Bohn H. Crain
About Bohn H. Crain
Radiant Logistics’ founder, Bohn H. Crain, age 61, has served as Chairman and Chief Executive Officer since October 2005, bringing ~30 years of transportation and capital markets experience; he holds a BA in Business Administration (Accounting) from the University of Texas . Under his leadership, FY2025 results were revenues $902.7m, adjusted EBITDA $38.8m (16.2% margin), and net income $17.3m; Radiant invested $21.0m in technology and has executed 33 acquisitions since inception . He owns approximately 21.7% of outstanding shares and is in full compliance with stock ownership guidelines at ~130x salary multiple, signaling strong alignment with shareholders . Governance mitigants to his combined CEO/Chair role include a Lead Independent Director, an all-independent AEOC committee, and regular executive sessions of independent directors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Radiant Logistics, Inc. | Chairman and CEO | 2005–present | Founder/architect of platform; M&A-led roll-up strategy |
| Radiant Capital Partners, LLC | Managing Member | 2005–present | Vehicle for consolidation strategy in transportation/logistics |
| Stonepath Group, Inc. | EVP & CFO | 2002–2004 | Public 3PL finance leadership |
| Schneider Logistics, Inc. | EVP & CFO | 2001 | 3PL finance leadership |
| Florida East Coast Industries, Inc. | VP & Treasurer | 2000–2001 | NYSE-listed rail/real estate treasury leadership |
| CSX Corp. and subs | Various VP/Treasury roles | 1989–2000 | Fortune 500 transport finance/treasury |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Radiant Capital Partners, LLC | Managing Member | 2005–present | Supports Radiant’s consolidation strategy |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (% of Salary) | Notes |
|---|---|---|---|
| 2025 | 475,000 | 50% | Increase effective Jan 1, 2025; STIP paid quarterly from 5% of adjusted EBITDA pool |
| 2024 | 425,000 | 50% | Target percentages unchanged YoY |
| 2023 | 425,000 | 50% | Target percentages unchanged YoY |
Performance Compensation
Short-Term Incentive Plan (STIP) – Quarterly Cash Bonuses
- Mechanics: Quarterly profit pool = 5% of adjusted EBITDA; individual payouts scaled by target opportunity and individual goals; 20% holdback applied until revenue recognition material weakness remediated (remediated by June 30, 2025) .
- FY2025 quarterly adjusted EBITDA (plan basis): Q1 $9.5m, Q2 $12.0m, Q3 $9.4m, Q4 $7.9m .
| Period | Q1 FY2025 ($) | Q2 FY2025 ($) | Q3 FY2025 ($) | Q4 FY2025 ($) | Total FY2025 ($) |
|---|---|---|---|---|---|
| B. H. Crain STIP payout | 48,088 | 54,379 | 39,394 | 28,256 | 170,117 |
- FY2024 reference STIP: Total $133,629 with similar 20% holdback pending remediation .
Long-Term Incentive Plan (LTIP) – RSUs and PSUs
- Design trend: Increased weight to PSUs; FY2025 mix 19% RSUs (3-year cliff) and 81% PSUs (3-year performance based on individual goals and appreciation in notional value per fully diluted share to 6/30/2027) .
- FY2025 awards to Crain: RSUs 25,388 ($162,737 grant-date FV) on 9/10/2024; PSUs 104,934 ($739,785 grant-date FV) on 11/15/2024 .
- PSU outcomes: FY2022 and FY2023 PSU awards did not meet performance goals; no vesting/payouts for three-year periods ending 6/30/2024 and 6/30/2025 .
| Fiscal Year (Grant) | Award Type | Target as % of Salary | Shares Granted (#) | Grant-Date Fair Value ($) | Vesting/Performance |
|---|---|---|---|---|---|
| FY2025 | RSU | 50% | 25,388 | 162,737 | 3-year cliff on 9/10/2027 |
| FY2025 | PSU | 150% | 104,934 | 739,785 | 3-year performance to 6/30/2027 |
| FY2024 | RSU | 50% | 27,595 | 185,990 | 3-year cliff on 9/11/2026 |
| FY2024 | PSU | 150% | 99,454 | 601,697 | 3-year performance to 6/30/2026 |
| FY2023 | RSU | 50% | 41,058 | 280,837 | 3-year cliff; vested 9/15/2025 |
| FY2023 | PSU | 150% | 97,926 | 632,602 | Did not vest (goals missed) |
Pay Outcomes (Summary Compensation Table – CEO)
| Year | Salary ($) | Stock Awards ($) | STIP Paid ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2025 | 451,731 | 902,522 | 170,117 | 252,258 | 1,776,627 |
| 2024 | 425,000 | 787,687 | 133,629 | 612,808 | 1,959,124 |
| 2023 | 425,000 | 913,439 | 262,192 | 623,550 | 2,224,181 |
Notes: “All Other” includes $225,000 distributions from Radiant Logistics Partners (RLP), a minority-owned JV 60% owned by Crain and 40% by Radiant (related-party) .
Performance Metric Detail (Incentive Calibration)
- STIP metric: consolidated adjusted EBITDA (pool = 5% of adjusted EBITDA; AEOC retains discretion) .
- RSU determination: 90% weighted to adjusted EBITDA vs budget and 10% to individual goals; FY2024 goal $42.64m vs actual $31.16m (73% company goal achievement; Crain individual 95%; composite factor ~75%) driving FY2025 RSU sizing .
- PSUs: three-year performance based on individual goals and notional fully diluted share value appreciation; FY2022/2023 PSU cycles did not meet targets (no vest) .
Equity Ownership & Alignment
- Ownership guidelines: CEO 4x salary; Crain at ~130x, in compliance; holds ~21.7% of outstanding shares, indicating strong alignment .
- Anti-hedging/pledging: Hedging and short sales prohibited; pledging disallowed absent Board approval .
- Outstanding unvested equity (as of 6/30/2025, at $6.08/share): RSUs 41,058 ($249,633), 27,595 ($167,778), 25,388 ($154,359); PSUs 99,454 ($604,680), 104,934 ($637,999); note 97,926 PSUs from 2023 grant will not vest .
- Option exposure: Minimal; 2,377 options exercised in FY2025 for $5,705 value; current equity tilted to RSUs/PSUs rather than options .
| Category | Detail |
|---|---|
| CEO ownership % of outstanding | ~21.7% |
| Guideline compliance | 130x salary; target 4x |
| Unvested RSUs (value at $6.08) | 41,058 ($249,633); 27,595 ($167,778); 25,388 ($154,359) |
| Unvested PSUs (value at $6.08) | 99,454 ($604,680); 104,934 ($637,999); 97,926 PSUs from FY2023 not vesting |
| Derivatives/hedging/pledging | Prohibited; pledging requires Board approval |
Insider trading (last 24 months, indicative): Multiple Form 4s reflect administrative tax withholdings (Code F) and non-sale transfers (gifts) rather than open-market selling; examples include 2025-09-15 withholding and 2025-06-13 spouse gifts; 2024-05-30 gifts reported. We did not identify open-market sales in these filings .
Employment Terms
| Provision | CEO (Bohn H. Crain) | Other NEOs (context) |
|---|---|---|
| Employment agreement | Original 2006; amended 2008 and 2011; term automatically renews; base raised to $475k in 2025 | Individual employment agreements outline base, STIP/LTIP participation |
| STIP target | 50% of salary; quarterly pool-based | 35% for other NEOs |
| Severance (no CIC) | If terminated without cause/for good reason: immediate vesting of unvested options; salary through remainder of term; greater of last or target bonus; fringe benefits | 6 months’ salary/benefits (or 12 months if within 9 months post-CIC) |
| Change-in-control (CIC) | If terminated post-CIC (other than for cause or by CEO without good reason): 2.99x “basic compensation” (salary+bonus+fringe), plus three years of bonus at greater of last or target, three years of benefits, immediate option vesting; contains grandfathered 280G excise tax gross-up | |
| Equity acceleration | Double-trigger standard in plan; CEO options accelerate as above; RSU/PSU vesting per plan/assumptions detailed | |
| Restrictive covenants | Non-compete, non-solicit, confidentiality | |
| Clawback | Robust policy; applied to prior restatement and strengthened in 2023; complies with SEC/NYSE rules | |
| Hedging/pledging | Prohibited (with narrow approval carve-out for pledging) | |
| Tax gross-ups policy | No gross-ups policy except grandfathered CEO 2006 agreement |
Board Governance (Service History, Committees, Independence)
- Board service: Director since 2005; Chairman and CEO; not independent by NYSE American standards due to executive role .
- Board structure: 4 directors; 3 independent; all directors elected annually; majority vote in uncontested elections .
- Committees: Single consolidated Audit and Executive Oversight Committee (AEOC) composed entirely of independent directors; AEOC fulfills Audit, Compensation, and Nominating/Governance functions .
- AEOC roles: Audit (Palmieri, Chair, audit committee financial expert), Compensation (oversight by Gould), Nominating/Governance (oversight by Toth) .
- Lead Independent Director: Richard P. Palmieri; presides over executive sessions; serves as principal liaison with CEO/Chair .
- Attendance: Board held 7 meetings in FY2025; all directors had 100% attendance .
- Diversity and tenure: Crain identified as Native American; board diverse by gender/ethnicity; average tenure ~11 years .
Compensation Governance, Peer Group, and Say‑on‑Pay
- Say‑on‑Pay: 95% approval in 2024, indicating strong shareholder support .
- Peer group: Updated in May 2025; includes ATSG, Allegiant, ArcBest, Forward Air, Hub Group, Saia, Werner, etc.; AEOC does not target a fixed percentile; noted target cash/LTI levels below 50th percentile given Radiant’s size .
- Best practices: Double‑trigger equity acceleration; robust clawback; ownership/retention guidelines; prohibition on hedging/short sales; no option repricing; no tax gross‑ups except grandfathered CEO agreement .
Related‑Party Transactions
- Radiant Logistics Partners, LLC (RLP): Formed 2006 as minority-owned enterprise (60% Crain/40% Radiant) to access supplier diversity programs; independent directors reviewed and approved terms; CEO’s distributed share ($225,000 in FY2025) included in “All Other Compensation” .
Performance & Track Record
| Metric | FY2025 |
|---|---|
| Revenues ($m) | 902.7 |
| Adjusted Gross Profit ($m) | 239.4 |
| Net Income ($m) | 17.3 |
| Adjusted EBITDA ($m) | 38.8 |
| Adjusted EBITDA Margin (%) | 16.2% |
| Tech Investment ($m) | 21.0 |
| Acquisitions Since Inception | 33 |
Additional governance milestone: revenue recognition material weakness remediated by June 30, 2025 after enhanced controls; AEOC credited with oversight .
Director Compensation
- Radiant discloses director compensation in the proxy; Crain receives compensation as CEO (no separate director retainer indicated for executives); non-employee director details are in the “Director Compensation” section (not reproduced here) .
Compensation Structure Analysis (Signals)
- Shift to PSUs (81% of CEO LTIP in FY2025) raises performance sensitivity; missed PSU cycles in FY2022/2023 reduced realized pay despite grant-date values, reinforcing pay-for-performance .
- STIP tied to adjusted EBITDA with AEOC discretion and 20% holdback pending control remediation balanced liquidity focus with governance .
- Grandfathered 280G gross-up and 2.99x CIC multiple for CEO are shareholder-unfriendly legacy terms; company otherwise codified a no‑gross‑ups policy for others .
Risk Indicators & Red Flags
- Legacy CIC gross‑up and high multiple (2.99x) for CEO .
- Related‑party distributions via RLP continue ($225k in FY2025) though reviewed by independent directors .
- Material weakness remediation completed FY2025 (positive), with clawback policy applied historically .
- Hedging/pledging prohibited; no pledging disclosed .
- Insider activity over past 24 months appears administrative (tax withholdings) and gifting, not open‑market selling, tempering concerns about selling pressure .
Investment Implications
- Alignment: Very high insider ownership (~21.7%) and strong compliance with ownership guidelines align CEO incentives with long-term TSR; minimal evidence of open‑market selling reduces near‑term insider overhang concerns .
- Pay for performance: Greater PSU weighting and missed vesting cycles in 2022/2023 suggest compensation is sensitive to multi‑year performance; if share value appreciation and goal attainment improve through FY2027, PSU realizations could become a positive signal .
- Governance: Combined CEO/Chair role is mitigated by a Lead Independent Director and an all‑independent oversight committee; remediation of a material weakness and robust clawback reduce control risk, though legacy CIC gross‑up remains a governance blemish .
- Retention/CIC: CEO’s sizable CIC benefits (2.99x plus benefits and gross‑up) and large equity exposure likely secure retention through strategic events, but could elevate transaction costs in a sale scenario .
- Execution: FY2025 results reflect stable profitability and ongoing technology and acquisition investment; continued delivery on EBITDA and control environment should keep say‑on‑pay support high (95% in 2024) and improve the odds of PSU vesting in current cycles .