Jamie Pierson
FORWARD AIRAbout Jamie Pierson
Jamie Pierson, age 55, has served as Forward Air’s Chief Financial Officer since May 20, 2024 (interim) and was appointed CFO on a permanent basis on July 3, 2024. He holds a BBA (Finance/Accounting) and an MBA (Finance/Entrepreneurship) from the University of Texas . In 2024, Forward prioritized covenant compliance and liquidity following the Omni acquisition; results included Consolidated EBITDA of $308M (Credit Agreement basis), 80.5% revenue growth to $2.5B, and a leverage ratio of 5.5x, while operating income moved to a loss driven by a $1.03B goodwill impairment; 2022–2024 PSU payout was 0% on relative TSR, and 2024 annual incentive paid 56% of target, evidencing at‑risk outcomes . 2024 Say‑on‑Pay support declined to 79.3% (from 92.2% in 2023) amid shareholder focus on Omni integration and capital structure; the Compensation Committee responded with design changes and a 2025 TSR award cap when absolute TSR is negative .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Forward Air (FWRD) | CFO (Interim → Permanent) | May 2024–present | Appointed interim CFO 5/20/24; permanent 7/3/24; focus on liquidity, covenant compliance, and stakeholder engagement . |
| MV Transportation | Chief Financial Officer | Sep 2022–Jan 2024 | Led finance for private passenger transportation contractor . |
| Ecobat Technologies | Chief Financial Officer | Jul 2021–Sep 2022 | Led finance for battery recycler . |
| Yellow Corporation (OTC: YELLQ) | Director; Chief Financial Officer | Dec 2019–Nov 2020 | Served on board and as CFO of LTL network and related services . |
| Horizon Global | Interim Chief Financial Officer | Jun 2019–Dec 2019 | Interim finance leadership for towing/accessories manufacturer . |
| PrimeSource Building Products | Chief Financial Officer | Dec 2016–May 2019 | CFO for private distributor . |
| Yellow Corporation (f/k/a YRC Worldwide) | Chief Financial Officer | Nov 2011–Dec 2016 | Multi‑year CFO tenure at LTL carrier . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Yellow Corporation | Director | Dec 2019–Nov 2020 | Public company directorship concurrent with CFO role . |
Fixed Compensation
| Item | 2024 Value | Notes |
|---|---|---|
| Base Salary (annual rate) | $625,000 | Set in Offer Letter dated 7/3/24 . |
| Target Annual Bonus (% of salary) | 75% | Pro‑rated for 2024; max 200% of salary . |
| 2024 Salary Paid (actual) | $300,481 | From Summary Compensation Table . |
| 2024 “Bonus” (one‑time cash) | $250,000 | One‑time cash bonus paid within 30 days of 7/3/24 . |
Performance Compensation
2024 Annual Incentive Plan (AIP)
| Metric | Weight | Target | Actual | Payout result | Committee adjustment | Final AIP payout vs target |
|---|---|---|---|---|---|---|
| Consolidated EBITDA (Credit Agreement) | 70% | $325M | $308M | 80% | N/A | 56% overall (weighted) . |
| Unlevered Free Cash Flow (H2’24) | 30% | $131M | $151M | 125% | Reduced to 0% for alignment with shareholder interests | 56% overall (weighted) . |
Additional 2024 AIP details: 100% corporate metrics (no individual component); range 0–200%; “beyond stretch” 300% opportunity eliminated for 2024 .
Jamie Pierson’s 2024 AIP payout (actual): $131,250 (prorated from service date) .
Long‑Term Incentives (LTI)
| Element | 2024 Target Value | Instrument | Grant/Period | Vesting/Performance | Share counts |
|---|---|---|---|---|---|
| 2024 LTI – Time‑based | $262,500 | Restricted Stock | Granted 7/3/24 | Vests in 3 equal annual installments on 1st–3rd anniversaries of grant date | 19,444 shares . |
| 2024 LTI – Performance | $262,500 | TSR PSUs | Performance period: start 7/3/24 → 12/31/2026 | Relative TSR vs 14‑company peer set; payout 0–200% of target; 4‑quarter average method . | 15,093 target (7,547 thr; 30,186 max) . |
| One‑time equity (sign‑on) | $500,000 | Restricted Stock | Granted 7/3/24 | Vests on first anniversary (1‑year cliff) | 25,707 shares . |
| 2025 Annual LTI eligibility | $1,050,000 | Same form/mix as other executives | Beginning 2025 | As per company program | N/A . |
TSR peer group (for 2024 PSUs): ARCB, CHRW, EXPD, HTLD, HUBG, JBHT, KNX, LSTR, MRTN, ODFL, SAIA, SNDR, WERN, XPO . 2022 PSU cycle (Jan 2022–Dec 2024) paid 0% based on relative TSR .
2024 Total Reported Compensation (NEO SCT)
| Component | Amount |
|---|---|
| Salary | $300,481 |
| Bonus (one‑time) | $250,000 |
| Stock Awards (grant‑date fair value) | $1,025,000 |
| Non‑Equity Incentive (AIP) | $131,250 |
| All Other Compensation | $1,985 |
| Total | $1,708,716 |
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Beneficial ownership (common) | 3,500 shares; <1% of outstanding . |
| Unvested restricted stock (12/31/2024) | 45,151 shares; market value $1,456,120 at $32.25 close on 12/31/24 . |
| Unearned PSUs (target; 12/31/2024) | 15,093 shares; market value $486,749 at $32.25 close on 12/31/24 . |
| Options outstanding | None reported for Pierson . |
| Hedging/Pledging | Company prohibits executive hedging and pledging; Dodd‑Frank clawback and additional recoupment policy in place . |
| Executive ownership guidelines | Company states meaningful executive ownership/retention guidelines; specifics not disclosed in proxy . |
Vesting calendar and potential supply: 25,707 sign‑on RS fully vest on 7/3/2025; 19,444 LTI RS vest in equal annual tranches on 7/3/2025, 7/3/2026, and 7/3/2027; 2024 TSR PSUs cliff‑vest post‑12/31/2026 based on relative TSR performance .
Employment Terms
| Term | Detail |
|---|---|
| Start dates | Interim CFO: 5/20/2024 (consulting at $78,000/month; $150,000 performance bonus opportunity tied to milestones); Permanent CFO: 7/3/2024 (did not receive the $250,000 “transition” payment since selected permanently) . |
| Offer Letter economics | Base salary $625,000; target bonus 75% (max 200%); 2024 pro‑rated LTI target $525,000 (50% RS/50% TSR PSUs); 2025 annual LTI eligibility $1,050,000; one‑time RS $500,000 (1‑year vest); one‑time cash $250,000 . |
| Restrictive covenants | Non‑compete and non‑solicit during employment and for 18 months thereafter; confidentiality, non‑disparagement, publicity, invention assignment covenants . |
| Severance/COC framework | Participant in Executive Severance and Change in Control Plan; double‑trigger equity vesting upon COC . |
| Estimated payouts (as of 12/31/2024) | Involuntary Termination: Severance $937,500; AIP $131,250; Insurance $14,055; Outplacement $20,000; Total $1,102,805. Death/Disability: AIP $131,250; Accelerated Equity $1,545,563; Total $1,676,813. Change in Control: Severance $2,188,000; AIP $131,250; Accelerated Equity $1,942,869; Insurance $18,739; Outplacement $20,000; Total $4,300,858 . |
| Clawbacks/Recoupment | Dodd‑Frank compliant clawback plus additional recoupment policy (e.g., material negative revisions, Code violations) . |
| Retirement/Deferred comp | No SERP; no non‑qualified deferred comp plan; standard 401(k) match ($0.25 per $1 up to 6% deferral) . |
Performance & Track Record
| Topic | Detail |
|---|---|
| Company 2024 snapshot | Revenue +80.5% to $2.5B; Consolidated EBITDA $308M (Credit Agreement basis; leverage 5.5x max covenant compliant); operating income to a loss of $1.1B due to $1,028,397 goodwill impairment; >$100M annualized cost reduction and synergy capture . |
| Incentive outcomes | 2024 AIP paid 56% of target (EBITDA component at 80% of target; FCF component discretionarily reduced to 0%); 2022–2024 PSU cycle paid 0% on relative TSR . |
| Shareholder feedback | Say‑on‑Pay 79.3% in 2024 vs 92.2% in 2023; 2025 TSR PSU design adds cap at 100% if absolute TSR is negative . |
Compensation Structure Analysis
- Mix shift and risk: Stock options were removed from LTI design in 2024; mix is 50% time‑based RS and 50% TSR PSUs for NEOs (CEO 40/60), increasing reliance on relative TSR and share price while still preserving retention value via RSUs .
- Discretion and alignment: Committee used negative discretion to reduce the FCF component to 0% (from 125% formula) given shareholder alignment considerations; overall AIP at 56% of target .
- Governance features: No repricing/backdating of options, no tax gross‑ups, no hedging/pledging; robust clawback/recoupment policies; double‑trigger equity vesting upon COC .
Vesting Schedules and Insider Selling Pressure
- Near‑term cliffs: 25,707 sign‑on RS vest entirely on 7/3/2025; first third of 19,444 LTI RS also vests on 7/3/2025; these dates are potential liquidity events (subject to trading windows/10b5‑1 plans) .
- Medium term: Remaining LTI RS tranches on 7/3/2026 and 7/3/2027; TSR PSUs settle following 12/31/2026 based on relative TSR versus the 14‑company peer set .
- Policy mitigants: Company prohibits executive hedging/pledging and maintains clawback/recoupment policies, reducing adverse alignment risk from derivative hedges or pledges .
Equity Ownership & Alignment Details (as of 12/31/2024)
| Category | Amount |
|---|---|
| Beneficial common shares | 3,500 (<1%) . |
| Unvested restricted stock | 45,151 shares; $1,456,120 market value at $32.25 . |
| Unearned PSUs (target) | 15,093 shares; $486,749 market value at $32.25 . |
| Options exercisable/unexercisable | None for Pierson . |
Employment Contracts, Severance, and Change‑of‑Control Economics
| Element | Terms |
|---|---|
| Non‑compete/non‑solicit | In effect during employment and 18 months post‑employment . |
| Severance plan participation | Yes; see quantified scenarios below . |
| Double‑trigger vesting (COC) | Post‑COC involuntary termination or awards not assumed/converted required for acceleration . |
| Quantified scenarios (as of 12/31/2024) | Involuntary ($1.10M total), Death/Disability ($1.68M total), Change‑in‑Control ($4.30M total) . |
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay support |
|---|---|
| 2023 | 92.2% |
| 2024 | 79.3% |
Company responses include removing options from LTI, full corporate weighting in AIP, eliminating 300% “beyond stretch,” and adding a 2025 TSR PSU cap at 100% if absolute TSR is negative .
Expertise & Qualifications
- Education: BBA (Finance/Accounting) and MBA (Finance/Entrepreneurship), University of Texas .
- Domain experience: Multi‑industry CFO (transportation/logistics, industrials, recycling), public company director experience, capital structure/stakeholder engagement through transitional environments .
Investment Implications
- Alignment and incentives: Pierson’s package is heavily at‑risk via TSR PSUs and sizeable RS grants; 2024 AIP paid 56% and a prior PSU cycle paid 0%, indicating real downside to underperformance. 2025 LTI target ($1.05M) keeps equity as the primary lever, with a new cap when absolute TSR is negative improving alignment .
- Potential selling pressure: July 2025 presents a notable vesting overhang (25,707 sign‑on RS cliff plus first tranche of 2024 LTI RS), which can create discretionary selling, tempered by trading windows and any 10b5‑1 plans; the company’s anti‑hedging/pledging policy removes collateral‑driven risks .
- Retention and transition risk: An 18‑month non‑compete, quantified severance, and a front‑loaded one‑year RS vest (July 2025) balance retention and mobility; double‑trigger equity under COC reduces windfall risk while protecting continuity in a transaction scenario .
- Execution focus: With leverage and 2024 impairment effects, the AIP’s emphasis on Consolidated EBITDA and H2 FCF—and the Committee’s negative discretion—signal disciplined capital structure and liquidity focus under Pierson’s finance leadership during integration and covenant management .