Christine M. Gorjanc
FORWARD AIRAbout Christine M. Gorjanc
Independent director of Forward Air Corporation (FWRD) since 2024; age 68. Former CFO of NETGEAR and Arlo Technologies; experienced audit chair and NACD-certified director. Current external roles include lead director and audit committee member at Juniper Networks and audit committee chair at Polestar. Board independence affirmed by FWRD, with Audit Committee financial expert designation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NETGEAR, Inc. | Chief Financial Officer; previously Chief Accounting Officer and VP Finance | CFO Jan 2008–Aug 2018; CAO Dec 2006–Jan 2008; VP Finance Nov 2005–Dec 2006 | Led finance for global tech company; depth in operations, supply chain, IT; financial expertise |
| Arlo Technologies, Inc. | Chief Financial Officer | Aug 2018–Jun 2020 | CFO of intelligent cloud infrastructure/mobile app platform company |
| Invitae, Inc. | Interim Chief Executive Officer | Jul–Aug 2023 | Later period preceded Chapter 11 filing in Feb 2024 (see Red Flags) |
| Invitae, Inc. | Director; Audit Committee Chair; Compensation Committee member | 2015–Aug 2024 | Chaired audit; compensation committee service |
| Zymergen, Inc. | Director | Mar 2021–Oct 2022 | Board service at biotechnology company |
| Shapeway Holdings, Inc. | Director | Apr 2023–Jul 2024 | Board service at publicly-traded digital manufacturing platform |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Juniper Networks | Director; Lead Director; Audit Committee member | Since May 2019 | Lead independent director; audit committee oversight in secure AI-driven networks |
| Polestar | Director; Audit Committee Chair | Joined Oct 2024 | Chairs audit committee at electric performance car brand |
Board Governance
- Independence: Independent director under Nasdaq rules; only the CEO is non-independent.
- Committee assignments: Audit Committee Chair (Audit Committee financial expert); Executive Committee member.
- Committee activity: 2024 meetings—Audit 10; Compensation 10; Corporate Governance & Nominating 5; Executive 0.
- Board engagement: Board held 35 meetings in 2024; all incumbent directors attended at least 75% of aggregate Board and committee meetings; executive sessions of independent directors at least quarterly.
- Board leadership: Independent Chairman (no Lead Independent Director while Chair is independent).
Fixed Compensation
| Component | Value/Policy | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $85,000 | 2024 structure expected to continue in 2025 |
| Independent Chairman additional retainer | $125,000 | Created in 2024 |
| Lead Independent Director additional retainer (if any) | $50,000 | Applies when a Lead Independent Director is appointed |
| Committee Chair additional retainer | $20,000 | Audit; Corporate Governance & Nominating; Compensation chairs |
| Committee member additional retainer | $10,000 | Non-chair members of Audit, Compensation, CG&N |
| Travel/education reimbursements | Reasonable travel; director education expenses reimbursed | Policy applies to all directors |
| Christine M. Gorjanc—2024 cash fees | $34,038 | Paid in cash for partial-year service |
Performance Compensation
- Director equity program: Annual equity award granted the first business day after each annual meeting; vests on the earlier of the day prior to the next annual meeting or first anniversary of grant; directors may elect deferral into deferred stock units with dividend equivalents.
- 2024 director awards: Due to share availability constraints, restricted shares valued at $130,000 were issued to Gorjanc and Boyles; other directors received substantially similar awards to be cash-settled unless shares become available.
- 2024 dividends: No dividends paid on non-vested restricted shares or dividend equivalents credited in 2024.
- Gorjanc—2024 stock award: $130,000; total 2024 director compensation $164,038.
Performance oversight context (executive plan metrics for pay-for-performance alignment):
| Metric | Weight | Target | FY2024 Result | Payout % |
|---|---|---|---|---|
| Consolidated EBITDA (per Credit Agreement) | 70% | $325,000,000 | $308,000,000 | 80% |
| Unlevered Free Cash Flow (H2 2024) | 30% | $131,000,000 | $151,000,000 | 125% (reduced to 0% at Committee discretion) |
| Total Annual Incentive Payout | — | — | — | 56% of target (after discretion) |
Other Directorships & Interlocks
| Company | Shared ties with FWRD stakeholders | Potential interlock/conflict notes |
|---|---|---|
| Juniper Networks | None disclosed with FWRD | Technology networking; no FWRD related-party exposure disclosed |
| Polestar | None disclosed with FWRD | Automotive OEM; no FWRD related-party exposure disclosed |
| Invitae; Zymergen; Shapeway Holdings | Prior board roles | No related-party transactions reported by FWRD Audit Committee beyond noted items |
Expertise & Qualifications
- Financial expertise: Former CFO at NETGEAR and Arlo; Audit Committee Chair experience at multiple companies; designated Audit Committee financial expert at FWRD.
- Operations/IT/supply chain: Experience in operations, supply chain, and information technology in international tech companies.
- Governance credentials: NACD director certification; current lead director role at Juniper.
Equity Ownership
| Holder | Class | Beneficially Owned | May Acquire Within 60 Days | Percent of Class |
|---|---|---|---|---|
| Christine M. Gorjanc | Company Common Stock | 6,963 | — | * (<1%) |
| Christine M. Gorjanc | Series B Preferred Units | — | — | — |
| Unvested/deferred units | DSUs/non-vested restricted shares outstanding (12/31/2024) | 6,963 | — | — |
Stock ownership guidelines:
- Independent directors must own shares equal to 5x annual cash retainer; five-year compliance window; unvested restricted stock counts; several directors fell out of compliance in 2024 due to stock price fluctuations; Board monitoring ongoing.
Governance Assessment
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Strengths
- Independent director with deep CFO and audit leadership; Audit Committee Chair and financial expert status support robust financial reporting oversight.
- Demonstrated engagement: Board met 35 times in 2024; all incumbent directors met ≥75% attendance; independent director executive sessions at least quarterly.
- Balanced director pay mix (cash + equity) and ownership guidelines align long-term incentives with shareholder interests.
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Risks/RED FLAGS
- Prior bankruptcy involvement: Invitae entered Chapter 11 in Feb 2024 following her interim leadership period—heightens scrutiny of risk oversight and turnaround contexts at prior roles.
- Say-on-Pay trend: 2024 advisory vote approval fell to ~79.3% from 92.2% in 2023, reflecting investor skepticism post-Omni Acquisition; Board/Committee acknowledged and adjusted LTI caps prospectively.
- Ownership guideline compliance: Several independent directors fell out of compliance due to stock price volatility; although a five-year window applies, this is a potential alignment concern until rectified.
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Conflicts/Related Parties
- No related-party transactions disclosed involving Gorjanc; Audit Committee reviewed related person transactions and reported none other than specified items (e.g., employee family compensation).
-
Compensation Committee Practices
- Independent consultant (Meridian) engaged solely for pay/governance; no conflicts; use of clawbacks, double-trigger CIC vesting, and anti-hedging/pledging policies.
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Compensation Peer Group Oversight
- TSR performance share peer group includes 14 transportation/logistics companies (ArcBest, CHRW, EXPD, JBHT, KNX, LSTR, MRTN, ODFL, HUBG, SAIA, SNDR, WERN, XPO, Heartland), reinforcing relative performance benchmarking.
Overall implication: Gorjanc’s audit leadership and multi-company CFO background bolster FWRD’s board effectiveness in financial oversight; however, prior bankruptcy exposure at Invitae and recent shareholder pay concerns warrant ongoing monitoring of governance and pay-for-performance alignment.