensation is earned by meeting

 

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annual or long-term performance goals or is influenced by stock price. The 2018 compensation elements with “at risk” components are as follows:

 

 

(1)	Reflects value of 2018 long-term incentive grant valued at $3,291 million split evenly between restricted shares and stock options.

(2)	Reflects $1.4 million value of Mr. Schmitt’s expected annual LTI award in 2020.

The compensation that an executive actually receives will differ from that executive’s target compensation for a variety of reasons. Annual incentive payouts are based on Company performance against financial targets and achievement of individual and business objectives. Compensation realized from long-term incentive awards is dependent upon stock price performance and relative total shareholder return versus peer companies.

Base Salary

The objective of base salary is to reflect the base market value of the executive’s role. It is designed to reward core competence in roles that are complex and demanding. We choose to pay base salary because it is required for talent attraction and retention.

Base salaries for 2018 for the NEOs were determined for each executive based on position and responsibility and by reference to market data. The Committee also considers factors such as internal pay equity, level of experience and qualifications of the individual, scope of responsibilities and future potential, succession planning and objectives established for the executive as well as the executive’s past performance. The base salaries for the NEOs for the fiscal year ended December 31, 2018 are set forth in the “Salary” column of the Summary Compensation Table on page 40 of this Proxy Statement.

 

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Annual Incentive Compensation

The objective of our annual cash incentive plan is to focus on attaining specific short-term financial and business goals that lead to our long-term success and promote retention of our executive talent. The annual cash incentive plan is designed to reward achievement of operating income targets and individual objectives important to the Company’s short-term and long-term success. Payments made under the annual incentive compensation program were made in cash, calculated as a percentage of annual base salary as described in more detail below.

Annual cash incentive plan target opportunity levels (as a percentage of base salary) approved by the Committee for the NEOs in 2018, which remain unchanged from the prior year for all but Mr. Campbell’s (which increased from 100% to 125% of base salary to better align with market), were as follows:

 

NEO		2018 Target Bonus Opportunity (as a percent of base salary)
Mr. Campbell			125%
Mr. Ruble			75%
Mr. Jewell			75%
Mr. Morris			75%
Mr. Hance			75%

The components of the Annual Incentive Plan for each Named Executive Officer and their weighting with respect to the total cash incentive opportunity are reflected in the chart below.

 

Executive		Annual Cash Incentive Plan Components of Plan				Weighting as a % of Target
Schmitt		Corporate Performance				100% (1)
Campbell, Morris and Hance		(1)		Corporate Performance		80%
		(2)		Individual Performance		20%
Ruble and Jewell		(1)		Business-Segment Performance		—
				Ruble: Expedited LTL		—
				Jewell: Intermodal		50%
		(2)		Corporate Performance		30%
		(3)		Individual Performance		20%

 

(1)	Because Mr. Schmitt commenced employment with the Company on September 1, 2018, well after the beginning of the year individual goal-setting process concluded, the Committee made 100% of his pro-rated annual incentive for 2018 dependent upon Corporate Performance.

Payout under each component can range from 0% of target (when threshold performance is not achieved) to 200% of target (when maximum or performance above target is achieved).

Corporate Performance and Business-Segment Performance Operating Income Goals. The Committee established corporate and business-segment operating income goals for 2018 and corresponding incentive payments for achievement of such goals. Goals were set to represent four incremental performance levels: low, target, high and stretch. The target level for operating income generally reflects our internal business plan at the time the target is established, subject to adjustment to take into account known headwinds or tailwinds and other economic conditions. Low, high and stretch levels are designed to provide a smaller award for lower levels of acceptable

 

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performance (low) or reward exceptional levels of performance (high and stretch). Payout for performance between points is interpolated on a straight-line basis. The Committee retains discretion as to the amount of the ultimate short-term incentive to be paid. In 2018, for purposes of determining the achievement of operating income goals under the annual cash incentive plan, the Committee determined to exclude from operating income unbudgeted expenses ($2.7 million at the corporate level) related to the Company’s CEO transition.

The 2018 operating income goals and corresponding performance levels are noted below.

 

Operating Income ($000s)		Low				Target				High				Stretch				FY 2018 Results				% of Target Payout
Corporate (1)		$	106,695			$	121,394			$	130,029			$	136,783			$	124,687				119.1	%
Business-Segment			—				—				—				—				—				—
Expedited LTL (2)		$	88,136			$	96,086			$	100,492			$	103,468			$	97,836				114.0	%
Intermodal (3)		$	11,872			$	14,000			$	15,342			$	16,491			$	23,266				200.0	%
% of Target Payout			50%				100%				150%				200%				—				—

 

(1)	Target represents an 11.6% increase over operating income for 2017. Corporate operating income results for FY 2018 were adjusted to exclude $2.7 million of unbudgeted expenses related to CEO transition.

(2)	Target represents a 9.2% increase from 2017 results. Expedited LTL operating income results for FY 2018 were adjusted to exclude $1.5 million of unbudgeted expenses related to CEO transition.

(3)	Target represents an 8.0% increase from 2017 results.

Individual Objectives. Individual personal objectives specific to each executive officer position were set at the start of the fiscal year. At the end of the fiscal year, the Chief Executive Officer evaluated the performance of the other NEOs against those personal objectives, taking into account the extent to which the goals were met, unforeseen financial, operational and strategic issues of the Company, and any other information deemed relevant. The Committee reviewed and approved this performance evaluation and evaluated the performance of the Chief Executive Officer in a similar manner with input from the full Board. Based on the results of this review, the Committee determined the amount of awards, if any, made in connection with an executive’s attainment of the executive’s individual objectives.

2018 Annual Incentive Payout. The Committee met in February 2019 to determine whether the Company’s 2018 performance merited payment to the NEOs under the annual cash incentive plan, and, if so, to determine the amount of such incentive awards.

 

•

Corporate Performance Component: Adjusted income from operations was $124.7 million, which resulted in a payout of 119.1% of the total target Corporate Performance annual incentive opportunity.

 

•

Business-Segment Performance Component: Expedited LTL’s adjusted income from operations was $97.8 million, which resulted in a payout of 114.0% of the target Business-Segment Performance incentive opportunity for Mr. Ruble. Intermodal’s income from operations was $23.3 million, which resulted in a payout of 200.0% of the target Business- Segment Performance incentive opportunity for Mr. Jewell.

 

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•

Individual Performance: The Committee also considered performance against the individual objectives set for the NEOs. In 2018, those individual objectives encompassed:

 

•

Contributions to meeting established corporate and departmental goals;

 

•

Contributions to succession and talent development initiatives;

 

•

Continuous improvement of business and functional operations; and

 

•

Personal development in areas of leadership, planning and teamwork.

After a performance appraisal of each executive officer and a review of their achievement of the personal goals which had been set for them, Mr. Schmitt recommended to the Committee an achievement of 100% of target for each NEO’s personal individual objectives, which they approved. The Compensation Committee evaluated the performance of Mr. Campbell in a similar manner. In addition to the factors mentioned above, Mr. Campbell’s individual performance objectives also included contributions to and management of an effective and orderly CEO transition. Based on its review, the Committee determined that Mr. Campbell also achieved his personal individual objectives for 2018 at target levels.

The actual awards made to each NEO under the Operating Income and Individual Objectives Component of the annual cash incentive plan are shown in the chart below.

 

Executive		Corporate Performance Component				Individual Objectives Component				Business-Unit Performance Component				Total Payout Under 2018 Annual Cash Incentive Plan
Mr. Campbell		$	1,012,350			$	212,500				N/A			$	1,224,850
Mr. Schmitt (1)			317,997				N/A				N/A				317,997
Mr. Ruble			142,831				79,950				227,858				450,638
Mr. Jewell			128,092				71,700				286,800				514,627
Mr. Morris			314,424				66,000				N/A				380,424
Mr. Hance			277,979				58,350				N/A				336,329

(1) Mr. Schmitt’s Annual Incentive was pro-rated to reflect the time period in 2018 he was employed by the Company.

Long-Term Equity Incentive Awards

The objective of providing long-term incentives (LTI) 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 incentives are specifically designed to reward for stock price appreciation and outperformance of shareholder return relative to industry peer companies.

At the beginning of 2018, the Committee established target values for each NEO for the total LTI component and made grants consisting of three types of awards: stock options, restricted stock and performance shares. There were no changes to the total long-term incentive target value for any of the NEOs from 2017 levels.

 

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Changes to LTI Program for 2018. In February 2018, the Committee changed the weighting of the awards granted to NEOs under our long-term incentive plan. The Committee approved shifting from the equal weighting of each vehicle (i.e., l/3^rd restricted shares, l/3^rd options and l/3^rd performance shares) to the following weighting: 50% restricted shares, 25% stock options, and 25% performance shares. The change in LTI weighting was made to promote retention and stock ownership among our executives, which we believe will further align our executives’ interests with the interests of our shareholders. In connection with the change in weighting, the Committee increased ownership multiples for the NEOs under the Company’s stock ownership guidelines. Those ownership multiples are set forth on page 37 of this proxy under the section entitled “Stock Ownership Guidelines.” Accordingly, in February 2018, the Committee approved the following target long-term incentive awards for the NEOs:

 

Executive		2018 Stock Option Grant				2018 Restricted Stock Grant				2018 Target Performance Share Grant				2018 Total Long-Term Incentive Award
Mr. Campbell		$	375,000			$	750,000			$	375,000			$	1,500,000
Mr. Ruble			82,500				165,000				82,500				330,000
Mr. Jewell			82,500				165,000				82,500				330,000
Mr. Morris			82,500				165,000				82,500				330,000
Mr. Hance			82,500				165,000				82,500				330,000

Recognizing that 2018 was his first year with Forward Air, the Committee structured Mr. Schmitt’s pay package to give him a significant stake in the company from day one. Accordingly, upon the commencement of his employment on September 1, 2018, Mr. Schmitt was awarded an aggregate target long-term incentive award valued at $3,291,000 split approximately evenly between restricted shares and stock options, which will vest equally on each of the first, second and third anniversaries of the grant date. This at-risk award provided an initial inducement while immediately aligning Mr. Schmitt’s performance-incentives with those of our broader leadership team and shareholders. This award is intended to serve as Mr. Schmitt’s long-term Incentive award for both 2018 and 2019, as Mr. Schmitt will receive no additional long-term incentive award in 2019. Mr. Schmitt’s annual LTI value going forward is expected to be approximately $1.4 million.

Equity-based awards. The value to the executive of all three components comprising long-term equity compensation in 2018 (stock options, restricted stock and performance shares) is impacted by the performance of the Company’s stock.

 

•

A stock option provides value to the executive only if share price increases.

 

•

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.

 

•

The number of performance shares earned, if any, will depend on how the Company’s stock performs relative to transportation industry peers.

As it is possible that there will be no payout under the performance shares or value earned under the stock options, these awards are completely “at-risk” compensation. This emphasis on

 

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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 between risk, retention and reward. Each element of the LTI is discussed in more detail below.

Stock Options. A stock option is the right to purchase the Company’s common stock at a fixed price for a defined period of time. In 2018, grant sizes of stock options for the NEOs were calculated generally by multiplying the target LTI economic value by the weighting assigned to the options component and dividing it by the value of a single option determined under the Black-Scholes methodology and based on assumptions used for recognizing expense in our financial statements contained in our Annual Report in accordance with generally accepted accounting principles (“GAAP”). For the 2018 option grant, the grant date fair value was $15.56 per share.

The exercise price for options was equal to the closing price of our common stock on the date the option was granted, $58.40. The options vest evenly over a three-year period. Consistent with option grants to the Chief Executive Officer over the past four years, options granted to Mr. Campbell in 2018 were subject to a financial performance standard whereby vesting was contingent upon the Company’s achievement of pre-established annual operating income goals within a three-year period. All of the options granted to the NEOs will expire if not exercised within seven years of the grant date. To the extent not earlier vested, these options 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 the change in control.

Restricted Stock. A share of restricted stock is a share of the Company’s 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 common stock determined using the estimated grant date fair value. The estimated grant date fair value of the restricted shares awarded to the NEOs in February 2018 was $58.40, the closing price of the Company’s 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. Dividends are paid in cash on a current basis throughout the vesting period. To the extent not earlier vested, these options 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 the change in control.

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 2018 were calculated by multiplying the target LTI economic value by the weighting assigned to the performance share component and dividing it by $72.30, the value of a single performance share on the date of grant determined using a Monte Carlo valuation model.

Performance shares are earned on the basis of our Total Shareholder Return (“TSR”) measured over a three-year period, relative to the TSR of a peer group of transportation companies. For performance share awards made in 2016 and after, the following 12 companies were included in the TSR peer group:

 

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C.H. Robinson Worldwide, Inc.		Landstar System, Inc.
Expeditors International of Washington, Inc.		Old Dominion Freight Line, Inc.
FedEx Corporation		Roadrunner Transportation Systems, Inc.
Hub Group, Inc.		United Parcel Service, Inc.
J.B. Hunt Transport Services, Inc.		Werner Enterprises, Inc.
Knight Transportation, Inc.		XPO Logistics, Inc.

TSR reflects the change in share price plus reinvestment of dividends, with beginning and ending share price calculated as follows:

 

•

Beginning market price equals the average closing price on the 30 trading days immediately preceding and including the first day of the performance period.

 

•

Ending market price equals the average closing price on the last 30 trading days of the performance period.

The actual number of performance shares earned is based on the percentile of our TSR among the TSRs of the comparator group companies described above during the three-year performance period. The performance shares pay out in shares of our common stock shortly after the close of the three-year performance period. Payouts can range from 0 to 200% of the target number of performance shares awarded. The chart set forth below determines the percent of a target award to be paid for grants made in 2018. Payout for performance between points is calculated using straight-line interpolation.

 

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

Dividends are not paid on unvested performance shares bur rather are paid if and when the underlying performance shares have been earned and vested. 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 the change in control as such term is defined in the 2016 Omnibus Incentive Compensation Plan (the “Omnibus Plan”).

Awards made to the NEOs under the Omnibus Plan for the fiscal year ended December 31, 2018 are set forth in the Grants of Plan-Based Awards for Fiscal 2018 Table on pages 43-44 of this Proxy Statement.

2016 Performance Shares. Based on our TSR of 34.8% for the January 2016 to December 2018 performance period, we ranked at the 50th percentile of our transportation industry peer group. As a result, these awards paid out at 100% of target.

 

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Special 2018 Equity Retention Awards to NEOs. On June 12, 2018, the Committee approved grants of restricted shares to Messrs. Morris, Jewell, Ruble and Hance, each valued at $330,000 as of the grant date, to motivate each of them to remain in their current positions for a period of time to ensure an effective and orderly CEO transition. These restricted shares will fully vest two years following the grant date.

Changes to LTI Program for 2019

In February 2019, management proposed and the Committee approved the following change to the long-term incentive design for awards provided to the NEOs (other than Mr. Schmitt who did not receive a grant) in 2019:

 

•

Replace stock options (weighted 25% of award) with performance shares earned based on achievement of 3-year cumulative earnings before interest, tax, depreciation and amortization per share (“EBITDA Per Share”) versus target.

 

•

Continue to deliver remaining 75% through grants of restricted stock (50%) and performance shares earned through relative TSR performance versus peers (25%).

The Committee believes this is an appropriate change in that it:

 

•

Promotes retention and stock ownership;

 

•

Reduces emphasis on stock options (which have been declining in market prevalence and weight);

 

•

Increases weight of performance shares to 50% of total target award value; and

 

•

Focuses executives on an internal financial measure that would capture growth in EBIT while providing insight into cash flow.

Retirement and Other Benefits

Our NEOs received the same retirement and other benefits as other employees at the Company. We choose to pay these benefits to meet the objective of having a competitive retirement and benefit package in the marketplace. Retirement benefits reward employees for saving for their retirement and for continued employment. Welfare benefits such as medical and life insurance reward continued employment.

All full-time Company employees, including the NEOs, are entitled to participate in the 401(k) retirement savings plan. Under that plan, for each pay period, the Company provides a $0.25 matching contribution for every dollar an employee elects to defer into the 401(k) plan, limited to elective deferrals up to 6% of the employee’s compensation for the pay period. The matching contribution is subject to the rules and regulations on maximum contributions by individuals under such a plan. Matching contributions to the NEOs for the fiscal year ended December 31, 2018 are reflected in the “401(k) Match” column of the All Other Compensation Table on page 42 of this Proxy Statement.

 

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Additionally, all full-time employees, including the NEOs, are eligible to participate in the 2005 Employee Stock Purchase Plan (the “ESPP”) upon enrolling in the ESPP during one of the established enrollment periods. Under the terms of the ESPP, eligible employees can purchase shares of the Company’s common stock through payroll deduction and lump sum contributions at a discounted price. The purchase price for such shares of common stock for each option period, as described in the ESPP, will be the lower of: (a) 90% of the closing market price on the first trading day of an option period (there are two option periods each year—January 1 to June 30 and July 1 to December 31) or; (b) 90% of the closing market price on the last trading day of the option period. Under the ESPP, no employee is permitted to purchase more than 2,000 shares of the Company’s common stock per option period or shares of common stock having a market value of more than $25,000 per calendar year, as calculated under the ESPP.

The NEOs are also eligible to participate in the Company’s health, dental, disability and other insurance plans on the same terms and at the same cost as such plans are available to all full-time employees. The Company does not have a supplemental executive retirement plan or one that provides for the deferral of compensation on a basis that is not tax-qualified.

Severance Arrangements

The Company maintains an employment agreement with Mr. Campbell, which was put in place to secure his services and provide for certain benefits upon termination of employment, and also to protect the Company’s interests by imposing confidentiality, noncompetition, nonsolicitation and other restrictive covenants. Under Mr. Campbell’s Employment Agreement dated October 30, 2007, described in detail below, if the Company were to terminate Mr. Campbell without “just cause,” then he would be entitled to receive (i) his base salary for the longer of one year from the date of termination or the remainder of the then-pending term of the Employment Agreement but not to exceed two years; (ii) any unpaid bonus amounts previously earned; and (iii) continued insurance coverage for one year from the date of such termination. In the event of a change in control, Mr. Campbell may elect to resign and receive (a) his base salary for one year following the date of the change of control; and (b) a cash bonus equal to the prior year’s year-end cash bonus, plus any unpaid bonus amounts previously earned. The payments due to Mr. Campbell in the event he is terminated without “just cause” or following a change in control are set forth in the “Termination without Cause and Change of Control” columns of the 2018 Potential Payments upon Termination, Change of Control, Death and Disability Table on pages 54-55 of this Proxy Statement.

Our other executive officers, including Mr. Schmitt, are covered by an executive severance and change in control plan (the “Severance Plan”), which became effective January 1, 2013, and was amended and restated May 24, 2018. 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 employed 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 possibility of retaining an intact management team.

 

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The severance benefits available to our NEOs under the Severance Plan are described in more detail under the Section entitled “Potential Payments upon Termination, Change of Control, Death or Disability” on pages 52-55 of this Proxy Statement and in the table set forth on pages 54-55 of that Section.

Tax and Accounting Implications

The Committee and management consider the accounting and tax effects of various compensation elements when designing our annual incentive and equity compensation plans and making other compensation decisions. Although the Committee designs the Company’s plans and programs to be tax-efficient and to minimize compensation expense, these considerations are secondary to meeting the overall objectives of the executive compensation program.

Accounting for Executive Compensation. We account for stock-based compensation in accordance with GAAP. Consequently, stock-based compensation cost is measured at the grant date based on the fair value of the award in accordance with FASB ASC Topic 718. We generally recognize stock-based compensation expense ratably over the vesting period of each award except as required otherwise by FASB ASC Topic 718.

Other Compensation and Governance Policies 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 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 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;

 

36

•

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 of the Committee with 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 overall contribution and performance of the executive officers.

Other incentive programs either have similar characteristics or are small in amount.

Stock Ownership Guidelines

The Company has adopted executive stock ownership and retention guidelines (the “Ownership Guidelines”). These Ownership Guidelines are applicable to executive officers, including the NEOs. Our Ownership Guidelines are designed to increase executives’ equity stakes in the Company and to align executives’ interests more closely with those of shareholders. The Ownership Guidelines require covered executives to own, and hold during his or her tenure with the Company, shares of the Company’s common stock sufficient in number to satisfy the relevant amount specified below as a multiple of the executive’s annual base salary. Effective February 6, 2018, these Ownership Guidelines were amended to increase the ownership multiples applicable to the NEOs and other executive officers as reflected in the chart below:

 

Position		Value of Common Stock to be Owned
Chief Executive Officer, Executive Chairman		6 times base salary
Presidents, COO, CFO and CLO		3 times base salary
All other executive officers		2 times base salary

Until the executive achieves the applicable ownership level, he or she is required to retain 50% of the net number of shares of common stock acquired through Company-provided stock-based awards, the vesting of restricted stock awards, the delivery of shares in settlement of stock units or performance share awards, or the delivery of shares to the executive through any other incentive compensation arrangement. This retention requirement applies only to stock-based awards that are granted on or after January 1, 2013. No retention requirement applies under the Ownership Guidelines to shares acquired in excess of the requisite ownership level. Shares underlying unexercised stock options and unvested or unearned performance share awards or performance units do not count towards the stock ownership guidelines. Effective February 6, 2018, the Ownership Guidelines were amended to allow unvested restricted stock and unvested stock units to count towards the stock ownership guidelines.

 

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Prohibition Against Hedging and Pledging

The Company’s Insider Trading Policy prohibits executive officers from engaging in any form of hedging transaction. In addition, the policy prohibits executive officers from holding Company securities in margin accounts and from pledging Company securities as collateral for loans. The Company believes that these policies further align our executives’ interests with those of our shareholders.

Policy on Recoupment of Executive Compensation

The Company has adopted a discretionary incentive compensation clawback policy (the “Recoupment Policy”) that applies to its executive officers, including the NEOs, and certain other specified employees. In February 2019, the Company approved amendments to the Recoupment Policy that expanded its reach. This amended policy allows the Company to seek reimbursement with respect to incentive compensation paid or awarded to executive officers in any of the circumstances listed below.

 

•

A determination is made that the executive officer engaged in fraud, theft, misappropriation or embezzlement.

 

•

A determination is made that the Company is required to file an accounting restatement with the SEC that resulted from either the intentional misconduct of the executive officer or, regardless of the existence of intentional misconduct, results in a material negative revision of a financial or operating measure that was used to determine incentive compensation.

 

•

Any other material negative revision of a financial or operating measure within 36 months after such financial or operating measure served as the basis on which incentive compensation was awarded or paid to an executive officer.

 

•

An error or calculation of an executive officer’s incentive compensation payout within 6 months after such erroneous amount is paid.

 

•

Material violations of the Company’s Business Code of Conduct and Ethics that could reasonably lead to a material financial or reputational harm to the Company.

 

•

The executive officer is terminated from employment by the Company due to a felony conviction or the failure to contest prosecution for a felony or, in the Committee’s determination, for such executive officer’s gross negligence, willful misconduct or dishonesty, any of which could reasonably lead to material financial or reputational harm to the Company.

 

•

The executive officer’s failure to report or reckless failure to supervise his or her direct reports which in the Committee’s determination, resulted in such executive officer’s failure to detect, in each case, gross negligence, willful misconduct or dishonesty on the part of others, any of which could reasonably lead to material financial or reputational harm to the Company.

 

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The Recoupment Policy allows the Company to recover incentive compensation awarded to the affected executive officers, including, but not limited to, bonuses, annual, periodic or long-term cash incentive compensation, stock-based awards and the Company stock acquired thereunder, and sale proceeds realized from the sale of Company stock acquired through stock-based awards. All actions taken and decisions made relating to the Recoupment Policy are in the Committee’s sole and absolute discretion.

Key Provisions of Stock Incentive Plan and Omnibus Plan

The Company’s Amended and Restated Stock Incentive Plan (the “Stock Incentive Plan”) and Omnibus Plan incorporate certain terms and procedures that reflect the current compensation philosophy of the Company’s Compensation Committee. Specifically, both plans prohibit the repricing or cash-out of underwater stock options and SARs without prior shareholder approval. They 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 Stock Incentive Plan and Omnibus Plan are made subject to the Recoupment Policy on incentive compensation.

Compensation Committee Report on Executive Compensation

The information contained in this report shall not be deemed to be “soliciting material” or “filed” with the SEC or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that Forward Air Corporation specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended, or the Exchange Act. The Compensation Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference into the Form 10-K filed with the SEC.

 

 

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table shows the compensation earned in 2018, 2017 and 2016 by the NEOs.

 

Name & Principal Position		Year				Salary ($)				Bonus ($)(1)				Stock Award(s) ($)(2)				Option Award(s) ($)(3)				Payouts Under Non-Equity Incentive Plan Compensation ($)(4)				All Other Compensation ($)(5)				Total
Bruce A. Campbell (6)			2018			$	850,000			$	—			$	1,125,000			$	375,000			$	1,224,850			$	19,782			$	3,594,632
			2017				750,000				—				1,000,000				500,000				773,400				17,064				3,040,464
			2016				750,000				—				1,000,000				500,000				450,000				14,229				2,714,229
Thomas Schmitt (6)			2018				249,231				413,000				1,606,500				1,684,660				317,997				92,521				4,363,909
Michael J. Morris			2018				440,000				—				577,500				82,500				380,424				12,644				1,493,068
			2017				409,000				—				220,000				110,000				316,321				107,088				1,162,409
			2016				197,308				—				330,000				—				171,000				—				698,308
Matthew J. Jewell			2018				478,000				—				577,500				82,500				514,627				10,694				1,663,321
			2017				464,000				—				220,000				110,000				178,072				7,082				979,154
			2016				450,000				—				220,000				110,000				118,125				6,723				904,848
Chris C. Ruble			2018				533,000				—				577,500				82,500				450,638				11,250				1,654,888
			2017				464,000				—				220,000				110,000				435,592				7,642				1,237,234
			2016				450,000				—				220,000				110,000				244,278				7,283				1,031,561
Michael L. Hance			2018				389,000				20,000				577,500				82,500				336,329				11,250				1,416,579
			2017				374,000				—				220,000				110,000				309,252				9,469				1,022,721
			2016				360,000				—				220,000				110,000				162,000				8,910				860,910

 

(1)	With respect to Mr. Schmitt represents a sign-on cash bonus paid to Mr. Schmitt in connection with his appointment as the Company’s CEO. With respect to Mr. Hance, represents a special cash bonus of $20,000 paid in connection with his oversight and management of the CEO transition process.

(2)

Represents the aggregate grant date fair value of non-vested restricted share and performance share awards. The fair values of these awards were determined in accordance with FASB ASC Topic 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 2018 Table on pages 43-44 of 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, 2018, filed with the SEC.

(3)

Represents the aggregate grant date fair value of stock option awards. The fair values of these awards were determined in accordance with FASB ASC Topic 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 2018 Table on pages 43- 44 of 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, 2018, filed with the SEC.

 

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(4)	Represents cash incentives earned under the 2018 Annual Cash Incentive Plan.

(5)	See the All Other Compensation Table on page 42 of this Proxy Statement for additional information.

(6)	Effective September 1, 2018, Mr. Schmitt succeeded Mr. Campbell as the Company’s President and CEO.

 

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All Other Compensation Table

The following table shows the components of “all other compensation” earned in 2018 by the NEOs.

 

Name & Principal Position		Year				Total All Other				Relocation Expenses (1)				Car Allowance & Commuting Expenses				401(k) Match (2)				Dividends (3)				Long-term Disability Insurance (4)
Bruce A. Campbell			2018			$	19,782			$	—			$	—			$	4,050			$	14,886			$	846
Thomas Schmitt			2018				92,521				86,277				—				1,462				4,500				282
Michael J. Morris			2018				12,644				—				—				4,050				7,748				846
Matthew J. Jewell			2018				10,694				—				—				3,494				6,354				846
Chris C. Ruble			2018				11,250				—				—				4,050				6,354				846
Michael L. Hance			2018				11,250				—				—				4,050				6,354				846

 

(1)	Includes moving expenses and temporary housing paid to, or on behalf of, Mr. Schmitt as part of his CEO hiring package.

(2)	The amount shown represents the Company’s contributions to the 401(k) Plan.

(3)	Represents dividend payments during 2018 on all non-vested restricted shares held by the executive. These dividend payments are nonforfeitable.

(4)	Represents premiums paid by the Company for long-term disability insurance for officers.

 

42

Grants of Plan-Based Awards for Fiscal 2018

The following table shows the plan-based awards granted to the NEOs in 2018.

 

Name & Principal Position		Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards												Estimated Future Shares to be Issued Under Equity Incentive Plan Awards (1)												All Other Stock Awards; Numbers of Stock (2), (4)				All Other Option Awards; Numbers of Securities Underlying Options (3), (4)		Exercise or Base Price of Option Awards (5)		Grant Date Fair Value of Stock and Option Awards
				Threshold ($)				Target ($)				Maximum ($)				Threshold				Target				Maximum
Bruce A.		2/5/2018		$	—			$	850,000			$	1,700,000
Campbell
		2/5/2018															2,594				5,187				10,374												375,000
		2/5/2018																											12,842								750,000
		2/5/2018																														24,105		$58.40			375,000
Thomas		9/1/2018			—				600,000				1,200,000
Schmitt
		9/1/2018																											25,000								1,606,500
		9/1/2018																														100,000		64.26			1,684,660
Michael		2/5/2018			—				330,000				660,000
J. Morris
		2/5/2018															571				1,141				2,282												82,500
		2/5/2018																											2,825								165,000
		2/5/2018																														5,303		58.40			82,500
		6/12/2018																											5,392								330,000
Matthew		2/5/2018			—				358,500				956,000
J. Jewell
		2/5/2018															571				1,141				2,282												82,500
		2/5/2018																											2,825								165,000
		2/5/2018																														5,303		58.40			82,500
		6/12/2018																											5,392								330,000
Chris C.		2/5/2018			—				399,750				1,066,000
Ruble
		2/5/2018															571				1,141				2,282												82,500
		2/5/2018																											2,825								165,000

 

43

Name & Principal Position		Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards												Estimated Future Shares to be Issued Under Equity Incentive Plan Awards (1)												All Other Stock Awards; Numbers of Stock (2), (4)				All Other Option Awards; Numbers of Securities Underlying Options (3), (4)		Exercise or Base Price of Option Awards (5)		Grant Date Fair Value of Stock and Option Awards
		2/5/2018																														5,303		58.40			82,500
		6/12/2018																											5,392								330,000
Michael		2/5/2018			—				291,750				778,000
L. Hance
		2/5/2018															571				1,141				2,282												82,500
		2/5/2018																											2,825								165,000
		2/5/2018																														5,303		58.40			82,500
		6/12/2018																											5,392								330,000

 

(1)

Represents performance share awards granted in 2016, 2017 and 2018 under the Omnibus Plan. The performance shares cliff vest two-and-a-half months after the last day of the three-year performance periods that end December 31, 2018, December 31, 2019, and December 31, 2020 respectively. The number of shares that vest will be based on the TSR of Forward Air Corporation stock compared to the TSR of a determined peer group. See pages 32- 33 of this Proxy Statement for additional information.

(2)	Represents vested and unvested restricted shares granted under the Omnibus Plan.

(3)	Represents stock options granted under the Omnibus Plan.

(4)	Each grant vests equally over a three-year period with the first vesting occurring on the one-year anniversary of the grant date.

(5)

In accordance with the provisions of the Omnibus Plan, the exercise price of stock option grants is set using the closing market price on the day of grant. In the event that there is no public trading of the Company’s common stock on the date of stock option grant, the exercise price will be the closing price on the most recent, prior date that the Company’s common stock was traded.

 

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Outstanding Equity Awards at Fiscal Year-End

The following table shows information about outstanding equity awards at December 31, 2018.

 

		Option Awards																Stock Awards
Name & Principal Position		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 (1)				Market Value of Shares of Stock That Have Not Vested (2)				Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (3)				Equity Incentive Plan Awards: Market Value of Unearned Shares That Have Not Vested (2)
Bruce A. Campbell			24,486				—				37.14				2/7/13				2/7/20
			22,271				—				42.48				2/6/14				2/6/21
			20,746				—				50.71				2/9/15				2/9/22
			28,421				14,211				43.67				2/8/16				2/8/23
			13,785				27,570				47.82				2/6/17				2/6/24
			—				24,105				58.40				2/5/18				2/5/25
																							23,629			$	1,296,051				48,614			$	2,666,478
Thomas Schmitt							100,000				64.26				9/1/18				9/1/25
																							25,000				1,371,250				—				—
Michael J. Morris			3,033				6,065				47.82				2/6/17				2/6/24
			—				5,303				58.40				2/5/18				2/5/25
																							12,299				674,600				6,180				338,973
Matthew J. Jewell			7,349				—				42.48				2/6/14				2/6/21
			6,846				—				50.71				2/9/15				2/9/22
			6,253				3,126				43.67				2/8/16				2/8/23
			3,033				6,065				47.82				2/6/17				2/6/24
			—				5,303				58.40				2/5/18				2/5/25
																							10,590				580,861				10,694				586,566
Chris C. Ruble			—				3,126				43.67				2/8/16				2/8/23

 

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		—			3,033				47.82				2/6/17				2/6/24
		—			3,535				58.40				2/5/18				2/5/25
																					10,590				580,861				10,694				586,566
Michael L. Hance		4,407			—				37.14				2/7/13				2/7/20
		4,009			—				42.48				2/6/14				2/6/21
		6,846			—				50.71				2/9/15				2/9/22
		6,253			3,126				43.67				2/8/16				2/8/23
		3,033			6,065				47.82				2/6/17				2/6/24
		—			5,303				58.40				2/5/18				2/5/25
																					10,590				580,861				10,694				586,566

 

(1)	In general, each grant vests equally over a three-year period with the first vesting occurring on the one-year anniversary of the grant date.

(2)	The market value is based on the closing price of the Company’s common stock on Nasdaq on December 31, 2018 of $54.85.

(3)

Represents performance share awards granted under the Omnibus Plan. The performance shares cliff vest after the close of their respective three-year performance periods. The number of shares that vest will be based on the TSR of Forward Air Corporation stock compared to the TSR of a determined peer group. See pages 32-33 of this Proxy Statement for additional information. Shares presented represent the maximum available award. As to date, the Company’s TSR performance under existing awards would result in payouts ranging from target to maximum payout.

 

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