ROADRUNNER TRANSPORTATION SYSTEMS, INC. (NYSE:RRTS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Executive Officer

On May 22, 2017, Roadrunner Transportation Systems, Inc. (the
Company) appointed Terence R. Rogers as Executive Vice President
and Chief Financial Officer. Curtis W. Stoelting, the Companys
Chief Executive Officer, will continue to serve as the Companys
principal financial officer and principal accounting officer.

Mr. Rogers, age 58, served as the Chief Financial Officer of The
Heico Companies, LLC, the parent company for a diversified
portfolio of over 35 businesses, from April 2012 to February
2017. Prior to that time, Mr. Rogers served in various financial
positions with Ryerson Inc., a leading distributor and
value-added processor of industrial metals, from December 1994 to
April 2012, most recently as Chief Financial Officer.

In connection with his appointment as Executive Vice President
and Chief Financial Officer, the Company and Mr. Rogers entered
into an employment agreement, dated as of May 22, 2017 (the
Employment Agreement). to the terms of the Employment Agreement,
Mr. Rogers will receive an annual base salary of $400,000. Mr.
Rogers is also eligible to earn bonus compensation under the
Companys bonus plan and is entitled to participate in and receive
all benefits under the Companys employee benefit programs. The
Employment Agreement provides that, in the event the Company
terminates Mr. Rogers employment without cause (as such term is
defined in the Employment Agreement) or Mr. Rogers terminates his
employment for good reason (as such term is defined in the
Employment Agreement), the Company will (i) continue to pay Mr.
Rogers his base salary for the 12-month period following the date
of such termination, and (ii) pay Mr. Rogers a single-sum amount
equal to the premiums that he would have to pay (based upon the
COBRA premiums being charged under the Companys health plan as of
the termination date) if he had elected to continue the health
insurance coverage that he was receiving under the Companys 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. Rogers employment without cause (as such term is
defined in the Employment Agreement) or Mr. Rogers 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 Companys 2010
Incentive Compensation Plan), then in lieu of the payments
described in the immediately preceding sentence, the Company will
(i) continue to pay Mr. Rogers his base salary for the 18-month
period following the date of such termination, (ii) pay Mr.
Rogers a lump sum amount equal to one and one-half times Mr.
Rogers 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. Rogers a single-sum amount equal to the
premiums that he would have to pay (based upon the COBRA premiums
being charged under the Companys health plan as of the
termination date) if he had elected to continue the health
insurance coverage that he was receiving under the Companys group
health plan immediately prior to the date of termination for a
period of 18 months after the date of termination. Mr. Rogers
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 Companys Quarterly Report on
Form 10-Q for the quarter ending June 30, 2017.

On May 22, 2017, the Company granted Mr. Rogers a seven-year
non-qualified stock option to purchase 165,000 shares of the
Companys 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 annual anniversary of the grant
date. 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, and is subject to and qualified in its entirety by
reference to the complete text of the form of Stock Option
Agreement attached as Exhibit 10.30 to our Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on
May 10, 2016 and incorporated by reference into this Item 5.02.

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

On May 24, 2017, the Company issued a press release announcing
the appointment of Mr. Rogers as the Companys 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.