Charles L. Anderson
FORWARD AIRAbout Charles L. Anderson
Independent director since 2024; age 41. Partner at Ridgemont Equity Partners (REP) since 2019, with prior professional experience at Crestview Partners and J.P. Morgan’s investment banking business. MBA, Harvard University; BA in Economics, Washington and Lee University. Selected to the Board as REP’s designee under shareholder nomination rights established in connection with the Omni Acquisition .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan | Investment banking (professional experience) | Not disclosed | Early career finance exposure |
| Crestview Partners | Private equity (professional experience) | Not disclosed | Investing/transaction experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ridgemont Equity Partners | Partner | 2019–present (joined firm in 2014) | Private equity sponsor experience; portfolio oversight |
| Various private companies (business and tech-enabled services) | Director (portfolio board roles) | Not disclosed | Boards of several private companies (names not disclosed) |
Board Governance
- Independence: Board determined Anderson is independent under Nasdaq rules; the only non-independent director is the CEO .
- Nomination source: REP designee per shareholders agreement tied to the Omni deal; REP holds ongoing rights to nominate two directors subject to ownership thresholds and standstill/voting covenants .
- Attendance: Board met 35 times in 2024; all incumbent directors attended at least 75% of aggregate Board and committee meetings; six directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least quarterly .
- Lead director/Chair: Independent Chairman separates from CEO; no Lead Independent Director while Chair is independent .
Committee assignments (2024 activity and current composition)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation | Member | 10 |
| Audit | Not a member | 10 |
| Corporate Governance & Nominating | Not a member | 5 |
| Executive | Not a member | 0 |
- Compensation Committee interlocks: None—no officer cross-served with other companies’ compensation committees; Anderson served on the Compensation Committee in 2024; no related transactions requiring disclosure for committee members .
- Compensation consultant: Meridian retained by the Compensation Committee; Board noted no conflicts of interest .
Fixed Compensation (Director)
| Year | Cash Fees ($) | Equity/Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 61,325 | 148,072 | 209,397 |
Program structure:
- Annual cash retainer for non-employee directors $85,000; additional $10,000 for committee membership; $20,000 for committee chairs; Independent Chairman receives $125,000; Lead Independent Director (if any) $50,000 .
- Director stock ownership guideline: minimum ownership equal to 5× annual cash retainer; 5-year compliance window; unvested restricted stock counts; if noncompliant after 5 years, must retain 100% of shares until compliant. Fluctuations in 2024 caused several directors to fall out of compliance; Board monitors progress .
Performance Compensation (Director)
| Element | Value/Design | Vesting/Settlement |
|---|---|---|
| Annual equity grant (typical) | Board determines annually (targeted at ~$130,000 for 2024 peers) | Vests on earlier of day before next annual meeting or first anniversary of grant; deferral allowed into DSUs with dividend equivalents |
| Anderson 2024 equity awards (aggregate fair value) | $148,072 | As granted under the Company’s director award framework; 2024 used restricted shares for some directors and cash-settled tracking awards for others due to share availability |
Notes:
- In 2024, insufficient plan shares led to cash-settled director awards for certain directors; restricted shares of ~$130,000 were granted to two directors; others received awards intended to be settled in cash unless shares became available and the Board elected stock settlement .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private company boards | Serves on boards of several private portfolio companies (names not disclosed) |
| Interlocks (SEC-defined) | None in 2024 for Compensation Committee members |
Expertise & Qualifications
- Private equity investor with board and investment management experience expected to inform strategy and capital allocation; nominated by a security holder (REP) .
- Education: MBA (Harvard), BA Economics (Washington and Lee) .
Equity Ownership
| Security | Beneficially Owned | Acquirable within 60 days | Total | % of Class | % of Total Voting Power |
|---|---|---|---|---|---|
| Company Common Stock | 1,910,615 | 3,185,799 | 5,096,414 | 15.2% | 11.8% |
| Company Series B Preferred Units | 3,185,799 | — | 3,185,799 | 33.5% | — |
Breakdown: Includes small direct holdings (451 shares) and significant holdings through REP entities (REP Coinvest III-A Omni, REP Coinvest III-B Omni, REP FAOM III-S; REP Omni Holdings LP holds exchangeable Opco Units/Series B Preferred Units; REP Affiliates III LP holds additional units). Anderson disclaims beneficial ownership except to the extent of his pecuniary interest . Ridgemont Group aggregate beneficial ownership is also disclosed via Schedule 13D, including common and exchangeable Series B Preferred Units positions .
No pledging/hedging by directors is permitted under Company policy; hedging/pledging is listed among practices the Company does not allow for executive officers, with broader restrictions under insider trading policies, but director-specific pledging disclosures are not noted for Anderson .
Governance Assessment
- Strengths: Independent status; active role on Compensation Committee; robust governance framework with quarterly executive sessions and independent Chair; use of an independent compensation consultant; clear director ownership guidelines to promote alignment .
- Ownership alignment: Significant beneficial ownership via REP affiliates (common plus exchangeable preferred units) aligns economic interests with equity holders, potentially strengthening oversight incentives .
- Sensitivities/Potential conflicts: REP nomination rights under shareholder agreements and Anderson’s sponsor affiliation (plus Compensation Committee membership) warrant monitoring for independence of pay-setting and broader Board decisions; agreements include standstill, voting covenants (vote for Board nominees), and transfer restrictions, which mitigate some activism risks but signal sponsor influence .
- Investor feedback signal: 2024 say-on-pay approval declined to ~79.3% from 92.2% in 2023 amid Omni integration and capital structure changes—Board/Committee responsiveness (e.g., TSR award caps when absolute TSR is negative) suggests engagement but ongoing scrutiny remains warranted .
RED FLAGS to monitor: Sponsor-affiliated director on Compensation Committee (independence affirmed, but affiliation plus large beneficial stake can create perceived influence) . Decline in say-on-pay support indicates investor concern; continued responsiveness is critical .