UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 30, 2025, upon the recommendation of the Compensation Committee, the Board of Directors of Forward Industries, Inc. (the “Company”) approved the following:
| · | Mr. Michael Pruitt, the Company’s interim Chief Executive Officer, will receive an annual base salary of $200,000, effective May 16, 2025. | |
| · | The annual base salary of Ms. Kathleen Weisberg, the Company’s Chief Financial Officer, was increased from $250,000 to $275,000, effective June 1, 2025. | |
| · | The stock options previously granted to Mr. Pruitt on January 28, 2025 for his service as a director will continue to vest in accordance with their original vesting schedule, subject to his continued employment with the Company as interim Chief Executive Officer. | |
| · | Each independent director was granted 12,147 stock options with a term of five years and a fair value of $40,000, as calculated using the Black-Scholes option pricing model. The stock options are exercisable at $6.37 per share and will vest 12 months from the grant date, subject to continued service as a director of the Company on the vesting date. | |
| · | The Board also approved the following annual cash compensation for the independent directors (effective June 1, 2025): (i) $100,000 to Sangita Shah, Chairperson, (ii) $70,000 to Sharon Hyrnkow, and (iii) $40,000 to Keith Johnson. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FORWARD INDUSTRIES, INC. | |||
| Date: June 4, 2025 | By: | /s/ Kathleen Weisberg | |
| Name: Kathleen Weisberg | |||
| Title: Chief Financial Officer | |||
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