RADIANT LOGISTICS, INC Stock Compensation Disclosure
NOTE 14 – SHARE-BASED COMPENSATION
The Radiant Logistics, Inc. 2021 Omnibus Incentive Plan (the “2021 plan”) permits the Company’s Audit and Executive Committee to grant share-based awards to eligible employees, non-employee directors, and consultants of the Company. The 2021 plan became effective immediately upon approval by the Company’s stockholders and will expire on November 16, 2031, unless terminated earlier by the Board. The 2021 plan replaced the 2012 Radiant Logistics, Inc. Stock Option and Performance Award Plan (the “2012 plan”). The remaining shares available for grant under the 2012 plan will roll over into the 2021 plan, and no new awards will be granted under the 2012 plan. The terms of the 2012 plan, as applicable, will continue to govern awards outstanding under the 2012 plan, until exercised, expired, paid or otherwise terminated or canceled. Other than the 2021 plan, there are no other equity compensation plans under which equity awards can be granted. As of June 30, 2025, there are 2,347,057 shares available for grant under the 2021 Plan.
Restricted Stock Units
The Company recognized share-based compensation benefit related to restricted stock units of $890 and share-based compensation expense of $2,540 for the fiscal years ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the Company had approximately $2,294 of total unrecognized share-based compensation cost for restricted stock units expected to be recognized over a weighted average period of approximately 1.92 years.
The following table summarizes restricted stock unit activity:
|
Number of |
|
|
Weighted Average |
|
||
Unvested balance as of June 30, 2024 |
|
1,553,127 |
|
|
$ |
6.63 |
|
Vested |
|
(226,461 |
) |
|
|
6.60 |
|
Granted |
|
529,598 |
|
|
|
6.85 |
|
Forfeited |
|
(388,207 |
) |
|
|
7.05 |
|
|
|
|
|
|
|
||
Unvested balance as of June 30, 2025 |
|
1,468,057 |
|
|
$ |
6.60 |
|
The table above includes 892,578 and 870,252 PSUs with performance-based conditions as of June 30, 2025 and 2024, respectively. These awards will vest upon achievement of pre-established individual and Company performance goals as measured after a three-year period.
Stock Options
Stock options are granted at exercise prices equal to the fair value of the common stock at the date of the grant and have a term of ten years. Generally, grants under each plan vest 20% annually over a five-year period from the date of grant. The Company recognized share-based compensation expense related to stock options of $71 for each of the fiscal years ended June 30, 2025 and 2024. The aggregate intrinsic value of options exercised was $1,165 and $491, respectively, for the fiscal years ended June 30, 2025 and 2024. As of June 30, 2025, the Company had approximately $66 of total unrecognized share-based compensation cost for stock options expected to be recognized over a weighted average period of approximately 0.93 years.
The following table summarizes stock option activity:
|
Number of |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate |
|
||||
Outstanding as of June 30, 2024 |
|
733,093 |
|
|
$ |
4.63 |
|
|
|
1.73 |
|
|
$ |
963 |
|
Exercised |
|
(448,093 |
) |
|
|
4.47 |
|
|
|
— |
|
|
|
1,166 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Outstanding as of June 30, 2025 |
|
285,000 |
|
|
$ |
4.89 |
|
|
2.54 |
|
|
$ |
476 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Exercisable as of June 30, 2025 |
|
265,000 |
|
|
$ |
4.70 |
|
|
|
2.29 |
|
|
$ |
476 |
|
The following table summarizes outstanding and exercisable options by exercise price range as of June 30, 2025:
|
|
Outstanding Options |
|
|
Exercisable Options |
|
||||||||||||||||||||||||||
Exercise Prices |
|
Number of |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate |
|
|
Number of |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate |
|
||||||||
$3.00 − $3.99 |
|
|
160,000 |
|
|
$ |
3.39 |
|
|
|
0.78 |
|
|
$ |
431 |
|
|
|
160,000 |
|
|
$ |
3.39 |
|
|
|
0.78 |
|
|
$ |
431 |
|
$4.00 − $4.99 |
|
|
25,000 |
|
|
|
4.28 |
|
|
|
0.25 |
|
|
|
45 |
|
|
|
25,000 |
|
|
|
4.28 |
|
|
|
0.25 |
|
|
|
45 |
|
$7.00 − $7.99 |
|
|
100,000 |
|
|
|
7.45 |
|
|
|
5.93 |
|
|
|
— |
|
|
|
80,000 |
|
|
|
7.45 |
|
|
|
5.93 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
285,000 |
|
|
$ |
4.89 |
|
|
|
2.54 |
|
|
$ |
476 |
|
|
$ |
265,000 |
|
|
$ |
4.70 |
|
|
|
2.29 |
|
|
$ |
476 |
|
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Sep 15, 2025 | Showing above |
| 2024 | Sep 12, 2024 | |
| 2023 | Sep 13, 2023 | |
| 2022 | Feb 27, 2023 | |
| 2021 | Sep 20, 2021 | |
| 2020 | Sep 28, 2020 | |
| 2019 | Sep 12, 2019 | |
| 2018 | Sep 13, 2018 | |
| 2017 | Sep 12, 2017 | |
| 2016 | Sep 13, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.