RADIANT LOGISTICS INC
For the period ended Nov 15, 2024. Filed Oct 7, 2024.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 15, 2024 · Filed Oct 7, 2024
Contents
PROXY STATEMENT SUMMARY
This executive summary provides an overview of the information included in this proxy statement. We recommend that you review the entire proxy statement and our 2024 Annual Report to Stockholders before voting.
2024 ANNUAL MEETING OF STOCKHOLDERS
| DATE AND TIMEFriday, November 15, 20249:00 a.m., Local Time LOCATIONRadiant Logistics, Inc.Principal Executive OfficesTriton Towers Two700 S. Renton Village Place,Seventh FloorRenton, Washington 98057 RECORD DATEHolders of record of our common stock at the close of business on September 23, 2024, are entitled to notice of, to attend, and to vote at the 2024 Annual Meeting of Stockholders or any continuation, postponement, or adjournment thereof. · VOTING ITEMS | ||
|---|---|---|
| Proposal | Board’s Vote Recommendation | Page |
| Proposal No. 1:Election of directors | FOR | 26 |
| Proposal No. 2:Ratification of appointment of independent registered public accounting firm | FOR | 30 |
| Proposal No. 3:Advisory vote on executive compensation | FOR | 32 |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on Friday, November 15, 2024This proxy statement and our 2024 Annual Report of Stockholders are available online, free of charge, at www.proxyvote.com. On this website, you will be able to access this proxy statement, our 2024 Annual Report, and any amendments or supplements to these materials that are required to be furnished to stockholders. We encourage you to access and review all of the important information contained in the proxy materials before voting.
Radiant Logistics, Inc. – 2024 Proxy Statement 4
Fiscal year 2024 BUSINESS SUMMARY
FINANCIAL
| $802.5 million | RevenuesAchieved $802.5 million in total revenues |
|---|---|
| $236.5 million | Non-GAAP Adjusted Gross ProfitAchieved $236.5 million in non-GAAP adjusted gross profit |
| $7.7 million | Net IncomeAchieved net income of $7.7 million, or $0.16 per basic and fully diluted share |
| $22.6 million | Non-GAAP Adjusted Net IncomeAchieved non-GAAP adjusted net income of $22.6 million, or $0.48 per basic and $0.46 per fully diluted share |
| $31.2 million | Non-GAAP Adjusted EBITDA and Adjusted EBITDA MarginAchieved non-GAAP adjusted EBITDA of $31.2 million, and non-GAAP adjusted EBITDA Margin of 13.2% |
OPERATIONAL
| | Strong Network of Company-Owned Locations and Strategic Operating PartnersMaintains a strong network of over 30 company-owned locations and over 100 strategic operating partners (independent agents) in the United States and Canada as well as additional global partners to facilitate international shipments |
|---|---|
| | Compelling Multi-Modal Service OfferingContinues to build out a strong compelling multi-modal service offering, leveraging our technology and bundling value-added logistics solutions with our core transportation service offerings |
| | Highly Diversified Customer BaseCultivates significant long-standing customer relationships across the platform, with no one customer representing more than 10% of our revenues |
STRATEGIC
| $1.0 million | 2024 Investment in Robust and Advanced Technology Offerings and PlatformProvides robust and advanced technology offerings to our customers, our company-owned locations, strategic operating partners, and to support corporate and finance operations. During fiscal year 2024, we invested over $1.0 million on technology enhancements and software systems to increase our operating efficiency and improve technology offerings. |
|---|---|
| 28 acquisitions | Proven Growth PlatformContinues to deliver profitable growth with a track record of executing and integrating 28 acquisitions since our inception in 2006, including 10 strategic operating partner conversions that are representative of a broader pipeline of strategic operating partner conversions inherent in our agent-based network as more of our strategic operating partners approach retirement age. |
Annex I provides reconciliations of non-GAAP financial measures to most comparable U.S. GAAP measures.
Radiant Logistics, Inc. – 2024 Proxy Statement 5
CORPORATE GOVERNANCE
HIGHLIGHTS
| | Three-quarters of directors are independent | | Annual say-on-pay vote |
|---|---|---|---|
| | Annual election of all directors | | Officer and director stock ownership and retention requirements |
| | Majority vote standard for uncontested director elections, with a director resignation policy | | Prohibitions on hedging, pledging, and stock option repricing |
| | Emphasis on diversity in Board refreshment efforts | | Double trigger change of control arrangements |
| | Independent lead director | | Robust clawback policy |
| | Board oversight of ESG policies | | No poison pill |
| | Robust Board and committee evaluations | | Single class of stock |
STOCKHOLDER ENGAGEMENT
We are committed to a robust and proactive stockholder engagement program. The Board of Directors values the perspectives of our stockholders, and feedback from stockholders on our business, corporate governance, executive compensation, and sustainability practices are important considerations for Board discussions throughout the year.
During fiscal year 2024, our Board reached out to 25 of our largest institutional investors. Stockholder feedback is thoughtfully considered and has led to modifications in our executive compensation program, governance practices and disclosures. Some of the actions we have taken in response to feedback over the last several years are described below.
| What We Heard | What We Did |
|---|---|
| Align the interest of executive officers with those of stockholders | We adopted stock ownership and retention guidelines applicable to our NEOs to ensure that their interests would be closely aligned with those of our stockholders. All of our NEOs are in compliance with our guidelines.We also have adopted an anti-hedging/pledging policy.Our founder and CEO owns approximately 21.8% of our outstanding common stock. |
| Emphasize long-term performance-based incentives | Beginning in fiscal year 2022, we revised our Long-Term Incentive Program (LTIP) to provide for new performance unit awards which will vest based upon achievement of a combination of company and individual performance goals as measured over a three-year period. The performance unit awards are in addition to our restricted stock unit awards which are granted on an annual basis and are determined based, in large part, on the achievement of annual company and individual performance goals, and once granted do not vest until the three-year anniversary of the grant date. Our fiscal year 2024 LTIP consisted of 22% time-vested restricted stock unit (“RSU”) awards, which were determined based on achievement of pre-established company and individual goals, and 78% performance share units. |
Radiant Logistics, Inc. – 2024 Proxy Statement 6
| Increase disclosure on executive compensation | As a smaller reporting company, we are not required to include a Compensation Discussion and Analysis section in our proxy statement nor the more extensive executive compensation tables. Starting in 2021, in response to stockholder feedback, we substantially increased and improved our executive compensation disclosure in this proxy statement, with an eye towards transparency despite the fact that we are not required to provide these disclosures. |
|---|---|
| Ensure the recovery of incentive compensation in the event of a financial restatement | We adopted a separate and more robust clawback policy covering cash and equity incentive compensation applicable to current and former executives. |
| Perform a compensation risk assessment | As a smaller reporting company, we are not required to perform a compensation risk assessment. Starting in 2021, in response to stockholder feedback, we performed a compensation risk assessment which concluded that our compensation policies, practices and programs, along with our governance structure, work together in a manner so as to encourage our executives (and employees) to pursue growth strategies that emphasize stockholder value creation, but not to take unnecessary or excessive risks that could threaten the value of our Company. |
| Disclose CEO pay ratio | As a smaller reporting company, we are not required to disclose a CEO pay ratio. Starting in 2021, in response to stockholder feedback, we calculated and disclosed a CEO pay ratio in accordance with SEC rules and regulations under “—CEO Pay Ratio”. |
| Adopt or disclose an anti-hedging/pledging policy | We have increased substantially our disclosure of our anti-hedging/pledging policy in this proxy statement. |
| Adopt a no tax gross-up policy | In September 2021, we adopted a new tax gross-up policy that prohibits tax gross-ups, other than the grandfathered provision in the employment agreement of our founder and CEO. |
| Increase board diversity | We added Ms. Kristin E. Toth to the Board of Directors effective June 3, 2021. |
| Formalized a Lead Independent Director role to the board | Our Board designated the Chairman of the Company’s Audit Executive and Oversight Committee as the Company’s Lead Independent Director to formalize the position and to further enhance the Company’s corporate governance practices, which already include a majority of independent directors. |
| Provide more robust disclosure regarding Environmental, Social and Governance (“ESG”) efforts | We have highlighted our ESG strategy and risks in this proxy statement and our Annual Report on Form 10-K and will publish our inaugural sustainability report on our website at radiantdelivers.com in mid-October 2024. |
Radiant Logistics, Inc. – 2024 Proxy Statement 7
BOARD NOMINEES
Below are the directors nominated for election by stockholders at the Annual Meeting for a one-year term. The Board recommends a vote “FOR” each of these nominees.
| Director | Age | Serving Since | Independent | Committees | Other Public Boards |
|---|---|---|---|---|---|
| Bohn H. Crain | 60 | 2005 | No(1) | — | — |
| Richard P. Palmieri | 71 | 2014 | Yes | Audit and Executive Oversight Committee | — |
| Michael Gould | 60 | 2016 | Yes | Audit and Executive Oversight Committee | — |
| Kristin E. Toth | 49 | 2021 | Yes | Audit and Executive Oversight Committee | — |
(1)
Bohn H. Crain is not independent because he also serves as our Chief Executive Officer.
KEY QUALIFICATIONS
The following are some of the key qualifications, skills, and experiences of our Board nominees.
| Director | CEO/Senior Officer Experience | Financial/Finance Experience | Industry Experience | Technology and E-Commerce | Corporate Governance |
|---|---|---|---|---|---|
| Bohn H. Crain | ● | ● | ● | ||
| Richard P. Palmieri | ● | ● | ● | ● | |
| Michael Gould | ● | ● | ● | ||
| Kristin E. Toth | ● | ● | ● | ||
The lack of a mark for a particular item does not mean that the director does not possess that qualification, characteristic, skill, or experience. We look to each director to be knowledgeable in these areas; however, the mark indicates that the item is a particularly prominent qualification, characteristic, skill, or experience that the director brings to the Board.
EXECUTIVE COMPENSATION BEST PRACTICES
Our compensation practices include many best pay practices that support our executive compensation objectives and principles and benefit our stockholders.
| What We Do | What We Don’t Do |
| Maintain a competitive compensation package | No guaranteed salary increases or bonuses |
| Structure our executive officer compensation so that a significant portion of pay is at risk | No excessive perquisites |
| Emphasize long-term performance in our equity-based incentive awards | No repricing of stock options unless approved by stockholders |
| Maintain a robust clawback policy | No pledging of Radiant securities |
| Require a double-trigger for equity acceleration upon a change of control | No short sales or derivative transactions in Radiant stock, including hedges |
| Have robust stock ownership and retention guidelines | No current payment of dividends on unvested awards |
| Hold an annual say-on-pay vote | No excise or other tax gross-ups (other than the grandfathered arrangement with our founder and CEO) |
Radiant Logistics, Inc. – 2024 Proxy Statement 8
2025 ANNUAL MEETING OF STOCKHOLDERS
Date of 2025 Annual Meeting of Stockholders
We anticipate that our 2025 Annual Meeting of Stockholders will be held on or about Thursday, November 13, 2025.
Important Dates for Stockholder Submissions
The following are important dates in connection with our 2025 Annual Meeting of Stockholders.
| Stockholder Action | Submission Deadline |
|---|---|
| Proposal Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934 | No later than June 9, 2025 |
| Nomination of a Candidate Pursuant to our Bylaws and Rule 14a-19 of the Securities Exchange Act of 1934 | Between August 15, 2025 and September 14, 2025 |
| Proposal of Other Business for Consideration Pursuant to our Bylaws | Between August 30, 2025 and September 24, 2025 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.