Laurie A. Tucker
FORWARD AIRAbout Laurie A. Tucker
Independent director at Forward Air (FWRD) since 2019; age 68. Founder and Chief Strategy Officer of Calade Partners LLC (2014–present). Previously Senior Vice President, Corporate Marketing, FedEx Services (2000–2013) after joining FedEx in 1978. Holds a B.B.A. in Accountancy and an M.B.A. in Finance from the University of Memphis . The Board classified her as independent under Nasdaq standards . On June 12, 2025, following the 2025 annual meeting, she voluntarily resigned from the Board (after receiving a majority of votes cast) as part of Board changes during strategic review and refreshment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FedEx Services, Inc. | SVP, Corporate Marketing | 2000–2013 | Oversaw finance, pricing, and customer technology; deep large-scale operations and marketing experience . |
| FedEx (various roles) | Multiple roles of increasing responsibility | 1978–2000 | 35 years at FedEx providing marketing and operations insight . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calade Partners LLC | Founder & Chief Strategy Officer | Jan 2014–present | Marketing consultancy leadership . |
| Bread Financial Holdings (public) | Director | May 2015–present | Not specified in FWRD proxy . |
| Iron Mountain Incorporated (public) | Director (former) | May 2007–May 2014 | Not specified in FWRD proxy . |
Board Governance
- Committee assignments (2024 activity shown): Chair, Corporate Governance & Nominating Committee (5 meetings in 2024); Member, Executive Committee (0 meetings in 2024). Not on Audit or Compensation Committees .
- Independence: Board affirms she was independent (all current directors except CEO) .
- Attendance: Board held 35 meetings in 2024; all incumbent directors attended at least 75% of Board and committee meetings on which they served (individual percentages not disclosed) .
- Executive sessions: Independent directors meet at least quarterly in executive session .
- 2025 Annual Meeting outcome: She received majority support but resigned immediately to enable Board focus on operations and strategic alternatives; Board reduced to 8 directors, with Jerome Lorrain as Executive Chairman and Paul Svindland as Lead Independent Director .
Committee Snapshot (2024)
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Corporate Governance & Nominating | Chair | 5 | Oversees governance, board composition, director compensation recommendations, ESG oversight, and succession along with Compensation Committee . |
| Executive | Member | 0 | Authorized to act between Board meetings; did not act in 2024 . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | $85,000 | $85,000 | Standard non-employee director retainer . |
| Committee chair fee (CG&N) | $20,000 | $20,000 | Chair fee for Audit, CG&N, Compensation set at $20,000 and Tucker served as CG&N Chair . |
| Committee member fees | — | — | Not a member of Audit or Compensation; Executive Committee fee not specified . |
| Total cash paid (per table) | $105,000 | $105,000 | Matches retainer + chair fee . |
| All other compensation | $1,268 | — | 2023 includes dividend equivalents; none in 2024 given no dividends/credits . |
Citations: 2023 director compensation table ; 2024 director compensation table ; fee structure ; committee roles .
Performance Compensation
Directors receive time-based equity; no performance-conditioned awards for directors disclosed.
| Element | 2023 | 2024 | Vesting / Structure |
|---|---|---|---|
| Annual equity grant (value) | $130,000 | $130,000 | Equity vests on the earlier of (a) the day immediately prior to the next annual meeting or (b) first anniversary, subject to service; directors may elect to defer into DSUs (with dividend equivalents) . |
| Instrument type | Restricted shares/DSUs | 2024 used restricted shares for some and a “2024 Director Award” (cash-settled unless shares available) for others due to share availability constraints | Board expected $130k level to continue in 2025 . |
Notes:
- No performance metrics (TSR/EBITDA) tied to director equity are disclosed; these apply to executives, not directors .
- Unvested positions at year-end: 1,352 units at 12/31/2023; 0 shown at 12/31/2024 (excludes any “2024 Director Awards” that may be settled in cash or shares) .
Other Directorships & Interlocks
- Current public boards: Bread Financial Holdings (since May 2015) .
- Prior public boards: Iron Mountain Incorporated (May 2007–May 2014) .
- Interlocks/conflicts: No related-party transactions involving Tucker disclosed; Audit Committee reviewed related-party items and reported none beyond items unrelated to Tucker .
Expertise & Qualifications
- 35 years at FedEx with oversight of finance, pricing, and customer technology; Board cites her corporate marketing and large-scale operations expertise; considered well-suited to chair CG&N .
- Not designated as an Audit Committee Financial Expert (those identified were Amicarella, Boyles, Gorjanc, and Polit) .
Equity Ownership
| Holder | Class | Beneficial Ownership | % of Class | Voting Power |
|---|---|---|---|---|
| Laurie A. Tucker | Company Common Stock | 15,573 | <1% | <1% . |
Additional details:
- No Company Series B Preferred Units, Series C Preferred Units, or Opco Series C-2 Preferred Units reported for Tucker .
- As of 12/31/2024, no outstanding deferred stock units/non-vested restricted shares attributed to Tucker (excludes any 2024 Director Awards) .
- Independent director stock ownership guideline: 5x annual cash retainer; timeframe extended to five years for new independent directors (was three years in prior proxy). Board disclosed some directors fell out of compliance in 2024 due to stock price fluctuations; individual compliance not disclosed .
Director Compensation (YoY)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Paid in Cash ($) | 105,000 | 105,000 |
| Stock Awards ($) | 130,000 | 130,000 |
| All Other Compensation ($) | 1,268 (dividend equivalents) | — (no dividends/dividend equivalents) |
| Total ($) | 236,268 | 235,000 |
Shareholder Votes & Engagement Signals
- 2024 election: Votes for Tucker 23,010,754; withheld 1,117,667; broker non-votes 0 .
- 2024 Say-on-Pay: 79.3% support vs. 92.2% in 2023; decline attributed to shareholder sentiment and concerns post-Omni acquisition; management committed to engagement .
- 2025 activism context: A shareholder solicitation (PX14A6G) explicitly targeted Tucker’s tenure, citing a roughly −73% TSR over ~5 years vs. index gains (shareholder’s assertions), amplifying pressure on legacy directors .
- 2025 outcome: Despite majority support, Tucker resigned following the annual meeting as part of governance changes during strategic alternatives review .
Governance Assessment
-
Strengths
- Independent status; served as CG&N Committee Chair with oversight of governance, director compensation recommendations, ESG, and succession processes .
- Clear director fee structure and equity alignment (annual $130k equity grant; service-based vesting) .
- Attendance threshold met across incumbents (≥75%); Board maintained regular executive sessions .
- No related-party transactions involving Tucker disclosed .
-
Watch items / RED FLAGS
- Activist scrutiny of legacy directors including Tucker, citing multi-year TSR underperformance versus indices (activist filing) .
- Director stock ownership guideline compliance: Board disclosed some directors fell out of compliance due to share price declines in 2024 (individual status for Tucker not disclosed) .
- 2025 board changes post-AGM: Tucker’s resignation despite majority support underscores elevated governance and strategic pressure; board size reduced and leadership restructured amid strategic alternatives review .
-
Alignment and incentives
- Director compensation mix remained balanced: $105k cash (retainer + chair) plus $130k equity in 2024; no performance-conditioned equity for directors (reduces pay volatility but limits explicit performance linkage) .
- Ownership: 15,573 shares (<1%) provides some alignment, with broader ownership guidelines requiring 5x retainer; compliance for Tucker not disclosed .
-
Committee effectiveness considerations
- CG&N met 5 times in 2024; Executive Committee did not act. Given role in board refreshment and ESG, CG&N chair responsibilities were central during a year with 35 board meetings and significant strategic activity (Omni integration, alternatives review) .
Overall, Tucker brought deep transportation-sector marketing/operations experience and chaired governance through a period of heightened strategic and shareholder scrutiny; resignation in 2025 post-AGM reflects ongoing governance transition and investor pressure rather than a disclosed conflict-of-interest finding .