George S. Mayes, Jr.

About George S. Mayes, Jr.

Independent Chairman of the Board at Forward Air Corporation since February 6, 2024; director since 2021; age 66. Founder and CEO of LeanVue, LLC; prior roles include COO and interim CEO at Diebold, COO at Tinnerman Palnut, and VP Manufacturing at Stanley Fastening Systems. Education: B.S. in Engineering from the United States Military Academy at West Point; NACD certified in cyber risk oversight. The Board identifies him as an independent director under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independent Chairman since Feb 6, 2024; Board has separated Chair and CEO roles to focus the CEO on operations and integration while the Chair leads Board oversight .
• Committee assignments: Chair, Compensation Committee; member, Executive Committee; member, Corporate Governance & Nominating Committee; not on Audit Committee .
• Independence: All directors other than the CEO are independent; Mayes is listed among independent directors .
• Executive sessions: Independent directors meet at least quarterly without management; the Chair presides .
• Attendance: Board held 35 meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings; six directors attended the 2024 annual meeting .
• Shareholder agreements and board dynamics: Ridgemont Equity Partners (REP) has two board nominees and EVE-related holders have one nominee pursuant to Omni acquisition agreements; nominees include Anderson, Edwards, and Hodge. Standstill and voting provisions apply to these major holders .

Fixed Compensation

• Director pay structure (policy): Annual cash retainer $85,000; Independent Chair additional $125,000; Committee Chair fees $20,000 (Audit, Compensation, Corporate Governance & Nominating); Committee membership fees $10,000 for non-Chairs; Lead Independent Director fee $50,000 if applicable. Reasonable travel and education expenses reimbursed .
• 2024 actual cash received: | Name | Fees Paid in Cash ($) | Notes | |---|---|---| | George S. Mayes, Jr. | 176,250 | Includes role-based fees; reflects 2024 service as Independent Chair and committee roles |

Performance Compensation

• Annual director equity policy: Grant on first business day after each Annual Meeting; vests by the earlier of the day prior to the next Annual Meeting or first anniversary of grant; deferral to DSUs available; DSUs accrue dividend equivalents .
• 2024 grant mechanics: Due to insufficient shares, only Gorjanc and Boyles received $130,000 restricted shares; all other non-employee directors (including Mayes) received a 2024 Director Award valued at $130,000 intended to be cash-settled unless sufficient shares become available and the Board elects share settlement; amount expected to remain for 2025 .
• 2024 actual equity value: | Name | Stock Awards ($) | Instrument | |---|---|---| | George S. Mayes, Jr. | 130,000 | 2024 Director Award (restricted/tracking/DSU per ASC 718; cash-settled unless shares available) |

Other Directorships & Interlocks

• Current public company boards: Stoneridge, Inc. (director) .
• Compensation Committee interlocks: None in 2024; no related party transactions involving Compensation Committee members; no executive officer cross-directorship interlocks disclosed .

Expertise & Qualifications

• Core competencies: Operations and supply chain leadership; global manufacturing; board governance; cyber risk oversight (NACD certification) .
• Independent leadership: Serves as independent Chair and Compensation Committee Chair; Board emphasizes annual evaluations and governance guidelines; no Lead Independent Director while an independent Chair is in place .

Equity Ownership

• Independent director stock ownership guidelines: Required to own Company Common Stock equal to at least 5x the annual cash retainer within 5 years of joining the Board; unvested restricted stock counts; fluctuations in stock price caused several directors to fall out of compliance in 2024; Board monitoring continues .

Director Compensation Summary (2024)

Governance Assessment

• Strengths:
  • Independent Chair and majority-independent Board; robust executive sessions; clear separation of Chair and CEO during integration and turnaround phase .
  • Compensation Committee chaired by Mayes, uses independent consultant (Meridian) with no conflicts; comprehensive clawback and recoupment policies; prohibition on executive hedging/pledging; no excise/perquisite tax gross-ups .
  • Active oversight via frequent Board meetings (35 in 2024) and annual Board/committee evaluations; ESG oversight through Corporate Governance & Nominating Committee .
• Watch items / potential red flags:
  • Major shareholders REP and EVE maintain board nomination rights and transfer/vote provisions post-Omni acquisition—heightens oversight demands on independent Chair and committees to manage potential influence and conflicts .
  • Director ownership guideline compliance: several directors fell out of compliance due to stock price declines in 2024 (individual director status not disclosed)—alignment risk to monitor until compliance is restored .
  • Say-on-pay support declined to 79.3% in 2024 from 92.2% in 2023, reflecting investor skepticism post-acquisition; Committee added TSR payout cap at 100% when absolute TSR is negative for 2025 to address feedback .
• Overall: Mayes brings deep operations/supply chain expertise and independent leadership, now concentrated as Chair and Compensation Committee Chair. With private equity designees on the Board and evolving capital structure, his committee leadership and adherence to clawback/ownership policies are key to investor confidence; continued transparency on director ownership compliance and rigorous management of shareholder-nominated directors will be critical .