What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-03-01 compared with 2021-03-01 · 80 added, 147 removed, 227 unchanged (50% of the section changed)

Forward Air (“Forward”, the “Company”, “we”, “our”, or “us”) is a leading asset-light freight and logistics company.

Forward Air Corporation (“Forward”, the “Company”, “we”, “our”, or “us”) is a leading asset-light freight and logistics company.

We provide less-than-truckload (“LTL”), final mile, truckload and intermodal drayage services across the United States and in Canada.

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Discontinued Operation

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On April 23, 2020, the Board approved a strategy to divest our Pool Distribution segment ( “ Pool ” ) within the next year.

Pool provides high-frequency handling and distribution of time sensitive product to numerous destinations within a specific geographic region.

Pool offers this service throughout the Mid-Atlantic, Southeast, Midwest and Southwest United States.

Accordingly, Pool has been classified as assets held for sale as of December 31, 2020 and for all prior periods presented.

Pool assets and liabilities are reflected as “Assets and liabilities held for sale” on the Consolidated Balance Sheets in this Form 10-K.

In addition, the results of operations for Pool have been presented in this Form 10-K as a discontinued operation and as a result, unless otherwise noted, the discussion in this Form 10-K only focuses on results of continuing operations.

The sale of Pool was consummated on February 12, 2021.

Ransomware Incident

In December 2020, we detected a ransomware incident impacting our operational and information technology systems, which caused service delays for many of our customers (“Ransomware Incident”).

Promptly upon our detection of the incident, we initiated response protocols, launched an investigation and engaged the services of cybersecurity and forensics professionals.

We have also engaged with the appropriate law enforcement authorities.

We continue to cooperate with law enforcement in connection with the criminal investigation into those responsible for the Ransomware Incident.

On April 23, 2020, the Board of Directors (the “Board”) approved a strategy to divest our Pool Distribution business (“Pool”), and the sale of Pool was completed on February 12, 2021.

Pool provided high-frequency handling and distribution of time sensitive product to numerous destinations within a specific geographic region.

Pool offered this service throughout the Mid-Atlantic, Southeast, Midwest and Southwest United States.

As a result of the strategy to divest of Pool, Pool’s results of operations are presented as a discontinued operation in our Consolidated Statements of Comprehensive Income for all periods presented.

In addition, assets and liabilities were reflected as “Current assets held for sale”, “Noncurrent assets held for sale”, “Current liabilities held for sale” and “Noncurrent liabilities held for sale” in the Consolidated Balance Sheets as of December 31, 2020.

Unless otherwise noted, amounts, percentages and discussion for all periods reflect the results of operations, financial condition and cash flows from our continuing operations.

Services Provided

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• Expand Service Offerings.

We believe we can increase freight volumes and revenues by offering new and enhanced services that address more of our customers’ premium transportation needs.

In the past few years, we have added or enhanced LTL pickup and delivery, final mile solutions, expedited truckload, temperature-controlled shipments, warehousing, drayage, customs brokerage and shipment consolidation and handling services.

These services benefit our existing customers and increase our ability to attract new customers.

We also believe we can increase freight volumes by providing services to customers like third-party logistics companies and international freight forwarders that have historically represented a small percentage of our customer base and by opening new terminals in under penetrated markets away from airport locations.

A key part of our growth strategy is to offer new and enhanced services that address our customers’ premium transportation needs.

Over the past few years, we added or enhanced LTL pickup and delivery, final mile solutions, expedited truckload, temperature-controlled shipments, warehousing, drayage, customs brokerage and shipment consolidation and handling services.

These services benefit our existing

customers and increase our ability to attract new customers.

Another part of our growth strategy is to open new terminals in under penetrated markets away from airport locations.

• Pursue Strategic Acquisitions.

We continue to evaluate and pursue acquisitions that support our growth strategy that involves organic infrastructure investments, as well as inorganic investments, including acquisitions of complementary businesses.

We continue to evaluate and pursue acquisitions that support our growth strategy.

In 2014 we created the foundation for what is our Intermodal segment by acquiring Central States Trucking Co.

Since the acquisition of CST, we have completed ten additional intermodal acquisitions including O.S.T.

Trucking, Inc.

Logistics Inc.

(collectively, “O.S.T.”) in July 2019 and Value Logistics, Inc.

(“Value Logistics”) in October 2020.

Since the acquisition of CST, we have completed thirteen additional intermodal acquisitions.

In order to enhance our final mile footprint, we acquired FSA Network, Inc.

(“FSA”) in April 2019, Linn Star Holdings, Inc., Linn Star Transfer, Inc.

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Star Logistics, LLC (collectively, “Linn Star”) in January 2020 and CLW Delivery, Inc.

and Linn Star Logistics, LLC (collectively, “Linn Star”) in January 2020 and CLW Delivery, Inc.

(“CLW”) in October 2020.

In May 2021, we acquired J&P Hall Express Delivery (“J&P”) to expand the expedited LTL footprint across the Southeastern United States.

• Enhance Information Systems.

We are committed to the development and enhancement of our information systems in order to provide us competitive service advantages and increased productivity.

We are committed to the development and enhancement of our information systems in order to provide competitive service advantages and increased productivity.

We believe our information systems have and will assist us in capitalizing on new business opportunities with existing and new customers.

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We offer our customers a high level of service with a focus on on-time, damage-free deliveries.

Our Expedited Freight network encompasses approximately 92% of all continental U.S.

Our Expedited Freight network encompasses approximatel y 92% of all continental U.S.

zip codes, with service in Canada.

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During 2021, our average shipment weighed approximately 729 pounds.

Although we impose no significant size or weight restrictions, we focus our marketing and price structure on shipments of 200 pou nds or more.

Expedited Freight generally does not market its services directly to shippers (where such services might compete with our freight and logistics intermediary customers).

Although we impose no significant size or weight restrictions, we focus our marketing and price structure on shipments of 200 p ou nds or more.

Expedited Freight markets its services primarily to freight and logistics intermediaries;

however, it may at times, provide such services to shippers if the opportunity is consistent with Expedited Freight’s strategy.

Also, because Expedited Freight does not place significant size or weight restrictions on shipments, we generally do not compete directly with integrated air cargo carriers such as United Parcel Service and FedEx Corporation in the overnight delivery of small parcels.

The table below summarizes the average weekly volume of freight moving through our LTL network for each year since 2007.

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Average Weekly

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Transportation

Expedited Freight’s licensed motor carrier contracts with independent contractor fleets, owner-operators and other third-party transportation capacity providers for most of its transportation services.

Our independent contractor fleet owners and owner-operators lease their equipment to the Company’s motor carrier (“Leased Capacity Providers”) and own, operate and maintain their own tractors and employ their own drivers.

Expedited Freight’s licensed motor carriers entered into contracts with independent contractor fleets, owner-operators and other third-party transportation capacity providers for most of its transportation services.

Our independent contractor fleet owners and owner-operators lease their equipment to the Company’s motor carriers (“Leased Capacity Providers”) and own, operate and maintain their own tractors and employ their own drivers.

Our freight handlers load and unload our trailers and vehicles for hauling by our Leased Capacity Providers between our terminals.

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To enhance our relationship with the Leased Capacity Providers, Expedited Freight seeks to pay rates that are generally above prevailing market rates, and our Leased Capacity Providers often are able to negotiate a consistent work schedule for their drivers.

Usually, Leased Capacity Providers negotiate schedules for their drivers that are between the same two cities or along a consistent route, improving quality of work life for the drivers of our Leased Capacity Providers and, in turn, increasing the retention rate of Leased Capacity Providers.

As a result of efforts to expand our logistics and other services, and in response to seasonal demands and volume surges in particular markets, we also purchase transportation from other surface transportation providers to handle overflow volume.

Of the $583.5 million incurred for Expedited Freight's transportation during 2020, we purchased 44% from the Leased Capacity Providers of our licensed motor carrier, 35% from our company fleet and 21% from other surface transportation providers.

Of the $743,418 incurred for Expedited Freight's transportation during 2021, we purchased 30.4% from the Leased Capacity Providers of our licensed motor carrier, 44.9% from third-party cartage agents and 24.7% from other surface transportation providers.

All of our Expedited Freight independent contractor tractors are equipped with in-cab communication devices, which enable us to communicate with drivers, plan and monitor shipment progress and monitor and record drivers’ hours of service.

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Expedited Freight offers final mile services which include the delivery and installation of heavy bulky appliances such as washing machines, dryers, dishwashers and refrigerators.

Through the acquisition of FSA Logistix in 2019 and acquisition of Linn Star in January 2020, Expedited Freight significantly expanded its final mile geographic footprint and now operates in 109

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locations nationwide.

Through the acquisition of FSA Logistix in 2019, Linn Star in January 2020, and CLW in October 2020, Expedited Freight significantly expanded its final mile geographic footprint and now operates in 112 locations nationwide.

Expedited Freight is also increasingly integrating these deliveries into its LTL pickup and delivery and terminal operations so as to increase network density and lower overall LTL unit costs.

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Because we deliver dependable service, integrated air cargo carriers use our network to provide overflow capacity and other services, including shipment of bigger packages and pallet-loaded cargo.

In 2020, Expedited Freight’s ten largest customers accounted for approximately 59% of its operating revenue and had one customer with revenue greater than 10% of Expedited Freight operating revenue for 2020.

One customer accounted for more than 10% of our consolidated revenue.

In 2021, Expedited Freight’s ten largest customers accounted for approximately 40% of its operating revenue and no single customer had revenue greater than 10% of Expedited Freight operating revenue for 2021.

Our Intermodal segment provides first- and last-mile high value intermodal container drayage services both to and from seaports and railheads.

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All of our Intermodal company and independent contractor tractors are equipped with computer tablets, which enable us to communicate with our drivers, plan and monitor shipment progress and monitor our drivers’ hours of service.

We use the real-time global positioning data obtained from these devices to improve customer and driver service and provide a high level of shipment visibility to our customers (including immediate POD signature capture).

We use the real-time global positioning data obtained from these devices to improve customer and driver service and provide a high level

of shipment visibility to our customers (including immediate POD signature capture).

We believe that our technology is a key differentiator and enables us to provide a higher level of service than our competitors.

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Intermodal’s customer base is primarily comprised of international freight forwarders, passenger and cargo airlines, beneficial cargo owners and steamship lines.

In 2020, Intermodal’s ten largest customers accounted for approximately 32% of its operating revenue and had no customers with revenue greater than 10% of Intermodal operating revenue for 2020.

In 2021, Intermodal’s ten largest customers accounted for approximate ly 32% of its operating revenue and had one customer with revenue greater than 10% of Intermodal operating revenue for 2021.

We compete in the North American transportation and logistics services industry, and the markets in which we operate are highly competitive, very fragmented and historically have few barriers to entry.

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Our Intermodal segment primarily competes with national and regional drayage providers.

We believe competition in our segments is based primarily on quality service, available capacity, on-time delivery, flexibility, reliability, security, transportation rates, location of facilities, and business relationships, and we believe we compete favorably with other transportation service companies.

To that end, we believe our Expedited Freight segment has an advantage over other truckload and less-than-truckload carriers because Expedited Freight delivers faster, more reliable services between cities at rates that are generally significantly below the charge to transport the same shipments to the same destinations by air.

We believe our Intermodal segment has a competitive advantage over other drayage providers because we deliver faster, more reliable service while offering greater shipment visibility and security.

We believe our Intermodal segment has a competitive advantage over other drayage providers because we deliver more reliable service while offering greater shipment visibility and security.

Additionally, we believe our Intermodal segment is one of the leading providers of drayage and related services in North America today.

We market all of our services through a sales and marketing staff located in major markets of the United States.

Senior management also is actively involved in sales and marketing at the national and local account levels.

We participate in trade shows and advertise our services through direct mail programs and through the Internet via www.forwardaircorp.com, www.forwardair.com, www.forwardairsolutions.com and www.cstruck.com.

We market our services through all of our websites.

The information contained on our websites is not part of this filing and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this report.

Senior management is also actively involved in sales and marketing to the national and local account levels.

We participate in trade shows and advertise our services through digital marketing channels, trade publications, and the Internet via www.tlxpedited.com, www.forwardair.com, www.forwardaircorp.com, and www.forward-intermodal.com.

Our websites promote and describe our services in addition to lead generation support.

The information on our websites is not part of this filing and is therefore not incorporated by reference unless such information is specifically referenced elsewhere in this report.

Historically, our operating results have been subject to seasonal trends when measured on a quarterly basis.

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We strive to put people at the center of everything we do by empowering our workforce to improve their lives and realize their full potential.

The recruitment, training and retention of qualified employees are essential to support our continued growth and to meet the service requirements of our customers.

The recruitment, training and retention of qualified employees is essential to support our continued growth and to meet the service requirements of our customers.

As of December 31, 2021, we had 4,035 full-time employees, 975 of whom were freight handlers and an additional 292 part-time employees, the majority of whom were freight handlers.

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Roadway Health and Safety

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We are committed to educating our people and promoting driver health and wellness through routine communication campaigns and information designed to improve knowledge and produce safer results.

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Drivers who obtain four quarterly bonuses are eligible to win a new vehicle.

In 2020, 325 divers qualified for the vehicle giveaway, a 172% increase since the inception of the program in 2018.

In 2021, 211 Leased Capacity Providers as well as Company-employed drivers qualified for the vehicle giveaway.

Looking ahead, we will continue to identify and promote opportunities to adopt health and wellness practices for the drivers of our Leased Capacity Providers.

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Our commitment to a diverse and inclusive workplace begins at the top, starting with our Board.

Diversity in race, ethnicity, and gender are important factors in evaluating candidates for board nominees and since July 2017, we have added three female directors to our Board.

Diversity in race, ethnicity, and gender are important factors in evaluating candidates for board nominees and since July 2017, we have added four female directors to our Board, two directors who identify as Hispanic, one director who identifies as African American and one director who identifies as Indian.

We believe diverse backgrounds and experiences are important to provide a range of perspectives to overcome challenges, improve business performance, and support good decision making.

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Our employees are also offered three D&I trainings throughout the year, Understanding Diversity, Generational Awareness, and Emotional Intelligence.

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Compensation and Benefits

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We understand that a work / life balance is important to our employees.

We are consistently improving our paid time off benefits for all of our employees, which allows us to retain and recruit quality employees.

We consistently strive to improve our paid time off benefits for all of our employees, which allows us to retain and recruit quality employees.

Beyond our benefits package, career advancement has always been at the forefront for our employees and we truly pride ourselves with being able to promote from within.

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We own the majority of the trailers we use, but we supplement at times with leased trailers.

As of December 31, 2020, we had 6,009 owned trailers in our fleet with an average age of approximately five years.

As of December 31, 2021, we had 6,370 owned trailers in our fleet with an average age of approximately six years.

In addition, as of December 31, 2021, we also had 404 leased trailers in our fleet.

As of December 31, 2020, we had 232 owned tractors and straight trucks in our fleet, with an average age of approximately eight years.

As of December 31, 2021, we had 267 owned tractors and straight trucks in our fleet, with an average age of approximately five years.

In addition, as of December 31, 2021, we also had 598 leased tractors and straight trucks in our fleet.

Environmental Protection and Community Support

At Forward, we embrace a comprehensive definition of sustainability that addresses Environmental, Social, and Governance factors (“ESG”).

We embrace a comprehensive definition of sustainability that addresses Environmental, Social, and Governance factors (“ESG”).

To our employees, our communities, our customers, our suppliers, and our investors, each impact area matters.

In 2019, Forward’s Board amended the Corporate Governance and Nominating (“CG&N”) Committee Charter to oversee our efforts related to environmental, social, and governance matters, and management of sustainability-related risks and opportunities.

In 2019, our Board amended the Corporate Governance and Nominating (“CG&N”) Committee Charter to oversee our efforts related to environmental, social, and governance matters, and management of sustainability-related risks and opportunities.

At least twice a year, the CG&N Committee is updated on each of these topics and provides feedback and recommendations that it deems appropriate.

At the beginning of 2020, Forward’s leadership created and staffed the Head of Corporate ESG role to provide oversight of Forward’s ESG vision, strategic planning, performance management and improvement activities.

Shortly after, Forward initiated an ESG market analysis and benchmarking exercise that explored the ESG issues that most impact transportation and logistics industries and marketplaces.

At the beginning of 2020, our leadership created and staffed the Head of Corporate ESG role to provide oversight of our ESG vision, strategic planning, performance management and improvement activities.

Shortly after, we initiated an ESG market analysis and benchmarking exercise that explored the ESG issues that most impact transportation and logistics industries and marketplaces.

In second quarter of 2020, we began to conduct an ESG assessment, starting with a third-party stakeholder assessment that served as a basis for identifying and prioritizing ESG topics most relevant to our industry, our business, and our stakeholders.

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We followed with a more in-depth assessment of risks and opportunities, utilizing Sustainable Accounting Standards Board (“SASB”) standards as a guide, in order to further refine our disclosure topics and gain stakeholder alignment.

SASB identifies Forward as part of the “Airfreight and Logistics” industry;

SASB identifies us as part of the “Airfreight and Logistics” industry;

we decided to also incorporate the disclosure topics under “Road Transportation” to assure that all relevant topics for our business were represented in this analysis.

This more detailed assessment yielded clarity of our ESG topics and prioritization based on the degree of both qualitative and quantitative impact to our business.

We identified ten ESG topic priority areas relevant to Forward’s business and mapped each to widely adopted ESG reporting standards as identified by SASB.

We identified ten ESG topic priority areas relevant to our business and

mapped each to widely adopted ESG reporting standards as identified by SASB.

Within these ten topic areas, we identified specific related risks and opportunities, and aligned on improvement activities.

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The following are the ten ESG topic priority areas we identified relevant to our business and the foundation for our sustainability approach:

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Responsible Supplier Practices;

GHG Emissions Reduction Practices;

Green House Gas (“GHG”) Emissions Reduction Practices;

and Air Quality Practices

Beyond our roadway safety focus, Forward employs, maintains, and monitors a robust Health and Safety program for all of our workers which establishes procedures and policies to prevent workplace incidents.

Beyond our roadway safety focus, we employ, maintain, and monitor a robust Health and Safety program for all of our workers which establishes procedures and policies to prevent workplace incidents.

As part of our assessment, we have identified improvement activities to develop a comprehensive Emergency Preparedness Plan (“EPP”) for all our facilities.

The EPP is under development and in compliance with OSHA 29 CFR 1910 standards and FMCSA 49 CFR.

When completed in 2021, we will distribute and maintain this EPP for employees and independent contractors alike, across our facilities and corporate offices.

When completed, we will distribute and maintain this EPP for employees and independent contractors alike, across our facilities and corporate offices.

We are committed to supporting and giving back to the communities where we live and work, particularly through the support of our employee Veterans, and to the community of Veterans in North America.

We continue to support our Veterans through our charitable organization, Operation:

Forward Freedom, a manifestation of our Company’s ongoing commitment to Veteran-related causes.

Forward Freedom, a manifestation of our ongoing commitment to Veteran-related causes.

Operation Forward Freedom’s largest fundraising event is intended to be The Inaugural Drive for Hope Golf tournament.

In 2020, the Inaugural Drive For Hope Golf Tournament was postponed due to COVID-19.

In 2020 and 2021, the Inaugural Drive For Hope Golf Tournament was postponed due to COVID-19.

The Drive For Hope Golf Tournament is scheduled to take place in 2022.

We also partner with non-profit organizations that positively impact our communities and our industry.

Through our partnership with Truckers Against Trafficking, we have conducted training for over-the-road drivers to educate and equip them with the tools needed to combat human trafficking.

Forward partners with Women in Trucking to encourage and promote the employment of women within our industry.

We partner with Women in Trucking to encourage and promote the employment of women within our industry.

Our team of drivers is currently comprised of 15% women, roughly twice the U.S.

industry average, and we continue to seek opportunities to improve upon that percentage.

Forward is committed to promoting a healthier natural environment by striving for continuous environmental improvements in all aspects of our business.

Forward is currently reducing emissions and energy consumption through several ongoing programs, including:

• installation of LED lighting in various facilities;

• installation of skirts on all of our trailers to improve fuel efficiency;

• and employment of electric forklifts for our intermodal and final mile facilities.

Forward is also aligning with industry certifications, continuing to be a SmartWay certified company.

We are committed to promoting a healthier natural environment by striving for continuous environmental improvements in all aspects of our business.

We are currently reducing emissions and energy consumption through several ongoing programs and is committed to tracking and reducing our GHG emissions and improving energy efficiency.

We are also aligning with industry certifications, continuing to be a SmartWay certified company.

SmartWay is a certification from the U.S.

Environmental Protection Agency (“EPA”) verifying company compliance with EPA regulations, including fuel efficiency ranges and emission standards.

We recognize the value in describing our sustainability focus and plan to publish our first ESG report in the first quarter of 2021.

In 2021, we published our first ESG Report outlining our commitments and associated focus areas.

Since publication, we have been focused on data aggregation.

In our future reporting, we will incorporate data requirements identified by widely accepted sustainability frameworks (CDP, SASB, GRI, etc.) and set measurable targets and goals for our priority areas.

We are committed to making our results count across the country and will continue to update our future disclosures accordingly.

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For vehicle liability, we retain a portion of the risk.

Below is a summary of our risk retention on vehicle liability insurance coverage maintained by us through $10.0 million (in millions):

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Below is a summary of our risk retention on vehicle liability insurance coverage maintained by us through $10,000 (in thousands):

Risk Retention Frequency Layer Policy Term

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Truckload business $ 2,000 Occurrence/Accident² $0 to $2,000 10/1/2021 to 10/1/2022

LTL and Truckload businesses $ 6.00 Policy Term Aggregate³ $3.0 to $5.0 10/1/2020 to 10/1/2021

LTL and Truckload businesses $ 5.00 Policy Term Aggregate³ $5.0 to $10.0 10/1/2020 to 10/1/2021

LTL business $ 6,000 Policy Term Aggregate³ $3,000 to $5,000 10/1/2021 to 10/1/2022

LTL, Truckload and Intermodal businesses $ 2,500 Policy Term Aggregate³ $5,000 to $10,000 10/1/2021 to 10/1/2022

Intermodal $ 1,000 Occurrence/Accident² $0 to $1,000 10/1/2021 to 10/1/2022

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³ During the Policy Term, we are responsible for damages and defense within the stated Layer up to the stated, aggregate amount of Risk Retention before insurance will respond.

Also, from time to time, when brokering freight, we may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and we maintain third-party liability insurance coverage with a $0.1 million deductible per occurrence for most of our brokered services.

Additionally, we maintain workers’ compensation insurance with a self-insured retention of $0.5 million per occurrence.

Also, from time to time, when brokering freight, we may face claims for the “negligent selection” of outside, contracted carriers that are involved in accidents, and we maintain third-party liability insurance coverage with a $100 deductible per occurrence for most of our brokered services.

Additionally, we maintain workers’ compensation insurance with a self-insured retention of $500 per occurrence.

We cannot guarantee that our self-insurance retention levels will not increase and/or that we may have to agree to more unfavorable policy terms as a result of market conditions, poor claims experience or other factors.

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We are also subject to employment laws and regulations, including the changing regulatory landscape, with the potential effects of California Assembly Bill 5 (“California AB5”), which introduced a new test for determining worker classification that is viewed as expanding the scope of employee relationships and narrowing the scope of independent contractor relationships.

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Additionally, our Canada business activities are subject to similar requirements imposed by the laws and regulations of Canada, as well as its provincial laws and regulations.

Regulatory requirements, and changes in regulatory requirements, may affect our business or the economics of the industry by requiring changes in operating practices or by influencing the demand for and increasing the costs of providing transportation services.

Regulatory requirements, and changes in regulatory requirements, may

affect our business or the economics of the industry by requiring changes in operating practices or by influencing the demand for and increasing the costs of providing transportation services.

Service Marks

Through one of our subsidiaries, we hold federal trademark registrations or applications for federal trademark registration, associated with the following service marks:

Forward Air, Inc.®, North America’s Most Complete Roadfeeder Network®, Keeping Your Business Moving Forward®, Forward Air®, Forward Air Complete®, PROUD®, Total Quality, Inc.®, TQI, Inc.®, TQI®, Central States Trucking Co.®, First in “Last Mile” Home Delivery®, FSA Logistix®, FSA Logistix A Final Mile Company®, FSA Network, Inc.®, Forward CST Because it matters, think Forward SM , Forward LTL Because it matters, think Forward SM , Final Forward Mile Because it matters, think Forward SM , Forward Truckload Services Because it matters, think Forward SM , and Forward Solutions Because it matters, think Forward SM , Precision Execution Safe.

Reliable SM , and Forward SM .

These marks are of significant value to our business.

Through one of our subsidiaries, we hold U.S.

federal trademark registrations associated with the following service marks:

Forward (logo), Forward Air, Inc.

(logos), circle design (logo), Forward Air®, Forward Air (logos), Forward Air Complete®, Forward Air Complete (logo), Forward Air Solutions®, Forward Air Solutions (logo), TQI, inc.

(logo), TQI (logo), Central States Trucking Co.

(logo), FAF, Inc.

(logo), FSA Logistix (logo), First in “last mile” Home Delivery®, North America’s Most Complete Road Feeder Network®, and Keeping Your Business Moving Forward®.

We also hold an allowed federal trademark application for the Precision Execution logo.

We additionally have certain common law service mark rights, including in the tagline When It Matters, Think Forward, that are not currently registered with the United States Patent and Trademark Office.

As our brands evolve, certain of these marks may go out of use, and others may be developed over time.

Our marks are of significant value to our business.

Available Information

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The information provided on the website is not part of this report, and is therefore not incorporated by reference unless such information is otherwise specifically referenced elsewhere in this report.

Information About our Executive Officers

The current executive officers of the Company, as of February 26, 2021 are listed below.

The ages listed below are as of December 31, 2020.

The following are our executive officers:

Name Age Position

Thomas Schmitt 55 President, Chief Executive Officer and Executive Chairman

Morris 52 Chief Financial Officer and Treasurer

Hance 48 Chief Legal Officer & Secretary

Ruble 58 Chief Operating Officer

Schara 53 Chief Commercial Officer

There are no family relationships between any of our executive officers.

All officers hold office until the earliest to occur of their resignation or removal by the Board of Directors.

Thomas Schmitt has served as President, Chief Executive Officer and director since September 2018 and was elected Chairman of the Board in May 2019.

Prior to joining Forward Air, Mr.

Schmitt served as Management Board Member and Chief Commercial Officer for DB Schenker, a Global Logistics Company from June 2015 to July 2018.

From January 2013 to April 2015, Mr.

Schmitt was President, CEO and Director of Aqua Terra, a Canadian provider of natural spring water.

From 2010 to 2012, Mr.

Schmitt served as President, CEO and Director of Purolator, a Canadian parcel and freight transportation company.

Prior to joining Purolator, Mr.

Schmitt spent 12 years at FedEx in Memphis, TN where he served as CEO of FedEx Supply Chain and SVP of FedEx Solutions.

Prior to his time with FedEx, Mr.

Schmitt held senior roles at McKinsey & Company.

Schmitt has been a member of the Xynteo Leadership board since 2018 and a Non-Executive Director of the Ferguson Plc board since February 2019.

Schmitt also served on the board of directors of Dicom Transportation Group from January 2014 to June 2018, Zooplus AG, from June 2013 to May 2016, Univar, Inc., from July 2008 to June 2013 and Cyberport GmbH since June 2015.

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Morris has served as Chief Financial Officer and Treasurer since June 2016.

From 2010 to 2015, Mr.

Morris was the Senior Vice President of Finance & Treasurer at Con-way Inc.

(“Con-way”) and in 2016 he transitioned to be the Senior Vice President of Finance & Treasurer at XPO Logistics Inc.

(“XPO”) following XPO's acquisition of Con-way.

Hance has served as Chief Legal Officer and Secretary since May 2014.

From May 2010 until May 2014, he served as Senior Vice President of Human Resources and General Counsel.

From January 2008 until May 2010, he served as Senior Vice President and General Counsel, and from August 2006 until January 2008, he served as Vice President and Staff Counsel.

Before joining us, Mr.

Hance practiced law with the law firms of Baker, Donelson, Bearman, Caldwell and Berkowitz, P.C.

from October 2003 until August 2006 and with Bass, Berry & Sims, PLC from September 1999 to September 2003.

Ruble has served as Chief Operating Officer for the entire Company since May 2019.

Ruble was Chief Operating Officer for the Company’s LTL, including Final Mile and Pool Distribution segments from June 2018 to May 2019.

Prior to this role, Mr.

Ruble was President, Expedited Services from January 2016 to June 2018, Executive Vice President, Operations from August 2007 to January 2016, and Senior Vice President, Operations from October 2001 until August 2007.

He was a Regional Vice President from September 1997 to October 2001 and a regional manager from February 1997 to September 1997, after starting with the Company as a terminal manager in January 1996.

From June 1986 to August 1995, Mr.

Ruble served in various management capacities at Roadway Package System, Inc.

Schara has served as Chief Commercial Officer since August 2020.

Prior to joining the Company, Mr.

Schara served as Chief Commercial Officer of Coyote Logistics Inc.

(“Coyote Logistics”) since June 2019 and in other various leadership positions of increasing responsibility since he began his career at Coyote Logistics in 2010, including President, Global Sales and Executive Vice President, Strategic Accounts.

From 2008 to 2010, Mr.

Schara served as Assistant Vice President of Enterprise Development at Hub Group, Inc.

(“Hub Group”) and as Regional Sales Manager at Hub Group from 2005 to 2008.

Schara held various other leadership positions at Alliance Shippers, Inc.

from 2004 to 2005, The Home Depot, Inc.

from 2000 to 2004 and at Exel Logistics, Inc.

from 1995 to 2000.

Other information required by this item is incorporated herein by reference to our proxy statement for the 2021 Annual Meeting of Shareholders (the “2021 Proxy Statement”).

The 2021 Proxy Statement will be filed with the SEC not later than 120 days subsequent to December 31, 2020.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business