Dale W. Boyles
FORWARD AIRAbout Dale W. Boyles
An independent director since 2024, age 64, Boyles is a CPA with deep CFO and audit experience across industrials and consumer sectors. He has served as CFO of Warrior Met Coal, Inc. since January 2017 (following a consulting stint in Nov–Dec 2016), and previously held senior finance roles at Noranda Aluminum (CFO; oversaw its voluntary Chapter 11 reorganization in 2016) and Hanesbrands (Operating CFO, Interim CFO, and Chief Accounting Officer), after earlier service as an Audit Partner at KPMG and Controller at Collins & Aikman. He holds a B.S. in Accounting from the University of North Carolina–Charlotte and was nominated to FWRD’s Board by a non‑management director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warrior Met Coal, Inc. | Chief Financial Officer | Jan 2017–present | Executive finance leader; appointed CFO Jan 2017, following consulting in Nov–Dec 2016 |
| Noranda Aluminum Holding Corp. | Chief Financial Officer | Nov 2013–Nov 2016 | Oversaw voluntary Chapter 11 reorganization in 2016 |
| Hanesbrands, Inc. | Operating CFO; Interim CFO; VP, Controller & Chief Accounting Officer | 2006–Jun 2012 (Operating CFO Oct 2011–Jun 2012; Interim CFO May–Oct 2011; CAO 2006–May 2011) | Led finance operations and SEC/reporting controls |
| KPMG LLP | Audit Partner, Consumer & Industrial Markets | 1997–2006 | Public company audit leadership |
| Collins & Aikman Corporation | Corporate Division Controller | 1993–1996 | Division financial control |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Warrior Met Coal, Inc. | Chief Financial Officer | Public | U.S.-based supplier of metallurgical coal; Boyles appointed CFO Jan 2017 |
| Noranda Aluminum Holding Corp. | Chief Financial Officer (former) | Former NYSE | Oversaw Chapter 11 reorganization in 2016 |
No other public company board service is disclosed for Boyles.
Board Governance
- Committee assignments: Audit Committee member (designated Audit Committee Financial Expert) and Compensation Committee member; not a chair.
- Independence: Board affirmed Boyles is independent under Nasdaq rules; all current directors other than the CEO are independent.
- Attendance: In 2024, the Board held 35 meetings; all incumbent directors attended at least 75% of Board and applicable committee meetings. Executive sessions of independent directors occur at least quarterly.
- Years of service: Director since 2024; nominated by a non-management director.
- Lead independent director: None currently, as the Chairman is independent; the Board will appoint a Lead Independent Director if roles are combined in the future.
Fixed Compensation
| Year | Fees Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 34,038 | 130,000 | — | 164,038 |
- Non-employee director cash program structure (2024, expected to continue in 2025): $85,000 annual cash retainer; +$125,000 for independent Chairman; +$50,000 for Lead Independent Director (if any); +$20,000 for committee chairs (Audit, Compensation, Corporate Governance & Nominating); +$10,000 for non-chair committee members. Reasonable travel and education expenses reimbursed.
- Annual equity grant: Each non-employee director receives an Annual Grant on the first business day after the Annual Meeting; vests on the earlier of the day before the next Annual Meeting or first anniversary of grant. In 2024, due to insufficient shares, Boyles received restricted shares valued at $130,000 (others received cash-settled tracking awards providing substantially similar compensation). Amount expected to remain $130,000 in 2025.
Performance Compensation
| Component | Grant Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual Director Grant (2024) | Restricted shares | 130,000 | Earlier of day before next Annual Meeting or 1-year anniversary; service-based | None disclosed (director equity awards are time-based) |
| Deferral feature | Deferred stock units (optional) | N/A | Shares issued upon board departure if elected; dividend equivalents accrue as additional RSUs | Not applicable to performance |
Directors do not receive options or performance-based equity; director equity is time-based.
Other Directorships & Interlocks
- Compensation Committee interlocks: None—during fiscal 2024, members (including Boyles) were not officers/employees, there were no related transactions requiring disclosure, and no executive officer of FWRD served on another company’s board or compensation committee forming an interlock.
- Major shareholder nomination rights (context): Certain other directors were nominated by Ridgemont Equity Partners (two seats) and EVE-related holders (one seat) per Omni Acquisition Shareholders Agreements; Boyles was nominated by a non-management director (i.e., not by major shareholders).
Expertise & Qualifications
- CPA with extensive accounting, reporting, internal controls, and restructuring experience; designated Audit Committee Financial Expert.
- Senior finance leadership across mining, metals, consumer apparel, and public company audit; Board highlights his qualifications in accounting principles, financial reporting, and internal controls.
- Education: B.S. in Accounting, UNC–Charlotte.
Equity Ownership
| Holder | Class | Beneficially Owned (Shares/Units) | Acquirable within 60 days | Percent of Class | Percent of Total Voting Power |
|---|---|---|---|---|---|
| Dale W. Boyles | Company Common Stock | 6,963 | — | * | * |
| Dale W. Boyles | Company Series B Preferred Units | — | — | — | — |
- Unvested director awards outstanding at 2024 year-end: 6,963 deferred stock units and/or non‑vested restricted shares.
- Director stock ownership guidelines: Independent directors must own stock equal to at least 5× the annual cash retainer; five-year compliance window; unvested restricted stock counts. Board noted stock price fluctuations caused several directors to fall out of compliance in 2024 and is monitoring progress.
Governance Assessment
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Strengths
- Independence and committee effectiveness: Boyles is independent, sits on Audit and Compensation, and is an SEC-defined Audit Committee Financial Expert—enhancing oversight of financial reporting, controls, and pay governance.
- Attendance and engagement: Board held 35 meetings in 2024 with all incumbents meeting at least 75% attendance; independent director executive sessions at least quarterly—supporting robust oversight.
- Alignment mechanisms: Annual director equity with service-based vesting and strict stock ownership guidelines promote alignment; hedging/pledging prohibitions for executive officers and clawback frameworks reinforce governance tone.
- Conflict review: Related-party transactions are reviewed/approved by Audit Committee; no related-party transactions disclosed involving Boyles.
-
Watch items / potential red flags
- Ownership guideline compliance variability: Board disclosed several directors fell out of compliance due to stock price fluctuations in 2024; while not specific to Boyles, ongoing monitoring is noted.
- Broader investor sentiment: Say‑on‑pay support declined to ~79.3% in 2024 from 92.2% in 2023 amid post‑Omni acquisition changes—an environment requiring continued transparency in compensation/governance practices.
- External time commitments: Boyles’ continuing CFO role at Warrior Met Coal may constrain time; no interlocks or related‑party exposures disclosed, but ongoing oversight of director capacity remains prudent.
Overall signal: Boyles adds seasoned CFO/audit expertise and is positioned to strengthen Audit and Compensation oversight. No disclosed conflicts or attendance concerns; alignment via equity and ownership guidelines is present, with Board monitoring guideline compliance amid share price volatility.