Forward Air Chairman Ousted, Potential Sale Appears in View
Forward Air Corp. chairman George Mayes, Jr. resigned from his post in a win for activist investors looking to take the logistics and trucking company in a different direction—and potentially court new ownership.
Chairman Mayes left the position following an election at the company’s annual shareholder meeting Wednesday, alongside two other resigning board members, Javier Polit and Laurie Tucker.
Activist investor Ancora Holdings Group had urged shareholders to vote against the three candidates in the leadup to the vote, with the hedge fund getting support from proxy advisors Glass, Lewis & Co. and Institutional Shareholder Services (ISS).
Mayes failed to secure the 50.1 percent of votes required in the shareholder election to stay in his position, effectively forcing him to leave the position. Polit and Laurie Tucker surpassed the threshold and voluntarily resigned as board members.
“This vote is a clear mandate that shareholders expect Forward Air to expeditiously complete a credible strategic review that leads to a sale at a meaningful premium,” said Ancora in a statement. “Absent the more than 30 percent of shares that were legally committed to vote for the incumbent board, chairman George Mayes, Jr., Javier Polit and Laurie Tucker lost in a landslide, highlighting the substantial level of concern regarding the legitimacy of the board’s strategic review. We believe the resignations of these legacy directors will empower the board to carry out a thorough assessment of value-maximizing opportunities.”
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The Forward Air board first initiated a strategic review of its business in January, after multiple activist investors including Ancora had called for the company to consider a possible sale.
“Looking ahead, we are committed to advancing the company’s strategic alternatives review—which is well underway—and continued global transformation in order to improve operating results and maximize shareholder value,” the Forward Air board said in a statement. “We will continue to work closely with the management team to realize the company’s full intrinsic value.”
With new board members in charge, it appears prospective buyers are coming out of the woodwork.
Four private equity firms—Blackstone, Apollo Global Management, Platin Equity and Clearlake Capital—have expressed interest in acquiring Forward Air, according to a Friday report from Reuters. Clearlake Capital is the largest shareholder of Forward Air, holding a 12.6 percent stake as of March 31.
Both Blackstone and Apollo have signed confidentiality agreements with the logistics firm, allowing them to review documents and receive other information to shape a potential bid.
Initial takeover bids are due for submission during the first week of July, the report says, but there is no guarantee the PE firms will submit offers. There is also a possibility other suitors may emerge.
Forward Air’s trajectory took a turn for the worse when it first moved to acquire air, ocean and ground logistics services provider Omni Logistics in August 2023.
That decision was panned by both analysts and shareholders alike on multiple grounds. Shareholders were upset that the deal didn’t get put to a vote, and saddled Forward Air with $1.85 billion in debt. Analysts were critical of the deal for being convoluted, with freight forwarder customers sharing concerns that Forward was essentially acquiring a competitor.
Omni Logistics and Forward Air both sued each other in the months after as the latter sought an out from the deal.
Although the merger ended up materializing to kick off 2024, it resulted in the exits of both Forward Air CEO Tom Schmitt and Omni Logistics CEO J.J. Schickel.
Upon Schmitt’s departure last February, Mayes, a Forward board member since 2021, was installed as independent chairman.
Now, the company again seeks to figure out a turnaround plan with a new chair.
The Forward Air board appointed independent director Jerome Lorrain as executive chairman to replace Mayes. Lorrain previously served as chief operating officer of third-party logistics provider Ceva Logistics from July 2014 to June 2020 and currently serves as director of Log-Hub, a private supply chain solution and optimization company.
Additionally, the board is bringing on Paul Svindland as lead independent director. Svindland was formerly the CEO of STG Logistics since February 2020, before moving into the chairman role this past April.
With the changes, the board reduced its size to comprise eight directors, six of whom are independent. All directors have been appointed since January 2024, the same month Forward Air and Omni Logistics settled their respective litigation against one another and officially merged under one roof.
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