Proxy Advisory Firms and Activist Investors Signal Critical Crossroads for Forward Air Corporation: A Call to Action for Shareholders

Forward Air Corporation (FWRD) stands at a pivotal moment in its history, one that could determine whether the logistics firm rebounds from catastrophic governance failures or succumbs to a shareholder revolt. The dual recommendations from proxy advisory giants ISS and Glass Lewis to oust three key directors—George S. Mayes, Jr., Javier Polit, and Laurie A. Tucker—have crystallized a rare alignment of institutional and activist pressure. This is no ordinary boardroom battle: it is a defining vote on whether Forward Air can reset its trajectory after a disastrous acquisition and years of value destruction.

The Case for Removal: Governance Failures and Financial Collapse

The impetus for the proxy advisors' harsh stance is clear: the $2.5 billion acquisition of Omni Logistics LLC in 2021 has become a poster child for mismanagement. Instead of delivering promised cost synergies, the deal saddled Forward Air with unsustainable debt while its stock price cratered from $121 in late 2021 to a recent $16.56—a staggering 87% decline.

ISS and Glass Lewis argue that the three directors in question bear direct responsibility for this collapse. Their oversight failures include:
- Poor Due Diligence: Failing to identify red flags in Omni's operations, such as inflated revenue projections.
- Strategic Missteps: Approving the acquisition despite a lack of post-merger integration plans.
- Ongoing Ineffectiveness: Slowing the current strategic review process, which shareholders hope will culminate in a sale or restructuring to unlock value.

Glass Lewis explicitly called the directors' contributions to the current review process “questionable,” citing their “lack of procedural accretiveness.” ISS went further, stating that their retention poses an “imminent risk” of further value destruction. Both firms' 2025 governance updates—emphasizing board diversity, transparency, and oversight of complex transactions—only heighten the scrutiny on this trio's qualifications.

The Activist Catalyst: Ancora Holdings' Play for Control

Behind the proxy advisors' recommendations looms the influence of Ancora Holdings Group, a 4% shareholder that has spearheaded the campaign to remove the directors. Ancora's argument is stark: the board's inability to execute a credible sale process is costing shareholders billions.

Forward Air's financials underscore their urgency. Despite 63.7% revenue growth in the last twelve months—a hollow victory—the company is projected to remain unprofitable in 2025 with a negative EPS of -$28.54. Debt obligations loom large, and without a sale, the path to profitability appears blocked.

Ancora's strategy is straightforward: ousting the directors weakens the board's cohesion, forcing management to prioritize a sale. The company's bylaws even mandate a director's resignation if they receive less than 50.1% support—a threshold now within reach due to the advisors' withhold votes.

A Broader Trend: Proxy Advisors as Governance Gatekeepers

This vote reflects a seismic shift in corporate governance. ISS and Glass Lewis are no longer mere observers; they are now active enforcers of accountability. Their 2025 guidelines—tighter independence standards, diversity mandates, and demands for transparency—have given activists like Ancora a powerful tool to challenge underperforming boards.

For Forward Air shareholders, the stakes could not be higher. A vote to retain the directors signals complacency in the face of a $2.5 billion error. A vote to oust them sends a clear message: it's time to prioritize shareholder value over institutional inertia.

The Call to Action: Vote Against the Legacy Directors

Investors holding Forward Air shares must recognize this vote as a binary choice:
- YES TO CHANGE: Support ISS and Glass Lewis by withholding votes for Mayes, Polit, and Tucker. This creates leverage to force a swift, transparent sale process, potentially unlocking value through a buyer's premium.
- NO TO CHANGE: Risk further erosion of value as the same board that approved the Omni disaster retains power, delaying critical decisions and squandering investor trust.

The data is unequivocal: Forward Air's stock has lost 87% of its value since the Omni deal. The board's track record has failed shareholders. Now is the moment to demand accountability—and the tools to do so are in the proxy ballot.

Act now. The future of Forward Air depends on it.

Disclosure: This article is for informational purposes only and should not be construed as investment advice. Readers are encouraged to conduct their own research and consult with a financial advisor.