Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
|
Upcoming Retirement
On December 11,
2017, James L. Welch, Chief Executive Officer of YRC Worldwide Inc. (the Company), notified the Board of Directors of that he intends to retire on July 31, 2018.
New President and Chief Operating Officer of the Company
Effective December 12, 2017, Darren D. Hawkins, age 48, was appointed President and Chief Operating Officer of the Company and will assume
his new position on January 1, 2018. He will report directly to James L. Welch. Mr. Hawkins has more than 28 years of experience in the national LTL industry, including over 24 years with the Company. Mr. Hawkins has served
in various positions with the Company, most recently as President of YRC Inc. (YRC Freight), an operating subsidiary of the Company. Prior to holding this position, Mr. Hawkins served as Senior Vice President of Sales and Marketing
for YRC Freight, and before that as Director of Operations (December 2011January 2013) and Director of Sales (January 2009December 2011) for Con-Way Freight, a subsidiary of Con-Way, Inc. (currently XPO Logistics, Inc.). The Board of
Directors currently intends to name Mr. Hawkins as Chief Executive Officer of the Company upon Mr. Welchs retirement.
Mr. Hawkins will receive a salary increase to $625,000 per year in connection with his promotion. Mr. Hawkins will continue to
participate in the 2017 executive compensation program as disclosed in the proxy statement for the Companys 2017 annual stockholder meeting (the 2017 Executive Compensation Program). Compensation components will include
(i) base salary, (ii) annual short-term incentive compensation, with target payout at 150% of base salary, based on 2017 YRC Freight revenue and Adjusted EBITDA performance (each performance goal as established by the Compensation
Committee of the Board of Directors), and (iii) equity-based compensation as long-term incentive compensation at 50% of base salary. Commencing in 2018, Mr. Hawkins will participate in the yet-to-be-developed 2018 executive compensation
program (the 2018 Executive Compensation Program) and it is anticipated that any performance measures will be tied to Company performance.
New President of YRC Freight
Effective
December 12, 2017, Thomas J. OConnor III, age 57, was appointed President of YRC Freight and will assume his new position on January 1, 2018. Mr. OConnor has served as President of USF Reddaway Inc. (Reddaway),
an operating subsidiary of the Company, since January 2007. Before that time, Mr. OConnor served as President of USF Bestway Inc., a subsidiary of the Company (20052007), and as Vice PresidentWestern Division (19992005),
District Manager (19951999) and various management positions of increasing responsibility (19821995) of Roadway Express, Inc., an operating subsidiary of the Company.
Mr. OConnor will receive a salary increase to $585,000 per year in connection with his promotion. Mr. OConnor will
continue to participate in the 2017 Executive Compensation Program. Compensation components will include (i) base salary, (ii) annual short-term incentive compensation, with target payout at 150% of base salary, based on 2017 regional
transportation segment revenue and Adjusted EBITDA performance (each performance goal as established by the Compensation Committee of the Board of Directors), and (iii) equity-based compensation as long-term incentive compensation at 50% of
base salary. Commencing in 2018, Mr. OConnor will participate in the yet-to-be-developed 2018 Executive Compensation Program and it is anticipated that any performance measures will be tied to YRC Freight performance.
New President of Reddaway
Effective
December 12, 2017, Loren R. Bob Stone, age 56, was appointed President of Reddaway and will assume his new position on January 1, 2018. Most recently, Mr. Stone served as Vice President of Operations for Reddaway since
January 2004.