Robert L. Edwards, Jr.
FORWARD AIRAbout Robert L. Edwards, Jr.
Independent director since 2024; age 58. Co‑founder of Ridgemont Equity Partners (2010), Managing Partner (2021–2025), and Vice Chairman since March 2025. Prior roles include Managing Director at Banc of America Capital Investors (predecessor to Ridgemont), management consultant at McKinsey & Co., and investment banker at Allied Capital and Bowles Hollowell Conner. Education: MBA, Harvard University; BA in Economics, University of North Carolina at Chapel Hill. Selected to the Board as a designee of Ridgemont Equity Partners pursuant to the REP Shareholders Agreement established at the Omni Acquisition closing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ridgemont Equity Partners | Co‑Founder; Partner; Managing Partner; Vice Chairman | Partner since 2010; Managing Partner 2021–2025; Vice Chairman since Mar 2025 | PE leadership with board oversight across portfolio; investment management experience cited by Board |
| Banc of America Capital Investors | Managing Director | Pre‑2010 | Predecessor to Ridgemont; investment management experience |
| McKinsey & Co., Inc. | Management Consultant | N/A | Strategy and operations advisory background |
| Allied Capital; Bowles Hollowell Conner & Co., Inc. | Investment Banker | N/A | Corporate finance and transaction experience |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Ridgemont Equity Partners | Vice Chairman (since Mar 2025); Managing Partner (2021–2025) | Private | PE sponsor with rights to nominate two FWRD directors under REP Shareholders Agreement |
| Various private companies | Director | Private | Boards of “several private companies which provide business and tech‑enabled services” (not named) |
Board Governance
- Committee assignments: Member, Corporate Governance & Nominating Committee; not on Audit, Compensation, or Executive Committees; not a chair. Committee meetings in 2024: Audit 10, Compensation 10, Executive 0, Corporate Governance & Nominating 5 .
- Independence: Board determined all current directors other than CEO Shawn Stewart are independent under Nasdaq Rule 5605; Edwards is listed among independent directors .
- Attendance: Board held 35 meetings in 2024; all incumbent directors on the Board during 2024 attended at least 75% of aggregate Board and applicable committee meetings; six directors attended the 2024 Annual Meeting .
- Nomination/Shareholder agreements: REP and EVE have ongoing rights to nominate directors; major shareholders must vote in favor of Board nominees and are subject to standstill and transfer restrictions. Edwards is a REP designee .
Fixed Compensation
| Year | Cash Retainer Program (Structure) | Committee Fees | Chair Fees | Edwards – Fees Paid in Cash ($) | Source |
|---|---|---|---|---|---|
| 2024/expected 2025 | Annual cash retainer $85,000 (non‑employee directors); Independent Chairman additional $125,000; Lead Independent Director additional $50,000 | $10,000 for all non‑chair members of Audit, Compensation, and Corporate Governance & Nominating | $20,000 for Chairs of Audit, Compensation, and Corporate Governance & Nominating | $61,325 |
Performance Compensation
| Year | Equity/Equity‑based Director Awards | Edwards – Stock Awards ($) | Vesting | Notes |
|---|---|---|---|---|
| 2024 | Annual director grant; due to insufficient plan shares, most non‑employee directors received a 2024 Director Award valued at $130,000, designed to be substantially similar and settled in cash unless sufficient shares become available; two directors received restricted shares valued at $130,000 | $148,072 | Annual grants vest by the earlier of the day prior to the next Annual Meeting or first anniversary of grant, subject to continued service | Directors may elect to defer; DSUs accrue dividend equivalents. Edwards had no outstanding deferred units or non‑vested restricted shares at year‑end 2024 |
Performance metrics tied to director compensation: None disclosed for non‑employee directors; the program is structured as fixed cash retainers plus time‑vested equity or cash‑settled equivalents .
Other Directorships & Interlocks
- Compensation Committee interlocks: None during 2024 (no cross‑director executive roles with other entities’ compensation committees) .
- Major Shareholder designees: Edwards (REP), Anderson (REP), Hodge (EVE) nominated under shareholder agreements .
- Public company boards: None disclosed for Edwards; private company boards noted .
Expertise & Qualifications
| Expertise Area | Details |
|---|---|
| Private equity & investment management | Decades of deal oversight and portfolio governance; REP co‑founder and senior leadership roles . |
| Corporate finance & transactions | Investment banking experience (Allied Capital; Bowles Hollowell Conner) . |
| Strategy & operations | McKinsey management consulting background . |
| Education | MBA (Harvard); BA Economics (UNC Chapel Hill) . |
Equity Ownership
| Holder | Class | Beneficially Owned | Acquirable Within 60 Days | Total | % of Class | % of Total Voting Power |
|---|---|---|---|---|---|---|
| Robert L. Edwards, Jr. | Company Common Stock | 1,910,615 | 3,185,799 (Series B Preferred Units exchangeable) | 5,096,414 | 15.2% | 11.8% |
| Robert L. Edwards, Jr. | Company Series B Preferred Units | 3,185,799 | — | 3,185,799 | 33.5% | — |
Footnotes and composition:
- Edwards’ reported holdings “include” securities held across REP entities: 451 common shares (direct), 968,786 common shares (REP Coinvest III‑A Omni, L.P.), 277,693 common shares (REP Coinvest III‑B Omni, L.P.), 633,234 common shares (REP FAOM III‑S, L.P.), 3,146,469 Series B Preferred Units (REP Omni Holdings, L.P.) and 39,330 Series B Preferred Units (Ridgemont Equity Partners Affiliates III, L.P.). Edwards disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest . As of record date: 30,423,221 common shares and 9,511,484 Series B Preferred Units outstanding and entitled to vote .
Shares pledged/hedged: Not disclosed. Insider trading policy exists and is filed as a 10‑K exhibit; applies to directors and prohibits improper trading activity .
Governance Assessment
- Independence and role: Formally independent under Nasdaq standards; sits on Corporate Governance & Nominating (not chair), which is appropriate for an investor‑experienced director .
- Ownership alignment: Very high economic exposure via REP‑associated holdings (15.2% of common; 33.5% of Series B units), albeit with standard PE sponsor disclaimers on beneficial ownership; alignment is strong but sponsor representation should be monitored for potential conflicts with minority shareholders .
- Potential conflicts/related party: Edwards is a REP designee under agreements giving major shareholders nomination rights, voting commitments, standstill and transfer restrictions—protections mitigate activism risks but underscore sponsor influence on Board composition. No 2024 Compensation Committee interlocks or related‑party transactions disclosed involving Edwards .
- Director compensation mix: Cash plus equity/award equivalents; 2024 cash‑settled “Director Awards” due to plan share constraints may modestly reduce equity alignment until shares become available .
- Attendance/engagement: Board met 35 times; all incumbents ≥75% attendance—indicates high Board activity during integration year; specific individual attendance rates not itemized .
- Shareholder sentiment: Say‑on‑pay approval fell to ~79.3% in 2024 (from 92.2% in 2023), reflecting investor concerns around Omni Acquisition and integration—an external signal for heightened governance scrutiny across the Board .
Director Compensation (Edwards)
| Year | Fees Paid in Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 61,325 | 148,072 | — | 209,397 |
Program notes: Non‑employee directors generally receive an annual grant that vests over ~1 year; deferral optional; 2024 awards structured as restricted shares for two directors, and for others as cash‑settled awards due to limited plan shares .
Committee Assignments (Current Composition)
| Name | Audit | Compensation | Executive | Corporate Governance & Nominating |
|---|---|---|---|---|
| Robert L. Edwards, Jr. | — | — | — | Member |
Equity Award/Unvested Status
| Director | Deferred Stock Units and/or Non‑Vested Restricted Shares at 12/31/2024 |
|---|---|
| Robert L. Edwards, Jr. | — |
Other Beneficial Ownership Context
- Ridgemont Group Schedule 13D (Amendment No. 1, Aug 12, 2024) lists aggregate holdings across REP entities and notes Edwards and Anderson as Board designees, including specific share/unit counts; Edwards directly holds 451 common shares in addition to REP entity holdings .
RED FLAGS
- Major shareholder designee with substantial attributed beneficial ownership; while independent under exchange rules, sponsor representation requires monitoring for minority shareholder alignment, especially on governance & capital allocation .
- 2024 director awards cash‑settled due to equity plan share constraints—temporary reduction in direct equity alignment for some directors .
- Say‑on‑pay support decline (79.3%) amid acquisition/integration turmoil—broader governance sentiment risk .
Summary Signals for Investors
- Strong financial/PE background and high economic stake support board effectiveness on strategy and M&A; independence affirmed and committee role appropriate .
- Sponsor nomination rights and voting covenants centralize influence; absence of interlocks/related‑party issues in 2024 mitigates immediate conflict concerns, but continued oversight advisable .