Names 18-Year Company Veteran Interim CEO
Appoints New Independent Chairman with
Extensive Leadership Track Record
Forms Integration Committee Chaired by
Transportation Industry Leader
Forward Air Corporation (NASDAQ: FWRD) (“Forward” or “the
Company”) today announced several updates to its senior management
team and Board of Directors (“the Board”).
Management Changes
Tom Schmitt, Chairman, Chief Executive Officer and President of
Forward, has departed the Company.
Effective immediately, Michael Hance has been appointed Interim
Chief Executive Officer in addition to his current position as
Chief Legal Officer and Secretary. Since joining Forward in 2006,
Mr. Hance has served in a variety of legal and governance
leadership roles, including serving as General Counsel since 2008
and Chief Legal Officer since 2014, as well as leading the
Company’s Human Resources department from 2010 to 2014.
Chris Ruble, Chief Operating Officer since 2018 and an employee
at Forward since 1996, has been appointed President and Chief
Operating Officer. While serving in a variety of operational
leadership roles during his 28 years with Forward, he has served as
the architect of the Company’s precision execution network and
played a critical role in the successful integration of all of
Forward’s acquisitions.
Board Member Changes
George Mayes, who has served on the Board since 2021, has been
appointed Independent Chairman. Mr. Mayes is a proven leader with a
distinguished record of service and deep experience with global
supply chain design and strategy development.
The Board has added Gil West, former Senior Executive Vice
President and Chief Operating Officer at Delta Air Lines, as an
independent director. Mr. West has deep operational experience and
has led the successful integration of numerous transformational
transactions.
Christopher Schmachtenberger, President and Chief Investment
Officer of Timucuan, has joined the Board pursuant to the
previously disclosed shareholder agreement with EVE Partners,
LLC.
Mr. Schmitt is no longer a member of the Board.
Board Committee Changes
The Board has formed a Search Committee to identify a permanent
CEO replacement. The Search Committee will include Mr. Mayes, R.
Craig Carlock, Laurie A. Tucker, and Michael Hodge. The Search
Committee will retain a leading independent search firm to assist
in identifying the right candidate to lead Forward.
The Board has also formed an Integration Committee to oversee
the integration of Omni and capitalize on the attractive growth
opportunities and synergy potential that the acquisition presents.
The Integration Committee will be Chaired by Mr. West.
“After careful consideration, the Board determined that now is
the right time to initiate a search for our next CEO to lead
Forward during the next phase of our growth and evolution,” said
Mr. Mayes. “With Michael serving as interim CEO and Chris as
President and COO, we are confident we have trusted leaders to
guide us through this next period of transition and position
Forward for future success. On behalf of the Board, I want to thank
Tom for his years of dedication and leadership.”
Michael Hance commented: "Forward has been my professional home
for the last 18 years and I am honored to serve in this important
role. Together, we will navigate this transitional period as we
continue to welcome the Omni team to Forward, execute our growth
strategy, deliver for our customers and create long-term value for
shareholders. I am looking forward to working with the team to
position Forward for the next chapter.”
About Forward Air
Forward Air is a leading asset-light provider of transportation
services across the United States, Canada and Mexico. We provide
expedited less-than-truckload services, including local pick-up and
delivery, shipment consolidation/deconsolidation, warehousing, and
customs brokerage by utilizing a comprehensive national network of
terminals. In addition, we offer truckload brokerage services,
including dedicated fleet services; and intermodal, first-and
last-mile, high-value drayage services, both to and from seaports
and railheads, dedicated contract and Container Freight Station
warehouse and handling services. We are more than a transportation
company. Forward is a single resource for your shipping needs. For
more information, visit our website at www.forwardaircorp.com.
Cautionary Statement Regarding Forward-Looking
Statements
This document includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934, which are made pursuant
to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995, as amended. Words such as “anticipate(s)”,
“expect(s)”, “intend(s)”, “plan(s)”, “target(s)”, “project(s)”,
“believe(s)”, “will”, “aim”, “would”, “seek(s)”, “estimate(s)” and
similar expressions are intended to identify such forward-looking
statements. These statements may reflect Forward’s expectations,
beliefs, hopes, intentions or strategies regarding, among other
things, the transactions contemplated under the Agreement and Plan
of Merger, dated as of August 10, 2023 (as amended, the “Merger
Agreement”; and such transactions, collectively with the other
transactions contemplated by the other transaction agreements
referred to in the Merger Agreement, the “Transactions”) between
Forward, Omni Newco LLC, and the other parties thereto, the
benefits and synergies of the Transactions and future opportunities
for the combined company, as well as other statements that are
other than historical fact, including, without limitation,
management plans for future operations and performance.
Forward-looking statements are based on management’s current
expectations, projections, estimates, assumptions and beliefs and
are subject to a number of known and unknown risks, uncertainties
and other factors that could lead to actual results materially
different from those described in the forward-looking statements.
Forward can give no assurance that its expectations will be
attained. We caution readers that any such statements are based on
currently available operational, financial and competitive
information, and they should not place undue reliance on these
forward-looking statements, which reflect management’s opinion only
as of the date on which they were made. These forward-looking
statements are not a guarantee of future performance and involve
risks and uncertainties, and there are certain important factors
that could cause Forward’s actual results to differ, possibly
materially, from expectations or estimates reflected in such
forward-looking statements, including, but without limitation: (i)
the risk that the parties may be unable to achieve the expected
strategic, financial and other benefits of the Transactions,
including the realization of expected synergies and the achievement
of deleveraging targets, within the expected time-frames or at all;
(ii) the risk that the businesses will not be integrated
successfully or that integration may be more difficult,
time-consuming or costly than expected; (iii) the risk that
operating costs, customer loss, management and employee retention
and business disruption (including, without limitation,
difficulties in maintaining relationships with employees,
customers, clients or suppliers) may be greater than expected; (iv)
general economic and market conditions; (v) the outcome of
Forward’s management transitions; and (vi) the expected benefit of
the composition of the Board and Forward’s governance practices to
Forward’s long-term value creation potential and its drivers. These
and other risks and uncertainties are more fully discussed in the
risk factors identified in “Item 1A. Risk Factors” in Part I of
Forward’s most recently filed Annual Report on Form 10-K, and as
may be identified in Forward’s Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Except to the extent required by law,
Forward expressly disclaims any obligation to release publicly any
updates or revisions to any forward-looking statements contained
herein to reflect any change in Forward’s expectations with regard
thereto or change in events, conditions or circumstances on which
any statement is based.
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version on businesswire.com: https://www.businesswire.com/news/home/20240207741084/en/
Elizabeth Volpe / Libby Lloyd Brunswick Group (212) 333 - 3810
ForwardAirCorporation@BrunswickGroup.com
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