Kristin E. Toth
About Kristin E. Toth
Independent director of Radiant Logistics (RLGT) since 2021; age 50; 4 years of board tenure as of the 2025 proxy. Founder/CEO of Ulu Partners, former President & COO at Showroom Group and Fernish, with senior operating roles at Zulily, Dolly, and Amazon (inbound transportation, same-day delivery, and digital media), and earlier at Dell in technology/manufacturing for supply chain redesign. Degrees: BSE and MSE in Industrial Engineering & Operations Research (University of Michigan, Tauber Institute), MS in Civil & Environmental Engineering (MIT), MBA (MIT Sloan, Leaders for Global Operations). Board diversity: female; designated independent under NYSE American and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Showroom Group (after acquisition of Fernish) | President & COO | Not disclosed | Led scaling of furniture rental operations post-acquisition |
| Fernish | Investor, Board Member, President & COO | Not disclosed | Growth and operational leadership in consumer subscription/logistics |
| Zulily | Senior executive | Not disclosed | Helped scale business through IPO; e-commerce/supply chain expertise |
| Dolly | Senior executive | Not disclosed | On-demand last-mile delivery; acquired by IKEA/TaskRabbit |
| Amazon | Leadership in operations/retail | Not disclosed | Oversaw inbound transportation, same-day delivery, digital media |
| Dell | Technology/manufacturing leader | Not disclosed | Supported large-scale supply chain redesign |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aira Technologies | Board member | Not disclosed | Technology sector board role |
| MTRWestern | Board member | Not disclosed | Transportation services; governance oversight |
| Armoire | Board member | Not disclosed | Consumer subscription/apparel; governance oversight |
| Univ. of Michigan Center for Entrepreneurship | Board Chair | Not disclosed | Academic governance; entrepreneurship ecosystem leadership |
| Other public company boards | None | — | RLGT proxy indicates none |
Board Governance
- Committee assignments: AEOC member (consolidated Audit, Compensation, Nominating/Governance functions); responsible for oversight of Nominating & Governance, and leads ESG governance efforts.
- Independence: Independent director; Board is 75% independent (3 of 4); lead independent director (Palmieri) provides counterbalance to combined CEO/Chair.
- Attendance: 100% Board meeting attendance in FY2025; AEOC held seven formal meetings in FY2025; all directors attended ≥75% of combined Board and committee meetings.
- Years of service: Serving since 2021 (4 years at time of 2025 proxy).
- Executive sessions: Independent directors meet in executive session without management.
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Board cash retainer | $45,000 | Increased from $3,000/month to $3,750/month effective Jan 1, 2025 |
| Fees earned (cash) | $54,500 | Total cash received by Toth in FY2025 |
| Committee function premiums (program design) | $14,000 each | AEOC Chair, Compensation function, Nominating/Governance function premiums; Toth oversees Nominating/Governance |
| Lead Independent Director premium | $25,000 | Paid to Palmieri (LID), not Toth |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Linkage |
|---|---|---|---|---|---|
| Director RSUs (annual) | Nov 15, 2024 | 5,381 | $37,936 | Cliff vest at 3-year anniversary | RSU sizing based on annual cash comp and Company performance vs budgeted adjusted EBITDA |
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Public company boards | None (per RLGT board nominee table) |
| Private/academic roles | Aira Technologies, MTRWestern, Armoire boards; UM Center for Entrepreneurship Board Chair |
| Potential interlocks/conflicts | RLGT discloses no related-party transactions involving Toth; AEOC reviews/approves related-party transactions per charter |
Expertise & Qualifications
- Deep operations/supply chain, last-mile logistics, and e-commerce scaling; technology and retail leadership at Amazon, Dell, Zulily, Dolly; governance qualifications indicated in nominee skills matrix.
- Education: BSE/MSE (Industrial & Operations Engineering, UM Tauber), MS (MIT Civil & Environmental Engineering), MBA (MIT Sloan LGO).
- Board skill profile highlights technology & e-commerce, industry experience, corporate governance.
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Total beneficial ownership | 90,672 shares | <1% of outstanding shares |
| RSUs vesting within 60 days | 10,138 | RSUs issuable within 60 days of Sept 23, 2025 |
| Options exercisable | 80,000 shares | Vested options exercisable within 60 days |
| Ownership guidelines (Directors) | 2x annual cash retainer | All directors and NEOs in compliance (5-year window to comply) |
| Hedging/pledging | Prohibited without Board approval; short sales/derivatives banned | Insider Trading Policy restrictions |
| Section 16 compliance | No delinquent reports in FY2025 | Section 16(a) compliance confirmed |
Governance Assessment
- Board effectiveness: Toth’s 100% attendance and leadership of Nominating/Governance and ESG indicate strong engagement and oversight. AEOC consolidated oversight (audit, compensation, governance) can concentrate responsibilities but is composed entirely of independent directors, with Palmieri as LID providing counterbalance to CEO/Chair structure.
- Control remediation: AEOC, including Toth, oversaw remediation of revenue recognition material weakness by FY2025; Board explicitly cites AEOC members’ contributions in recommending their re-election.
- Director pay alignment: Shift to higher cash retainer in 2025 aligns with market benchmarking; equity via RSUs vests after three years and is tied to company performance against budgeted adjusted EBITDA, supporting alignment and retention.
- Shareholder sentiment: Say-on-pay support ~95% in 2024, indicating investor confidence in compensation governance.
- Conflicts/related-party: No Item 404 related-party transactions disclosed for Toth; AEOC interlocks/insider participation: none; robust clawback, anti-hedging/pledging, and no excise tax gross-ups (except CEO’s grandfathered provision) further strengthen governance posture.
RED FLAGS
- None disclosed specific to Toth: no attendance issues, no related-party transactions, no pledging/hedging; oversight role in remediation of internal control weakness is a positive signal.