Arnold Goldstein
About Arnold Goldstein
Arnold Goldstein is Senior Vice President and Chief Commercial Officer at Radiant Logistics (RLGT), age 71, serving in this role since June 2016; he holds a B.A. in Psychology from the University of Rhode Island and an MBA from Bryant University . His compensation is tied to company performance through short- and long-term incentives that use adjusted EBITDA and multi‑year PSU metrics; RLGT delivered FY2025 revenues of $902.7m and adjusted EBITDA of $38.8m, up from FY2024 revenues of $802.5m and adjusted EBITDA of $31.2m, while pay‑versus‑performance disclosures show cumulative TSR tracking with compensation actually paid .
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenues ($mm) | $802.5 | $902.7 |
| Adjusted EBITDA ($mm) | $31.2 | $38.8 |
| Pay vs Performance – $100 TSR value (company) | $82 | $88 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Service by Air (acquired by RLGT Jun-2015) | Chief Operating Officer | Pre-2016 | Operational leadership in air forwarding prior to integration into RLGT |
| Hellmann Worldwide Logistics | Leadership roles | 2006–2015 | Led commercial operations across global logistics network |
External Roles
No public company directorships or external board roles disclosed for Goldstein in RLGT filings .
Fixed Compensation
| Element | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $250,000 | $250,000 | $263,558 earned; Board approved increase to $275,000 effective Jan 1, 2025 |
| Target STIP (% of base) | 35% | 35% | 35% |
| Actual STIP Paid ($) | $109,371 | $55,693 (20% holdback pending remediation) | $71,533 (20% holdback paid FY2026) |
Notes:
- Quarterly STIP pool set at 5% of adjusted EBITDA, pro‑rated among participants based on base salary and individual goals .
- FY2025 quarterly STIP payouts for Goldstein: $20,426, $23,570, $15,965, $11,572; total $71,533, with 20% held back until material weakness remediation (completed by 6/30/25) .
Performance Compensation
Long-Term Incentive Plan (LTIP) – RSUs and PSUs
| Award Type | Metric | Weighting | Target | Actual/Formula | FY2025 Grant | Vesting |
|---|---|---|---|---|---|---|
| RSUs | Adjusted EBITDA vs budget (company) + individual goals | 90% company / 10% individual | FY2024 Adjusted EBITDA goal: $42.64m | FY2024 actual (restated): $31.16m; Performance factor 75% (Goldstein) | 10,475 RSUs; Grant-date FV $67,145 | 3-year cliff; granted 9/10/2024, vests 9/10/2027 |
| PSUs | 3-year appreciation in notional value per fully diluted share + individual goals | 100% | 3-year period ending 6/30/2027 | Vests based on goal attainment; prior FY2022–2023 PSU cycles did not vest | 40,501 PSUs; Grant-date FV $285,532 | Performance vesting; granted 11/15/2024, scheduled payout FY2027 |
Additional detail:
- RSU performance determination is 90% on company adjusted EBITDA and 10% on individual goals; Goldstein’s FY2024 performance factor used to size FY2025 RSU grant was 75% .
- RLGT disclosed that PSUs granted in FY2022 and FY2023 did not vest due to performance shortfalls, underscoring pay‑for‑performance rigor .
Equity Ownership & Alignment
| Item | FY 2024 | FY 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 147,861 (includes 125,000 options exercisable within 60 days) | 43,653 |
| Ownership % of outstanding | <1% | <1% |
| Outstanding RSUs (unvested) | 11,382 (9/11/2023 grant; vest 9/11/2026) | 10,475 (9/10/2024 grant; vest 9/10/2027) |
| Outstanding PSUs (unvested) | 39,002 (11/15/2023 grant) | 40,501 (11/15/2024 grant) |
| Option exercises | Exercised 125,000 options; value realized $362,500 in FY2025 | — |
| Ownership guidelines | 1× base salary; Goldstein in compliance (approx. 2× multiple) | 1× base salary; in compliance (approx. 2× multiple) |
| Hedging/pledging | Company prohibits hedging and pledging without Board approval |
Notes:
- RSU/PSU market value references in the outstanding awards table use 6/30/25 closing price of $6.08 for valuation .
- Executive stock ownership guidelines require retention of 100% of net shares until guideline met; Goldstein is in compliance .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement | Effective Feb 6, 2015; SVP & CCO; base salary subject to annual review; increased to $275,000 effective Jan 1, 2025 |
| Severance (no CoC) | Six months salary continuation plus medical and car allowance; standard non‑compete/non‑solicit/confidentiality |
| Change of Control (double‑trigger) | If terminated for good reason or without cause within nine months post‑CoC: 12 months salary continuation; medical and car allowance; 12 months acceleration on equity vesting |
| Clawback | Robust clawback applicable to cash and equity incentives, strengthened in Oct 2023 to mandatory in restatement cases |
| Hedging/Pledging | Prohibited for insiders absent Board approval |
Potential Payments (FY2025 valuation; termination at 6/30/25)
| Scenario | Severance Pay ($) | RSU Vesting ($) | PSU Vesting ($) | Other Benefits ($) | Total Selected Elements ($) |
|---|---|---|---|---|---|
| Termination without cause or good reason (outside CoC) | 137,500 | — | — | 17,434 | 154,934 |
| Termination without cause or good reason (in connection with CoC) | 275,000 | 237,740 | 716,862 (assumes ≥ target performance) | 34,869 | 1,264,471 |
| Death or Disability | 137,500 | 92,967 (pro‑rata RSUs per plan terms) | 391,572 (pro‑rata PSUs at target) | 17,434 | 639,473 |
Performance & Track Record
- Vertical Sales Organization leader: Goldstein earns 1% of Net Contribution; FY2025 additional payments totaled $97,007, evidencing direct linkage to commercial value creation .
- RLGT delivered FY2025 revenues of $902.7m and adjusted EBITDA of $38.8m; FY2024 revenues $802.5m and adjusted EBITDA $31.2m, with cumulative TSR rising from 82 to 88 (initial $100) over FY2024–FY2025, aligning compensation actually paid with shareholder returns .
- Governance discipline: PSUs granted in FY2022 and FY2023 did not vest, indicating stringent performance hurdles and alignment with outcomes .
Compensation Structure Analysis
- Mix and rigor: Goldstein’s pay comprises base salary, quarterly STIP tied to adjusted EBITDA, and LTIP with a majority PSU component, emphasizing multi‑year value creation; RSUs vest via 3‑year cliff with performance‑sized grants; PSUs require 3‑year outcomes and have demonstrated real forfeiture risk .
- Pay positioning: RLGT notes NEO pay opportunities below the 50th percentile of peer group, consistent with company size and market cap, limiting inflation risk .
- Best practices: No option repricing; robust clawback; double‑trigger CoC; anti‑hedge/pledge; annual say‑on‑pay with ~95% approval in 2024 .
Vesting Schedules (Upcoming)
| Award | Quantity | Grant Date | Vest Schedule |
|---|---|---|---|
| RSU (FY2023 cycle) | 11,382 | 9/11/2023 | Vests 9/11/2026 (3-year cliff) |
| RSU (FY2025 cycle) | 10,475 | 9/10/2024 | Vests 9/10/2027 (3-year cliff) |
| PSU (FY2024 cycle) | 39,002 | 11/15/2023 | Performance vesting; 3-year cycle |
| PSU (FY2025 cycle) | 40,501 | 11/15/2024 | Performance vesting; 3-year cycle ends 6/30/2027 |
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑pay approval ~95% at 2024 annual meeting, supporting compensation design .
- Company incorporated investor feedback: enhanced disclosure, clawback policy, stock ownership guidelines, and double‑trigger CoC protections .
Investment Implications
- Alignment: High share‑based at‑risk pay, failed PSU vesting in prior cycles, clawback policy, and anti‑hedging/pledging indicate strong alignment and control on windfalls .
- Retention risk: Moderate—base salary increased to $275k, quarterly STIP, vertical sales commission, and double‑trigger CoC protections (12 months salary/benefits and equity acceleration) support retention through cycles .
- Near‑term supply considerations: Cliff‑vesting RSUs in 2026 and 2027 and prior option exercise (125,000 exercised in FY2025) are factual vesting/supply events; monitoring Form 4s can refine insider selling pressure assessment .
- Performance levers: Adjusted EBITDA is the central incentive metric (STIP and RSU sizing), while PSUs link payout to multi‑year share value appreciation and individual goals—further EBITDA expansion and TSR improvement are directly accretive to Goldstein’s long‑term payout potential .