INDIANAPOLIS, July 13, 2017 /PRNewswire/ -- Celadon Group,
Inc. ("Celadon" or the "Company") (NYSE: CGI) today announced the
appointment of Paul C. Svindland as
Chief Executive Officer ("CEO"), effective on or about July
24. Mr. Svindland, who was unanimously appointed by the
Company's Board of Directors (the "Board"), succeeds Paul Will, who will retire as CEO and Chairman
of the Board ("Chairman"). Mr. Svindland will also serve as a
member of the Board. Mr. Will will serve as a consultant to
the Company through July 2018.
Management Changes
Mr. Svindland will officially join
Celadon after transitioning from his prior employer. Mr.
Svindland currently serves as Chairman and Chief Executive Officer
of Farren International Holdings, Inc., a private equity backed
holding company for multiple trucking companies, since its merger
with EZE Trucking Holdings, Inc. in July
2016. Prior to the merger, Mr. Svindland served as Chief
Executive Officer of EZE Trucking Holdings, Inc. since April 2014. Prior to joining EZE, he served as
Executive Vice President and Chief Operating Officer at Pacer
International, a leading intermodal and logistics provider that was
publicly traded prior to being acquired by XPO Logistics, Inc.
Prior to Pacer International, Mr. Svindland was a Managing Director
of AlixPartners LLP, a global business-advisory firm, where he
co-led the global transportation and logistics practice, working
with carriers and shippers, to improve their overall operational
and financial performance. He joined AlixPartners in October 2006 as a Director and was promoted to
Managing Director in December 2009.
From 2000 to October 2006, he worked
for ICG Commerce (now a part of Accenture), a leading sourcing,
procurement, and logistics outsourcing company where he led the
firm's global logistics practice. Mr. Svindland's experience also
includes several years in management roles with Maersk Inc., the
world's largest steamship line. Mr. Svindland serves on the Boards
of Suntecktts, HwyTribe and The Salzberg Program at The Whitman
School of Management, Syracuse
University. Mr. Svindland earned a Bachelor of Science
degree from Syracuse University School
of Management and an MBA from The Wharton School of Business,
University of Pennsylvania.
The Company also announced that Michael
Miller, the lead independent director of the Board and
Chairman of the Compensation Committee, will replace Mr. Will as
Chairman. Mr. Miller has been a director of the Company since
February 1992 and, in addition to
chairing the Compensation Committee, has served as a member of the
Audit Committee and the Nominating and Corporate Governance
Committee. Mr. Miller is expected to serve as Chairman during
a search process for additional independent directors, including a
new Board Chair.
With regard to the CEO change, Mr. Miller stated, "On behalf of
the entire organization, I would like to thank Paul Will for his service and dedication to
Celadon over the past 24 years. Paul has been an invaluable
team member at Celadon, and the Company has seen many significant
achievements under his leadership during the past four and a half
years. Paul and the rest of the Board have been working
collaboratively on succession planning for more than a year, and
this change reflects our mutual determination that we have found
the right person to provide new leadership. We appreciate
Paul's cooperation and enthusiasm throughout this process, and his
steadfast resolve in helping to transition leadership during this
critical time."
Mr. Miller continued, "We believe Mr. Svindland is an excellent
addition to our Company, especially in light of his extensive
experience in helping drive operational and financial improvements
at transportation companies. We believe his experience,
energy, and perspective will help guide Celadon toward achieving
our strategic initiatives and enhancing stockholder value.
Given his background and the insight he has already offered, we
fully expect Mr. Svindland to hit the ground running. As the
newly appointed independent Chairman, I also look forward to
working with Mr. Svindland and the rest of the Board in setting the
forward agenda for the Company."
Mr. Will stated, "I have thoroughly enjoyed my career at
Celadon, and it has been an honor to work alongside and serve our
employees, professional drivers, and stockholders. For this
reason, I felt it was important for me to work with my fellow Board
members to allow an effective transition of duties and the
appointment of the right leader to take Celadon into its next
chapter. I firmly believe that Mr. Svindland is the right
person for this role."
Mr. Svindland said, "I have spent most of my career helping
transportation companies realize their true potential. With
its large asset base, broad international network, niche
businesses, and dedicated associates, I believe Celadon has
tremendous untapped opportunity. I look forward to working
closely with Jon Russell,
Doug Schmidt, the rest of the
management team, and our strong corps of employees and professional
drivers to capitalize on this opportunity. I would not have
accepted this position if I did not truly believe that I would have
a meaningful impact on the Company's trajectory and help enhance
value for all stakeholders."
Inducement Award
The Company also announced the grant
of certain equity awards to Mr. Svindland in connection with his
appointment as CEO, which will become effective upon the
commencement of his employment. The equity awards were
approved by the Board's Compensation Committee in reliance on the
employment inducement exception to shareholder approval provided
under New York Stock Exchange Listing Rule 303A.08, which requires
public announcement of inducement awards. The terms of the
equity awards are as follows:
- 200,000 shares of restricted stock, which are fully vested but
subject to a two-year holding period.
- 200,000 shares of restricted stock, which are fully vested but
subject to a holding period that will lapse upon the earliest to
occur of (i) the second anniversary of the grant date, (ii) the
termination of Mr. Svindland by the Company without "Cause" (as
defined in his employment agreement), and (iii) Mr. Svindland
terminating his employment for "Good Reason" (as defined in his
employment agreement) within 12 months following a "Change in
Control" (as defined in his employment agreement).
- 100,000 shares of time vesting restricted stock, which will
vest in equal quarterly installments beginning on the second
anniversary of the grant date, with all shares fully vesting on the
fourth anniversary of the grant date.
- 100,000 shares of performance vesting restricted stock, which
will vest upon the first to occur of the following: (i) a sale of
the Company at a price per share in excess of the price per share
on the date of issuance of the award, (ii) a consolidated operating
ratio for any fiscal year equal to or lower than 95%, and (iii) the
closing price of the Company's common stock is $8.00 or greater for twenty consecutive trading
days. Unvested shares will expire and be forfeited upon the
earlier of (x) termination of employment and (y) five years after
the date of issuance.
- Non-qualified stock options covering 200,000 shares, 70,000 of
which have an exercise price equal to the closing trading price on
the date of the grant, 70,000 of which have an exercise price equal
to the closing trading price on the date of the grant plus
one dollar, and 60,000 of which have
an exercise price equal to the closing trading price on the date of
the grant plus two dollars. The
options vest in one-third installments on each of the second,
third, and fourth anniversaries of the grant date.
- If Mr. Svindland's employment is terminated by the Company
without Cause or by Mr. Svindland for Good Reason, and such
termination occurs within six months prior to, or within twelve
months following, a Change in Control, all unvested equity awards
will automatically vest.
The other terms and conditions of the awards are generally
consistent with those in the Company's 2006 Omnibus Incentive Plan,
as amended.
About Celadon
Celadon Group, Inc.
(www.celadongroup.com), through its subsidiaries, provides long
haul, regional, local, dedicated, intermodal, temperature-protect,
flatbed, and expedited freight service across the United States, Canada, and Mexico. The Company also owns Celadon
Logistics Services, which provides freight brokerage services,
freight management, as well as supply chain management solutions,
including logistics, warehousing, and distribution.
This press release contains certain statements that may be
considered forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended and Section 21E of
the Securities Exchange Act of 1934, as amended and such statements
are subject to the safe harbor created by those sections and the
Private Securities Litigation Reform Act of 1995, as amended. Such
statements may be identified by their use of terms or phrases,
including "expects," "expected," "will," "would be," "intends,"
"believes," and similar terms and phrases. Forward-looking
statements are based upon the current beliefs and expectations of
our management and are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified,
which could cause future events and actual results to differ
materially from those set forth in, contemplated by, or underlying
the forward-looking statements. In this press release,
statements relating to future achievement of strategic initiatives,
future enhancements of stockholder and other stakeholder value,
future opportunities for the Company, and future impacts on the
Company's trajectory, among others, are forward-looking
statements. Actual results may differ from those set
forth in the forward-looking statements. Readers should
review and consider factors that could impact results as provided
in various disclosures by the Company in its press releases,
stockholder reports, and filings with the Securities and Exchange
Commission.
For more
information:
Joe
Weigel
Director of Communications
(317) 972-7006 Direct
jweigel@celadongroup.com
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SOURCE Celadon Group, Inc.