DEF 14A of Radiant Logistics, Inc, Oct 6, 2023

DEF 14A of Radiant Logistics, Inc

Filed Oct 6, 2023 · FY20230000950170-23-052390

Open on EDGAR

  1. BOARD NOMINEES

    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.

  2. BOARD NOMINEES

    | Director | Age | Serving Since | Independent | Committees | Other Public Boards | | Bohn H. Crain | 59 | 2005 | No(1) | — | — | | Richard P. Palmieri | 70 | 2014 | Yes | Audit and Executive Oversight Committee | — | | Michael Gould | 59 | 2016 | Yes | Audit and Executive Oversight Committee | — | | Kristin E. Toth | 48 | 2021 | Yes | Audit and Executive Oversight Committee | — |

  3. BOARD NOMINEES

    (1) Bohn H. Crain is not independent because he also serves as our Chief Executive Officer.

  4. PROPOSAL NO. 1: ELECTION OF DIRECTORS

    PROPOSAL NO. 1: ELECTION OF DIRECTORS

  5. Board Size and Structure

    Board Size and Structure Our Bylaws provide that the Board shall consist of one or more members, with the number to be determined from time to time by the Board. The Board has fixed the number of directors at four, and we currently have four directors serving on the Board. Each director holds office for a term of one-year or until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation, disqualification, or removal.

  6. Current Directors and Board Nominees

    Current Directors and Board Nominees The Board currently consists of the following four members:

  7. Current Directors and Board Nominees

    | Bohn H. Crain | Richard P. Palmieri | | Michael Gould | Kristin E. Toth |

  8. Current Directors and Board Nominees

    Based upon the recommendation of the Audit and Executive Oversight Committee, the Board nominated each of our current directors named above for re-election at the Annual Meeting. The Board and the Audit and Executive Oversight Committee believe that these four directors collectively have the expertise, experience, qualifications, attributes, and skills to effectively oversee the management of Radiant Logistics, including a high degree of personal and professional integrity, an ability to exercise sound business judgment on a broad range of issues, sufficient experience and background to have an appreciation of the issues facing Radiant Logistics, a willingness to devote the necessary time to Board duties, a commitment to representing the best interests of Radiant Logistics and our stockholders, and a dedication to enhancing stockholder value. Three of our four directors are independent within our director independence standards, which satisfy the continued listing requirements of the NYSE American for independence. Each director elected at the Annual Meeting will serve a term until Radiant Logistics’ next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal. Unless otherwise instructed, the proxy-holders will vote the proxies received by them for the four nominees. If any nominee should become unavailable for election prior to the Annual Meeting, an event that currently is not anticipated by the Board, the proxies will be voted in favor of the election of a substitute nominee or nominees proposed by the Board. Each nominee has agreed to serve if elected, and the Board has no reason to believe that any nominee will be unable to serve.

  9. Information about Director Nominees

    Information about Director Nominees Set forth below are the names, ages, and positions of our current directors and director nominees as of October 6, 2023, and biographical information for each nominee. Also below is a summary of the specific qualifications, attributes, skills, expertise and experiences that led the Board to conclude that each nominee should serve on the Board at this time. There are no family relationships among any of our directors or executive officers.

  10. Information about Director Nominees

    | Name | Age | Position with the Company | | Bohn H. Crain | 59 | Chairman of the Board of Directors and Chief Executive Officer | | Richard P. Palmieri | 70 | Lead Independent Director | | Michael Gould | 59 | Independent Director | | Kristin E. Toth | 48 | Independent Director |

  11. Information about Director Nominees

    Bohn H. Crain, age 59. Mr. Crain has served as our Chief Executive Officer and Chairman of our Board of Directors since October 2005. Mr. Crain brings approximately 25 years of industry and capital markets experience in transportation and logistics. Since January 2005, Mr. Crain has served as the Managing Member of Radiant Capital Partners, LLC, an entity he formed to execute a consolidation strategy in the transportation and logistics sector. Prior to founding Radiant, Mr. Crain served as the Executive Vice President and the Chief Financial Officer of Stonepath Group, Inc. from January 2002 until December 2004. In 2001, Mr. Crain served as the Executive Vice President and Chief Financial Officer of Schneider Logistics, Inc., a third-party logistics company, and from 2000 to 2001 he served as the Vice President and Treasurer of Florida East Coast Industries, Inc., a New York Stock Exchange listed company engaged in railroad and real estate businesses. Between 1989 and 2000, Mr. Crain held various vice president and treasury positions for CSX Corp., a Fortune 500 transportation company listed on the New York Stock Exchange, and several of its subsidiaries. Mr. Crain earned a Bachelor of Arts in Business Administration with an emphasis in Accounting from the University of Texas. As a result of these and other professional experiences, Mr. Crain possesses particular knowledge and experience in logistics management, industry trends, business operations and accounting that strengthen the Board’s collective qualifications, skills, and experience. Richard P. Palmieri, age 70. Mr. Palmieri was appointed as a director in March 2014. He has been the Managing Partner of ANR Partners, LLC, a management and financial consulting firm, since 2012. Prior to this, from 2007 to 2012, Mr. Palmieri served as the President of Canon Financial Services, Inc., the captive finance subsidiary of Canon USA. From 2003 to 2006, he was the President of Schneider Financial Services, a financial services subsidiary of a large, privately held transportation and logistics company. From 1998 to 2003, he served as a Managing Director and co-head of the Transportation and Logistics investment banking group at Credit Suisse Group. From 1993 to 1998, he served as a Managing Director and co-head of the Transportation and Logistics investment banking group at Deutsche Securities. Before this, he served in various finance and management positions at several large companies, including Whirlpool Financial Corporation, PacifiCorp Credit and GE Capital. Mr. Palmieri received a Bachelor of Science in Accounting from Wagner College. As a result of these and other professional experiences, Mr. Palmieri possesses particular knowledge and experience in logistics and financial management that strengthen the Board’s collective qualifications, skills, and experience. Michael Gould, age 59. Mr. Gould was appointed as a director in July 2016. Mr. Gould is a seasoned information technology executive, currently serving as the Chief Executive Officer for Zonar Systems, a subsidiary of Continental, AG. Prior to Zonar Systems Mr. Gould served as Senior Vice President, Oracle Consulting in North America at Oracle Corporation. Prior to this, from 2008 to 2015, Mr. Gould led the Americas Technology Services Consulting Organization for Hewlett-Packard Company (“HP”) as the Vice President and General Manager. Prior to HP, Mr. Gould served in various roles at Oracle, BearingPoint and BEA. He holds a Bachelor of Science degree in Mechanical Engineering from Texas A&M University and a Master of Business Administration from Santa Clara University. As a result of these and other professional experiences, Mr. Gould possesses particular knowledge and experience in management and technology that strengthen the Board’s collective qualifications, skills and experience. Kristin E. Toth, age 48. Ms. Toth was appointed as a director in June 2021. She has been the President and Board Member at Showroom Group, a furniture and home décor subscription service, since January 2021 and held the position of Chief Operating Officer from August 2019 until December 2020. She previously held leadership positions at start-up ventures including Zulily, an omnichannel e-commerce platform and Dolly, an on-demand last-mile delivery and moving service, where she held the position of Chief Operating Officer from October 2015 to May 2019. Prior to her extensive startup experience, Ms. Toth led several teams at Amazon in operations and retail, including inbound transportation, same-day delivery, movies and television, and the demand side of the business of Amazon’s digital music team, including Marketing, Product Management, Site Merchandising, Pricing, Business Development, and Design teams responsible for the launch of Amazon’s digital music cloud-based offering. Before joining Amazon, Ms. Toth held various leadership positions at Dell Computer Corp., where she led various teams to build technology infrastructure and software for the radical re-design of desktop manufacturing and supply chain. She serves on a number of non-profit boards as well as several advisory boards for startups (mostly women-founded and -led companies). She is the Board Chair for University of Michigan’s Center for Entrepreneurship, was a contributing author for Women in Tech (Sasquatch Books). She holds a Bachelor of Science in Engineering and Master of Science in Engineering in Industrial Engineering and Operations Research from the Tauber Institute for Global Operations at the University of Michigan, a Master of Science in Civil and Environmental Engineering from Massachusetts Institute of Technology, and a Master of Business Administration from Massachusetts Institute of Technology’s Sloan School of Management through the Leaders for Global Operations fellowship program. As a result of these and other professional experiences, Ms. Toth possesses deep experience in transportation and logistics, with an emphasis on emerging e-commerce and last-mile platforms, that strengthen the Board’s collective qualifications, skills, and experience.

  12. Fiscal Year 2023 Compensation Actions and Outcomes

    Fiscal Year 2023 Compensation Actions and Outcomes Our compensation program is aligned with our pay philosophy of aligning executive pay with performance and executive financial interest with stockholder financial interest and is designed to provide a mix of both fixed and variable incentive compensation and to reward a mix of different performance measures. In April 2021, the Audit and Executive Oversight Committee engaged a compensation consultant to, among other things, perform an executive benchmarking analysis of our executive compensation. As a result of this analysis, we introduced in fiscal year 2022 the use of performance unit awards as an additional component of our Long-Term Incentive Plan (“LTIP”), as discussed in more detail below under “—Our Named Executive Officer Compensation—Long-Term Incentives – Equity Awards.” Our fiscal year 2023 compensation actions and incentive plan outcomes based on our performance are summarized below:

  13. Fiscal Year 2023 Compensation Actions and Outcomes

    | Pay Element | Fiscal Year 2023 Actions | | Base Salary | • Base salary provides a source of fixed income that reflects scope and responsibility of the position held while ensuring a meaningful percentage of the executives’ overall compensation opportunity is in the form of performance-based compensation. • Base salary for our NEOs remained unchanged during fiscal year 2023. | | Short-Term Incentives | • Our Short-Term Incentive Program (“STIP”) allows our NEOs to participate on a pro rata basis along with other STIP participants in a quarterly profit pool calculated as a percentage of our quarterly adjusted EBITDA, with such percentage determined by the Audit and Executive Oversight Committee. Historically, this percentage has been a constant 5% but this remains within the discretion of the Audit and Executive Oversight Committee. • The NEOs’ opportunity to participate in the STIP is expressed as a percentage of their base salary and is subject to further adjustment based on their achievement relative to individual performance goals. The target STIP award opportunity percentages for our NEOs remained the same as in prior years and were 50% of base salary for our CEO and 35% for our other NEOs. • The NEOs earned the following quarterly bonus payouts for fiscal year 2023: |

  14. Fiscal Year 2023 Compensation Actions and Outcomes

    | Long-Term Incentives | • Our fiscal year 2023 LTIP consisted of 30% time-vested restricted stock unit (“RSU”) awards, which were determined based on achievement of pre-established company and individual goals, and 70% performance share units. • The NEOs’ opportunity to participate in the LTIP is expressed as a percentage of their base salary. The LTIP award opportunities for our NEOs remained the same as in prior fiscal years and were 50% of base salary for our CEO and 35% for our other NEOs. • The RSU awards vest in full on the third-year anniversary of the grant date. • After the completion of fiscal year 2022, in September 2022, our NEOs received the following RSU awards, which were determined based on achievement of pre-established company and individual goals for fiscal year 2022: |

  15. Fiscal Year 2023 Compensation Actions and Outcomes

    | Executive | Target LTIP Award Opportunity (% of Base Salary) | Number of RSUs (#) | Grant Date Fair Value ($) | | B. Crain | 50% | 41,058 | 280,837 | | T. Macomber | 35% | 17,245 | 117,956 | | A. Goldstein | 35% | 17,245 | 117,956 | | J. Sobba | 35% | 16,925 | 115,767 |

  16. Fiscal Year 2023 Compensation Actions and Outcomes

    | • In fiscal year 2023, our NEOs received the following performance stock unit (“PSU”) awards, which will vest and be paid out in shares of our common stock based on individual performance goals and the appreciation in the notional value per fully diluted share for the three-year period ending June 30, 2025: |

  17. Fiscal Year 2023 Compensation Actions and Outcomes

    | Executive | Number of PSUs (#) | Grant Date Fair Value ($) | | B. Crain | 97,926 | 632,602 | | T. Macomber | 38,402 | 248,077 | | A. Goldstein | 38,402 | 248,077 | | J. Sobba | 38,402 | 248,077 |

  18. COMPENSATION PHILOSOPHY

    COMPENSATION PHILOSOPHY The Audit and Executive Oversight Committee is guided in its pay decisions by several principles and factors, with our fundamental executive compensation philosophy being the alignment of: executive pay with performance, and the alignment of the interests of executives with those of stockholders. The objectives of our executive compensation program are designed to ensure that we: • Attract and retain highly talented and dedicated executives; • Provide a compensation structure that properly incentivizes our executives to execute on our business strategy of maximizing operational efficiencies, emphasizing customer relationships, and driving long term Company growth; and • Reinforce a positive culture that rewards entrepreneurial drive while maintaining a meaningful performance/variable based component of our overall compensation plan to align with the scalable nature of our overall cost-structure. The Audit and Executive Oversight Committee has approved the use of a formal peer group to provide market reference points to consider when benchmarking executive compensation, outside director compensation, short- and long-term incentive design, and corporate governance practices. The Audit and Executive Oversight Committee believes that our compensation program should be transparent and easy to understand, with the majority of executive pay being at risk and being performance-based, with predetermined financial metrics aligned with our business strategy. We also believe in recognizing individual performance through the establishment of strategic/non-financial goals reflecting our corporate culture, values and stockholder interests. The Audit and Executive Oversight Committee employs a total compensation approach in establishing executive compensation opportunities, consisting of base salary, a short-term incentive program (our STIP) consisting of quarterly cash incentives, a long-term incentive program (our LTIP) consisting of annual equity grants of RSUs that vest in full after a three-year vesting period and a long-term performance-based program consisting of performance units that vest based on a combination of company and individual performance goals achieved over a three-year period, a competitive benefits package and limited perquisites. Our compensation program is designed to provide a mix of both fixed and variable incentive compensation and to reward a mix of different performance measures. The variable short-term incentive and long-term incentive portions of compensation are designed to reward both annual performance (under the short-term incentive program) and longer-term performance (under the long-term incentive program). We believe this design mitigates any incentive for short-term risk-taking that could be detrimental to our long-term interests.

  19. Compensation Highlights and Best Practices

    | | 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) |

  20. Elements of Our Executive Compensation Program

    | Element | Key Characteristics | Purpose | Fiscal Year 2023 Changes | | Base Salary (Fixed, Cash) | A fixed amount, paid in cash periodically throughout the year and reviewed annually and, if appropriate, adjusted. | Provides a source of fixed income that is market competitive and reflects scope and responsibility of the position held while providing a meaningful percentage of an executive’s overall compensation opportunity in the form of performance-based compensation. | No change. | | Short-Term Incentive Plan (STIP) (Variable, Cash) | A variable, short-term element of compensation that is payable quarterly in cash, based on adjusted EBITDA and achievement of pre-established individual goals. | Motivates and rewards our executives for increased adjusted EBITDA and achievement of individual performance goals while supporting our variable cost based business model. | No change. | | Long-Term Incentive Plan (LTIP) (Variable, Restricted Stock Units and Performance Units) | A variable, long-term element of compensation is provided, which was composed of 30% RSU awards and 70% PSU awards during the fiscal year ended June 30, 2023. The RSU awards are based on achievement of pre-established company and individual goals and vest in full on the three-year anniversary of the grant date. The performance awards will vest upon the achievement of three-year performance goals and be paid out in shares of our common stock. | Aligns the interests of our executives with our stockholders; encourages our executives to focus on long-term company financial performance measures that are deemed strategically and operationally important to our Company; promotes retention of our executives; and encourages significant ownership of our common stock. | No change. |

  21. Competitive Considerations and Use of Market Data

    Competitive Considerations and Use of Market Data

  22. Peer Group

    Peer Group As part of Meridian Compensation Partners’ review of our executive compensation program, and specifically analyzing the market competitiveness and reasonableness of our program, Meridian Compensation Partners recommended a peer group based on the following three factors:

  23. Peer Group

    | • Industry | • Revenue | • Market Capitalization |

  24. Peer Group

    Based on these factors, the following 25 companies were selected by the Audit and Executive Oversight Committee, upon recommendation of Meridian Compensation Partners, in February 2021 as members of our peer group for purposes of benchmarking the market competitiveness and reasonableness of our executive compensation program:

  25. Peer Group

    | Air Transport Services Group, Inc. Allegiant Travel Company ArcBest Corporation Atlas Air Worldwide Holdings, Inc. Blackbaud, Inc. CAI International, Inc. Covenant Logistics Group, Inc. CSG Systems International, Inc. Daseke, Inc. | Eagle Bulk Shipping Inc. Echo Global Logistics, Inc. Exl Service Holdings, Inc. Forward Air Corporation Genco Shipping and Trading Limited Heartland Express, Inc. Hub Group, Inc. Manhattan Associates, Inc. | Marten Transport, Ltd. P.A.M. Transportation Services, Inc. Pangaea Logistics Solutions, Ltd. Pegasystems Inc. Saia, Inc. Universal Logistics Holdings, Inc. USA Truck, Inc. Werner Enterprises, Inc. |

  26. Peer Group

    All of these peer group companies were public companies at the time of the review. We compete with some of these peers for employees and customers in various markets. As of February 2021, when the peer group was recommended by Meridian Compensation Partners, we ranked at the 37th percentile of our peer group for revenue and at the 21st percentile for market capitalization. In constructing this peer group, the Audit and Executive Oversight Committee also considered whether to include companies that disclosed Radiant Logistics as a peer, companies that appear in the peer groups of our peer companies and companies that proxy advisory firms consider a peer of ours in their latest voting recommendations reports.

  27. Use of Peer Group Information and Competitive Positioning

    Use of Peer Group Information and Competitive Positioning One of the objectives of our executive compensation philosophy is to design our executive compensation program to ensure that we attract and retain highly-talented and dedicated executives. To assist us in meeting this objective, we strive to compensate our executive officers in a manner that is competitive but also reasonable when considering our revenue and market capitalization relative to other members of our peer group. To ensure the competitiveness and reasonableness of our executive compensation packages relative to our industry, the Audit and Executive Oversight Committee periodically evaluates our peer group and an analysis of our executive compensation program vis a vis our peer group, with the aid of an independent external compensation consultant and management, and uses this information as one input in helping to determine appropriate pay levels. In reviewing this benchmarking data, however, the Audit and Executive Oversight Committee recognizes that this information is not always appropriate as a stand-alone tool for setting compensation. This could be due to an imperfection in the peer group information or due to aspects of our business and objectives that may be unique to us. For example, the Audit and Executive Oversight Committee believes the February 2021 peer group of 26 companies as recommended by Meridian Compensation Partners is a less-than-ideal comparison group for purposes of benchmarking our executive compensation program since Radiant Logistics is ranked at the 37th percentile of our peer group for revenue and at the 21st percentile for market capitalization. This was primarily driven by the difficulty in creating a peer group due to limited number of viable peers in our industry with similarly sized revenues and market capitalization. As a result, the Audit and Executive Oversight Committee does not explicitly target any percentile when assessing and setting executive compensation. Instead, the Audit and Executive Oversight Committee intends to analyze the specific competitiveness of any individual executive’s pay considering factors like not only the benchmarking data, but also the executive’s experience, skills and capabilities, contributions as a member of the executive management team, and contributions to our overall performance. We believe these others factors and considerations are more important at this time for our Company than peer group positioning to attract and retain the best executive talent to achieve our business strategies and objectives. The Audit and Executive Oversight Committee did note that our NEO base salaries, target short-term incentive opportunities, target total cash compensation and target long-term incentive opportunities, are below the 50th percentile, which the Audit and Executive Oversight Committee considered reasonable given the company’s revenues and market capitalization relative to its peers. Accordingly, every year, we review each executive’s base salary and STIP and LTIP opportunities to determine whether they should be adjusted. Along with individual performance, we also consider primarily movement of salaries and other aspects of executive compensation in the market and trends, as well as our financial results from the prior fiscal year to determine appropriate compensation adjustments.

  28. Short-Term Incentive Plan – Quarterly Cash Bonuses

    Short-Term Incentive Plan – Quarterly Cash Bonuses Purpose: Our STIP, or quarterly cash bonus program, is paid under our MICP and is designed to provide incentive compensation that supports our variable cost-based business strategy and emphasizes pay-for-performance by tying reward opportunities to company and individual performance. STIP Awards and Plan Mechanics: Our STIP allows our NEOs to participate on a pro rata basis along with other STIP participants in a quarterly profit pool calculated as a percentage of our quarterly adjusted EBITDA. The opportunity of our NEOs to participate in the STIP is expressed as a percentage of their base salary and is subject to further adjustment based on their achievement relative to individual performance goals. Since the quarterly bonus pool under the MICP in which our NEOs participate is determined based on a percentage of our quarterly adjusted EBITDA and there is no maximum limit to the size of the pool, our executives are incentivized to increase our profitability, although discretion could be exercised by the Audit and Executive Oversight Committee to decrease or otherwise adjust the size of the pool or individual payouts if determined appropriate. Primarily because of this discretion, as well as multiple other factors, including the design of the MICP, our other compensation policies and programs, and our controls and approval process, we do not believe the MICP creates unnecessary risk taking by our executives or other employees. Payments under our MICP are paid quarterly as opposed to annually in order to instill a sense of urgency in progressing the company’s objectives while reinforcing and rewarding the entrepreneurial culture of the company. Fiscal Year 2023 STIP Awards: The fiscal year 2023 target short-term incentive opportunities for our NEOs were unchanged from their fiscal year 2022 target.

  29. Short-Term Incentive Plan – Quarterly Cash Bonuses

    | Named Executive Officer | Fiscal Year 2022 Target Bonus Percentage (% of Base Salary) | Fiscal Year 2023 Target Bonus Percentage (% of Base Salary) | Change (%) | | Bohn H. Crain | 50% | 50% | — | | Todd E. Macomber | 35% | 35% | — | | Arnold Goldstein | 35% | 35% | — | | John W. Sobba | 35% | 35% | — |

  30. Short-Term Incentive Plan – Quarterly Cash Bonuses

    The fiscal year 2023 target short-term incentive opportunities for our NEOs were paid quarterly based on our adjusted EBITDA performance for each fiscal quarter of fiscal year 2023 and their pro rata participation along with other STIP participants in the quarterly profit pool, which for fiscal year 2023 was calculated as 5% percent of our quarterly adjusted EBITDA. For purposes of the corporate quarterly bonus pool under the MICP, adjusted EBITDA is defined as our cumulative net income for such fiscal quarter, excluding the effects of interest, taxes, and the “non-cash” effects of depreciation and amortization on long-term assets, as well as all depreciation charges related to property, technology, equipment, and all amortization charges (including amortization of leasehold improvements), and further adjusted to exclude share-based compensation expense, changes in fair value of contingent consideration, expenses specifically attributable to acquisitions, ransomware incident related costs, change in fair value of interest rate swap contracts, transition and lease termination costs, foreign currency transaction gains and losses, extraordinary items, litigation expenses unrelated to our core operations, and other non-cash charges, as derived from our consolidated audited financial statements, and as determined by the Audit and Executive Oversight Committee in good faith. Note that this definition of adjusted EBITDA is essentially the same as our reported adjusted EBITDA with the exception that it adds back in the accrued bonus under the MICP. Our adjusted EBITDA as calculated pursuant to our STIP for each quarter of our fiscal year 2023 was as follows (in millions):

  31. Short-Term Incentive Plan – Quarterly Cash Bonuses

    | 1Q Adjusted EBITDA ($) | 2Q Adjusted EBITDA ($) | 3Q Adjusted EBITDA ($) | 4Q Adjusted EBITDA ($) | | 18.6 | 16.2 | 11.6 | 9.2 |

  32. Short-Term Incentive Plan – Quarterly Cash Bonuses

    Our NEOs earned the following quarterly bonuses under our STIP during fiscal year 2023:

  33. Short-Term Incentive Plan – Quarterly Cash Bonuses

    | Named Executive Officer | 1Q ($) | 2Q ($) | 3Q ($) | 4Q ($) | Total ($) | | Bohn H. Crain | 92,073 | 66,486 | 59,442 | 44,191 | 262,192 | | Todd E. Macomber | 35,318 | 26,512 | 24,476 | 18,196 | 104,502 | | Arnold Goldstein | 38,311 | 27,377 | 24,476 | 19,207 | 109,371 | | John W. Sobba | 37,912 | 26,512 | 24,476 | 18,196 | 107,096 |

  34. Short-Term Incentive Plan – Quarterly Cash Bonuses

    The CEO’s share of each quarterly bonus pool was determined based on a formula of his target STIP opportunity and his individual performance and was approved by the Audit and Executive Oversight Committee. In addition to participating in the STIP under the MICP, Arnold Goldstein, our Senior Vice President and Chief Commercial Officer, also receives additional compensation in connection with his management of our Vertical Sales Organization. This compensation is based on calculated as 1% of the Net Contribution of the Vertical Sales Organization, where Net Contribution is calculated as the gross profit attributed the Vertical Sales Associates less the associated costs for operating partner commissions, bad debts, corporate overhead, and the Vertical Sales Associates. Accordingly, Mr. Goldstein earned the following additional payments under this plan during fiscal year 2023:

  35. Short-Term Incentive Plan – Quarterly Cash Bonuses

    | 1Q ($) | 2Q ($) | 3Q ($) | 4Q ($) | Total ($) | | 37,655 | 13,041 | 20,429 | 24,889 | 96,014 |

  36. Long-Term Incentive Plan – Annual Equity Grants

    Long-Term Incentive Plan – Annual Equity Grants Purpose: Our LTIP, which is a component of our MICP, is designed to provide for incentive compensation that supports our variable cost-based business strategy and emphasizes pay-for-performance by tying reward opportunities to carefully determined and articulated performance goals at corporate, business unit, operating location and/or individual levels. LTIP Awards and Mechanics: The opportunity of a NEO to participate in the LTIP is expressed as a percentage of the NEO’s base salary. Our LTIP for our NEOs for the past several years has consisted of RSU awards based on achievement of pre-established company and individual goals that vest in full on the three-year anniversary of the grant date. Beginning in fiscal year 2022, our LTIP also consists of performance unit awards in addition to RSU awards, as discussed in more detail below under “—LTIP Awards for Fiscal Year 2023.” These performance unit awards constitute at least 70% of our CEO’s target LTIP opportunity for fiscal year 2023. LTIP Awards for Fiscal Year 2023: After the completion of fiscal year 2022, our NEOs received RSU and PSU awards. RSU awards were determined based on achievement of pre-established company and individual goals for fiscal year 2022. For our NEO’s, 90% of their RSU award opportunity was based on the Company’s achievement relative to budgeted adjusted EBITDA, as measured on a consolidated basis, and 10% of the RSU opportunity was based on their achievement relative to individual goals. The Audit and Executive Oversight Committee believes it is important to include an adjusted EBITDA performance metric in both our STIP and LTIP because of our emphasis on overall core profitability. The performance factor for each NEO for purposes of determining the number of RSUs granted reflects the Company’s achievement relative to budgeted adjusted EBITDA, as approved by the Audit and Executive Oversight Committee, and achievement relative to individual goals, as determined by the Audit and Executive Oversight Committee in the case of our CEO, and by the CEO, in the case of our other NEOs.

  37. Long-Term Incentive Plan – Annual Equity Grants

    | Named Executive Officer | Fiscal Year 2022 Adjusted EBITDA Goal ($) | Fiscal Year 2022 Actual EBITDA (as restated) ($) | Company Financial Goal Achievement (90% Weighting) | Individual Goal Achievement (10% Weighting) | Performance Factor (100%) | | Bohn H. Crain | 50.3 mil | 80.9 mil | 161% | 95% | 150% | | Todd E. Macomber | 50.3 mil | 80.9 mil | 161% | 95% | 150% | | Arnold Goldstein | 50.3 mil | 80.9 mil | 161% | 96% | 150% | | John W. Sobba | 50.3 mil | 80.9 mil | 161% | 94% | 150% |

  38. Long-Term Incentive Plan – Annual Equity Grants

    The fiscal year 2023 LTIP award opportunities for RSU awards for our NEOs were unchanged from their fiscal year 2022 opportunity will vest in full on the three-year anniversary of the grant date.

  39. Long-Term Incentive Plan – Annual Equity Grants

    | Name Executive Officer | Target RSU Award Opportunity (% of Base Salary) | Number of RSUs (#) | Grant Date Fair Value ($) | | Bohn H. Crain | 50% | 41,058 | 280,837 | | Todd E. Macomber | 35% | 17,245 | 117,956 | | Arnold Goldstein | 35% | 17,245 | 117,956 | | John W. Sobba | 35% | 16,925 | 115,767 |

  40. Long-Term Incentive Plan – Annual Equity Grants

    The fiscal year 2023 LTIP award opportunities for PSU awards for our NEOs were unchanged from their fiscal year 2022 opportunity and will vest upon the achievement of three-year performance goals.

  41. Long-Term Incentive Plan – Annual Equity Grants

    | Named Executive Officer | Target PSU Award Opportunity (% of Base Salary) | Number of PSUs (#) | Grant Date Fair Value ($) | | Bohn H. Crain | 150% | 97,926 | 632,602 | | Todd E. Macomber | 100% | 38,402 | 248,077 | | Arnold Goldstein | 100% | 38,402 | 248,077 | | John W. Sobba | 100% | 38,402 | 248,077 |

  42. Employment Agreements, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS, and POST-TERMINATION RESTRICTIONS

    Employment Agreements, SEVERANCE AND CHANGE OF CONTROL ARRANGEMENTS, and POST-TERMINATION RESTRICTIONS The compensation paid to our NEOs is governed, in part, by written employment agreements with them, which are described below under “Executive Compensation—Employment and Other Agreements.” The purpose of these agreements is to define the essential terms of these executives’ employment relationships in a manner that will protect our business and other interests and the interests of the executive, including in the event his employment is terminated upon certain events. The severance provisions in the agreement are intended to induce these executives to continue employment with our Company and to retain them and provide consideration to them for certain restrictive covenants that apply following a termination of employment. Additionally, we entered into these agreements because they provide us valuable protection by subjecting these executives to restrictive covenants that prohibit the disclosure of confidential information during and following their employment and limit their ability to engage in competition with us or otherwise interfere with our business relationships following a termination of their employment. The receipt of any severance by these executives, other than our CEO, is conditioned upon his execution of a broad release of claims. To encourage continuity, stability, and retention when considering the potential disruptive impact of an actual or potential corporate transaction, we have established change of control arrangements, including provisions in our employment agreements with our NEOs, which are described below under “Executive Compensation—Potential Post-Termination and Chane in Control Payments.” These provisions provide our NEOs certain payments and benefits in the event of a termination of their employment in connection with a change of control. These additional payments and benefits will not be triggered just by a change of control, but require a termination event not within the control of the executive, and thus are known as “double trigger” change of control arrangements. These “double trigger” change of control protections are intended to induce executives to accept or continue employment with our Company, provide consideration to executives for certain restrictive covenants that apply following termination of employment, and provide continuity of management in connection with a threatened or actual change of control transaction. If the employment of our CEO is terminated by us without cause or by him for good reason following a change of control or if the employment of one of our other NEOs is terminated by us without cause or by him for good reason within nine months following a change of control, the executive will be entitled to receive a severance payment and certain benefits. In the case of our NEOs, other than our CEO, the receipt of any severance is conditioned upon the executive’s execution of a release of claims. We believe these change of control arrangements with our NEOs are an important part of our executive compensation program in part because they mitigate some of the risk for executives working in a smaller public company where there is a meaningful likelihood that the company may be acquired. Change of control benefits are intended to attract and retain qualified executives who, absent these arrangements and in anticipation of a possible change of control of our Company, might consider seeking employment alternatives to be less risky than remaining with our Company through the transaction. We believe that relative to our Company’s overall value, our potential change of control benefits are relatively small and are aligned with current peer company practices.

  43. Risk Assessment

    Risk Assessment As a result of our assessment on risk in our compensation programs, we concluded that our compensation policies, practices, and programs and related compensation governance structure work together in a manner so as to encourage our employees, including our NEOs, 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. As part of our assessment, we noted in particular the following: • annual base salaries for employees are not subject to performance risk and, for most non-executive employees, constitute the largest part of their total compensation; short-term incentives are in the form of quarterly cash bonuses that are limited in amount, to some extent, by virtue of the calculation of the total quarterly bonus pools, which equal a certain percentage of our adjusted EBITDA for the quarter, assuming we meet a certain threshold quarterly adjusted EBITDA goal; and a significant portion of performance-based compensation is in the form of long-term equity incentives, which do not encourage unnecessary or excessive risk because they vest over a three-year period of time, thereby focusing our employees on our long-term interests.

  44. How We Make Compensation Decisions

    | • Confers with the Audit and Executive Oversight Committee and compensation consultant concerning design and development of compensation and benefit plans. • Provides no input or recommendations with respect to his own compensation. |

  45. Summary Compensation Table

    Summary Compensation Table The following table sets forth the compensation earned by our principal executive officer, our principal financial officer, and our two remaining executive officers during the past three fiscal years.

  46. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Bohn H. Crain | 2023 | 425,000 | — | 913,439 | 262,192 | 624,620 | 2,225,251 | | Chairman of the Board and | 2022 | 375,000 | — | 889,474 | 416,757 | 1,163,715 | 2,844,946 | | Chief Executive Officer | 2021 | 325,000 | — | 162,085 | 260,361 | 1,061,805 | 1,809,251 | | Todd E. Macomber | 2023 | 250,000 | — | 366,033 | 104,502 | 25,717 | 746,252 | | Senior Vice President | 2022 | 225,000 | 94,000 | 358,244 | 174,621 | 24,567 | 876,432 | | Chief Financial Officer and Treasurer | 2021 | 200,000 | 50,000 | 69,820 | 112,157 | 26,295 | 458,272 | | Arnold Goldstein | 2023 | 250,000 | — | 366,033 | 109,371 | 120,072 | 845,476 | | Senior Vice President and | 2022 | 225,000 | 100,000 | 358,244 | 176,688 | 167,027 | 1,026,959 | | Chief Commercial Officer | 2021 | 200,000 | 200,000 | 69,820 | 112,157 | 151,763 | 733,740 | | John W. Sobba | 2023 | 250,000 | — | 363,844 | 107,096 | 25,543 | 746,483 | | Senior Vice President and | 2022 | 220,833 | — | 345,248 | 172,920 | 24,826 | 763,827 | | General Counsel | 2021 | 200,000 | 30,000 | 69,820 | 112,157 | 24,739 | 436,716 |

  47. Summary Compensation Table

    (1) Salary amounts reflect base salary earned during the fiscal year. See “Compensation Discussion and Analysis—Named Executive Officer Compensation—Base Salaries.” Although we typically do not pay discretionary bonuses that are subjectively determined to any NEOs we did so during fiscal year 2022 and 2021 to reward extraordinary performance by Messrs. Macomber, Goldstein and Sobba that was not reflected by their payouts under our STIP. Quarterly cash bonuses under our STIP are reported in the “Non-Equity Incentive Plan Compensation” column and are based on performance, which is measured against pre-established adjusted EBITDA goals and individual performance. See “Compensation Discussion and Analysis—Named Executive Officer Compensation—Short-Term Incentive Plan—Quarterly Cash Bonuses.” Amounts reported represent the grant date fair value of RSU and PSU awards granted to our NEOs, computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. These are not amounts paid to or realized by the NEOs. We caution that the amounts reported in the table for stock awards and, therefore, total compensation may not represent the amounts that each NEO will actually realize from the awards. Whether, and to what extent, an NEO realizes value will depend on a number of factors, including Company performance and stock price. The grant date fair value of the PSU awards assumes target levels of performance. See “Compensation Discussion and Analysis—Named Executive Officer Compensation—Long-Term Incentives” for a description of our long-term incentive awards for fiscal year 2023. Amounts reported represent payouts under our STIP and for each year reflect the amounts earned for that fiscal year but paid during the following fiscal year. See “Compensation Discussion and Analysis—Named Executive Officer Compensation—Short-Term Incentive Plan—Quarterly Cash Bonuses” for a description of our incentive plan and payouts for fiscal year 2023. (5) Amounts reported in this column for fiscal year 2023 are described in the table below:

  48. Summary Compensation Table

    | Name | Distributed Share of RCP Earnings ($)(a) | Company Match 401(k) Contributions ($) | Automobile Allowance ($) | Life and Disability Insurance Premiums ($) | Commissions ($) | Total Other Compensation ($) | | Bohn H. Crain | 600,000 | 11,550 | 12,000 | 1,070 | — | 624,620 | | Todd E. Macomber | — | 12,647 | 12,000 | 1,070 | — | 25,717 | | Arnold Goldstein | — | 11,083 | 12,000 | 975 | 96,014 | 120,072 | | John W. Sobba | — | 12,568 | 12,000 | 975 | — | 25,543 |

  49. Summary Compensation Table

    (a) See the section entitled “Compensation Discussion and Analysis—Named Executive Officer Compensation—All Other Compensation” and “Certain Relationships and Transactions with Related Persons” for information regarding the distributed share of earnings attributed to RCP.

  50. GRANTS OF PLAN-BASED AWARDS DURING FISCAL year 2023

    GRANTS OF PLAN-BASED AWARDS DURING FISCAL year 2023 The table below provides information concerning grants of plan-based awards to each of our NEOs during the fiscal year ended June 30, 2023. Non-equity incentive plan awards were granted under our MICP, the material terms of which are described under “Compensation Discussion and Analysis—Named Executive Officer Compensation—Short-Term Incentive-Quarterly Cash Bonuses.” Stock awards in the form of RSU and PSU awards were granted under our stockholder-approved plan, the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan. The material terms of these awards are described under “Compensation Discussion and Analysis—Named Executive Officer Compensation—Long-Term Incentives – Annual Equity Grants” and in the notes to the table below.

  51. GRANTS OF PLAN-BASED AWARDS DURING FISCAL year 2023

    | | | Estimated Future Payouts under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or | Grant Date Fair Value Stock and Option | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | Units(3) (#) | Awards(4) ($) | | Bohn H. Crain | | | | | | | | | | | Cash award | — | 106,250 | 212,500 | N/A | — | — | — | — | — | | RSU award | 9/9/2022 | — | — | — | — | — | — | 41,058 | 280,837 | | PSU award | 5/23/2023 | — | — | — | 48,963 | 97,926 | 146,889 | — | 632,602 | | Todd E. Macomber | | | | | | | | | | | Cash award | — | 43,750 | 87,500 | N/A | — | — | — | — | — | | RSU award | 9/9/2022 | — | — | — | — | — | — | 17,245 | 117,956 | | PSU award | 5/23/2023 | — | — | — | 19,201 | 38,402 | 57,603 | — | 248,077 | | Arnold Goldstein | | | | | | | | | | | Cash award | — | 43,750 | 87,500 | N/A | — | — | — | — | — | | RSU award | 9/9/2022 | — | — | — | — | — | — | 17,245 | 117,956 | | PSU award | 5/23/2023 | — | — | — | 19,201 | 38,402 | 57,603 | — | 248,077 | | John W. Sobba | | | | | | | | | | | Cash award | — | 43,750 | 87,500 | N/A | — | — | — | — | — | | RSU award | 9/9/2022 | — | — | — | — | — | — | 16,925 | 115,767 | | PSU award | 5/23/2023 | — | — | — | 19,201 | 38,402 | 57,603 | — | 248,077 |

  52. GRANTS OF PLAN-BASED AWARDS DURING FISCAL year 2023

    Amounts represent potential future payouts under our STIP. Actual payouts under this plan are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Amounts represent PSU awards. These performance unit awards will vest based upon the achievement of three-year, pre-established, company and individual performance goals. Amounts represent RSU granted. The RSU awards will vest in full on the three-year anniversary of the grant date, subject to the executive’s continued employment with us. (4) Amounts reported represent the grant date fair value of the RSU and PSU awards granted to our NEOs, computed in accordance with FASB ASC Topic 718.

  53. Outstanding Equity Awards as of June 30, 2023

    Outstanding Equity Awards as of June 30, 2023 The following table sets forth information with respect to all outstanding equity awards held by our NEOs as of June 30, 2023.

  54. Outstanding Equity Awards as of June 30, 2023

    | | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable ($) | Option Exercise Price ($) | Option Expiration Date | Number of Shares of Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested (1) ($) | | Bohn H. Crain | 2,377 | — | 5.03 | 5/11/2025(2) | | | | | | | | | 32,482(3) | 218,279 | | | | | | | 37,674(4) | 253,169 | | | | | | | 87,209(5) | 586,044 | | | | | | | 41,058(6) | 275,910 | | | | | | | 97,926(7) | 658,063 | | Todd E. Macomber | 2,207 | — | 2.22 | 11/11/2023(8) | | | | | 1,917 | — | 3.00 | 2/10/2024(9) | | | | | 1,886 | — | 3.07 | 5/12/2024(10) | | | | | 2,070 | — | 3.29 | 9/22/2024(11) | | | | | 1,196 | — | 4.10 | 11/10/2024(12) | | | | | 1,175 | — | 4.50 | 2/11/2025(13) | | | | | 926 | — | 5.03 | 5/11/2025(2) | | | | | | | | | 13,992(3) | 94,026 | | | | | | | 16,229(4) | 109,059 | | | | | | | 34,200(5) | 229,824 | | | | | | | 17,245(6) | 115,886 | | | | | | | 38,402(7) | 258,061 | | Arnold Goldstein | 125,000 | — | 4.58 | 2/15/2025(14) | | | | | | | | | 13,992(3) | 94,026 | | | | | | | 16,229(4) | 109,059 | | | | | | | 34,200(5) | 229,824 | | | | | | | 17,245(6) | 115,886 | | | | | | | 38,402(7) | 258,061 | | John W. Sobba | | | | | 13,992(3) | 94,026 | | | | | | | 16,229(4) | 109,059 | | | | | | | 34,200(15) | 229,824 | | | | | | | 16,925(6) | 113,736 | | | | | | | 38,402(7) | 258,061 |

  55. Outstanding Equity Awards as of June 30, 2023

    (1) Amounts reported represent the value of RSU and PSU awards based on the number of shares of Radiant common stock underlying the RSU awards that have not vested multiplied by the closing price of our common stock on June 30, 2023, which was $6.72, as reported by the NYSE American. (2) The stock options were granted on May 12, 2015 and vest in equal annual installments over a five-year period commencing on the date of the grant. (3) Consists of RSU awards granted on September 22, 2020 and vested on September 22, 2023. (4) Consists of RSU awards granted on September 8, 2021 and vest on September 15, 2024. (5) Consists of PSU awards granted on January 4, 2022 and vest upon achievement of performance-based vesting conditions. (6) Consists of RSU awards granted on September 9, 2022 and vest on September 15, 2025. Consists of PSU awards granted on May 23, 2023 and vest upon achievement of performance-based vesting conditions. The stock options were granted on November 12, 2013 and vest in equal annual installments over a five-year period commencing on the date of the grant. The stock options were granted on February 11, 2014 and vest in equal annual installments over a five-year period commencing on the date of the grant. (10) The stock options were granted on May 13, 2014 and vest in equal annual installments over a five-year period commencing on the date of the grant. (11) The stock options were granted on September 23, 2014 and vest in equal annual installments over a five-year period commencing on the date of the grant. (12) The stock options were granted on November 11, 2014 and vest in equal annual installments over a five-year period commencing on the date of the grant. (13) The stock options were granted on February 12, 2015 and vest in equal annual installments over a five-year period commencing on the date of the grant. (14) The stock options were granted on February 16, 2015 and vest in equal annual installments over a five-year period commencing on the date of the grant. (15) Consists of PSU awards granted on February 25, 2022 and vest upon achievement of performance-based vesting conditions.

  56. Option Exercises and Stock Vested During FISCAL YEAR 2023

    Option Exercises and Stock Vested During FISCAL YEAR 2023 The table below provides information regarding option awards that were exercised and stock awards that vested for each of our NEOs during the fiscal year ended June 30, 2023.

  57. Option Exercises and Stock Vested During FISCAL YEAR 2023

    | | Option Awards(1) | | Stock Awards(2) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Bohn H. Crain | | | | | | Stock Options | — | — | | | | Restricted Stock Units | | | 38,065 | 255,797 | | Todd E. Macomber | | | | | | Stock Options | — | — | | | | Restricted Stock Units | | | 16,397 | 110,188 | | Arnold Goldstein | | | | | | Stock Options | — | — | | | | Restricted Stock Units | | | 16,397 | 110,188 | | John W. Sobba | | | | | | Stock Options | — | — | | | | Restricted Stock Units | | | 16,397 | 110,188 |

  58. Option Exercises and Stock Vested During FISCAL YEAR 2023

    (1) The value realized on exercise represents the gross number of shares acquired on exercise multiplied by the market price of our shares on the exercise date, as reported by the NYSE American, less the per share exercise price. (2) The value realized on vesting of the RSU awards held by each of the NEOs represents the gross number of shares acquired, multiplied by the closing sale price of our shares on the vesting date, or the last trading day prior to the vesting date if the vesting date was not a trading day, as reported by the NYSE American.

  59. Potential Payments to Named Executive Officers

    Potential Payments to Named Executive Officers The table below shows potential payments to our NEOs, not otherwise earned, under various scenarios involving a termination of employment, including in connection with a change of control, and upon a change of control without a termination of employment, assuming a June 30, 2023 termination date. All equity awards are valued at the closing price of our common stock on June 30, 2023, which was $6.72, as reported by the NYSE American.

  60. Potential Payments to Named Executive Officers

    | Name | Benefit | Termination without Cause or for Good Reason Outside a Change of Control ($) | Termination without Cause or for Good Reason in Connection with a Change of Control ($) | Voluntary Termination Retirement ($) | Death or Disability ($) | Change of Control(1) ($) | | Bohn H. Crain | Severance Pay(2) | 1,062,500 | 1,270,750 | — | 423,930 | — | | | Incentive Pay(3) | 262,192 | 1,570,530 | — | 262,192 | — | | | RSU Award Vesting(4) | — | 747,358 | — | 229,909 | — | | | PSU Award Vesting(5) | — | 1,244,107 | — | 390,696 | — | | | Other Benefits(6) | 24,620 | 147,474 | — | 24,620 | — | | | 280G Tax Gross-up(7) | — | 1,849,809 | — | — | — | | Todd E. Macomber | Severance Pay(8) | 125,000 | 250,000 | — | 125,000 | — | | | Incentive Pay | — | — | — | — | — | | | RSU Award Vesting(4) | — | 318,972 | — | 99,037 | — | | | PSU Award Vesting(5) | — | 487,885 | — | 153,216 | — | | | Other Benefits(9) | 12,859 | 25,717 | — | 12,859 | — | | Arnold Goldstein | Severance Pay(8) | 125,000 | 250,000 | — | 125,000 | — | | | Incentive Pay | — | — | — | — | — | | | RSU Award Vesting(4) | — | 318,972 | — | 99,037 | — | | | PSU Award Vesting(5) | — | 487,885 | — | 153,216 | — | | | Other Benefits(9) | 12,029 | 24,058 | — | 12,029 | — | | John W. Sobba | Severance Pay(8) | 125,000 | 250,000 | — | 125,000 | — | | | Incentive Pay | — | — | — | — | — | | | RSU Award Vesting(4) | — | 316,821 | — | 99,037 | — | | | PSU Award Vesting(5) | — | 487,885 | — | 153,216 | — | | | Other Benefits(9) | 12,772 | 25,543 | — | 12,772 | — |

  61. Potential Payments to Named Executive Officers

    (1) Assumes equity awards are continued, assumed, or substituted with equivalent awards by the successor entity. Represents: (a) the continuation of executive’s annual base salary for the remaining term of the executive’s employment agreement (December 31, 2025) in the event of a termination without cause or for good reason outside a change in control; (b) 2.99 times the executive’s annual base salary in the event of a termination without cause or for good reason in connection with a change in control; and (c) the executive's annual base salary in the event of a termination for disability, reduced by the amount of employer funded disability insurance payments received by the executive. Represents: (a) the greater of the most recent bonus or target bonus in the event of a termination without cause or for good reason outside a change in control; (b) 2.99 times the executive’s bonus in effect at the time of termination plus 3 years’ bonus payments at the greater of his most recent bonus or his target bonus in the event of a termination without cause or for good reason in connection with a change in control; and (c) the executive’s bonus in the event of a termination for disability. Represents: (a) the acceleration of all unvested RSUs in the event of a termination without cause or for good reason in connection with a change in control; and (b) in the case of RSUs that have been held for one (1) year or more after the date of grant, the acceleration of one-third of the unvested RSUs granted to the executive in 2022 and two-thirds of the unvested RSUs granted to the executive in 2021 in the event of a termination for death or disability. (5) Represents: (a) the acceleration of all unvested PSUs in the event of a termination without cause or for good reason in connection with a change in control based on the assumption that the performance goal was satisfied at the higher of the target level or actual performance; and (b) in the case of PSUs that have been held for one (1) year or more after the date of grant, the acceleration of the unvested PSUs prorated for the months of service during the performance period on the assumption that the performance goal was satisfied at the target performance level in the event of a termination for death or disability. (6) Represents: (a) the executive’s annual fringe benefits in the event of a termination without cause or for good reason outside a change in control; (b) 2.99 times the executive’s annual fringe benefits in the event of a termination without cause or for good reason in connection with a change in control plus three years of continuing fringe benefits or the economic equivalent; and (c) the executive’s annual fringe benefits in the event of a termination for disability. (7) In January 2006, we entered into an employment agreement with our founder and CEO which contains a “grandfathered” excise tax gross up provision. In the event compensation payable to Mr. Crain upon a change of control causes him to be subject to an excise tax under section 4999 of the Code, he will receive a “gross up” payment in an amount such that after the payment by Mr. Crain of all taxes imposed upon the gross up payment, Mr. Crain will retain an amount of the gross up payment equal to such excise tax. (8) Represents: (a) six months of the executive’s annual base salary in the event of a termination without cause or for good reason outside a change in control; (b) the executive’s annual base salary in the event of a termination without cause or for good reason in connection with a change in control; and (c) six months of the executive’s annual base salary in the event of a termination for disability. (9) Represents: (a) six months of the executive’s annual fringe benefits in the event of a termination without cause or for good reason outside a change in control; (b) the executive’s annual fringe benefits in the event of a termination without cause or for good reason in connection with a change in control; and (c) six months of the executive’s annual fringe benefits in the event of a termination for disability.

  62. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure Under Section 953(b) of the Dodd-Frank Act and Item 402(u) of SEC Regulation S-K, we are providing the ratio of the annual total compensation of Bohn H. Crain, our CEO, to the median of the annual total compensation of all employees of our company (other than our CEO). This ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described below. The SEC rules for identifying the “median employee” and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported by us, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their pay ratios. For fiscal year 2023: • the annual total compensation of our CEO was $2,225,251; • the annual total compensation of the employee identified at median of our Company (other than our CEO) was $45,933; based on this information, the ratio of the annual total compensation of our CEO to the annual total compensation of our median employee (identified in accordance with SEC rules and as described in greater detail below) was estimated to be 48:1; and excluding the portion of all other compensation attributable to Radiant Capital Partners, LLC payments of $600,000, the CEO pay ratio was estimated to be 35:1 (See discussion regarding Radiant Capital Partners, LLC under heading “Compensation Discussion and Analysis–Named Executive Officer Compensation–All Other Compensation–RLP Distributions”). To identify our median employee and to calculate the annual total compensation of our median employee and that of our CEO, we used the following methodology, assumptions, and estimates: • Identification of Median Employee. To identify our median employee, we used the following methodology: we selected June 30, 2023 as the date to identify our employee population and “median employee.” We determined that, as of that date, our entire employee population, excluding our CEO, consisted of 899 total employees. In determining this population, we considered the employees of our subsidiaries and all of our employees other than our CEO, whether employed on a full-time, part-time, temporary, or seasonal basis. We did not include any contractors or other non-employee workers in our employee population. In addition, under the de minimis exemption to the pay ratio rule, we excluded all of our employees in Mexico (4), Hong Kong (1) and China (13), which in total are 18 employees, or approximately 2.0% of our total employee population, excluding the CEO. To identify the “median employee” from our employee population, we selected W-2 earnings as the most appropriate measure of compensation. To make them comparable, the W-2 earnings for newly hired permanent employees who had worked less than a year were annualized. • Calculation of Median Employee’s Annual Total Compensation. In accordance with applicable SEC rules, we calculated 2023 annual total compensation for this median employee using the same methodology we use for our named executive officers, as set forth in our Summary Compensation Table included on page 49 of this proxy statement. • Calculation of CEO’s Annual Total Compensation. With respect to the 2023 annual total compensation of our CEO, we used the amount set forth in the “Total” column of our Summary Compensation Table included on page 49 of this proxy statement.

  63. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth compensation information for our principal executive officer (“PEO”), and our NEOs, for purposes of comparing their compensation to the value of our stockholders’ investments and our net income, calculated in accordance with SEC regulations, for fiscal years 2023, 2022, and 2021.

  64. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based on Total Stockholder Return (5) | Net Income Attributable to Radiant Logistics, Inc. (millions) | | 2023 | $2,225,251 | $2,108,983 | $779,404 | $730,759 | $171 | $20.6 | | 2022 | 2,844,946 | 2,812,769 | 889,073 | 883,806 | 189 | 44.5 | | 2021 | 1,809,251 | 2,143,332 | 542,909 | 665,730 | 176 | 23.1 |

  65. PAY VERSUS PERFORMANCE

    The dollar amounts reported are the amounts of total compensation reported for our PEO, Mr. Crain, in the Summary Compensation Table. The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts reported are the amounts of total compensation reported for Mr. Crain in our Summary Compensation Table during the applicable year, less the aggregate grant date fair value RSU and PSU awards included in the table - with the following added to the calculated compensation: (i) the year-end value of equity awards granted during the reported year that are outstanding and unvested, (ii) the change in fair value as of the end of the reported fiscal year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the reported fiscal year, and (iii) the change in fair value from the end of the prior fiscal year to the vesting date for equity awards granted in prior years that vested in the reported fiscal year. See Table below for further information.

  66. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total | Grant Date Fair Value of Equity Awards Granted during the Fiscal Year | Year End Fair Value of Equity Awards Granted during the Fiscal Year | One Year Change in Fair Value of Unvested Equity Awards Granted in Prior Fiscal Years | Change in Fair Value from Prior Fiscal Year to Vesting Date for Equity Awards Vested | Compensation Actually Paid to PEO | | 2023 | $2,225,251 | $(913,439) | $933,972 | $(110,156) | $(26,646) | $2,108,983 | | 2022 | 2,844,946 | (889,474) | 839,214 | 34,568 | (16,485) | 2,812,769 | | 2021 | 1,809,251 | (162,085) | 218,279 | 215,124 | 62,763 | 2,143,332 |

  67. PAY VERSUS PERFORMANCE

    (3) For each fiscal year, Non-PEO NEOs, Messrs. Macomber, Goldstein, and Sobba, are included in the average figures shown. (4) The dollar amounts reported represent the average amount of “compensation actually paid”, as computed in accordance with SEC rules, for our NEOs, other than our PEO. The dollar amounts reported are the average of the total compensation reported for our NEOs, other than our PEO in the Summary Compensation Table, less the aggregate grant date fair value RSU and PSU awards included in the table - with the following added to the calculated compensation: (i) the year-end value of equity awards granted during the reported year that are outstanding and unvested, (ii) the change in fair value as of the end of the reported fiscal year (from the end of the prior fiscal year) of any awards granted in prior years that are outstanding and unvested as of the end of the reported fiscal year, and (iii) the change in fair value from the end of the prior fiscal year to the vesting date for equity awards granted in prior years that vested in the reported fiscal year. See Table below for further information.

  68. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total | Grant Date Fair Value of Equity Awards Granted during the Fiscal Year | Year End Fair Value of Equity Awards Granted during the Fiscal Year | One Year Change in Fair Value of Unvested Equity Awards Granted in Prior Fiscal Years | Change in Fair Value from Prior Fiscal Year to Vesting Date for Equity Awards Vested | Average Compensation Actually Paid to Non-PEO NEOs | | 2023 | $779,404 | $(365,303) | $373,231 | $(45,095) | $(11,478) | $730,759 | | 2022 | 889,073 | (353,912) | 338,883 | 14,891 | (5,129) | 883,806 | | 2021 | 542,909 | (69,820) | 94,026 | 80,590 | 18,024 | 665,730 |

  69. PAY VERSUS PERFORMANCE

    (5) Assumes an investment of $100 for the period starting on June 30, 2021 through the end of the listed fiscal year. The closing prices of the Company’s common stock as reported on NYSE American, as applicable, on the following trading days were: $6.93 on June 30, 2021; $7.42 on June 30, 2022; and $6.72 on June 30, 2023.

  70. RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    RELATIONSHIP BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES The following graphs further illustrate the relationship between the pay and performance figures that are included in the pay versus performance tabular disclosure above. As noted above, “compensation actually paid” for purposes of the tabular disclosure and the following graphs were calculated in accordance with SEC rules and do not fully represent the actual final amount of compensation earned by or actually paid to our NEOs during the applicable years. Compensation Actually Paid and Net Income. As demonstrated by the following graphs, the amount of compensation actually paid to our NEOs is aligned with our net income over the three years presented in the table. While we do not use net income as a performance measure in our overall executive compensation program, the performance measure of net income is correlated with the performance measure of adjusted EBITDA, which we use when setting goals for our short-term incentive program and long-term incentive program, respectively. As described in more detail under “Compensation Discussion and Analysis,” our performance-based compensation elements are designed to reward both annual performance (under the short-term incentive program) and longer-term performance (under the long-term incentive program). Compensation Actually Paid and Company Total Stockholder Return (“TSR”). As demonstrated by the following graph, the amount of compensation actually paid to our NEOs is aligned with our cumulative TSR over the three years presented in the table. The alignment of compensation actually paid with our cumulative TSR over the period presented is because, among other things, a portion of the compensation actually paid to our NEOs is comprised of equity awards, the value of which is driven by our stock price. In addition, it appears our stock price generally correlates with our year-over-year financial results, including net income. As discussed above, net income is correlated with the performance measures of adjusted EBITDA, which we use when setting goals for our short-term incentive program and long-term incentive program, respectively.

  71. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  72. DIRECTOR COMPENSATION Process

    DIRECTOR COMPENSATION Process The Board of Directors has delegated to the Audit and Executive Oversight Committee the responsibility, among other duties, to review and recommend to the Board of Directors any proposed changes in non-employee director compensation. In connection with such review, the Audit and Executive Oversight Committee is assisted in performing its duties by our Human Resources Department. In December 2020, the Audit and Executive Oversight Committee engaged Meridian Compensation Partners to review our non-employee director compensation program in addition to our executive compensation program. The review by Meridian Compensation Partners consisted of, among other items, analysis of board compensation trends and a competitive assessment based on a selected group of 14 companies operating in the United States that are more similarly situated to us from a revenue and market capitalization perspective. The 14 companies used in this director benchmarking analysis were part of the same peer group of 26 companies used for the executive compensation analysis. The Audit and Executive Oversight Committee considered this data in determining whether to recommend any changes to our non-employee director compensation program. Overall, the review by Meridian Compensation Partners showed that our non-employee director compensation program was significantly below the market median.

  73. Director Compensation Program

    Director Compensation Program The following table sets forth the cash component of our non-employee director compensation program for fiscal year 2023.

  74. Director Compensation Program

    | | ($) | | Board Member Retainer | 36,000 | | Audit and Executive Oversight Committee Chair Premium | 14,000 | | Compensation Committee Function Premium | 14,000 | | Nominating Governance Committee Function Premium | 14,000 | | Lead Independent Director | 25,000 |

  75. Director Compensation Program

    In addition to cash compensation, our non-employee directors have an opportunity to receive annual RSU awards, based on their annual cash compensation and the Company’s performance relative to a budgeted adjusted EBITDA. The annual RSU awards for fiscal year 2022 were granted on May 23, 2023 under the Radiant Logistics, Inc. 2021 Omnibus Incentive Plan and vest in full on the three-year anniversary of the grant date. We also reimburse our non-employee directors for reasonable out-of-pocket expenses incurred in connection with the performance of their duties as directors, including, without limitation, travel expenses in connection with their attendance in-person at Board and Board committee meetings.

  76. Summary Director Compensation Table for FISCAL YEAR 2023

    Summary Director Compensation Table for FISCAL YEAR 2023 The following table sets forth information concerning the compensation of our non-employee directors during the fiscal year ended June 30, 2023. Bohn H. Crain is not compensated separately for his service as a director, and his compensation is discussed under “Executive Compensation.”

  77. Summary Director Compensation Table for FISCAL YEAR 2023

    | Name | Fees Earned or Paid in Cash ($) | Option Awards ($) | Stock Awards(1) ($) | All Other Compensation(2) ($) | Total ($) | | Richard P. Palmieri | 75,000 | — | 85,589 | — | 160,589 | | Michael Gould | 50,000 | — | 66,984 | — | 116,984 | | Kristin E. Toth | 50,000 | — | 65,491 | — | 115,491 |

  78. Summary Director Compensation Table for FISCAL YEAR 2023

    (1) The amounts reflected represent the grant date fair value of RSU awards for 13,249 shares for Mr. Palmieri, 10,369 shares for Mr. Gould, and 10,138 shares for Ms. Toth computed in accordance with FASB ASC Topic 718. (2) We do not provide perquisite and other personal benefits to our non-employee directors.