On September 9, 2019, Roadrunner Transportation Systems, Inc. (the “Company”) appointed Patrick J. Unzicker as Executive Vice President and Chief Financial Officer. Mr. Unzicker, age 48, served in various financial leadership positions with Adtalem Global Education (formerly DeVry Education Group), a global educational services provider, from March 2006 to August 2019, including as Senior Vice President, Chief Financial Officer, and Treasurer from June 2016 to August 2019, Vice President, Chief Accounting Officer and Treasurer from March 2015 to June 2016, Vice President, Finance and Chief Accounting Officer from March 2012 to March 2015, and Vice President and Controller from March 2006 to March 2012. From July 2003 to March 2006, Mr. Unzicker served as Vice President – Controller for Whitehall Jewelers, Inc. Mr. Unzicker previously served as Galileo International’s Vice President, Finance from 2001 to 2002 and Senior Manager, Finance from 2000 to 2001. Mr. Unzicker held several accounting positions with Ryerson, Inc. from 1997 to 2000 and began his career at Price Waterhouse LLP in 1993.

In connection with his appointment as Executive Vice President and Chief Financial Officer, the Company and Mr. Unzicker entered into an employment agreement, dated as of September 9, 2019 (the “Employment Agreement”). to the terms of the Employment Agreement, Mr. Unzicker will receive an annual base salary of $450,000. Mr. Unzicker is also eligible to earn bonus compensation under the Company’s bonus plan with a target equal to 75% of his base salary and is entitled to participate in and receive all benefits under the Company’s employee benefit programs. The Employment Agreement provides that, in the event the Company terminates Mr. Unzicker’s employment without “cause” (as such term is defined in the Employment Agreement) or Mr. Unzicker terminates his employment for “good reason” (as such term is defined in the Employment Agreement), the Company will (i) continue to pay Mr. Unzicker his base salary for the 12-month period following the date of such termination, and (ii) pay Mr. Unzicker a single-sum amount equal to the premiums that he would have to pay (based upon the COBRA premiums being charged under the Company’s health plan as of the termination date) if he had elected to continue the health insurance coverage that he was receiving under the Company’s group health plan immediately prior to the date of termination for a period of 12 months after the date of termination. In addition, the Employment Agreement provides that, in the event the Company terminates Mr. Unzicker’s employment without “cause” (as such term is defined in the Employment Agreement) or Mr. Unzicker terminates his employment for “good reason” (as such term is defined in the Employment Agreement) during the two year period immediately following a “change in control” (as defined in the Company’s 2018 Incentive Compensation Plan), then in lieu of the payments described in the immediately preceding sentence, the Company will (i) continue to pay Mr. Unzicker his base salary for the 18-month period following the date of such termination, (ii) pay Mr. Unzicker a single-sum amount equal to one and one-half times Mr. Unzicker’s bonus for the year in which the termination of employment occurs, with such bonus amount being payable at the “target” bonus amount, and (iii) pay Mr. Unzicker a single-sum amount equal to the premiums that he would have to pay (based upon the COBRA premiums being charged under the Company’s health plan as of the termination date) if he had elected to continue the health insurance coverage that he was receiving under the Company’s group health plan immediately prior to the date of termination for a period of 18 months after the date of termination. Mr. Unzicker must execute a general release in order to receive any severance benefits. The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the Employment Agreement, and is subject to and qualified in its entirety by reference to the complete text of the Employment Agreement, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2019.

On September 9, 2019, the Company granted Mr. Unzicker (i) a seven-year non-qualified stock option to purchase 34,000 shares of the Company’s common stock with an exercise price equal to the fair market value on the grant date, subject to vesting over four years, with 25% vesting on each of September 30, 2020, September 30, 2021, September 30, 2022, and September 30, 2023, (ii) restricted stock units (“RSUs”) for 60,000 shares of the Company’s common stock, with each RSU equal in value to one share of common stock and 25% of the RSUs vesting on each of April 8, 2020, April 8, 2021, April 8, 2022, and April 8, 2023, and (iii) performance-based restricted stock units (“PRSUs”) for a target of 60,000 shares of the Company’s common stock, with each PRSU equal in value to one share of common stock, which may be earned based on the performance of the Company’s common stock price over the period beginning on April 8, 2019 and ending on May 15, 2023. The foregoing is a summary only and does not purport to be a complete description of all of the terms, provisions, covenants, and agreements contained in the form of Stock Option Agreement, the form of Restricted Stock Unit Agreement, and the form of Performance Restricted Stock Unit Agreement, and is subject to and qualified in its entirety by reference to the complete text of the form of Stock Option Agreement, the form of Restricted Stock Unit Agreement, and the form of Performance Restricted Stock Unit Agreement attached as Exhibit 10.54, Exhibit 10.55, and Exhibit 10.56, respectively, to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with the Securities and Exchange Commission on May 6, 2019 and incorporated by reference into this Item 5.02.

There was no arrangement or understanding to which Mr. Unzicker was appointed as an executive officer of the Company, and there have been no related party transactions between Mr. Unzicker and the Company that are reportable to Item 404(a) of Regulation S-K. Mr. Unzicker is not related to any executive officer or director of the Company.

On September 9, 2019, the Company issued a press release announcing the appointment of Mr. Unzicker as its Executive Vice President and Chief Financial Officer. A copy of this press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference into this Item 5.02.