Todd E. Macomber
About Todd E. Macomber
Todd E. Macomber, age 61, is Senior Vice President and Chief Financial Officer of Radiant Logistics (RLGT). He has served as CFO since March 2011, after prior roles as SVP & Chief Accounting Officer (from August 2010) and Vice President & Corporate Controller (from December 2007). He previously served as SVP & CFO of Biotrace International, Inc., and holds a BA in Business Administration (Accounting) from Seattle University . Company performance in FY2025: revenues $902.7 million and adjusted EBITDA $38.8 million; net income was $17.3 million, with adjusted net income $30.9 million . In Q1 FY2026, RLGT reported revenues of $226.7 million, adjusted EBITDA of $6.8 million (13.7% on an adjusted basis excluding a one-time bad debt) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Radiant Logistics | CFO (Senior VP & CFO) | Since Mar-2011 | Executive finance leadership; investor communications; signed 8‑K; led remediation of revenue recognition material weakness completed FY2025 |
| Radiant Logistics | SVP & Chief Accounting Officer | From Aug-2010 | Oversight of accounting and controls |
| Radiant Logistics | VP & Corporate Controller | From Dec-2007 | Corporate controllership and financial reporting |
| Biotrace International, Inc. (subsidiary of Biotrace PLC) | SVP & CFO | Not disclosed | Prior CFO experience; industrial microbiology sector |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current external directorships disclosed in proxy |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Base Salary (earned) | $263,558 | Annual base increased to $275,000 effective Jan 1, 2025 |
| Target Bonus % (STIP) | 35% of base salary | Unchanged vs FY2024 |
| Perquisites | $12,000 automobile allowance; $11,664 company 401(k) match | Standard benefits; car allowance noted in employment agreement |
| All Other Compensation (total) | $23,664 | Sum of match + auto allowance; no commissions/severance for Macomber |
Performance Compensation
Short-Term Incentive (STIP) – Quarterly Cash Bonuses (FY2025)
- Plan design: 5% of quarterly adjusted EBITDA allocated to a profit pool; individual awards based on target % of base salary and individual goals, with a 20% holdback until material weakness remediation (completed June 30, 2025; paid in FY2026) .
| Quarter | Adjusted EBITDA ($mm) | Bonus ($) |
|---|---|---|
| 1Q FY2025 | 9.5 | $19,801 |
| 2Q FY2025 | 12.0 | $22,391 |
| 3Q FY2025 | 9.4 | $15,965 |
| 4Q FY2025 | 7.9 | $11,451 |
| Total | — | $69,608 (20% held back; paid FY2026) |
Long-Term Incentive (LTIP) – RSUs and PSUs (FY2025 grants)
- Mix: 19% RSUs (time-vested 3-year cliff); 81% PSUs (three-year performance; individual goals midpoint + appreciation in notional value per fully diluted share through FY2027) .
- RSU/PSU awards (grant dates and fair values):
| Award Type | Grant Date | Units (#) | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU | 09-10-2024 | 10,471 | $67,119 | 3-year cliff; vests 09-10-2027 |
| PSU | 11-15-2024 | 40,501 | $285,532 | 3-year performance; FY2025–FY2027 |
- Prior PSU outcomes: FY2022 and FY2023 PSU awards did not achieve performance goals; no vesting/payout (reinforces pay-for-performance discipline) .
LTIP Performance Determination (RSU for FY2025 grants, based on FY2024 results)
| Metric | Weighting | Target (FY2024 adj. EBITDA, $mm) | Actual (FY2024 adj. EBITDA, $mm) | Payout Factor | Vesting |
|---|---|---|---|---|---|
| Company Adjusted EBITDA | 90% | 42.64 | 31.16 (as restated) | 73% (company factor) | RSUs vest 3-year cliff |
| Individual Goals | 10% | Not disclosed | Not disclosed | 96% (Macomber individual factor) | RSUs vest 3-year cliff |
| Total Performance Factor | 100% | — | — | 75% (Macomber) | — |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (shares) | 169,749 shares; less than 1% of outstanding |
| Ownership Guidelines | Required ≥1x base salary; Macomber in compliance at ~5x base salary |
| Unvested Equity (as of 06-30-2025) | RSUs: 17,245; 11,331; 10,471 units; PSUs: 39,002; 40,501 units; market values shown below |
| Market Value of Unvested Equity (06-30-2025, $6.08/share) | RSUs: $104,850; $68,892; $63,664; PSUs: $237,132; $246,246 |
| Options Outstanding | None shown as of 06-30-2025 for Macomber |
| Hedging/Pledging | Prohibited without Board approval; short sales and derivatives prohibited |
Employment Terms
| Provision | Terms (Macomber) |
|---|---|
| Employment Agreement | Effective May 14, 2012; initial base $200,000; target bonus 35%; $1,000/month car allowance; benefits; three weeks vacation; base raised to $275,000 effective Jan 1, 2025 |
| Severance (no change-of-control) | Six months base salary; continuation of medical benefits and car allowance |
| Change-of-Control (double trigger; within 9 months) | Twelve months base salary; benefits continuation; vesting acceleration adds 12 months service to unvested equity |
| Potential Payments (illustrative as of 06-30-2025) | Termination without cause/good reason (outside CoC): $137,500 severance; $15,275 benefits . In connection with CoC: $275,000 severance; $30,550 benefits; RSU acceleration $237,406; PSU acceleration $716,862 . Death/Disability: $137,500 severance; RSU $92,864; PSU $391,572; benefits $15,275 . |
| Non-Compete/Non-Solicit/Confidentiality | Standard restrictions (non-solicitation, non-competition, work-made-for-hire, confidentiality) |
| Clawback | Mandatory clawback for restatements and egregious conduct; complies with SEC/NYSE rules; strengthened Oct 2, 2023 |
| Tax Gross-ups | No excise tax gross-ups for NEOs; CEO’s legacy agreement excepted |
Performance & Track Record
- Governance and controls: Company completed remediation of a material weakness in revenue recognition controls by June 30, 2025, concluding internal control over financial reporting was effective (material to CFO stewardship) .
- Investor communications: Macomber signed and furnished Q1 FY2026 earnings press release and acts as investor contact, underscoring capital markets engagement .
- Company performance (FY2025): revenues $902.7 million; adjusted EBITDA $38.8 million; net income $17.3 million; adjusted net income $30.9 million . Q1 FY2026 adjusted EBITDA $6.8 million (13.7% normalized margin excluding one-time bad debt) indicates progress amid freight environment volatility .
- Say-on-pay: ~95% approval at 2024 Annual Meeting, supporting compensation framework .
Compensation Structure Analysis
- Cash vs equity mix: FY2025 total compensation $709,481, with salary $263,558, STIP $69,608, stock awards $352,651, and modest perquisites—meaningful at-risk pay via RSUs/PSUs .
- Shift to PSUs: LTIP includes 81% PSUs to emphasize long-term performance; prior PSU cycles (FY2022/FY2023 grants) did not vest—evidence of performance gating strength .
- Ownership alignment: Executive stock ownership guidelines enforced; Macomber meets 1x salary requirement (≈5x); hedging/pledging prohibited; 100% net share retention until guidelines met .
- Discretion and risk: STIP pool tied to adjusted EBITDA with AEOC discretion and 20% holdback pending control remediation; quarterly cadence aligns incentives without encouraging excessive risk .
- Peer benchmarking: Peer group updated in 2025; RLGT targets competitive but reasonable levels given revenue/market cap; NEO pay elements below 50th percentile .
Equity Ownership & Alignment Details
| Metric | Value |
|---|---|
| Shares Beneficially Owned | 169,749 shares; <1% of class |
| Ownership Multiple (Guideline vs Actual) | Required ≥1x; actual ≈5x base salary; compliant |
| Unvested RSUs (counts and valuation at $6.08) | 17,245 ($104,850); 11,331 ($68,892); 10,471 ($63,664) |
| Unvested PSUs (counts and valuation at $6.08) | 39,002 ($237,132); 40,501 ($246,246) |
| Pledging/Hedging | Prohibited; Board pre-approval required for any pledge; options/derivatives prohibited |
Employment Terms (Severance & CoC Economics)
| Scenario (as of 06-30-2025) | Cash Severance | Benefits | Equity Acceleration |
|---|---|---|---|
| Termination w/out cause or for good reason (outside CoC) | $137,500 | $15,275 | Not applicable for full acceleration; standard plan terms |
| Termination w/out cause or for good reason in CoC | $275,000 | $30,550 | RSUs $237,406; PSUs $716,862 (assumes target/higher-of actual) |
| Death or Disability | $137,500 | $15,275 | RSUs $92,864; PSUs $391,572 (prorated at target) |
Investment Implications
- Alignment and retention: Strong pay-for-performance evidenced by PSU non-vesting in prior cycles, three-year cliff RSUs, and enforced ownership/retention rules; risk-mitigating clawback and anti-hedging/pledging policies reduce agency conflicts .
- Near-term selling pressure: RSUs vest on three-year cliffs (e.g., 09-10-2027), limiting quarterly selling pressure; however, material unvested PSUs could convert to shares in FY2027 subject to performance, potentially adding supply if targets are met .
- Change-of-control economics: Double-trigger severance (12 months) and equity acceleration for non-CEO NEOs are modest; no tax gross-ups for NEOs—limited golden parachute risk relative to smaller-cap peers .
- Execution risk: Control remediation completed in FY2025 improves financial reporting reliability under CFO stewardship; Q1 FY2026 results show resilience but margin sensitivity to one-time credit events underscores working capital and credit risk vigilance for investors .