UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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(Exact name of Registrant as Specified in Its Charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Radiant Logistics, Inc. (“the Company”) announced the departure of an officer.
On December 22, 2023, the Company announced the departure of John W. Sobba, its Senior Vice President and General Counsel. In connection with his separation from service, the Company and Mr. Sobba executed a Separation Agreement and General Release providing for a severance payment and benefits to Mr. Sobba consistent with the terms and conditions of Mr. Sobba’s executive employment agreement with the Company, dated as of April 27, 2018, which are salary continuation at base salary level prior to such termination, plus a continuation of the medical benefits and car allowance benefits, for a period of six months. In addition, the Separation Agreement and General Release provides for the vesting of Restricted Stock Unit grants on a pro rata basis for all awards granted to Mr. Sobba more than twelve months prior to his separation date. The description of the Separation Agreement and General Release is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated by reference herein.
The Company announced the appointment of an officer.
On December 22, 2023, the Company appointed Jaime Becker, to serve as its Senior Vice-President and General Counsel. Ms. Becker, age 43, brings with her over a decade of experience in supporting both publicly and privately held domestic and international companies in the technology, logistics, construction, and oil and gas industries. Ms. Becker was a part of the legal team at Amazon, followed most recently by her role at Convoy. Ms. Becker holds a Bachelor of Arts degree from Pepperdine University and a Juris Doctorate from Pepperdine University School of Law.
We entered into an employment agreement with Ms. Becker (“Employment Agreement”) setting forth the terms and conditions of her employment. Pursuant to the Employment Agreement, the Company will pay her an annual base salary of $250,000, subject to annual evaluation and adjustment. Incentive compensation will be awarded to Ms. Becker under the Company’s general management compensation plans, based upon the achievement of corporate and individual objectives at the discretion of our audit and executive oversight committee.
In addition to customary employment benefits that are broadly provided to our employees, such as participation in our stock option plans and life insurance, hospitalization, major medical and other health benefits, Ms. Becker is entitled to six months of severance in the form of salary continuation payments in the event her employment is terminated as a result of her death or disability, or by the Company other than for cause; or twelve months of severance if within nine months following a “Change of Control”, she voluntary terminates her employment for “Good Reason” or her employment is terminated by the Company other than for cause. For the purposes of the Employment Agreement, a “Change of Control” shall be deemed to occur if there occurs a sale, exchange, transfer or other disposition of substantially all of our assets to another entity, except to an entity controlled directly or indirectly by us, or a merger, consolidation or other reorganization in which the Company is not the surviving entity, or a plan of liquidation or dissolution of the Company other than pursuant to bankruptcy or insolvency laws. Additionally, “Good Reason” shall be deemed to occur upon either (i) a breach of the Employment Agreement by us, or (ii) a reduction in salary without Ms. Becker’s consent, unless any such reduction is otherwise part of an overall reduction in executive compensation experienced on a pro rata basis by other similarly situated employees.
The description of the Employment Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 10.2 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
No. |
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Description |
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10.1 |
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Separation Agreement and General Release between the Company and John Sobba dated December 22, 2023 |
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10.2 |
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Employment Agreement between the Company and Jaime Becker dated November 13, 2023 |
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104 |
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Cover Page Interactive Data (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Radiant Logistics, Inc. |
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Date: |
December 22, 2023 |
By: |
/s/ Todd Macomber |
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Todd Macomber |
Exhibit 10.1
SEPARATION AGREEMENT AND GENERAL RELEASE
This Separation Agreement and General Release (the “Agreement”) is made and entered into by and between Radiant Logistics, Inc. (the “Company”) and John W. Sobba (“Executive”).
Executive and Company shall be collectively referred to as (the “Parties”).
RECITALS
WHEREAS, Executive was employed by Company in the position of Senior Vice President, General Counsel through December 22, 2023 (“Separation Date”);
WHEREAS, the Company and Executive desire that Executive separates his service from the Company as of the Separation Date;
WHEREAS, Executive will continue receiving group health coverage with Company (medical, dental, and/or vision coverage and/or any health care flexible spending accounts, health savings accounts, or dependent care flexible spending accounts) through the end of month in which Separation Date occurs;
WHEREAS, Executive will be paid for all accrued but unused vacation days through the Separation Date, and will be reimbursed for any previously unreimbursed business expenses incurred by him prior to the Separation Date in accordance with the Company’s expense reimbursement policy;
WHEREAS, in an effort to demonstrate good faith and in an effort to assist Executive in his transition, and pursuant to Executive’s Employment Agreement, the Company has offered Executive this Agreement;
WHEREAS, the Parties desire to compromise settle and release all claims, whether known or unknown, arising out of Executive’s employment with and separation from Company;
NOW, THEREFORE, for good and valuable consideration of the mutual promises and covenants hereinafter set forth, the Parties agree as follows:
AGREEMENT
Executive’s base salary for six months following the Separation Date, totaling One Hundred Twenty
-Five Thousand Dollars ($125,000.00), less all applicable statutory withholdings (“Severance
Payment”); (2) the continuation of Executive’s current car allowance equal to $1,000 per month for six months following the Separation Date totaling Six Thousand Dollars ($6,000) (“Car Allowance”);
(3) payment of Executive’s COBRA premiums for up to six months following the Separation Date
(“COBRA Premium Reimbursement”) following Executive’s election of COBRA coverage; and (4) the acceleration of Executive’s Restricted Stock Units (“RSU Acceleration”). Collectively, the Severance Payment, Car Allowance, COBRA Premium Reimbursement, and RSU Acceleration shall be referred to as (“Consideration”).
Company’s regularly scheduled pay dates until paid in full beginning on the next payroll processing date following the Company’s receipt of this signed Agreement so long as the revocation period in Paragraph 15 has expired.
Date. RSUs that were granted less than one year (1) before the Separation Date will be canceled. Executive’s RSU grants, therefore, will vest as follows:
Grant Date |
Vest Date |
Separation Date |
Months from Grant |
Percent vested |
RSU grant amount |
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Number of units to vest per Agreement |
9/8/2021 |
9/15/2024 |
12/22/2023 |
27 |
75% |
16,229 |
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12,172 |
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9/9/2022 |
9/15/2025 |
12/22/2023 |
15 |
42% |
16,925 |
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7,052 |
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9/11/2023 |
9/11/2026 |
12/22/2023 |
3 |
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11,353 |
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0 |
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44,507 |
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19,224 |
2
Confidential Separation Agreement
representatives, agents and Affiliates (the “Releasing Parties”). The release set forth herein is given to the Company and its parents, subsidiaries, affiliates, partners, and each of their predecessors, successors, and assigns and each and all of their respective past, present or future members, officers, directors, equity holders, trustees, representatives, employees, principals, agents, insurers, partners, lenders, attorneys, and other advisors; and any employee benefit plan established or maintained by the foregoing entities and their plan administrators (collectively, the “Released Parties”). In consideration of the promises and covenants set forth herein, Executive hereby fully, finally and irrevocably releases, acquits and forever discharges the Released Parties forever and unconditionally of and from any and all claims, demands or liabilities whatsoever, whether known or unknown or suspected to exist by Executive, which Executive ever had or may now have against any of the Released Parties, arising at any time in any jurisdiction from the beginning of time to the date Executive signs this Agreement, including, without limitation, any claims, demands or liabilities in connection with Executive’s employment with any of the Released Parties or the termination thereof, including wrongful termination, constructive discharge, breach of express or implied contract, tort,
unpaid wages, benefits, attorney’s fees or pursuant to any federal, state, or local employment laws, regulations, or executive orders prohibiting discrimination or retaliation or less favorable treatment on any grounds including, inter alia, age, race, color, sex, national origin, religion, handicap, veteran status, disability or whistleblowing, including, without limitation, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, Title VII of the Civil Rights Act of 1964, as amended by the Civil Rights Act of 1991, the Civil Rights Act of 1866, the Employee Retirement Income Security Act of 1974, the Genetic Information Nondiscrimination Act of 2008, the Uniformed Services Employment and Reemployment Rights Act, Fair Labor Standards Act, Family Leave and Medical Act, Employee Retirement Income Security Act of 1974 (except for any vested benefits under any qualified benefit plan), Immigration Reform and Control Act, Worker Adjustment and Retraining Notification Act, Fair Credit Reporting Act, Equal Pay Act, the Americans with Disabilities Act of 1990, the Washington Industrial Welfare Act, the Washington Law Against Discrimination, the Washington Family Leave Act, the Washington Leave Law; the Washington Minimum Wage Requirements and Labor Standards Act, Title 49 of the Revised Code of Washington, the Washington Equal Pay Opportunity Act; the Washington Fair Chance Act, the State Constitution of Idaho, the Idaho Human Rights Act (IHRA), and any and all state or local laws regarding employment discrimination and/or federal, state or local laws of any type or description regarding employment as well as any claim for breach of contract, wrongful discharge, breach of any express or implied promise, misrepresentation, fraud, retaliation, violation of public policy, infliction of emotional distress, defamation, promissory estoppel, invasion of privacy or any other theory or claim, whether legal or equitable, including but not limited to any claims arising from or derivative of Executive’s employment with the Company and the termination of Executive’s
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Confidential Separation Agreement
employment from the Company or otherwise.
This means that by signing this Agreement, Executive understands that Executive will have waived any right Executive may have to bring a lawsuit or make any claim of any kind whatsoever against any released party based on any actions or omissions of the Company or any released party up to the effective date of this Agreement.
This release does not affect any legal rights that Executive may have arising after the Effective Date of this Agreement.
conducted by such an agency, nor shall any provision in this Agreement adversely affect Executive’s right to engage in such conduct. Nevertheless, pursuant to this paragraph, Executive waives the right to obtain any monetary relief or other recovery as a result of or with regard to the matters alleged in the charge or to collect any monies or compensation as a result of filing or participating in such a charge or complaint.
Executive’s COBRA premiums for continuation coverage in accordance with election materials and other COBRA notices to be sent to Executive by the plans’ designated administrator.
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Confidential Separation Agreement
Pursuant to the Defend Trade Secrets Act of 2016, Executive acknowledges that he may not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a Trade Secret that: (a) is made (i) in confidence to a Federal, State, or Local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed in a lawsuit or other proceeding, if such filing is made under seal.
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Confidential Separation Agreement
Nothing in Paragraphs 12 and 15 prevents Executive from discussing or disclosing information about alleged or perceived improper acts in the workplace. Further, nothing in Paragraphs 12 and 15 prevent Executive from discussing Executive’s employment with, and separation from, the Company with any government administrative agency, such as the National Labor Relations Board (“NLRB”), Security Exchange Commission (“SEC”), Equal Employment Opportunity Commission (“EEOC”) or other agency, whether as part of a report, complaint, investigation, or for some other purpose.
Executive further acknowledges that Executive is entering into this Agreement knowingly, voluntarily and of Executive’s own free will. This Agreement shall not become effective and enforceable until the seven-calendar day revocation period has expired.
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Confidential Separation Agreement
Radiant Logistics, Inc.
By: |
/s/ Bohn H. Crain |
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Bohn Crain, Founder, Chairman and Chief Executive Officer |
I acknowledge receipt of this Agreement on December 22, 2023, and I hereby agree to and accept this Agreement.
/s/ John W. Sobba |
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12/22/2023 |
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John W. Sobba |
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Date |
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7
Confidential Separation Agreement
Exhibit 10.2
November 2, 2023
Ms. Jaime Becker
Email: jfbecker11@gmail.com
Re: Employment Agreement
Dear Jaime:
Radiant Global Logistics, Inc. (the “Company”) is pleased to confirm your conditions of employment with the Company.
700 S. Renton Village Place Seventh Floor Renton, WA 98057 (T) 425-462-1094 (F) 425 462-0768
www.radiantdelivers.com
Should your employment be terminated as a result of: (i) your voluntary resignation; or (ii) by the Company as a result of actions taken, or omissions to act, by you that the Company, in its sole discretion, determines as misconduct by you, then the Company's only obligation shall be to pay you such portion of your base salary as may be accrued but unpaid on the date of termination.
If you agree to accept the terms of this offer of employment, would you kindly sign this letter and return it to us by no later than your start date.
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RADIANT GLOBAL LOGISTICS, INC. |
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By: |
/s/ Bohn H. Crain |
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Chief Executive Officer |
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ACKNOWLEDGED AND ACCEPTED BY: |
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By: |
/s/ Jaime Becker |
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Date: |
11/13/2023 |
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Jaime Becker |
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Document And Entity Information |
Dec. 22, 2023 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Dec. 22, 2023 |
Entity Registrant Name | RADIANT LOGISTICS, INC. |
Entity Central Index Key | 0001171155 |
Entity Emerging Growth Company | false |
Entity File Number | 001-35392 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 04-3625550 |
Entity Address, Address Line One | Triton Towers Two |
Entity Address, Address Line Two | 700 S. Renton Village Place |
Entity Address, Address Line Three | Seventh Floor |
Entity Address, City or Town | Renton |
Entity Address, State or Province | WA |
Entity Address, Postal Zip Code | 98057 |
City Area Code | 425 |
Local Phone Number | 462-1094 |
Entity Information, Former Legal or Registered Name | N/A |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, $0.001 Par Value |
Trading Symbol | RLGT |
Security Exchange Name | NYSEAMER |
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