Richard P. Palmieri
About Richard P. Palmieri
Richard P. Palmieri, age 72, has served on RLGT’s board since March 2014 and is the Lead Independent Director and Chair of the Audit & Executive Oversight Committee (AEOC). He is a finance and logistics veteran: Managing Partner at ANR Partners since 2012; formerly President of Canon Financial Services (2007–2012) and Schneider Financial Services (2003–2006); prior investment banking leadership at Credit Suisse and Deutsche; earlier roles at Whirlpool Financial, PacifiCorp Credit and GE Capital. He holds a B.S. in Accounting from Wagner College and is designated the company’s audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ANR Partners, LLC | Managing Partner | 2012–present | Management and financial consulting leadership |
| Canon Financial Services, Inc. | President | 2007–2012 | Led captive finance subsidiary of Canon USA |
| Schneider Financial Services | President | 2003–2006 | Financial services for large private logistics company |
| Credit Suisse Group | Managing Director; Co-Head, Transportation & Logistics Investment Banking | 1998–2003 | Led sector coverage and IB execution |
| Deutsche Securities | Managing Director; Co-Head, Transportation & Logistics Investment Banking | 1993–1998 | Led sector coverage and IB execution |
| Whirlpool Financial; PacifiCorp Credit; GE Capital | Finance/Management roles | Various | Corporate finance experience |
External Roles
| Category | Organization | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed; “Other Public Boards” listed as “—” for Palmieri |
| Non-profit/academic/private boards | — | — | Not disclosed in proxy |
Board Governance
| Item | Detail |
|---|---|
| Board independence | Palmieri is independent; 3 of 4 directors are independent |
| Lead Independent Director | Designated in 2021; presides over executive sessions, liaises between independents and CEO, guides agendas/information flow |
| Committee assignments | AEOC Chair; AEOC performs audit, compensation, and nominating/governance functions |
| Audit committee financial expert | Palmieri designated financial expert under SEC rules |
| Attendance | 100% Board meeting attendance in FY2025; AEOC held 7 formal meetings in FY2025 |
| Board size/terms | 4 directors; one-year terms |
| Retirement policy | No nomination after 74th birthday; AEOC annually evaluates director performance and succession |
| Recent governance impact | AEOC worked with management to remediate a material weakness related to revenue recording in FY2025 |
Fixed Compensation
| Program Component (FY2025) | Amount ($) |
|---|---|
| Board Member Retainer | 45,000 (increased from $3,000/mo to $3,750/mo effective Jan 1, 2025) |
| AEOC Chair Premium | 14,000 |
| Compensation Committee Function Premium | 14,000 |
| Nominating & Governance Function Premium | 14,000 |
| Lead Independent Director Premium | 25,000 |
| Non-Employee Director Compensation – Cash (Palmieri) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | 75,000 | 75,000 | 79,500 |
| Notes | Program retainer $36,000 | Program retainer $36,000 | Program retainer $45,000; Jan 1, 2025 increase |
Performance Compensation
| Equity Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| RSU Shares (grant date fair value basis) | 13,249 shares; $85,589 | 10,008 shares; $60,548 | 8,072 shares; $56,908 |
| Option Awards ($) | — | — | — |
| RSU Grant Timing & Vesting | FY2022 RSUs granted May 23, 2023; 3-year cliff vest | FY2024 RSUs granted Nov 15, 2024; 3-year cliff vest | Annual RSU program continues; 3-year cliff vest |
| Equity award policy | Company does not generally grant options; if granted, not timed around MNPI; no timing of MNPI to affect compensation; restrictions don’t apply to awards without exercise price |
| Performance Metric Linkage (Directors) | Metric | Application | Vesting |
|---|---|---|---|
| RSU Sizing | Adjusted EBITDA vs budget | RSU awards based on annual cash comp and company performance relative to budgeted adjusted EBITDA | Vests in full on 3-year anniversary of grant |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | None disclosed |
| Interlocks | None disclosed with competitors/customers/suppliers |
| Related party transaction oversight | AEOC oversees related party transactions; approval required per charter |
Expertise & Qualifications
- Noted strengths: CEO/senior officer experience; finance expertise; industry experience; corporate governance .
- Designated audit committee financial expert; financially literate under NYSE American standards .
Equity Ownership
| As of Record Date | Shares Beneficially Owned | % of Class | RSUs Issuable within 60 Days | Options Exercisable within 60 Days |
|---|---|---|---|---|
| Sept 23, 2025 | 144,359 | <1% | 13,249 | — |
- Stock ownership guidelines: Non-employee directors must hold 2x annual cash retainer; five years to comply; retain 100% of net shares until target achieved; all directors and NEOs in compliance .
- Anti-hedging/pledging policy prohibits pledging Radiant securities; no short sales or derivative hedging .
Governance Assessment
- Board effectiveness: Palmieri serves as Lead Independent Director and AEOC Chair, with 100% attendance and seven AEOC meetings in FY2025—strong engagement and oversight cadence .
- Financial oversight: Designated audit committee financial expert; AEOC issued audit report and recommended inclusion of FY2025 audited financials; pre-approves auditor services—supports auditor independence .
- Control remediation: AEOC recognized for working with management to remediate a material weakness in revenue recording in FY2025—positive internal control signal .
- Pay-for-performance alignment: Director equity tied to adjusted EBITDA vs budget; three-year vesting enhances long-term alignment; no perquisites .
- Ownership alignment: Compliant with stock ownership guidelines; anti-pledging/hedging policy strengthens alignment and reduces red flags .
- Conflicts and related-party exposure: No Palmieri-specific related party transactions disclosed; AEOC reviews and approves related party transactions; company maintains RLP structure with CEO’s affiliate reviewed by independent director committee—ongoing monitoring advisable given CEO’s significant ownership and affiliate economics .
- Refreshment risk: Retirement policy at age 74 and Palmieri’s age (72) suggest approaching tenure limit; AEOC annually evaluates succession and board composition .
Director Compensation (Mix and Trend)
| Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Cash Fees ($) | 75,000 | 75,000 | 79,500 |
| Equity – RSU Fair Value ($) | 85,589 | 60,548 | 56,908 |
| Total ($) | 160,589 | 135,548 | 136,408 |
- Program changes: Board retainer increased to $45,000 in FY2025 (effective Jan 1, 2025); RSU awards continue to be sized using adjusted EBITDA performance vs budget; no option grants to Palmieri in FY2023–FY2025; policy discourages option grants tied to MNPI windows .
RED FLAGS
- Related-party structure (RLP) with CEO’s affiliate requires continued vigilant oversight; AEOC and independent director committee previously determined terms were no less favorable than market, but periodic review is prudent .
- Retirement horizon: Palmieri is within two years of retirement policy threshold (74), raising medium-term board continuity and succession considerations .