Jaime F. Becker
About Jaime F. Becker
Jaime F. Becker, 44, is Senior Vice President and General Counsel at Radiant Logistics (RLGT) since December 2023. She previously served as Corporate Counsel at Amazon (June 2021–September 2022) and at Convoy (October 2022–November 2023); she holds a BA and JD from Pepperdine University . RLGT’s revenue increased year over year in FY 2025 versus FY 2024, and EBITDA also improved; detailed performance figures are provided below . Employment agreement effective November 13, 2023; base salary increased to $275,000 on January 1, 2025; target bonus is 35% of base salary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amazon.com, Inc. | Corporate Counsel | 2021–2022 | Supported legal needs for e-commerce operations |
| Convoy, Inc. | Corporate Counsel | 2022–2023 | Led legal support for truck brokerage technology platform |
External Roles
No public company directorships or external board roles disclosed for Becker in the proxy .
Fixed Compensation
| Component | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Base Salary ($) | $250,000 | $275,000 | 10% increase effective Jan 1, 2025 |
| Target Bonus (% of Base) | 35% | 35% | Under STIP (paid quarterly) |
| Perquisites | — | $1,000/month car allowance | Standard benefits; 3 weeks vacation; 401(k) eligible |
| All Other Compensation (FY 2025) | — | $18,096 total | 401(k) match $6,096 ; Auto allowance $12,000 |
Performance Compensation
Short-Term Incentive Program (STIP) – FY 2025
- Mechanics: Quarterly cash bonus pool equals 5% of quarterly adjusted EBITDA; NEO participation expressed as % of base salary; 20% holdback until remediation of revenue recognition material weakness .
- Becker Target: 35% of base salary ; Individual goals considered .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Adjusted EBITDA (quarterly) | Company pool at 5% | 35% of base salary | $9.5M, $12.0M, $9.4M, $7.9M (Q1–Q4) | See payouts below | Quarterly; 20% holdback |
| Quarter | Bonus ($) |
|---|---|
| Q1 | $19,801 |
| Q2 | $22,391 |
| Q3 | $15,965 |
| Q4 | $10,848 |
| Total | $69,005 |
Long-Term Incentive Program (LTIP) – FY 2025 Awards
- Structure: 19% RSUs (3-year cliff vest) based on company and individual goals; 81% PSUs tied to three-year performance (combination of individual goals and appreciation in notional value per fully diluted share for period ending June 30, 2027) .
- RSU Performance Weighting: 90% company adjusted EBITDA vs budget; 10% individual goals .
- Becker RSU Performance Factor: 76% .
| Award Type | Grant Date | Metric Weighting | Units (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| RSU | 09/10/2024 | 90% company / 10% individual | 6,672 | $42,768 | 3-year cliff (vests 09/10/2027) |
| PSU | 11/15/2024 | 3-year performance | 40,501 | $285,532 | Based on three-year goals (to FY 2027) |
| PSU | 02/06/2024 | 3-year performance | 41,322 | Market value $251,238 at 06/30/2025 | Based on three-year goals (to FY 2027) |
Historical PSU outcomes: PSUs granted to NEOs in FY 2022 and 2023 did not vest due to performance shortfalls (no payouts for periods ending June 30, 2024 and 2025) .
Outstanding Equity Awards and Vesting (as of 06/30/2025)
| Type | Units (#) | Value ($) | Notes |
|---|---|---|---|
| RSU (2023 grant) | 6,672 | $40,566 | Granted 09/11/2023; vests 09/11/2026 |
| PSU (2024 grant) | 41,322 | $251,238 | Granted 02/06/2024; vest upon performance |
| PSU (2024 grant) | 40,501 | $246,246 | Granted 11/15/2024; vest upon performance |
Option awards: None disclosed for Becker (no options exercisable/unexercisable) .
Vesting realization FY 2025: No RSU or option vesting reported for Becker (—) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | “—” (less than 1% of class) as of 09/23/2025 |
| Ownership Guidelines | 1× base salary for NEOs; Becker in compliance under 5-year window; Actual multiple shown as 0× |
| Retention | Must retain 100% of net shares until guideline met |
| Hedging & Pledging | Prohibited without Board approval; anti-hedging in options/derivatives |
| Upcoming Vesting | RSU cliff vest 09/11/2026; RSU cliff vest 09/10/2027; PSUs contingent to FY 2027 performance |
Insider transactions: Form 4 filed September 16, 2025 (period Sept 12, 2025) reporting acquisition of 15,141 RSUs; no sales disclosed; 10b5‑1 plan not indicated .
Employment Terms
| Term | Becker |
|---|---|
| Start Date | Employment agreement effective 11/13/2023; SVP & General Counsel since Dec 2023 |
| Base Salary | $250,000 at hire; increased to $275,000 effective 01/01/2025 |
| Target Bonus | 35% of base salary (STIP) |
| Perquisites | $1,000/month car allowance; life/disability insurance; 401(k) participation; 3 weeks vacation |
| Restrictive Covenants | Standard non-solicit/non-compete; confidentiality; work-made-for-hire |
| Severance (outside CoC) | Six months base salary + six months fringe benefits; continuation of medical benefits and car allowance |
| Severance (CoC + double trigger) | 12 months base salary + 12 months fringe benefits; equity vesting deemed accelerated by 12 months |
| Equity Acceleration | RSUs fully accelerate upon termination without cause/for good reason in CoC; PSUs accelerate at higher of target or actual; pro‑rata acceleration for death/disability after 1 year |
| Clawback Policy | Robust clawback covering cash and equity on restatement |
| Anti‑Hedging/Pledging | Hedging, short sales, pledging prohibited (unless Board-approved) |
Potential payments table (assuming termination at 06/30/2025):
- Termination without cause / Good Reason (outside CoC): Severance $137,500; Other benefits $17,794; RSU acceleration $—; PSU acceleration $— .
- Termination without cause / Good Reason (in CoC): Severance $275,000; Other benefits $35,588; RSU acceleration $40,566; PSU acceleration $497,484 .
- Death/Disability: Severance $137,500; Other benefits $17,794; RSU acceleration $—; PSU acceleration $83,746 .
Performance & Track Record (Company context)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($) | 1,085,486,000 | 802,470,000 | 902,696,000 |
| EBITDA ($) | 50,175,000 | 26,943,000 | 36,946,000* |
- Values retrieved from S&P Global.
Say‑on‑Pay: Approximately 95% of votes cast at the 2024 meeting supported say‑on‑pay .
Compensation peer group: Updated May 2025 includes ATSG, Allegiant, ArcBest, Blackbaud, Covenant, CSG, EXL, Forward Air, Genco, Heartland, Hub Group, Manhattan Associates, Marten, P.A.M., Pangaea, Pegasystems, Saia, Universal Logistics, Werner; company notes target opportunities below 50th percentile, no explicit percentile target .
Investment Implications
- Pay-for-performance alignment with high variable mix: Becker’s incentives are tied to adjusted EBITDA (STIP) and three-year performance (PSUs), with RSUs also contingent on company/individual goals and three-year cliff vesting, promoting retention and long-term focus .
- Execution bar is high: NEO PSUs from FY 2022 and 2023 did not vest, indicating stringent performance hurdles; limits dilution and signals discipline but may lower realized pay if targets remain tough .
- Insider selling pressure appears limited: Upcoming vesting dates (RSUs in 2026 and 2027; PSUs FY 2027) and 100% net share retention requirement until ownership guideline met reduce near-term selling pressure; hedging/pledging prohibitions further mitigate alignment risks .
- Retention risk moderated by double-trigger severance: In a change-of-control, Becker’s 12 months salary/benefits and equity acceleration (PSUs at higher of target or actual) provide continuity incentives without excessive cash multiples .
- Governance considerations: The 20% STIP holdback tied to revenue recognition material weakness highlights control risk (now remediated), but strong 2024 say‑on‑pay support (~95%) suggests investor confidence in pay design .