FORWARD AIR CORP (FWRD)
Sector: Industrials
2026 Annual Meeting Analysis
FORWARD AIR CORP · Meeting: June 17, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Boyles joined the board in 2024, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; he brings strong financial expertise as a CPA and former CFO.
Gorjanc joined the board in 2024, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; she brings extensive CFO and audit committee expertise.
Lorrain joined the board in October 2024, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; he has decades of logistics and transportation executive experience.
Stewart joined the board in April 2024, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; as CEO he brings direct operational leadership of the company.
Svindland joined the board in June 2025, which is within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; he brings three decades of transportation and logistics executive experience.
All five director nominees joined the board in 2024 or 2025, placing each within the 24-month new-director exemption under the TSR trigger policy. Despite severe stock underperformance versus peers over three years (FWRD trailed the compensation peer group median by 90.5 percentage points), none of these nominees can be held accountable for a period that substantially predates their board service. No overboarding, attendance, independence, or familial relationship concerns were identified for any nominee. All five receive a FOR vote.
Say on Pay
✓ FORCEO
Shawn Stewart
Total Comp
$5,561,309
Prior Support
92.2%%
The prior year say-on-pay vote received 92.2% support, well above the 70% threshold that would require a response. The CEO's total reported compensation of $5,561,309 — comprised of a $900,000 base salary, a $617,400 annual cash bonus (68% of target, reflecting below-plan Adjusted EBITDA), and stock awards worth $4,037,990 (which include performance shares that paid out at 0% for the completed 2023-2025 cycle, demonstrating real pay-for-performance consequences) — reflects a program that penalized executives when performance lagged. The pay mix is heavily weighted toward variable, at-risk components (base salary is roughly 16% of total reported pay), the company maintains a meaningful clawback policy, and long-term equity is tied to relative total shareholder return versus peers, which is a rigorous and transparent performance condition.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
1 yrs
Audit Fees
$3,976,527
Non-Audit Fees
$235,581
KPMG is a Big 4 firm appropriate for a company of this size. Non-audit fees (tax advisory of $235,581) represent only about 5.9% of audit fees ($3,976,527), well below the 50% threshold that would trigger a concern. KPMG was newly appointed in 2025 as a replacement for EY, so there is no long-tenure concern.
Overall Assessment
The 2026 Forward Air annual ballot contains four proposals: election of five newly appointed directors (all exempt from the TSR trigger due to tenure under 24 months), a say-on-pay vote that passes given strong prior-year support and genuine pay-for-performance consequences in the compensation program, ratification of newly appointed auditor KPMG with a very low non-audit fee ratio, and an equity plan share increase that falls outside this policy's coverage. No stockholder proposals appear on the ballot.
Compensation Peer Group
9 companies disclosed in 2026 proxy filing