Doug Smith
FORWARD AIRAbout Doug Smith
Doug Smith, age 55, has served as Forward Air’s Chief People Officer (CPO) since December 2024, following senior HR leadership roles at Roadrunner Transportation Systems (SVP HR, Apr 2019–May 2020) and CEVA Logistics (SVP HR, May 2021–Nov 2024) . Forward’s executive pay design ties realized compensation to company performance via Operating Income, Consolidated EBITDA, Unlevered Free Cash Flow, and Relative TSR percentile versus a peer set, with clawbacks and ownership/retention rules that bind all executive officers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Roadrunner Transportation Systems | Senior Vice President, Human Resources | Apr 2019 – May 2020 | Human resources leadership |
| CEVA Logistics | Senior Vice President, Human Resources | May 2021 – Nov 2024 | Human resources leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in proxy | — | — | No external board/director roles disclosed for Doug Smith in 2025 proxy materials |
Fixed Compensation
- Forward’s NEO program (2024) comprised base salary, annual incentive, long-term equity incentives, one-time retention awards, and retirement/other benefits; specific 2024 amounts for Doug Smith were not disclosed in the proxy .
- The CPO participates in executive pay processes and typically presents design changes and individual pay level recommendations to the Compensation Committee (excluding his own compensation) .
Performance Compensation
- Key program metrics for executive pay: Operating Income, Consolidated EBITDA, Unlevered Free Cash Flow, and Relative TSR percentile versus a peer group .
- Annual cash incentive structure (illustrative, 2023 framework for NEOs): 80% Corporate Performance (Operating Income) and 20% Individual Performance; corporate payout scaled 0–300% based on Operating Income levels with straight-line interpolation .
| Metric | Weighting | Target (2023) | Actual (2023) | Payout Framework |
|---|---|---|---|---|
| Corporate Operating Income | 80% | $267,255k | $95,276k | 0–300% of target based on performance; 2023 payout 0% based on results |
| Individual Objectives | 20% | Role-specific | Role-specific | 0–120% of target |
- Long-term incentives: Executives receive a mix that includes time-based restricted stock vesting equally over three years and performance share units tied to TSR over a multi-year performance period (e.g., awards commencing in 2024 ending Dec 31, 2026); minimum restriction periods are 12 months for performance-based awards and generally 36 months for time-based awards under the 2025 Omnibus Plan .
Equity Ownership & Alignment
| Policy Element | Details |
|---|---|
| Executive Stock Ownership Guidelines | CEO: 6× base salary; Presidents/COO/CFO/CCO/CLO: 3×; All other executive officers: 2× base salary |
| Retention Requirement | Until achieving guideline, executives must retain 50% of net shares acquired through company stock awards/vesting; unvested restricted stock counts toward compliance; options and unearned PSUs do not |
| Hedging/Pledging | Hedging and pledging of company securities are prohibited; margin accounts disallowed |
| Compliance Status | In 2024, stock price volatility caused executives to fall out of compliance; Board is monitoring and may take actions to address noncompliance |
| Beneficial Ownership Disclosure | Security ownership tables list directors and NEOs; Doug Smith was not individually enumerated in the 2025 proxy’s beneficial ownership table |
| Change-in-Control Treatment | Double-trigger vesting since 2016: no acceleration unless awards are not assumed or the executive is involuntarily terminated within 24 months of a change in control |
| 2025 Omnibus Plan Share Pool | 1,300,000 shares available for awards to employees, officers, and directors, replacing the 2016 Plan upon shareholder approval |
Employment Terms
- Severance plan participation: CPOs and selected executives participate in the Severance Plan (effective 2013; amended 2021), with corporate objectives to retain leadership through upheaval and enable support of shareholder-beneficial transactions .
| Benefit Category | General Severance (No Change in Control) | Severance Within Two Years After Change in Control |
|---|---|---|
| Cash Severance | CEO: 2× base salary; C-Suite: 1.5× base; Others: 1× base | 2× (base salary + target annual incentive) |
| Annual Incentive | Pro-rata annual incentive for year of termination based on actual results, less any already paid | Pro-rata target annual incentive for year of termination, less any already paid |
| Healthcare Assistance | COBRA premium differential for 18 months (NEOs other than CEO) and 24 months (CEO) | COBRA premium differential for 24 months |
| Outplacement | Up to $20,000 employer-paid services for 12 months | Up to $20,000 employer-paid services for 12 months |
- Omni acquisition supplement: Involuntary “not-for-cause” terminations between Mar 15, 2024 and Dec 31, 2025 receive change-in-control severance treatment and acceleration of unvested equity under the 2016 Plan .
- Restrictive covenants: Senior executives enter standard agreements including non-compete, non-solicit, confidentiality, and non-disparagement; recent durations include 18 months post-employment for CFO and 24 months for the former CEO, with perpetual confidentiality obligations .
- Clawbacks: Dodd-Frank compliant clawback (effective Oct 2, 2023) applies to all current/former executive officers upon financial restatements; an additional recoupment policy allows recovery in broader circumstances (e.g., material negative revisions, Code of Conduct violations, reckless supervision) .
- Governance protections: Double-trigger vesting on LTI awards upon change in control; no excise tax gross-ups; no significant perquisites; no repricing/backdating without shareholder approval .
Investment Implications
- Alignment and retention: Ownership guidelines (2× base for “other executive officers”), mandatory net-share retention, and bans on hedging/pledging support alignment but may constrain liquidity and create periodic selling pressure around vest dates; 2024 noncompliance due to price swings indicates monitoring risk for forced retention and potential incremental open-market purchases/sales to regain compliance .
- Event-driven economics: The Omni supplement temporarily elevates severance economics and accelerates equity for involuntary terminations through year-end 2025, modestly increasing event-driven payout risk and potential supply from award settlements under certain scenarios .
- Pay-for-performance signal: Compensation levers tied to Operating Income, EBITDA, FCF, and relative TSR, with clawbacks and risk mitigators, suggest future payouts will be sensitive to operational execution and integration delivery; annual incentive weighting (80% corporate Operating Income / 20% individual) and prior-year zero payout on Corporate Operating Income underscores downside sensitivity in weak operating environments .
- What to monitor: Form 4 filings around RSU/PSU vesting windows and any 8-K 5.02 filings for CPO-specific offer terms; compliance progress with ownership guidelines; any severance-plan amendments post-Jan 14, 2026 (e.g., removal of pro-rata annual incentive benefit absent CoC) that could alter termination economics .