Jason Ringgenberg
FORWARD AIRAbout Jason Ringgenberg
Jason Ringgenberg was appointed Interim Chief Information Officer (CIO) of Forward Air Corporation effective October 14, 2025, following the resignation of CIO Joseph Tomasello on October 13, 2025 . Ringgenberg previously served as CIO of Yellow Corporation (2017–2023), CIO of YRC Freight (2014–2017), and spent over twenty years at Accenture leading the Global Freight and Logistics Industry Program—bringing deep logistics IT leadership to FWRD . Company performance context for 2024: operating revenue rose 80.5% to $2.5B, Consolidated EBITDA was $308M (aligned with loan covenants), Unlevered Free Cash Flow was $151M, and cumulative TSR declined from $90 to $46 (relative TSR payout 0%)—key metrics used in pay programs and risk oversight .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Forward Air Corporation | Interim CIO | 2025–present | Transition leadership for technology; continuity amid executive changes |
| Yellow Corporation | Chief Information Officer | 2017–2023 | Led enterprise technology; public commentary highlights “One Yellow” transformation and Oracle Cloud standardization |
| YRC Freight (subsidiary of Yellow) | Chief Information Officer | 2014–2017 | Oversaw LTL tech operations; foundation for subsequent enterprise CIO role |
| Accenture | Led Global Freight & Logistics Industry Program | ~20+ years (prior to 2014) | Guided logistics/transport clients; industry program leadership |
External Roles
- No public company directorships or committee roles disclosed in FWRD filings reviewed .
Fixed Compensation
| Item | Status | Notes |
|---|---|---|
| Base salary | Not disclosed | Jason’s 8-K appointment did not include compensation terms |
| Target bonus % | Not disclosed | Not included in 8-K; not listed as an NEO in FY2024 proxy |
| Actual bonus (latest) | Not disclosed | Not applicable in FY2024 NEO tables; appointment occurred in Oct-2025 |
Performance Compensation
FWRD’s 2024 Annual Cash Incentive Plan design (applies to NEOs; expected framework for executives):
| Metric | Weighting | Target | FY2024 Result | Payout |
|---|---|---|---|---|
| Consolidated EBITDA ($000s) | 70% | $325,000 | $308,000 | 80% |
| Unlevered Free Cash Flow ($000s) | 30% | $131,000 | $151,000 | 0% (Committee exercised negative discretion) |
Long-term incentives (structure and vesting):
- RSUs: vest equally over 3 years (first vest on 1-year anniversary) .
- Performance Share Units (PSUs): relative TSR vs. peer group; vest ~2.5 months after performance period end; FY22–FY24 PSU payout was 0% based on relative TSR .
Equity Ownership & Alignment
| Policy Element | Company Policy | Implications |
|---|---|---|
| Executive stock ownership | CEO: 6x salary; Presidents/COO/CFO/CCO/CLO: 3x; All other executive officers: 2x salary | Interim CIOs classified as executive officers generally fall under 2x unless designated otherwise |
| Retention until compliant | Retain 50% of net after-tax shares from equity awards until guideline met | Limits near-term selling; reduces insider selling pressure |
| Hedging & pledging | Prohibited (no hedging, no margin accounts, no pledging) | Strong alignment; reduces risk flags from collateral pledging |
| Beneficial ownership at FWRD | Not disclosed for Jason in filings reviewed | Appointment 8-K contains no Form 3 ownership; monitor future Section 16 filings |
Employment Terms
| Provision | Terms | Notes |
|---|---|---|
| Severance Plan (general) | NEOs participate; objectives include retention through upheaval; double-trigger equity vesting on change-in-control (CiC) if awards not assumed or on involuntary termination within 24 months of CiC | |
| Enhanced Severance window | For involuntary not-for-cause terminations between Mar 15, 2024–Dec 31, 2025, CiC severance treatment and acceleration under 2016 Plan apply | |
| Cash severance multiples | CEO: 2 years base salary if involuntary; NEOs: 1.5 years base salary if involuntary; CiC: 2 years base salary; plus 2x target annual incentive upon CiC termination | |
| Equity vesting on termination | Double-trigger on CiC; death/disability and CiC vesting valuation mechanics specified (restricted stock at market price; options intrinsic value; PSUs per target or TSR-attained method) | |
| Clawbacks | Dodd-Frank compliant mandatory recovery on restatement; additional recoupment policy for misconduct/material negative revisions/reckless supervision |
Performance & Track Record
- Logistics IT leadership: Led Yellow’s technology strategy through “One Yellow” network consolidation and Oracle Cloud migration, emphasizing safety, standardization, and AI/ML roadmap—credible operator experience for FWRD’s integration needs .
- Company pay/performance linkage context (FY2024): revenue +80.5% to $2.5B; Consolidated EBITDA $308M (covenant-compliant); Unlevered FCF $151M; relative TSR payout 0% reflecting peer underperformance—illustrates the performance metrics that drive executive payouts at FWRD .
Compensation Structure Analysis
- Shift away from stock options: 2024 LTI removed options for NEOs, increasing mix to time-based RS and PSUs (TSR-driven), which lowers risk for executives but tightens alignment to share price/relative TSR .
- Increased discretion: Committee exercised negative discretion to reduce FCF component payout to 0%, signaling tight pay-for-performance discipline amid leverage/liquidity focus .
- Ownership compliance monitoring: 2024 stock price volatility caused some executives to fall out of guideline compliance; Board monitors and may require retention of all shares until compliant—reinforces alignment and reduces selling pressure .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay support declined to 79.3% in 2024 (from 92.2% in 2023), attributed to shareholder base changes and concerns post-Omni acquisition; compensation adjustments emphasized liquidity, covenants, and TSR alignment .
Investment Implications
- Near-term retention risk: Interim status implies potential transition risk until a permanent CIO is named; monitor for employment agreement, inducement awards, and Section 16 filings to assess vesting/selling pressure .
- Alignment safeguards: Strict anti-hedging/pledging and ownership guidelines reduce misalignment and pledging red flags; multi-year RSU/PSU vesting likely to limit near-term insider selling once awards are granted .
- Pay-for-performance focus: Executive payouts are highly sensitive to Consolidated EBITDA, Unlevered FCF, and relative TSR; continued covenant compliance and TSR recovery are key drivers of incentive realizations (signal for traders) .
- Watch list: Look for any Enhanced Severance applicability through Dec 31, 2025, changes to peer group/TSR methodology, and any negative discretion use—each can materially affect realized comp and retention dynamics .