Keith Johnson
About Keith Johnson
Keith Johnson, age 67, was appointed as an independent director of Forward Industries (FORD) on May 16, 2025. He brings a strong accounting and CFO background, including service as interim CFO of Amaze Holdings (NYSE American: AMZE) since May 2023, prior CFO roles, and board-level audit oversight experience. He has been designated independent under Nasdaq rules and is eligible to serve on the Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Watertech Equipment & Sales | Chief Financial Officer | Oct 2014 – Dec 2020 | Led finance at a startup focused on biological pathogen reduction technologies . |
| Various companies | Consulting and accounting services (contract) | Until May 2023 | Provided finance/accounting advisory services . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amaze Holdings Inc. (NYSE American: AMZE) | Interim Chief Financial Officer | Since May 2023 | Senior financial leadership at an e-commerce wine product company . |
| Amergent Hospitality Group Inc. | Director; Chair, Audit Committee; Member, Compensation Committee | Since April 2020 | Audit committee leadership; compensation oversight. Amergent filed Chapter 11 in July 2024, a governance risk context for his board experience . |
Board Governance
- Independence: The Board determined Johnson is independent under Nasdaq rules; he is also independent for Audit and Compensation Committee service .
- Committee memberships: Johnson serves on Audit and Risk, Compensation, and Nominating & Governance; he is not a chair. Audit Chair is Sangita Shah; Compensation Chair is Sharon Hrynkow .
- Attendance: In fiscal 2024, directors attended over 75% of applicable Board/Committee meetings (Johnson joined in 2025; context for Board engagement) .
- Board leadership: Independent Chair (Sangita Shah); Board uses regular executive sessions of independent directors .
| Committee | Membership (Johnson) | Chair | Meetings (FY2024) |
|---|---|---|---|
| Audit & Risk | Member | Sangita Shah | 4 |
| Compensation | Member | Sharon Hrynkow | 3 |
| Nominating & Governance | Member | Not specified | 0 |
Fixed Compensation
- Johnson’s FY2024 director compensation is not applicable (appointed May 2025). For context, FY2024 non-employee directors received cash retainers and option awards: Shah ($60,000 cash; $40,000 options), Hrynkow ($45,000 cash; $40,000 options), Ziglar ($30,000 cash; $40,000 options) .
| Director (FY2024) | Cash Fees ($) | Option Awards ($) | Total ($) |
|---|---|---|---|
| Sangita Shah | 60,000 | 40,000 | 100,000 |
| Sharon Hrynkow | 45,000 | 40,000 | 85,000 |
| James Ziglar | 30,000 | 40,000 | 70,000 |
Performance Compensation
- Proposed 2025 director equity awards (subject to shareholder approval of the 2021 Plan Amendment): Johnson to receive 12,147 stock options, $0 reported grant-date fair value, exercisable at $6.37 per share; exercisability is contingent on Proposal 6 approval. Board approved the amendment June 19, 2025 .
| Award Type | Units | Exercise Price | Grant Value ($) | Vesting/Condition | Performance Conditions |
|---|---|---|---|---|---|
| Stock Options (non-exec directors) | 12,147 | $6.37 | 0 | Exercisability subject to shareholder approval (Proposal 6) | None disclosed in proxy |
- Clawback: Company adopted a clawback policy under Nasdaq/SEC Rule 10D-1 to recoup “excess” incentive compensation after a required restatement (three-year lookback) .
Other Directorships & Interlocks
- Interlock: Michael Pruitt, Forward’s Interim CEO since May 16, 2025, is Chairman & CEO of Amergent; Johnson chairs Amergent’s audit committee. This interlock may affect information flow and independence perceptions between Amergent and Forward .
- No disclosed directorships at Forward’s suppliers/customers; significant past related-party exposures (Forward China/Justwise/Happ) were addressed via a May 16, 2025 transaction and Special Committee process .
Expertise & Qualifications
- Strong accounting and CFO background; audit committee chair experience at Amergent; suitable for audit and compensation oversight .
- Not designated Forward’s “Audit Committee Financial Expert” (that designation is held by Sangita Shah) .
Equity Ownership
- Beneficial ownership: Johnson held 0 shares (0%) as of the June 18, 2025 record date (1,125,998 shares outstanding) .
- Insider trading policy: Prohibits hedging, pledging, and short-selling by officers/directors/employees, supporting alignment safeguards .
| Holder | Shares Owned | % of Outstanding |
|---|---|---|
| Keith Johnson | 0 | 0% |
| Shares Outstanding (record date) | 1,125,998 | — |
Governance Assessment
- Committee coverage and independence: Johnson is independent and sits on all three key committees (Audit, Compensation, Nominating & Governance), aligning with governance best practice for independent oversight in a small-cap context .
- Skin-in-the-game: Zero current share ownership suggests low immediate alignment; proposed options could improve alignment contingent on shareholder approval and subsequent exercisability .
- RED FLAG – Interlock: Overlap at Amergent (Johnson as audit chair; Pruitt as CEO/Chair) while Pruitt is Forward’s Interim CEO may create perceived conflicts or influence channels; Amergent’s Chapter 11 in July 2024 adds risk context to that network .
- RED FLAG – Dilution proposals: Board is seeking approval for ELOC (up to $35M) and Series B preferred/warrants issuances that could materially dilute common shareholders; although necessary for financing, these actions can weigh on investor confidence in governance discipline .
- Governance structure change: Reincorporation to Nevada enhances director/officer liability protections and opts out of certain Nevada anti-takeover statutes, potentially reducing shareholder rights; directors acknowledged differing interests in this transaction .
- Related-party risk remediation: The May 16, 2025 transaction terminated the Forward China agency agreement, settled payables via asset sale, extended a note, and was approved by a Special Committee with a fairness opinion—an appropriate governance response to legacy conflicts .
- Audit oversight continuity: Johnson’s membership on Forward’s Audit Committee (with Shah as audit financial expert) following auditor dismissal/transition (CR to CBIZ) supports ongoing financial reporting oversight amid going concern disclosures in prior year .