Paul Svindland
FORWARD AIRAbout Paul Svindland
Paul Svindland (age 54) is an independent director nominee to Forward Air Corporation’s board, with extensive logistics leadership experience. He is CEO of STG Logistics (since Feb 2020), previously CEO and director at Celadon Group (Jul 2017–Mar 2021) and a director at RoadRunner Transportation Systems (Aug 2020–2023). He holds a BA from Syracuse University and an MBA from The Wharton School of the University of Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Celadon Group, Inc. | Chief Executive Officer; Director | Jul 2017–Mar 2021 | Led turnaround of full‑service domestic trucking company during a stressed period |
| RoadRunner Transportation Systems, Inc. | Director | Aug 2020–2023 | Board oversight during logistics network redesign; specific committees not disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| STG Logistics | Chief Executive Officer | Feb 2020–present | Port‑to‑door services and supply chain solutions; potential competitive adjacency to Forward Air/Omni Logistics |
Board Governance
- Status: Nominee to the 11‑member slate for the 2025 Annual Meeting; Board determined he is independent under Nasdaq rules .
- Committee assignments: Not disclosed; 2024 committee rosters did not include Svindland (he was not yet on the Board). Assignments expected post‑election .
- Executive sessions: Independent directors meet at least quarterly without management, chaired by the independent Board Chair when applicable .
- Attendance baseline: In 2024 the Board held 35 meetings; all incumbent directors attended ≥75% of Board and committee meetings (Svindland was not a director in 2024) .
- Board leadership/independence context: Independent Chairman role established in Feb 2024; Lead Independent Director role used only when Chair is not independent. Major shareholders (Ridgemont Equity Partners and EVE) have nomination rights for three board seats under shareholder agreements tied to the Omni acquisition, creating structural interlocks to monitor though nominees still meet independence standards .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $85,000 | Standard cash fee |
| Independent Chairman retainer | $125,000 | Established in 2024 |
| Lead Independent Director retainer (if any) | $50,000 | Applies only when role exists |
| Committee Chair retainer (Audit, Comp, CG&N) | $20,000 | Per chair role |
| Committee member retainer (non‑chair) | $10,000 | Per committee membership |
Performance Compensation (Director)
| Equity Award | Indicative Value | Vesting | Deferral |
|---|---|---|---|
| Annual Non‑Employee Director equity grant | $130,000 | Vests on the earlier of (a) day immediately prior to next Annual Meeting or (b) first anniversary of grant, subject to continued service | Directors may elect to defer into deferred stock units; dividend equivalents accrue as additional RSUs |
In 2024, due to share availability limits, most directors received a cash‑settled award valued at $130,000 with substantially similar economics; two directors received restricted shares. The $130,000 level is expected to continue in 2025 .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Considerations |
|---|---|---|
| STG Logistics | CEO | Overlapping logistics footprint (port‑to‑door, drayage/CFS) could intersect with Forward/Omni customer or carrier networks; no related‑party transactions disclosed involving Svindland . |
| RoadRunner Transportation Systems | Former Director | No ongoing role; not cited in Forward’s related‑party disclosures . |
Expertise & Qualifications
- Deep logistics/transportation operating experience across truckload, intermodal, and port‑adjacent logistics .
- Education: BA (Syracuse), MBA (Wharton) .
- Board‑level exposure to restructuring/turnarounds (Celadon; RoadRunner) .
- Board views his experience as “valuable insight” for Forward’s logistics integration and strategy .
Equity Ownership
| Holder | Common Shares | Series B Preferred Units | Total Voting Power Note |
|---|---|---|---|
| Paul Svindland | 0 | 0 | No beneficial ownership reported as of Apr 30, 2025 |
- Director stock ownership guideline: Independent directors must own Forward common stock equal to at least 5× annual cash retainer within five years of joining; unvested restricted stock counts; directors below guidelines must retain 100% of shares until compliant. 2024 price volatility caused several directors to temporarily fall out of compliance; the Board monitors progress. As a new director, Svindland would have five years to comply .
- Pledging/hedging: The company prohibits executive/insider hedging or pledging of Company stock per compensation practices framework .
Governance Assessment
-
Strengths:
- Independence affirmed by the Board; not a management director at Forward .
- Relevant domain expertise from leading STG, prior Celadon CEO role, and RoadRunner directorship; Board expects valuable logistics insights .
- Robust director compensation structure balanced between cash and time‑based equity with clear vesting and optional deferral, plus meaningful ownership guidelines to align interests .
- Board uses independent compensation consultant (Meridian) without conflicts; strong committee independence and governance processes (executive sessions, annual evaluations) .
-
Watchpoints / RED FLAGS:
- Potential competitive adjacency: As STG’s CEO, counterparty or competitive overlap with Forward/Omni’s networks is possible; while no related‑party transactions are disclosed, ongoing monitoring for conflicts in customer/supplier relationships is prudent .
- Alignment gap at outset: No reported beneficial ownership as of the record date; although guidelines provide five years to comply, initial “skin‑in‑the‑game” is limited until equity grants accrue or purchases are made .
- Board composition dynamics: Shareholder agreements grant nomination rights to REP and EVE; though nominees meet independence criteria, structural influence by major holders merits continued vigilance on board independence and committee assignment balance .
- Shareholder sentiment: Say‑on‑pay support fell to 79.3% in 2024 (from 92.2% in 2023), reflecting investor concerns post‑Omni; while focused on executives, the backdrop warrants enhanced investor engagement and rigorous oversight by independent directors .
Overall investor confidence signal: Svindland’s operational track record in logistics is additive for board effectiveness during Forward’s integration and deleveraging phase. Key governance risks center on initial ownership alignment and potential competitive conflicts due to his STG role; these can be mitigated via robust recusal practices, clear related‑party review by the Audit Committee, and timely progress toward director ownership guidelines .