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
Item5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Determination of 2017 Base Salaries for Named Executive
Officers
On February28, 2017, our compensation committee approved the 2017
base salaries for our named executive officers, Mark A. DiBlasi,
Peter R. Armbruster, Grant M. Crawford and Patrick K. McKay. The
2017 base salary increases are effective as of May1, 2017.
The following table sets forth the 2017 base salaries for each of
our named executive officers.
|
Name |
2017BaseSalary(1) | |||
|
Mark A. DiBlasi |
$ | 538,000 | ||
|
Peter R. Armbruster |
$ | 332,000 | ||
|
Grant M. Crawford |
$ | 319,000 | ||
|
Patrick K. McKay |
$ | 260,000 |
| (1) |
The 2017 base salary increases are effective as of May1, 2017. |
Determination of 2017 Cash Incentive Plan for Certain Named
Executive Officers
On February28, 2017, our compensation committee approved the 2017
executive cash incentive plan for Messrs. Armbruster, Crawford
and McKay. Our compensation committee determined that the 2017
cash incentive plan for these named executive officers will be
based on a company-wide EBIT (earnings before interest and taxes)
target that is consistent with our board-approved 2017 budget. In
addition, a portion of the 2017 cash incentive plan for
Mr.Crawford will be based on an EBIT target for our Roadrunner
Freight segment that is consistent with our board-approved 2017
budget. Actual cash bonus pay-outs for our 2017 performance will
be determined by our compensation committee and paid in early
2018, and may be above or below target bonus levels.
The following table sets forth the cash incentive plan for these
named executive officers for 2017.
|
Name |
Cash Incentive Plan Levels as % of Base Salary |
|||||||||||||||
| 80% ofTarget(1) | 90% ofTarget | 50% ofTarget | 150% ofTarget(2) | |||||||||||||
|
Peter R. Armbruster |
25.0 | % | 42.5 | % | 60.0 | % | 110.0 | % | ||||||||
|
Grant M. Crawford(3) |
12.5 | % | 25.0 | % | 40.0 | % | 90.0 | % | ||||||||
|
Patrick K. McKay |
12.5 | % | 25.0 | % | 40.0 | % | 90.0 | % |
| (1) |
Represents the percentage of 2017 base salary that the named executive officer is eligible to receive if we achieve 80% of the company-wide EBIT target. Bonuses will not be earned if company-wide EBIT is less than 80% of the target. |
| (2) | Represents the maximum potential bonus pay-out. |
| (3) |
35% of Mr.Crawfords 2017 cash incentive plan will be based on achieving at least 80% of the EBIT target for our Roadrunner Freight segment (in the same percentages set forth in the table above). |
Grants of Restricted Stock Units to Certain Named Executive
Officers
On February28, 2017, our compensation committee approved the
grant of restricted stock units (RSUs) to Messrs. Armbruster,
Crawford and McKay. The following table sets forth the dollar
amount and the number of RSUs awarded to these named executive
officers for 2017.
|
Name |
DollarValueof RSUs | Numberof RSUs(1) | ||||||
|
Peter R. Armbruster |
$ | 75,000 | 10,381 | |||||
|
Grant M. Crawford |
$ | 50,000 | 6,921 | |||||
|
Patrick K. McKay |
$ | 75,000 | 10,381 |
| (1) |
The number of RSUs awarded was calculated using a dollar per share value of $7.22, which was the 20-day trailing average closing sales price for our common stock as of the grant date. On February28, 2017, the closing sales price for our common stock was $7.54. |
Each RSU is equal in value to one share of our common stock, and
the RSUs vest 25% on each of March1, 2018, 2019, 2020 and 2021.
Recipients of RSU awards generally must remain employed by us on
a continuous basis through the end of the relevant vesting period
in order to receive any amount of the RSUs covered by that award,
except that recipients may be entitled to accelerated delivery of
a portion of unvested RSUs in the case of the recipients death or
disability, or upon a change in control.
The foregoing is a summary only and does not purport to be a
complete description of all of the terms contained in the form of
Restricted Stock Unit Agreement, and is subject to and qualified
in its entirety by reference to the form of Restricted Stock Unit
Agreement attached as Exhibit 10.20 to our Current Report on Form
8-K filed with the Securities and Exchange Commission on March7,
2011 and incorporated by reference into this Item5.02.
Grants of Performance Restricted Stock Units to Certain Named
Executive Officers
For 2017, our compensation committee determined to continue a
performance-based element to our long-term incentive program (the
PRU Program). Under this program, performance-based restricted
stock units (PRUs) are awarded to eligible employees, including
certain of our named executive officers. PRU awards are intended
to reward employees to the extent we achieve specific
pre-established financial performance goals.
Under the PRU Program, a target number of PRUs is awarded at the
beginning of each one-year performance period. The number of PRUs
ultimately earned will range from zero to 1.5 times the target
number depending on our performance during the period. Each PRU
will be equal in value to one share of our common stock, and the
PRUs earned will vest in four equal installments of 25% on the
performance determination date (as defined below) and on each of
March1, 2019, 2020 and 2021. Recipients of PRU awards generally
must remain employed by us on a continuous basis through the end
of the relevant vesting period in order to receive any amount of
the PRUs earned, except that recipients may be entitled to
accelerated delivery of a portion of unvested PRUs in the case of
the recipients death or disability, or upon a change in control.
Under the PRU Program, financial goals are set at the beginning
of each fiscal year, and performance is reviewed at the end of
that year. For 2017, the performance metric is company-wide
EBITDA (earnings before interest, tax, depreciation and
amortization expense). The calculation of EBITDA will exclude
non-cash compensation expense attributable to the PRU Program,
acquisition
transaction expenses and the results of any acquisitions that we
make during the year. The percentage to be applied to each
recipients target number of PRUs ranges from zero to 150%, based
upon the extent to which the performance goal is achieved. If we
do not achieve a minimum level of approximately 89.5% of the
EBITDA performance target for the year, the number of PRUs earned
will be zero. If we achieve this minimum level of the EBITDA
performance target for the year, a percentage (ranging on a
sliding scale from 50% to 150%) will be applied to the recipients
target number of PRUs to determine the number of PRUs earned. If
we achieve a maximum level of approximately 108.2% or more of the
EBITDA performance target for the year, the number of PRUs earned
will be 150% of the recipients target number of PRUs. As soon as
practicable following the end of the one-year performance period,
our compensation committee will determine and certify whether the
minimum financial performance level has been achieved, the level
of attainment of the performance goal, and the number of PRUs
earned by each recipient of a PRU award (such date of
determination, the performance determination date).
On February28, 2017, our compensation committee approved the
grant of PRUs to Messrs. Armbruster, Crawford and McKay. Also on
February28, 2017, our compensation committee set the PRU EBITDA
minimum, target and maximum goals for fiscal 2017. The following
table sets forth the target dollar amount and the target number
of PRUs awarded to these named executive officers for 2017.
|
Name |
TargetDollarValue of PRUs | TargetNumber of PRUs(1) | ||||||
|
Peter R. Armbruster |
$ | 150,000 | 20,763 | |||||
|
Grant M. Crawford |
$ | 100,000 | 13,842 | |||||
|
Patrick K. McKay |
$ | 150,000 | 20,763 |
| (1) |
The target number of PRUs awarded was calculated using a dollar per share value of $7.22, which was the 20-day trailing average closing sales price for our common stock as of the grant date. On February28, 2017, the closing sales price for our common stock was $7.54. |
The foregoing is a summary only and does not purport to be a
complete description of all of the terms contained in the form of
Performance Restricted Stock Unit Agreement, and is subject to
and qualified in its entirety by reference to the form of
Performance Restricted Stock Unit Agreement attached as Exhibit
10.26 to our Current Report on Form 8-K filed with the Securities
and Exchange Commission on February24, 2015 and incorporated by
reference into this Item5.02.
| Item8.01. | Other Events. |
On February28, 2017, our compensation committee approved grants
of RSUs to our independent directors. The RSU grants are part of
our previously disclosed plan to make equity-based awards to our
independent directors in order to adjust director compensation
levels to those customary for boards of directors for similarly
situated companies. On February28, 2017, we granted 7,613 RSUs to
each of our independent directors having a value on the grant
date of $55,000 based on the 20-day trailing average closing
sales price for our common stock as of the grant date of $7.22.
On February28, 2017, the closing sales price for our common stock
was $7.54.
Each RSU is equal in value to one share of our common stock, and
the RSUs vest 25% on each of March1, 2018, 2019, 2020 and 2021.
Each independent director receiving RSU awards generally must
remain a member of our board of directors through the end of the
relevant vesting period in order to receive any amount of the
RSUs covered by that award, except that recipients may be
entitled to accelerated delivery of a portion of unvested RSUs in
the case of the independent directors death or disability, or
upon a change in control.
The foregoing is a summary only and does not purport to be a
complete description of all of the terms contained in the form of
Restricted Stock Unit Agreement, and is subject to and qualified
in its entirety by reference to the form of Restricted Stock Unit
Agreement attached as Exhibit 10.20 to our Current Report on Form
8-K filed with the Securities and Exchange Commission on March7,
2011 and incorporated by reference into this Item8.01.
About ROADRUNNER TRANSPORTATION SYSTEMS, INC. (NYSE:RRTS)
Roadrunner Transportation Systems, Inc. (RRTS) is an asset-light transportation and logistics service provider. The Company offers a suite of global supply chain solutions, including truckload logistics (TL), customized and expedited less-than-truckload (LTL), intermodal solutions (transporting a shipment by over one mode, primarily through rail and truck), freight consolidation, inventory management, expedited services, air freight, international freight forwarding, customs brokerage and transportation management solutions. The Company operates through three segments: Truckload Logistics, Less-than-Truckload and Global Solutions. The Company utilizes a third-party network of transportation providers, consisting of independent contractors (ICs) and purchased power providers, to serve a diverse customer base. It primarily focuses on small to mid-size shippers. ROADRUNNER TRANSPORTATION SYSTEMS, INC. (NYSE:RRTS) Recent Trading Information
ROADRUNNER TRANSPORTATION SYSTEMS, INC. (NYSE:RRTS) closed its last trading session down -0.03 at 7.67 with 451,602 shares trading hands.
