Michael Pruitt
About Michael Pruitt
Michael Pruitt, age 65, was appointed Interim Chief Executive Officer of Forward Industries, Inc. on May 16, 2025, after briefly serving on the Board from January 28 to May 16, 2025 . He holds a B.A. from Coastal Carolina University and has decades of leadership and investment experience, including founding Avenel Financial Group (1999) and Avenel Ventures (2001), leading Chanticleer Holdings until April 1, 2020, and serving as Chairman/CEO of Amergent Hospitality Group since that spin-out . Forward’s proxy indicates the Company’s “Compensation Actually Paid” aligns directionally with TSR due to equity award mix, though stock price performance is not a direct determinant of compensation; no specific revenue/EBITDA performance metrics tied to Pruitt’s compensation are disclosed .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chanticleer Holdings, Inc. (now Sonnet BioTherapeutics Holdings, Inc.) | Chairman & CEO | 2005–Apr 1, 2020 | Led public holding company; restaurant operations spun out into Amergent Hospitality Group in 2020 . |
| Hooters of America, LLC | Director | 2011–2019 | Board oversight for national restaurant brand . |
| Avenel Financial Group | Founder | 1999–present | Boutique financial services firm focused on emerging technology investments . |
| Avenel Ventures | Founder | 2001–present | Technology investment and private venture capital firm . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amergent Hospitality Group, Inc. | Chairman & CEO | Apr 2020–present | Continues to lead post-spin restaurant entity; Amergent filed Chapter 11 in July 2024, a track record risk consideration . |
| Amaze Holdings, Inc. (NYSE American: AMZE) | Interim CEO; Director | Interim CEO since Jul 2023; Director since Dec 2021 | Commerce platform leadership; governance role . |
| IMAC Holdings, Inc. (OTCQB: BACK) | Director; Audit Chair; Comp Committee member | Since Oct 2020 | Audit leadership and compensation oversight . |
| Coastal Carolina University (Boards) | Board of Visitors; Coastal Education Foundation Board; Athletic Committee | Ongoing | External network and governance exposure . |
Fixed Compensation
| Metric | May 16, 2025–Sep 9, 2025 | Sep 10, 2025–Mar 9, 2026 |
|---|---|---|
| Base Salary (annualized, USD) | $200,000 under interim arrangement | $360,000 equivalent ($30,000 per month) under six‑month Employment Agreement |
| Agreement Term | Interim arrangement (disclosed mid‑year adjustment) | Six-month term commencing Sep 10, 2025; auto-terminates unless renewed |
| Discretionary Bonus Eligibility | Committee discretion; not metric-based | Committee discretion; not metric-based |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Discretionary cash bonus | Committee discretion | Not disclosed | Not disclosed | Not disclosed | N/A |
| Equity awards (RSUs/PSUs/options) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Employment Agreement: if terminated without Cause or for Good Reason, any stock options, restricted share grants or other benefits under Company plans become fully vested; options exercisable per plan terms . |
No specific performance metrics (revenue growth, EBITDA, TSR percentile, ESG) tied to Pruitt’s incentives are disclosed. Forward’s pay‑versus‑performance section notes CAP alignment with TSR due to equity mix at the company level, not individual metric targets .
Equity Ownership & Alignment
| Metric | Record Date (FY2025 Proxy, Q2) | Record Date (Special Proxy, Q3) |
|---|---|---|
| Shares Beneficially Owned | 0 (0.0%) | 0 (0.0%) |
| Vested vs Unvested | Not disclosed | Not disclosed |
| Options (Exercisable/Unexercisable) | Not disclosed | Not disclosed |
| Shares Pledged as Collateral | Not disclosed | Not disclosed |
| Ownership Guidelines | Not disclosed | Not disclosed |
Company’s 2021 Equity Incentive Plan was amended to increase authorized shares for awards to 429,100, with clawback/recoupment provisions and Change-in-Control definitions; Pruitt signed the amendment as Interim CEO on June 19, 2025 .
Employment Terms
| Provision | Terms |
|---|---|
| Title/Duties | CEO role with duties customary for a public-company CEO; Board may change position, including demotion, without salary reduction; change in duties is not Good Reason . |
| Term | Six months starting Sep 10, 2025; terminates unless mutually extended . |
| Base Salary | $30,000 per month; withholding per law; expenses reimbursed . |
| Severance | If terminated without Cause or Executive terminates for Good Reason: lump sum of three months of Salary within 15 days of termination; accrued salary/benefits and expense reimbursement; full vesting of any options/restricted stock/other benefits under Company plans . |
| “Cause” | Willful misconduct materially injurious to the Company; willful failure/neglect after notice; felony or crime of moral turpitude; violations of fiduciary duty/insider trading policy; failure to cooperate with investigations; immediate effect upon notice; forfeiture of unexercised awards . |
| “Good Reason” | Decrease in Salary; material breach of the Agreement by Company; failure of Successor to assume obligations; notice requirements and 30‑day cure; termination notice timing constraints . |
| Clawback | Company will apply recovery as required by applicable law/stock exchange rules; awards subject to clawback policies . |
| Restrictive Covenants | Non-disparagement; cooperation; return of company property; blue‑penciling for enforceability; whistleblower protection; no explicit non‑compete/non‑solicit in Agreement, but Plan provides recoupment for competing or soliciting personnel post‑termination . |
| Indemnification/D&O | Company will indemnify Pruitt to fullest extent permitted; maintain D&O coverage during Term and for six years thereafter, no less favorable than other officers/directors; advancement of expenses . |
| Governing Law | New York . |
Compensation Structure Analysis
- Shift in guaranteed cash: interim base of $200,000 effective May 16, 2025 increased to $30,000 per month ($360,000 annualized) under the Employment Agreement effective Sep 10, 2025, indicating higher fixed cash during the formal term .
- At‑risk pay: No disclosed RSU/PSU/option awards to Pruitt in 2025 proxies; bonus is fully discretionary rather than formulaic, suggesting limited pay‑for‑performance linkage at the executive level for this interim period .
- Equity plan governance: Plan amended to expand share pool and includes broad clawback/forfeiture triggers (including competing/soliciting), which functionally discourages hedging/misalignment behaviors .
Related Party Transactions and Risk Indicators
- Amergent Hospitality Group (where Pruitt serves as Chairman & CEO) filed Chapter 11 in July 2024; a track record risk flag relevant to execution risk assessment, though separate from Forward .
- No disclosures of pledging of Forward Industries stock, hedging, tax gross‑ups, or repricing/modification of equity awards for Pruitt in reviewed documents .
- No Form 4 insider trading data for Pruitt retrieved in the documents reviewed; proxies and 8‑Ks do not include insider transaction details. Separate Form 4 sourcing would be required for trade pattern assessment (not in this report).
Performance & Track Record
- Major leadership roles across public companies and boards (Chanticleer/Amergent; IMAC; Amaze; Hooters), indicating broad operating and governance experience .
- Company‑level pay‑versus‑performance disclosure indicates CAP tracked downward with TSR during 2022–2024 due to equity fair value decline; not directly tied to Pruitt’s tenure, but informs Forward’s compensation context .
Fixed Compensation (Detail Table)
| Component | Amount | Effective Dates |
|---|---|---|
| Base salary – Interim arrangement | $200,000 (annualized) | May 16, 2025 – pre‑Employment Agreement |
| Base salary – Employment Agreement | $30,000 per month ($360,000 annualized) | Sep 10, 2025 – six‑month term |
| Bonus eligibility | Discretionary (Committee) | Ongoing; not formulaic |
Equity Ownership & Alignment (Detail Table)
| Record Date | Shares Owned | % Outstanding | Notes |
|---|---|---|---|
| FY2025 Annual Proxy (record date; 1,125,998 shares outstanding) | 0 | 0.0% | Pruitt listed as director/executive officer . |
| Special Meeting Proxy (record date; 1,718,181 shares outstanding) | 0 | 0.0% | Pruitt listed as director/executive officer . |
Employment Terms (Change‑in‑Control and Vesting)
- 2021 Equity Incentive Plan CIC definition covers ownership/voting control changes, mergers where prior holders <50%, asset sales, and board turnover; awards subject to clawback/recoupment and amendment constraints; no blanket CIC acceleration disclosed in the plan text excerpted .
- Employment Agreement provides single‑trigger acceleration of equity upon termination without Cause or for Good Reason; severance equals three months of Salary in lump sum .
Investment Implications
- Alignment: Pruitt currently shows no ownership in Forward stock (0%), reducing direct “skin‑in‑the‑game”; however, plan amendments expand capacity for future equity grants, and the Employment Agreement accelerates vesting upon qualifying terminations, which can mitigate retention risk but may weaken performance tethering without disclosed metrics .
- Retention risk: Six‑month term, demotion permitted without salary decrease, and modest severance (three months) suggest a flexible, interim structure; absence of explicit non‑compete/non‑solicit in the Employment Agreement raises portability, partially offset by plan forfeiture/recoupment for competing/soliciting .
- Pay‑for‑performance: Discretionary bonus without defined targets and no disclosed equity grants for Pruitt during 2025 limit confidence in incentive alignment; company‑level disclosures tie CAP to TSR via equity mix, but specific executive scorecards are absent .
- Governance signals: Indemnification/D&O protections are robust; salary increased from $200k to $30k/month under the Employment Agreement, implying higher fixed pay during the term without stated performance conditions—monitor future proxies for any equity awards, metric‑based incentives, and ownership guideline adoption .