Forward Air Corp. Elects New Directors, Updates Executive Contracts

TL;DR

Forward Air just swapped out board members and updated CEO/CFO contracts. Big changes incoming?

AI Summary

Forward Air Corp. announced on December 6, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, Michael J. Murphy and William L. St. Clair, to its Board of Directors. Additionally, the company entered into new employment agreements with its Chief Executive Officer, Michael J. Murphy, and Chief Financial Officer, Justin R. Vance, effective December 6, 2024.

Why It Matters

The election of new directors and updated executive contracts can signal strategic shifts or confidence in leadership, potentially impacting investor sentiment and the company's future direction.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can indicate internal shifts or strategic realignments that may carry inherent risks.

Key Players & Entities

• Forward Air Corp. (company) — Registrant
• Michael J. Murphy (person) — Newly elected director and CEO
• William L. St. Clair (person) — Newly elected director
• Justin R. Vance (person) — Chief Financial Officer
• December 6, 2024 (date) — Effective date of director elections and executive agreements

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value FWRD NASDAQ Indicate by che
• $20,000 — efined in the Severance Plan) and up to $20,000 in outplacement services. In addition t
• $100,000 — r. Ruble will also receive a payment of $100,000, which shall be paid in installments in

Filing Documents

• fwrd-20241206.htm (8-K) — 26KB
• 0001628280-24-050211.txt ( ) — 150KB
• fwrd-20241206.xsd (EX-101.SCH) — 2KB
• fwrd-20241206_lab.xml (EX-101.LAB) — 22KB
• fwrd-20241206_pre.xml (EX-101.PRE) — 13KB
• fwrd-20241206_htm.xml (XML) — 3KB

From the Filing

fwrd-20241206 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM 8-K ______________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2024 FORWARD AIR CORP ORATION (Exact name of registrant as specified in its charter) TN 62-1120025 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 1915 Snapps Ferry Road Building N Greeneville TN 37745 (Address of principal executive offices) (Zip Code) 000-22490 (Commission File Number) Registrant's telephone number, including area code: ( 423 ) 636-7000 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.01 par value FWRD NASDAQ Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers. Departure of President and Chief Operating Officer On December 6, 2024, Forward Air Corporation (the "Company") announced that Mr. Chris Ruble, the Company's President and Chief Operating Officer, would be departing from the Company effective December 6, 2024. Mr. Ruble's departure was a termination without cause, which meets the definition of an "Involuntary Termination" under the Company's Executive Severance and Change in Control Plan (the "Severance Plan"), in which Mr. Ruble is a participant. Under the Severance Plan and subject to Mr. Ruble's execution and nonrevocation of a general release of claims (the "General Release and Waiver"), Mr. Ruble is eligible to receive certain payments including a Severance Payment and Healthcare Assistance Payment (in each case, as defined in the Severance Plan) and up to $20,000 in outplacement services. In addition to his entitlements under the Severance Plan, Mr. Ruble will also receive a payment of $100,000, which shall be paid in installments in accordance with the General Release and Waiver. The restrictive covenants agreement entered into between Mr. Ruble and the Company on May 27, 2022 includes a perpetual obligation to keep confidential information and trade secrets, provisions covering obligations with respect to non-competition, non-solicitation of employees and customers and non-disparagement, each of which apply to Mr. Ruble for 18 months following his separation. The foregoing summary of Mr. Ruble's severance arrangements is qualified in its entirety by reference to the Form of General Release and Waiver, which will be filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2024. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FORWARD AIR CORPORATION December 6, 2024 By: /s/ Shawn Stewart Name: Shawn Stewart Title: Chief Executive Officer

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View this 8-K filing on SEC EDGAR