Javier Polit
FORWARD AIRAbout Javier Polit
Javier Polit (age 60) has served as an independent director of Forward Air Corporation since 2021. He is a Fortune 100 technology executive, currently Executive Vice President, Chief Information and Digital Officer at Costco Wholesale (appointed December 2023), with prior CIO leadership at Mondelez International, Procter & Gamble, Coca-Cola Bottling, and senior IT roles at Coca-Cola Company, Office Depot, and NationsBank NA. He holds multiple advanced degrees and is a graduate of Harvard Business School’s Advanced Management Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mondelez International | Chief Information and Integrated Services Officer | 2020–2023 | Led global digitization, data, cybersecurity initiatives |
| Procter & Gamble Company | Chief Information Officer | 2017–2020 | Enterprise technology strategy leadership |
| Coca-Cola Bottling | Group Chief Information Officer | 2007–2017 | Transformation across operations and data |
| The Coca-Cola Company | Global Director, Customer Solutions, BI & Distributions | 2003–2007 | Customer technology and BI leadership |
| Office Depot | Vice President, Global Corporate Systems | (not disclosed) | Enterprise systems leadership |
| NationsBank NA | Vice President, Information Technology | (not disclosed) | Financial services IT leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Costco Wholesale Corporation | EVP, Chief Information and Digital Officer - IT | Appointed Dec 2023 | Operating executive (not a director) |
| University of Miami | President’s Advisory Board | (not disclosed) | Academic advisory engagement |
| ALSAC/St. Jude Children’s Research Hospital | Professional Advisory Board | (not disclosed) | Non-profit advisory role |
Board Governance
- Independence: The Board affirmatively determined Polit is independent under Nasdaq rules; only the CEO is non-independent .
- Committees: Audit Committee member; designated “audit committee financial expert” by SEC definition .
- Attendance: In 2024 the Board met 35 times; all incumbent directors attended at least 75% of Board and committee meetings; independent directors meet in executive session at least quarterly .
- Board structure: Independent Chairman (George Mayes); Lead Independent Director not currently designated given independent Chair .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual Cash Retainer ($) | $95,000 | $85,000 program baseline; Polit’s cash fees paid: $95,000 |
| Committee Member Fees ($) | Included in fees paid; program $10,000 per committee membership | Included in fees paid; program $10,000 per committee membership |
| Committee Chair Fees ($) | Not applicable to Polit; program $20,000 for chairs | Not applicable to Polit; program $20,000 for chairs |
| Independent Chairman Add’l Retainer ($) | Not applicable; program $125,000 (role created 2024) | Not applicable; program $125,000 |
Notes:
- Non-employee director cash program elements remained consistent; Polit is not Chair and receives member-level fees .
Performance Compensation
| Equity Element | 2023 | 2024 | Vesting / Features |
|---|---|---|---|
| Annual Director Equity Grant (Grant Date Fair Value) ($) | $130,000 restricted shares | $130,000 award; in 2024 some grants settled as “tracking shares” due to share availability; Polit’s stock awards recorded at $130,000 | |
| Vesting Convention | Earlier of day before next Annual Meeting or 1-year anniversary | Same; directors may elect deferral to departure; DSUs receive dividend equivalents |
Important:
- Director equity is time-based, not performance-based; no revenue/EBITDA/TSR metrics apply to director grants .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Polit |
| Committee roles at other public companies | Not disclosed for Polit |
| Interlocks/affiliations | No compensation committee interlocks in 2024; Audit Committee reviews related party transactions; no related person transactions beyond items disclosed, none involving Polit |
Expertise & Qualifications
- Deep B2B technology, cybersecurity, data, and digitization expertise; has driven large-scale digital transformation at Fortune 100 companies .
- Multiple advanced degrees (Barry University, Budapest University of Technology and Economics, TiasNimbas Business School, Purdue MBA) and Harvard Business School AMP .
- Brings cross-industry technology leadership beneficial to audit oversight (financial systems, information security) .
Equity Ownership
| Metric | As of Mar 25, 2024 | As of Apr 30, 2025 |
|---|---|---|
| Common Shares Beneficially Owned | 6,343 (includes 1,352 restricted shares vesting within 60 days) | 6,343; less than 1% of class and voting power |
| Series B Preferred Units | None | None |
| Vested vs Unvested | 2023 year-end: 1,352 non-vested restricted shares outstanding ; 2024 year-end: none outstanding | Not disclosed beyond beneficial holdings |
| Director Ownership Guidelines | Independent directors must hold value ≥5x annual cash retainer; several directors fell out of compliance in 2024 due to price fluctuations; Board monitoring compliance |
Governance Assessment
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Strengths:
- Independent Audit Committee member and designated audit committee financial expert, bolstering financial reporting oversight, legal compliance, and cybersecurity risk governance .
- Consistent engagement: Board met 35 times in 2024 with ≥75% attendance by incumbents; quarterly executive sessions support independent oversight .
- Director pay mix appropriately balanced toward equity ($130k time-based grant vs $95k cash in 2024), aligning interests with shareholders .
-
Potential Risks / RED FLAGS:
- Ownership guideline compliance: 2024 stock price volatility caused several directors to fall out of compliance with the 5x retainer requirement; oversight and remediation are ongoing (monitor for Polit’s status) .
- Board influence dynamics: Three nominees are designated by Major Shareholders (REP, EVE) under shareholder agreements, which include voting obligations and standstill restrictions; while Polit is independent, concentrated shareholder rights can affect board independence optics .
- Investor sentiment: Say-on-pay support fell to ~79.3% in 2024 vs 92.2% in 2023, signaling heightened shareholder scrutiny of compensation design post-Omni acquisition; continued engagement and pay-for-performance discipline remain important .
-
Related-Party/Conflicts:
- Audit Committee oversees related person transactions; 2024 proxy reports no related person transactions requiring disclosure beyond noted employee-family compensation items, none involving Polit .
-
Director Compensation Design:
- No meeting fees; standardized retainers and equity; clear vesting/deferral mechanics; continued $130k equity grant sizing; incremental fees for committee roles; independent chair retainer in place .
- 2025 Non-Employee Director Stock Plan proposed for approval, indicating continued equity alignment framework .
Overall: Polit brings high-caliber technology and cybersecurity expertise to Audit oversight, is independent, and compensated with a shareholder-aligned mix. Key watch items are compliance with ownership guidelines amid stock volatility and broader board independence optics given Major Shareholder nomination rights .