Jerome Lorrain

About Jerome Lorrain

Jerome Lorrain is Executive Chairman and a director of Forward Air (FWRD). He joined the board in 2024 (age 49) and was appointed Executive Chairman on June 11, 2025; his base salary is $450,000 and he received a $500,000 sign‑on equity grant, plus a special 25,000 performance-based restricted stock grant tied to strategic review goals . In 2024, Forward’s revenue rose 80.5% to $2.5B, with Consolidated EBITDA (per Credit Agreement) of $308M, but three-year TSR performance shares for the 2022–2024 cycle paid 0% (below 25th percentile) . Say‑on‑pay support declined to 79.3% in 2024 amid Omni integration and leadership changes; the company added/retained pay‑for‑performance features and clawbacks .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Sign‑on and LTIP structure (Executive Chairman):

• 2025 sign‑on equity: $500,000 total value, ~60% performance share units (metric not specified in letter) vesting at end of a three‑year period; ~40% time‑based restricted stock vesting in equal annual installments over three years .
• Special grant: 25,000 performance‑based restricted shares that fully vest upon achievement of strategic review goals (service required through achievement date) .
• 2026 and beyond: eligible for annual LTIP awards with target value ≥$750,000, expected mix ~60% PSUs and ~40% time‑based RS, subject to Board discretion and employment through vesting .

Company executive incentive design (context for pay‑for‑performance alignment):

• 2024 annual cash plan metrics and outcomes (company‑wide): 70% Consolidated EBITDA at $308M result (80% payout), 30% Unlevered FCF at $151M result (committee exercised negative discretion to 0%); total payout 56% of target .
• TSR performance share design (2024 LTI program): relative TSR vs 14 transportation peers; payouts 0–200% with averaging over the last four quarters of the three‑year period. 2022–2024 cycle paid 0% (below 25th percentile) .

TSR comparator companies for performance shares (company program): ArcBest, C.H. Robinson, Expeditors, Heartland Express, Hub Group, J.B. Hunt, Knight Transportation, Landstar, Marten, Old Dominion, Saia, Schneider, Werner, XPO .

Equity Ownership & Alignment

Additional alignment policies and indicators:

• Hedging and pledging: company policy prohibits executive officers from hedging or pledging company stock .
• Ownership guidelines: independent directors must hold 5× annual cash retainer; executives are subject to Executive Stock Ownership and Retention Guidelines (Exec Chair must comply per offer letter) .
• 10b5‑1 plans: no director or officer adopted or terminated a Rule 10b5‑1 or non‑Rule 10b5‑1 trading plan in Q3 2025 .
• Vested vs. unvested detail: not disclosed for Mr. Lorrain as of the 2025 proxy; his 2025 awards vest over 3 years or on goal achievement as noted above .

Employment Terms

• Status: at‑will employment; reports to the Board as Executive Chairman .
• Equity mechanics: awards under the 2025 Omnibus Incentive Plan; subject to Dodd‑Frank clawback and company recoupment policy .
• Benefits/indemnification: standard benefits eligibility; D&O indemnification and insurance per bylaws; company‑issued mobile phone available .
• Severance/CoC: no severance, change‑in‑control, non‑compete or non‑solicit terms were disclosed in his offer letter; not eligible for the November 2025 ELT strategic transaction bonus pool (explicitly excludes Exec Chair) .

Board Governance

• Service: Director since 2024; appointed Executive Chairman June 11, 2025 (dual role) .
• Committee roles (as of the 2025 Proxy): Compensation Committee member; not listed on Audit or Corporate Governance & Nominating at that time .
• Independence: the Board determined all directors other than the CEO were independent as of the proxy date (May 2025), including Mr. Lorrain; note his subsequent appointment as Executive Chairman is an executive role that raises independence and committee‑eligibility considerations going forward .
• Executive sessions: independent directors meet at least quarterly in executive session .
• Attendance: in 2024, all incumbents attended ≥75% of Board/committee meetings; Board held 35 meetings .

Director Compensation (2024)

Director program (policy level):

• Annual cash retainer: $85,000 for non‑employee directors; additional retainers for Independent Chairman ($125,000) and committee chairs ($20,000) and members ($10,000) .
• Annual equity: ~$130,000 value post‑AGM; vest within ~1 year; 2024 awards partly delivered as cash‑settled tracking awards due to share availability constraints .

Compensation Structure Analysis

• Mix and design shifts: Company eliminated stock options from the NEO LTI program in 2024, moving to RS + TSR PSUs, increasing certainty of retention value but keeping a strong performance component; Mr. Lorrain’s grants follow RS/PSU structure .
• Discretionary discipline: 2024 Unlevered FCF metric would have paid 125% but was reduced to 0% via committee discretion, underlining alignment with shareholder outcomes amid leverage/liquidity focus .
• Clawbacks and recoupment: Dodd‑Frank‑compliant clawback plus an additional recoupment policy for negative revisions, conduct issues, etc. .
• Say‑on‑pay: approval dropped to 79.3% in 2024 (from 92.2% in 2023), reflecting shareholder scrutiny post‑Omni; Board retained independent consultant Meridian and added a cap on PSU payouts at 100% if TSR is negative over the period for 2025 design .

Performance & Track Record

Equity Ownership & Alignment Details (Risk and Pressure)

• Near‑term selling pressure: 2025 RS vest ratably over three years; PSUs cliff‑vest after a three‑year period; the 25,000 special performance‑based RS vests only upon strategic review goal achievement—collectively pointing to back‑weighted potential liquidity rather than immediate supply, assuming no secondary transactions .
• Trading plans/pledging: no 10b5‑1 plan adopted in Q3 2025; pledging and hedging prohibited by policy .
• Ownership guidelines: Executive Chairman must comply with executive stock ownership/retention guidelines (magnitude not disclosed in filings cited) .

Employment & Contracts

Compensation Committee Analysis (Governance)

• Membership and independence: As of 2024, Compensation Committee included independent directors and used Meridian as independent consultant; Mr. Lorrain served on the committee during 2024 while a non‑employee director; no interlocks reported .
• Peer methodology and design: Committee targets market‑competitive pay and in 2024 shifted to 50/50 RS/TSR PSUs (CEO 40/60), removed “beyond stretch” payout, and based annual plan 100% on company metrics (EBITDA and FCF), indicating strong pay‑for‑performance posture .

Investment Implications

• Alignment and incentives: Mr. Lorrain’s 2025 package is equity‑heavy with multi‑year vesting and a strategic‑milestone grant (25,000 shares), aligning him to long‑term TSR and specific event execution; absence of a 2025 cash bonus reduces short‑term cash pay and emphasizes outcomes from strategic review and share performance .
• Supply risk: Given RS three‑year ratable vesting and PSU three‑year cliff structure, near‑term insider selling pressure appears limited absent secondary transactions or goal‑triggered vesting; pledging/hedging are prohibited and no Q3 2025 10b5‑1 plan was adopted .
• Governance watch‑items: The dual role as Executive Chairman removes prior independence and may necessitate committee rebalancing; monitor updated committee rosters, say‑on‑pay results, and shareholder feedback as the strategic alternatives review progresses .
• Performance risk: Company TSR underperformed peers for the 2022–2024 cycle (0% payout), and 2024 required discretion to reduce cash incentive FCF payouts; execution on Omni integration and strategic review remains the key lever for value creation and incentive realization .

Please note: All facts, figures, and statements above are sourced from FWRD’s 2025 DEF 14A, Q3 2025 10‑Q, and July 14, 2025 Form 8‑K. Citations provided inline.