Michael Gould
About Michael Gould
Michael Gould, 61, has served as an independent director of Radiant Logistics since July 2016. He is a seasoned technology executive and most recently served as CEO of Zonar Systems, where in 2024 he led the separation from Continental AG and facilitated a sale to a strategic buyer backed by private equity; prior roles include SVP, Oracle Consulting for North America (Oracle), and earlier leadership roles at HP (VP/GM, 2008–2015), Oracle, BearingPoint, and BEA. He holds a BS in Mechanical Engineering from Texas A&M University and an MBA from Santa Clara University; he is classified as independent by the Board. As of September 23, 2025, his board tenure is shown as 9 years.
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Zonar Systems (subsidiary of Continental AG) | Chief Executive Officer | Most recent; in 2024 led separation from Continental and sale to strategic buyer (PE-backed) | Led corporate separation and sale process |
| Oracle Corporation | SVP, Oracle Consulting (North America) | Not disclosed | Led Oracle’s captive consulting capability to realize value from Oracle cloud solutions |
| Hewlett-Packard (HP) | Vice President and General Manager, Americas Technology Services Consulting | 2008–2015 | Led HP’s captive consulting team implementing/optimizing HP technologies |
| BearingPoint; BEA | Various roles | Not disclosed | Management/technology leadership roles (details not disclosed) |
External Roles
| Company/Institution | Role | Public Company Board? | Notes |
|---|---|---|---|
| — | — | None disclosed | Proxy “Other Public Boards” indicates none for Gould |
Board Governance
- Independence: Independent director; Board comprised of three independent directors out of four.
- Committee structure: Single standing committee (Audit and Executive Oversight Committee, “AEOC”) consolidating audit, compensation, and nominating/governance functions. Members: Richard P. Palmieri (Chair), Michael Gould, Kristin E. Toth.
- Oversight roles: Gould is responsible for oversight of the Compensation Committee functions within the AEOC; Palmieri oversees Audit functions; Toth oversees Nominating & Governance functions.
- Attendance: Board held 7 formal meetings in FY2025; Gould’s Board meeting attendance rate was 100%. AEOC held 7 formal meetings in FY2025.
- Leadership: CEO serves as Chair; Lead Independent Director (Palmieri) enhances independent oversight and presides over executive sessions.
Fixed Compensation
| Component | FY2025 Program Detail | Source |
|---|---|---|
| Annual Board Retainer (cash) | $45,000 (increased from $3,000/mo to $3,750/mo effective Jan 1, 2025) | |
| AEOC Chair Premium (cash) | $14,000 | |
| Compensation Committee Function Premium (cash) | $14,000 | |
| Nominating & Governance Function Premium (cash) | $14,000 | |
| Lead Independent Director Premium (cash) | $25,000 | |
| Reimbursement | Reasonable out-of-pocket expenses for Board/committee meeting attendance |
| Michael Gould – FY2025 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | 54,500 |
| Stock awards (grant date fair value) | 37,936 (5,381 RSUs) |
| All other compensation | — (none) |
| Total | 92,436 |
Performance Compensation
| Award | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Performance Link |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Nov 15, 2024 | 5,381 | $37,936 | Cliff vest in full on 3-year anniversary of grant | Size based on annual cash compensation and Company performance relative to budgeted adjusted EBITDA |
- Program design: Non-employee directors are eligible for annual RSU awards; for FY2024 awards (granted FY2025), RSU sizing tied to annual cash comp and performance vs. budgeted adjusted EBITDA; three-year cliff vesting aligns with long-term value creation.
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards (outside RLGT) | None disclosed for Gould (proxy “Other Public Boards” shows “—”) |
| Prior public company boards | Not disclosed |
| Potential interlocks with competitors/suppliers/customers | Not disclosed |
Expertise & Qualifications
- Technology and e-commerce domain expertise; industry experience; CEO/senior operator background (Board skills matrix marks for Gould).
- Education: BS Mechanical Engineering (Texas A&M University); MBA (Santa Clara University).
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 799,918 shares (1.7% of outstanding) as of record date Sep 23, 2025 |
| Included within beneficial ownership (within 60 days) | 10,369 RSUs issuable; 100,000 options exercisable |
| Shares outstanding reference | 47,233,388 shares used for percent-of-class calculation |
| Director ownership guideline | 2x annual cash retainer; all directors in compliance (5-year window to comply) |
| Hedging/pledging | Hedging and short sales prohibited; pledging/margin accounts prohibited without Board pre-approval |
| Pledging disclosed | None disclosed specific to Gould |
Governance Assessment
- Positive indicators
- Independent director with strong technology and operating background relevant to logistics tech; Board skills matrix highlights Technology & E‑commerce and Industry experience for Gould.
- High engagement: 100% Board meeting attendance in FY2025; Board and AEOC met 7 times each, indicating active oversight cadence.
- Clear oversight role: Gould leads Compensation Committee functions within the AEOC, supporting pay-for-performance governance and use of an external consultant historically to benchmark programs.
- Ownership alignment: Meaningful beneficial ownership (1.7%); director stock ownership guidelines in place and met; hedging/pledging restrictions enhance alignment.
- Shareholder support: Strong 2025 election outcome for Gould (For: 35,967,756; Against: 357,769; Abstain: 26,192); say‑on‑pay support was 34,773,560 For vs. 658,203 Against, with 919,954 Abstain; 2024 say‑on‑pay approval was approximately 95%.
- Potential watch items
- Consolidated AEOC (audit, compensation, nom/gov) reflects small-board efficiency but concentrates oversight in one committee; mitigants include independence of all AEOC members and named oversight leads (Audit: Palmieri; Comp: Gould; Nom/Gov: Toth).
- Combined CEO/Chair structure; mitigated by a designated Lead Independent Director who presides over executive sessions and sets agendas with the Chair.
- Related-party arrangements exist at the company level (RLP with the CEO); no Gould-specific related-party transactions disclosed.
Board Voting Signals (context)
| Meeting | Item | Result |
|---|---|---|
| Annual Meeting Nov 13, 2025 | Director election – Michael Gould | For 35,967,756; Against 357,769; Abstain 26,192; Broker non‑votes 5,281,703 |
| Annual Meeting Nov 13, 2025 | Say‑on‑Pay (advisory) | For 34,773,560; Against 658,203; Abstain 919,954; Broker non‑votes 5,281,703 |
| Annual Meeting Nov 15, 2024 | Director election – Michael Gould | For 31,942,359; Against 6,980,274; Abstain 19,691; Broker non‑votes 4,692,139 |
| Annual Meeting Nov 15, 2024 | Say‑on‑Pay (advisory) | ≈95% approval (disclosed in 2025 proxy summary) |
Related-Party and Conflicts Review
- Policy: AEOC must review and approve any Item 404 related-party transactions; quarterly reviews performed.
- Disclosures: RLP arrangement involves the CEO and company; the proxy does not disclose any Gould-specific related-party transactions.
- AEOC interlocks: None of the AEOC members (including Gould) had relationships requiring Item 404 disclosure or served as officers/employees of Radiant or its subsidiaries.
Director Compensation Structure Analysis (FY2025)
- Cash vs. equity mix: Cash retainer increased effective Jan 1, 2025; equity in the form of time‑vested RSUs with 3‑year cliff vesting; RSU sizing incorporates company performance vs. budgeted adjusted EBITDA, reinforcing alignment.
- Consultant independence: Meridian Compensation Partners supported program design historically; no services provided in FY2025.
- No perquisites for directors; no meeting fees disclosed; structure is straightforward and below market median per the 2020 review (context for program evolution).
RED FLAGS: None identified specific to Gould (no related-party transactions, no hedging/pledging disclosed). Contextual governance considerations include a combined CEO/Chair and a consolidated AEOC; both mitigated by a Lead Independent Director, full AEOC independence, explicit oversight assignments, and robust policies (majority vote/resignation policy, stock ownership guidelines, anti‑hedging/pledging).