Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-03-09

Forward Industries (FWDI)

CEO Michael Pruitt was paid $873,817 in fiscal year 2025 (SEC filing 0001683168-26-000507 ↗): executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$873,817
Michael Pruitt total, FY2025
—
CEO pay percentile vs peers
—
CEO-to-median pay ratio
99.83%
Say-on-pay support, latest vote

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01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Michael Pruitt$75,000$30,000$0$713,817$0$0$55,000$873,817
Interim Chief Executive Officer
Kathleen Weisberg258,333100,0000356,9090010,750725,992
Chief Financial Officer
Robert Wild290,0000000019,247309,247
Executive Officer of IPS
Terence Wise160,500000008,000168,500
Former Chief Executive Officer

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY2024→2025
Michael Pruitt$873,817———
Kathleen Weisberg725,992257,99564,499↑ +467,997
Robert Wild309,247—351,411—
Terence Wise168,500252,750337,000↓ −84,250

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

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Companies that benchmark against FWDI
No companies currently name FWDI as a compensation peer in their most recent disclosure.

This is the complete answer, not a partial one — the list is never padded.

01c

Board of directors

One page per director: the seat, the committees and the fee table, read for one person at a time.

DirectorRoleFY2025 total
Keith JohnsonIndependent Director$53,333
Pyahm (Kyle) SamaniChair of the Board—
Sangita ShahIndependent Director$1,438,001
Saurabh SharmaIndependent Director—
Sharon HrynkowFormer director (through FY2025)$480,243
02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Michael PruittOption—————$713,817
Kathleen WeisbergOption—————356,909
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Michael Pruitt$0$0$713,8170.0%
Kathleen Weisberg00356,9090.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
Sangita ShahPSU60,000—$1,298,000
Sharon HrynkowPSU43,333—436,909
Keith JohnsonPSU13,333—134,431
Sangita ShahPSU80,001—1,438,001
Michael PruittPSU15,000—151,239
05

Incentive-plan design — the Compensation Discussion & Analysis

The compensation structure encourages management to make decisions that favor the Company's future stability and profitability, rather than short term results.

CEO STI target (% of salary)—
CEO LTI target (% of salary)—
Independent consultant—
Clawback policyTrue
Anti-hedgingTrue
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-03-0349,676,22184,8712,369,90199.83%Passed
20232023-02-144,649,801116,88315,83897.22%Passed
20202020-02-114,836,01792,29435,22398.13%Passed
20172017-02-092,973,306133,67322,14195.7%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-03-0399.83%a
20232023-02-1497.22%b
20202020-02-1198.13%c

a. Voting standard not stated in the filing.

b. Approved under the standard stated in the filing — “How are abstentions treated? Abstentions have the same effect as a vote "Against" for Proposals 2 and 3.”.

c. Approved under the standard stated in the filing — “Which Proposals are Considered "Routine" or "Non-Routine"? Proposals 1 and 2 are non-routine and Proposal 3 is routine How are abstentions treated? Abstentions have no effect on the outcome of any matter being voted on.”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)—
CEO total compensation—
Median employee compensation—
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Sangita ShahIndependent · Audit and Risk · Compensation (Chair) · Nominating and Governance$60,000$1,298,000$80,001——$1,438,001
Sharon HrynkowIndependent · Departed during FY43,333—436,909—0480,243
Michael PruittEmployee director · Newly elected15,000—40,000——55,000
Keith JohnsonIndependent · Audit and Risk (Chair) · Compensation · Nominating and Governance · Newly elected13,333—40,000——53,333
Pyahm (Kyle) SamaniIndependent · Board Chair · Audit and Risk · Newly elected000—00
Saurabh SharmaIndependent · Newly elected000—00
09

Board fee structure and ownership guideline

Annual cash retainer—
Annual equity retainer—
Per board meeting fee—
Committee chair fees (audit / comp / nom-gov)—
Stock ownership guideline—
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$131,666
Equity awards (grant-date value)$1,298,000
All other compensation$0
Total cost of the board$1,429,666

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1Forward Industries2025Michael Pruitt$75,000$0$713,817$0$873,817

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

10d

Frequently asked questions

Who was the highest-paid executive at Forward Industries in fiscal 2025?
As disclosed, Michael Pruitt (Interim Chief Executive Officer) was the highest-paid executive at Forward Industries in fiscal 2025, with total compensation of $873,817.
How did shareholders vote on Forward Industries's executive compensation?
As disclosed, 99.83% of shareholders supported Forward Industries's executive compensation in the latest say-on-pay vote.
How much does Forward Industries spend in total on board compensation for fiscal 2025?
As disclosed, Forward Industries reported total board compensation of $1,429,666 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Michael PruittDEF 14A2026-01-260001683168-26-000507Section “Summary Compensation Table” · page 17. As printed: 873,817. Filing ↗machine: t42 · r2 · c10 · span 234070–234077
2Section 01, Kathleen WeisbergDEF 14A2026-01-260001683168-26-000507Section “Summary Compensation Table” · page 17. As printed: 725,992. Filing ↗machine: r8 · c10 · span 240507–240514
3Section 01, Robert WildDEF 14A2026-01-260001683168-26-000507Section “Summary Compensation Table” · page 17. As printed: 309,247. Filing ↗machine: r11 · c10 · span 243602–243609
4Section 01, Terence WiseDEF 14A2026-01-260001683168-26-000507Section “Summary Compensation Table” · page 17. As printed: 168,500. Filing ↗machine: t42 · r5 · c10 · span 237235–237242
5Section 03, Michael Pruitt OptionDEF 14A2026-01-260001683168-26-000507Section “ELECTION OF DIRECTORS &” · grants of plan-based awards table. Filing ↗machine: t42 · r2 · c6 · span 233447–233454
6Section 03, Kathleen Weisberg OptionDEF 14A2026-01-260001683168-26-000507Section “ELECTION OF DIRECTORS &” · grants of plan-based awards table. Filing ↗machine: t42 · r8 · c6 · span 239992–239999
7Section 07, pay ratioDEF 14A2026-01-260001683168-26-000507Section “CEO Pay Ratio”. As printed: —. Filing ↗
8Section 08, Sangita ShahDEF 14A2026-01-260001683168-26-000507Section “Director Compensation”. As printed: 1,438,001. Filing ↗machine: t39 · r4 · c7 · span 217345–217435
9Section 08, Sharon HrynkowDEF 14A2026-01-260001683168-26-000507Section “Director Compensation”. As printed: 480,243. Filing ↗machine: t39 · r6 · c7 · span 218976–219064
10Section 08, Michael PruittDEF 14A2026-01-260001683168-26-000507Section “Director Compensation”. As printed: 55,000. Filing ↗machine: t39 · r10 · c7 · span 222048–222135
11Section 08, Keith JohnsonDEF 14A2026-01-260001683168-26-000507Section “Director Compensation”. As printed: 53,333. Filing ↗machine: t39 · r8 · c7 · span 220606–220693
12Section 08, Pyahm (Kyle) SamaniDEF 14A2026-01-260001683168-26-000507Section “Director Compensation”. As printed: 0. Filing ↗machine: t39 · r2 · c7 · span 215795–215796
13Section 08, Saurabh SharmaDEF 14A2026-01-260001683168-26-000507Section “Director Compensation”. As printed: 0. Filing ↗
14Section 06, 2026 voteForm 8-K2026-03-090001683168-26-001618Item 5.07 · say-on-pay result. As reported: 99.83% (votes for as printed: 49,676,221). Filing ↗
15Section 06, 2023 voteForm 8-K2023-02-150001683168-23-000939Item 5.07 · say-on-pay result. As reported: 97.22% (votes for as printed: 4,649,801). Filing ↗
16Section 06, 2020 voteForm 8-K2020-02-190001683168-20-000527Item 5.07 · say-on-pay result. As reported: 98.13%. Filing ↗
17Section 01 trend, Δ column (computed)Computed——Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
18Section 03b vehicle mix (computed)Computed——RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
19Section 09b board cost (computed)Computed——Cash 131,666 + equity 1,298,000 + all other 0 = 1,429,666, summed across the director compensation table rows.machine: formula: Σ = 1,429,666
20Forward Industries (subject), Section 10b CEO totalDEF 14A2026-01-260001683168-26-000507CEO total compensation as printed in Forward Industries's own proxy. As printed: 873,817. Filing ↗machine: t42 · r2 · c10 · span 234070–234077

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