How are abstentions and brokernon-votes treated?

For the purpose of determining whether our Stockholders have approved a proposal, abstentions and brokernon-votes will not be treated as votes cast for or against the proposal, and will therefore have no effect on the outcome of that proposal.

What vote is required to approve each proposal?

The following table describes the voting requirement for each proposal:

What is the effect of an advisory vote?

As an advisory vote, Proposal 3 is not binding on our Board or Compensation Committee and the final decision on the matter covered by such proposal remains with them. However, we value the opinion of our Stockholders on the important issues covered by such proposals. Approximately 96% of the total votes cast on the proposal for the advisory vote to approve the compensation of our named executive officers at our 20172019 Annual Meeting of Stockholders were voted for such proposal. Our Compensation Committee appreciated this level of support for its compensation philosophy and will consider the results of the advisory vote on named executive officer compensation (Proposal 3) when making future executive compensation decisions.

Can I change my vote after I have voted?

You may revoke your proxy and change your vote at any time before your vote is due, which deadline includes the final vote at the virtual Annual Meeting if you have the right to vote in person.at the virtual Annual Meeting. You may vote again on a later date on the Internet or by telephone (only your latest Internet or telephone proxy submitted prior to the applicable deadline will be counted), by signing and returning a new proxy card or voting instruction form with a later date, or by attendingvoting at the virtual Annual Meeting and voting in person if you have the right to vote in person.Meeting. Mere attendance at the virtual Annual Meeting will not automatically revoke your proxy unless you vote in person at the virtual Annual Meeting or if you specifically request in writing that your prior proxy be revoked.

Is my vote confidential?

We will handle proxy instructions, ballots and voting tabulations that identify individual Stockholders in a manner that protects your voting privacy. Your vote will not be disclosed within or outside our Company, except:

Occasionally, Stockholders provide written comments on their proxy cards. These may be forwarded to management and/or our Board.

5

How will my proxy be voted?

Securities represented by a properly executed proxy (in paper form, by Internet or by telephone) that is received in a timely manner, and not subsequently revoked, will be voted at the Annual Meeting or any adjournment or postponement thereof in the manner directed on the proxy. James L. WelchDarren D. Hawkins and James A. FryJamie G. Pierson are named as proxies in the proxy form and have been designated by the Board as the directors’ proxies to represent you and vote your Securities at the Annual Meeting. All Securities represented by a properly executed proxy on which no choice is specified will be voted:

STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2019 ANNUAL MEETINGStockholder Proposals and Director Nominations for 2020 Annual Meeting

Stockholder Proposals

For inclusion in the proxy materials to be distributed for the 20192021 Annual Meeting pursuant to Rule14a-8 under the Securities Exchange Act of 1934, as amended (Exchange Act), a stockholder proposal must be submitted in writing and received by our Secretary on or before November 19, 2018.December 7, 2020.

The Company’s Amended and Restated Bylaws (as amended) (Bylaws) further provide that a stockholder proposal of other business that is not submitted for inclusion in the Company’s proxy materials, but that a stockholderStockholder instead wishes to present directly at the 20192021 Annual Meeting, must be submitted by notice in writing and received by the Company’s Secretary not fewer than 60 days nor more than 90 days prior to the date of the 20192021 Annual Meeting, as provided in our Bylaws. If, however, we give fewer than 70 days’ notice or prior public disclosure of the date of the 20192021 Annual Meeting, then, to be timely, we must receive notice of the Stockholderstockholder proposal by the 10th day following the day we provide notice of, or publicly disclose, the date of the 20192021 Annual Meeting.

Director Nominations

The Company’s Bylaws provide that stockholdersStockholders who wish to nominate qualified candidates for election to our Board must be submitted by notice in writing and received by the Company’s Secretary not fewer than 14 days nor more than 50 days prior to the date of the 20192021 Annual Meeting, as provided in our Bylaws. If, however, we give fewer than 21 days’ notice or prior public disclosure of the date of the 20192021 Annual Meeting, then, to be timely, we must receive notice of the Stockholderstockholder proposal by the seventh day following the day we provide notice of, or publicly disclose, the date of the 20192021 Annual Meeting. Each such notice must provide the following information about each nominee:

SECURITY OWNERSHIP OF MANAGEMENT AND DIRECTORSManagement and Directors

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of March 5, 201823, 2020 by (i) each of our named executive officers (as defined by Item 402(a)(3) of Regulation S-K) (S-K)(NEOsNEOs), (ii) each of our directors and (iii) all of our executive officers and directors as a group. None of our NEOs, executive officers or directors beneficially own any Series A Preferred Stock. Beneficial ownership is determined in accordance with the rules of the SEC.

All of our NEOs, executive officers and directors have sole voting and dispositive power with respect to the shares of Common Stock reported below. None of the shares reported below are pledged as security or have been placed in a margin account by any executive officer or director.

The address of each beneficial owner listed in the table below is YRC Worldwide Inc., 10990 Roe Avenue, Overland Park, Kansas 66211.

PROPOSAL

10

Proposal 1:  Election of Directors

PROPOSAL TO ELECT DIRECTORSThe size of the Board is currently seven directors.

Directors to be Elected by our Stockholders

At the Annual Meeting, our Stockholders will elect eightfive directors to hold office until the 20192021 Annual Meeting and until their successors are elected and qualified or until their earlier death, incapacity, resignation or removal. Each director has served continuously since the date of his or her appointment. All nominees have consented to being named in this proxy statement and to serve if elected.

If any nominee should be unable or unwilling to stand for election as a director, it is intended that the Securities represented by proxies will be voted for the election of a substitute nominated by the Board.

THE BOARD RECOMMENDS YOU VOTE FOR ALL DIRECTOR NOMINEESThe Board Recommends You Vote For All Director Nominees

Required Vote

Our Bylaws provide that for a director nominee to be elected, he or she must receive the approval of a pluralitymajority of the votes cast by Stockholders present in person (by means of remote communication) or represented by proxy voting together as a single class, atmeaning that the Annual Meeting.number of votes cast by Stockholders FOR his or her election must exceed the number of votes cast AGAINST his or her election.

Votes to withhold and brokernon-votes will not be treated as votes cast for or against Proposal 1, and will therefore have no effect on the outcome of Proposal 1.

The term of office of each Series A Director ends on the earlier of (i) the date on which no shares of Series A Preferred Stock are outstanding or the Series A Preferred Stock is subject to redemption pursuant to the certificate of designations; (ii) the death, disability, incapacity, retirement, resignation, disqualification or removal of a Series A Director by the holder of the Series A Preferred Stock; or (iii) the selection and qualification of a successor Series A Director.

Corporate Governance Structure and Function

Our Amended and Restated Certificate of Incorporation provides that our Board will consist initially of nine persons, with the precise number of directors, other than those who may be elected by the holders of one or more series of Preferred Stock voting

13

separately by class or series (including the Series A Preferred Stock), fixed from time to time exclusively pursuant to a resolution adopted by the majority of the whole board.Board. Our Board currently consists of tenseven persons. EightFive of our directors are elected annually at each Annual Meeting by our Stockholders voting together as a single class. Two Series A Directors are selected by the IBT, as the holder of our Series A Preferred Stock. So long as the Series A Preferred Stock remains outstanding, the IBT will also be able to appoint one of its selected directors to each of the Audit & Ethics, Compensation Governance and FinanceGovernance Committees of the Board, provided that such director satisfies certain independence requirements set forth in our Bylaws.

We have a flexible governance structure in which our Board, assisted by its committees, directs our Company’s affairs.

Directors are encouraged to have direct dialogue with our management and internal auditors and may request attendance by management and internal and external auditors at Board and committee meetings.

We provide directors with tablet computers and an electronic portal through which they may review our corporate governance documents, compensation plans, Company policies, Board and committee minutes, continuing education materials, and reports and presentations prepared by management, internal and external auditors and other advisors in advance of each meeting. Directors are encouraged to review these materials prior to the meeting. We also use the portal to communicate with directors and solicit their opinions.

Our Legal Department makes continuing education opportunities available for directors to assist them in maintaining currency with legal and governance developments and trends.

The principal responsibility of our directors is to execute their fiduciary duties to promote the interests of our Stockholders and the long-term value of our Company. Directors may also consider the interests of other stakeholders, including lenders, customers, suppliers, employees, unions and the communities in which we operate.

Directors generally may rely without independent verification on recommendations, advice and information provided by management and outside experts on matters within their areas of expertise and competence, but are encouraged to independently challenge their assumptions and recommendations where appropriate.

Primary Responsibilities of the Board

As described in our Guidelines on Corporate Governance, our Board’s primary functions are:

Executive Sessions of Independent Directors

Our independent directors meet in regularly-scheduled executive sessions, with at least two executive sessions per year. Board committee members also regularly meet in executive sessions among themselves and with selected members of management and our internal and external auditors. The purpose of these executive sessions is to facilitate candid discussion about important matters affecting our Company.

Board and Committee Self-Assessment

To promote continuous improvement in our corporate governance processes, our Board and committees, led by our Governance Committee, conduct an annual self-assessment of their effectiveness. The results are tabulated and analyzed by the Governance Committee and used to identify and implement improvements in our governance processes.

Board Committees

In December 2019, the Board eliminated the Finance, Labor and Business Strategy committees. The responsibilities for these committees were re-centralized with the whole Board. Current committee memberships are as follows:

15

The ChairmanChair of each committee handles the function of lead director for committee matters, serves as spokesperson for the committee, and provides recommendations and guidance to our Board, Board Chairman and management.

Each committee may retain its own legal and other advisors and conduct independent inquiries and investigations at our expense into matters under its oversight. Each committee has the sole right to appoint and direct its own advisors, each of whom is accountable and reports directly to the committee.

Audit & Ethics Committee

Our Audit & Ethics Committee met sixeight times during 2017.2019.

The Audit & Ethics Committee was established in accordance with Exchange Act Section 3(a)(58)(A). Our Board has affirmatively determined that all members of the Audit & Ethics Committee are independent directors, as defined by NASDAQ Listing Rule 5605 and our Director Independence Standards. The Board has also affirmatively determined that all members of the Audit & Ethics Committee meet the enhanced independence standards prescribed by NASDAQ Listing Rule 5605(c)(2)(A) and Exchange Act Rule10A-3(b)(1). Our Board has additionally determined that all members of the Audit & Ethics Committee areaudit committee financial experts, as defined in Item 407(d)(5) of RegulationS-K, and meet the financial sophistication requirement in NASDAQ Listing Rule 5605(c)(2)(A). The Audit & Ethics Committee’s functions are described in its charter, which is available on theBoard Committee Charters and Code of Business Conduct page of our website atwww.yrcw.com.

As described in its charter, the Audit & Ethics Committee’s responsibilities include:

The Compensation Committee has primary responsibility for determining our compensation programs for executive officers and directors. In evaluating the level of executive officer and director compensation, the Compensation Committee takes into consideration advice from its independent consultant and recommendations from senior management. The Compensation Committee has sole authority to engage and compensate a compensation consultant and determine its independence from management. The compensation consultant is accountable and reports directly to the Compensation Committee. See 2017 2019 Director Compensation and Compensation Discussion and Analysis for additional information about the determination of director and NEO compensation for 2017.2019.

Compensation Committee Interaction with Compensation Consultants

Since 2013, and for most compensation decisions made in 2019, the Compensation Committee has engaged Pearl Meyer & Partners (Pearl Meyer), an executive compensation consulting firm, to assist with its review of the compensation programs for our executive officers and with the compensation disclosures in our proxy statement. In selecting Pearl Meyer, the Compensation Committee considered and assessed all factors specified under NASDAQ Listing Rules with respect to advisor independence and determined that Pearl Meyer is an independent advisor. As an independent advisor, Pearl Meyer reports to and is directed by the Compensation Committee, and provides no other services to the Company. Furthermore, based on our review, we are not aware of any conflict of interest that has been raised by the work performed by Pearl Meyer.

Governance Committee

Our Governance Committee met fourfive times during 2017.2019.

Our Board has affirmatively determined that all members of the Governance Committee are independent directors, as defined by NASDAQ Listing Rule 5605 and our Director Independence Standards. The Governance Committee’s functions are described in its charter, which is available on theBoard Committee Charters and Code of Business Conduct page of our website at www.yrcw.com. www.yrcw.com.

As described in its charter, the Governance Committee’s responsibilities include:

Management’s processes for identifying, assessing and managing material risk exposures are described in its strategic plan, which is updated by management and reviewed by the Board on an annual and periodic basis.

The Board has delegated specific risk oversight responsibilities to its standing committees as follows:

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Patricia M. Nazemetz (Chairman)(Chair), Douglas A. Carty,William R. Davidson and Matthew A. Doheny and Michael J. Kneeland.Doheny. Currently and at all times during 2017,2019, none of our executive officers served on the compensation committee or as a director of another entity where an executive officer of that entity also served on our Compensation Committee or the Board. None of the individuals serving as members of the Compensation Committee are now or were previously an officer or employee of the Company.

Description of Compensation Components

Base Salary

Base salary for our NEOs considers their experience, level of responsibility, peer group comparisons, and internal pay equity considerations among executive officers.

2017 AnnualMr. O’Connor was appointed chief operating officer in June 2019, and assumed increased responsibilities, including now overseeing all labor relations matters and acting as the senior officer in charge of subsidiaries YRC Freight, New Penn, Holland and Reddaway, among other key duties. To reflect his more senior position and additional responsibility at the Company, Mr. O’Connor received an increase in his base salary from $585,000 to $625,000, effective June 3, 2019. No other NEO received an increase in their base salary during 2019.

Short-Term Incentive Plan (2017 AIP)Compensation

The purpose of our 2017 AIP was to motivate and reward executives for short-term improvements in Adjusted EBITDA, revenue and other measures that contribute to steady increases in stockholder value. Revenue was added as a performance metric under the 2017 AIP to better align with the performance metrics of the Company’s industry peers. The Compensation Committee established 2017 performance targets that it believed would be challengingdetermined not to achieve based oninclude a short-term incentive compensation program for our NEOs in 2019. The Compensation Committee determined the business forecast information thatprimary goal for 2019 executive compensation was available to reward an increase in long-term shareholder value, long-term profitability and stability. As a result, the Compensation Committee determined that our NEOs’ incentive compensation for 2019 should be composed entirely of long-term incentive compensation in early 2017.

Each incentive poolthe form of the 2017 AIP would be funded onlyperformance awards that pay out upon achievement of thepre-determined applicable threshold level of Adjusted EBITDA, measured at the Company level (Consolidated) and at YRC Freight and Regional Transportation operating levels (collectively,Plan Levels), as applicable for each pool. In 2017, if we achieved the threshold level of Adjusted EBITDA and the threshold level of revenue for each of the Plan Levels, the overall incentive pool would have been $0, and if we achieved target level of Adjusted EBITDA and target level of revenue for each of the Plan Levels, the overall incentive pool would have been $7.9 million. If we achieved the maximum level of Adjusted EBITDA and the maximum level of revenue for each of the Plan Levels, the overall incentive pool would have been $15.8 million. The overall potential incentive pool would be determined onachieving a linear basis between threshold and maximum, weighing Adjusted EBITDA at 75% and revenue at 25%.stretch stock price performance goal.

The followingCompensation Committee decisions with regard to not including a short-term incentive compensation program for our NEOs in 2019 and with regard to amounts to be awarded to our NEOs in 2019 under the long-term incentive compensation program were made in February 2019. To the threshold, target and maximum Adjusted EBITDA and revenue funding levels for 2017, the actual Adjusted EBITDA and actual revenue levels achieved, and the associated funding earned for the year:

Once the funding level of each pool is determined, the amount of incentives paid is further evaluated based upon the following supplemental measures: unlevered free cash flow and safety, measured at the Consolidated, YRC Freight, or Regional Transportation operating level, as applicable.

In February 2018,extent that the Compensation Committee assessed our 2017 performance againstdecides to include a short-term incentive compensation program in future years, thepre-determined performance targets. For 2017, we achieved Adjusted EBITDA below Compensation Committee expects to reduce the threshold levels at all operating levels, and, therefore, we did not achieve the performance necessary for funding the consolidatedvalue of long-term incentive pool under the 2017 AIP.awards accordingly.

20172019 Long-Term Incentive Plan (2017(2019 LTIP)

Our 20172019 LTIP uses equity incentive awards to motivate greater longer termlong-term performance and to provide retention incentives for our key employees. EquityThe 2019 equity incentive awards also serve to align executive and stockholder interests and create retention incentives for key employees.by conditioning vesting upon the Stock Price Condition. In 2019, we granted our NEOs, other than Mr. Pierson, shares of performance-based restricted stock, which are subject to the Stock Price Condition, as discussed below (2019 Performance Awards).

Our 20172019 LTIP equity incentive awards, apart from the award consistedgranted to Mr. Pierson in connection with his appointment to CFO, consist solely of grants of the 2019 Performance Awards. The 2019 Performance Awards are subject to performance vesting based on a grantmarket condition that on or before December 31, 2020, the volume-weighted average trading price of time-based restrictedour Common Stock over any 30-day period is equal to or greater than $11.75 per share, also referred to herein as the Stock Price Condition. The NEO must be employed by the Company or an affiliate of the Company at the time of vesting to be entitled to the underlying shares of Common Stock. The Compensation Committee chose the $11.75 stock price as a stretch performance goal, with the $11.75 stock price representing an approximately 73% premium above the closing stock price on February 11, 2019, which is the date the Compensation Committee established the Stock Price Condition.

Our 2019 LTIP equity incentive awards were awarded in the following amounts (expressed as a percentage of base salary): Mr. Welch, 150%;Hawkins, 325%, and Messrs. Hall, Hawkins and MoshierO’Connor, Ringgenberg, Ware and Ms. Fisher, 50%200%.  SeeExecutive Compensation—Summary Compensation Table for additional information regardingAwards were made pursuant to both the 2017 grants. TheYRC Worldwide Inc. Amended and Restated 2011 Incentive and Equity Award Plan (2011 Plan) and the YRC Worldwide Inc. 2019 Incentive and Equity Award Plan (2019 Plan).  Restricted stock awards under the 2011 Plan vest immediately upon satisfying the Stock Price Condition. Restricted stock awards under the 2019 Plan, apart from (i) awards to Mr. Hawkins and (ii) the award to Mr. Pierson in connection with his appointment as CFO, vest 33.3% of such restricted shares will cliffstock award immediately upon satisfying the Stock Price Condition and the remaining 66.7% of such earned restricted stock award upon the one-year anniversary of satisfying the Stock Price Condition, if such employee remains employed by the Company or one of its affiliates at the time of such vesting.  In the case of Mr. Hawkins, restricted stock awards under the 2019 Plan vest 100% of such restricted stock award on February 14, 2020. For 2017, performance stock unitsthe one-year anniversary of satisfying the Stock Price Condition.  As the 2019 LTIP awards were not part of our executive compensation program. The portion ofnon-performance related equity compensation remains atmade one-third from the 2011 Plan and two-thirds from the 2019 Plan, apart from Mr. Hawkins, in the aggregate, 50% of salary (or 150%the 2019 LTIP award would fully vest upon satisfying the Stock Price Condition and the remaining 50% of the 2019 LTIP award would fully vest on the one-year anniversary of satisfying the Stock Price Condition assuming the recipient remains employed by the Company or one of its affiliates at the time of such vesting.  In the case of Mr. Hawkins, his 2019 LTIP award was made one-half from the 2011 Plan and one-half from the 2019 Plan, and 50% of his 2019 LTIP award would fully vest upon satisfying the Stock Price Condition and the remaining 50% of the 2019 LTIP award would fully vest on the one-year anniversary of satisfying the Stock Price Condition, provided he remains employed by the Company or one of its affiliates at the time of such vesting.

In connection with Mr. O’Connor’s appointment as chief operating officer in June 2019 and his participation in the 2019 Plan, Mr. O’Connor was granted 26,563 shares of performance-based restricted stock on June 3, 2019 under the 2019 Plan (which award was subject to Stockholder approval, which was received on June 5, 2019) of which one-third will vest upon satisfying the Stock Price

28

Condition. The remaining two-thirds of the performance-based restricted stock will vest 12 months after the Stock Price Condition is achieved, provided he remains employed by the Company or one of its affiliates at the time of such vesting. This award was made to reflect Mr. O’Connor’s more senior position and increased responsibility, as described under Compensation Discussion and Analysis — Description of Compensation Components — Base Salary.

In connection with Mr. Pierson’s appointment as CFO in December 2019, he received a one-time restricted stock grant of 162,338 shares of time-based restricted Common Stock under the 2019 Plan.  The award vests in two equal installments, with one-half having vested immediately upon grant and one-half to vest on the first anniversary of the grant date.  The award was made as incentive compensation to attract Mr. Pierson to the Company in light of contributions that will be required from our CFO to implement the Company’s business strategy to achieve long-term profitability and stability.

As of the Record Date, we do not anticipate that the Stock Price Condition will be satisfied on or before December 31, 2020, as required for Mr. Welch), whereas equityany of the 2019 Performance Awards to satisfy its performance condition.  As of the Record Date, the fair value of the 2019 Performance Awards calculated in accordance with FASB ASC Topic 718 was awarded at approximately double that amount in 2016 when equity compensation was comprised of both time-vested awards and performance awards.zero.

Benefit Plans

All NEOs are eligible to participate in our health and welfare plans, including those providing medical, pharmacy, dental, vision, life insurance, and accidental death and dismemberment benefits, on the same basis as our othernon-union employees. Our NEOs pay the same price for their elected benefits as othernon-union employees. Pursuant to Mr. Welch’s severance agreement, we pay the premiums for his medical and dental coverage under our health and welfare plans, and he is provided with a $500,000 term life insurance policy.

Our NEOs may participate in our defined contribution 401(k) plan, atax-qualified retirement savings plan. The Internal Revenue Code of 1986, as amended (Tax Code), limits the contributions NEOs and other highly-compensated employees can make to the 401(k) plan. Between JanuaryThrough November 1, 2017 and June 30, 2017,2019, we made nondiscretionary matching cash contributions equal to 50% of participant contributions up to a maximum employer contribution of 2% of a participant’s eligible salary or wages. As of July 1, 2017, we make nondiscretionary matching cash contributions equal to 50% of participant contributions, up to a maximum employer contribution of 3% of a participant’s eligible salary or wages. On November 1, 2019, the Company suspended the matching cash contributions for all non-union employees.

We sponsor two qualified defined benefit pension plans for employees of our Company and certain participating subsidiaries who commencedbegan employment prior towith us before January 1, 2004. We froze benefit accruals under these plans on July 1, 2008. Messrs. Welch andMr. Hawkins participateparticipates in the Yellow Corporation Pension Plan, and Mr. MoshierO’Connor participates in the Roadway LLC Pension Plan, based upon their service prior to that date. See Executive Compensation—Pension Benefits for a discussion of these qualified pension plans.

Severance Policy and OtherTermination-of-Employment Benefits

In February 2015, the Compensation Committee adopted a new severance policy (Severance Policy) to establish post-termination compensation to corporate and operating company executives. The Severance Policy provides that to be eligible for any post-termination compensation, the employee must first execute a separation agreement containing appropriate confidentiality and other provisions. The terms of these agreements may vary in the Compensation Committee’s discretion. Executive officers who are not party to a severance agreement will be entitled to a severance ofamount equal to 18 months’ salary, and vice presidents and above will be entitled to six months’ salary and directors will be entitled to three months’ salary, payable in regular installments over the specified period. Severance is payable under the Severance Policy only upon involuntary termination without cause.Change-in-control relatedCause (as defined in the Severance Policy). Change in control-related severance amounts are paid in a lump sum.

The period during which the executive receives post-termination compensation, or theInactive Employment Period, begins 60 days following termination. During this period, the terminated executive may elect to receive COBRA continuation coverage at the rate payable by other terminatednon-union employees through the end of the Inactive Employment Period or until the terminated executive becomes entitled to other employer-provided health plan coverage, howeverbut the Company does not reimburse such coverage. The terminated executive’s other benefits (pension, 401(k), disability, incentive compensation, etc.) cease on the termination date.

Recipients of equity incentive awards may be entitled to accelerated or prorated vesting of those awards under certain circumstances. Beginning with equity awards granted in 2015, unvestedUnvested equity awards will not vest upon a Change of Control (as defined in the applicable award agreement) unless there is a termination without Cause (as defined in the applicable award agreement) or a resignation for Good Reason (as defined in the applicable award agreement) within 12 months of the Change of Control. SeeExecutive Compensation—Potential Payments upon Termination or Change of Control—Equity Award Agreements.

At December 31, 2017,2019, the Severance Policy and othertermination-of-employment termination of employment benefits were applicable to Ms. FisherMessrs. O’Connor, Pierson, Ringgenberg and Messrs. Hall, Hawkins and Moshier,Ware, but not Mr. WelchHawkins, who was party to a severance agreement. SeeExecutive Compensation—Potential Payments upon Termination or Change of Control—WelchHawkins Severance Agreement.

29

Compensation Decisions for 20182020

In establishing the 20182020 executive compensation program, the Compensation Committee continueddetermined to return to the market-based programs that were established in 2015 with some limited modifications that are designedand were applied to reward executive performance in promoting retention, implementing longer-term strategies and achieving operational goals.compensation from 2015 through 2018.

Compensation components will include (i) base salary, (ii) annual cash incentive compensation as short-term incentive compensation and (iii) equity-based compensation as long-term incentive compensation.

The 20182020 Annual Incentive Plan (20182020 AIP) iswill be funded on the basis of Adjusted EBITDA performance, as in prior years. Also, likewas the 2017 AIP, thecase from 2015 through 2018. The payout thereunder iswill be based on Adjusted EBITDA performance weighted at 75% and 2018 revenue performance50%, with the remaining 50% weighted at 25% relative topre-determined goals as established by the Compensation Committee. It will be funded in approximately the same amounts as the 2017 AIP.

The 20182020 Long-Term Incentive Plan (20182020 LTIP) will consist entirely of time-based restricted stock awarded under our Amended2019 Plan, which restricted stock vested one-quarter immediately and Restated 2011 Incentivewill vest ratably thereafter on each of the first, second and Equity Award Plan (Amended 2011 Plan), which vests ratably over three years.

The following sets forththird anniversaries of the 2018 incentive compensation structure for our NEOs at target:grant date.

The Compensation Committee believes that (1) the 2018 NEO compensation structure is market competitive, (2) the pay mix emphasizes variable compensation over fixed compensation, (3) the variable pay will serve to link pay with performance and align executive and stockholder interests and (4) the program will allow the Company to continue attracting and retaining management talent.

Executive Stock Ownership Policy

In February 2018, we implemented a new executive stock ownership policy that requires certainall executive officers to own the number of shares of our Common Stock equal to the fixed number of shares owned at the time the policy was adopted or at the time the new executive is added to the policy. All executive officers are subject to the executive stock ownership policy. The required salary multiple for each such executive is 1.5, except for our CEO, whose required salary multiple is 3.0. Each executive must comply with the executive stock ownership policy by the later of the fifth anniversary of its adoption or on the date the individual is promoted or hired as an executive officer. Prior to the fifth anniversary, the executive officer may only sell to the extent he or she holds at least 50% of his or her total holding requirement after giving effect to the sale. The total holding requirement includes both vested and unvested common shares. The minimum share ownership guidelines are intended in part to ensure that executive officers have a financial stake in the Company that is aligned with that of our Stockholders.

The previous executive stock ownership guidelines required certain officers to own the number of shares of our Common Stock equal to the lesser of (a) a market value equal to a specified multiple of base salary and (b) the fixed number of shares owned at the time the guidelines were adopted or at the time a new executive was promoted or hired as an executive officer. In addition, the required salary multiple for each such executive was 3.0, except for our CEO, whose required salary multiple was 6.0. Prior to the implementation of the new executive stock ownership policy described above, all executive officers were subject to the previous executive stock ownership guidelines.

Incentive Compensation Recovery Policy

In December 2007, the Compensation Committee adopted an executive compensation recovery policy that allows the Compensation Committee, in its sole discretion, to recover from executive officers any annual and long-term incentive compensation that is based upon financial statements required to be restated as a result of errors, omissions, or fraud, regardless of whether an executive officer causes the restatement. The incentive compensation subject to recovery is that which exceeds the compensation that would otherwise have been granted based upon the restated financial results, but only to the extent of unvested or deferred equity awards. The Compensation Committee will consider the impact of taxes previously paid or withheld when determining whether, and to what extent, to recover incentive compensation.

Section 10D of the Exchange Act, enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires public companies to recover, on ano-fault basis, incentive compensation amounts based upon financial results that are required to be restated due to material noncompliance with financial reporting requirements, and directs the SEC to adopt rules providing for such recoveries. The SEC has yet to adopt its Section 10D rules. Mr. Welch’s severance agreement with the Company provides that equity incentive awards made thereunder would be subject to clawback under Section 10D upon adoption of the SEC’s Section 10D rules. The Compensation Committee intends to update its clawback policy accordingly when the new rules are adopted.

Limitations on Deductibility of Executive Compensation

Prior to the Tax Cuts and Jobs Act (Tax Reform) that was signed into law on December 22, 2017, Section 162(m) of the Tax Code limitsplaced a $1 million limit on the Company’s ability toamount of compensation the Company could deduct certainin any one year for compensation in excess of $1 million paid to our CEO and to certain of our other NEOs. ForNEOs unless the compensation qualified as “performance-based compensation.” The Tax Reform, which took effect for tax years beginning December 31, 2017, retained the $1 million deduction limit, but repealed the “performance-based compensation” exception. The Tax Reform also expanded the definition of “covered employees” under Section 162(m) to include the CFO and any executive who is subject to the limitation in tax years beginning after 2016. As a result, for tax years beginning after December 31, 2017, compensation this limitation doespaid to our NEOs in excess of $1 million will not applybe deductible unless it qualifies for transition relief applicable to certain binding written performance-based compensation agreements in effect on November 2, 2017 that qualifies under applicable regulations as “performance-based.” Theare not materially modified thereafter. No assurance can be given that any future compensation will qualify for the transition relief. While the Compensation Committee considers Section 162(m) whenwill continue to consider the deductibility of compensation as one factor in determining executive compensation, the committee will also continue to look at other factors in making compensationits decisions, but reserves its discretionas noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the compensation is not deductible when necessary to achieve other compensation objectives.by us for tax purposes.

Restrictions on Pledging Common Stock Awards and Abusive Trading PracticesPractices; Anti-Hedging Policy

Our Securities Trading and Disclosure Policy prohibits our directors and officers from placing their Common Stock in a margin account with a broker or pledging their Common Stock as collateral to secure a debt. The policy also prohibits abusive trading practices involving our Common Stock, such as short-sales or hedging against market risk. Specifically, executive officers, directors and certain other designated persons as outlined in our policy are prohibited from engaging in hedging or monetization transactions

30

related to Company or Company subsidiary securities, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds.  Based upon information submitted by our directors and executive officers, we do not believe any Common Stock held by them has been placed in a margin account or pledged as security for a loan.

Compensation Risk Assessment

Our Compensation Committee has reviewed our compensation policies and practices, including incentive programs, to ensure they do not encourage unreasonable or excessive risk-taking. Based upon this review, we believe our compensation policies and practices are not reasonably likely to expose us to unreasonable or excessive risk that could have a material adverse effect on us. We believe our practice of providing a significant portion of compensation in the form of long-term equity compensation and using multiple performance measures in our incentive plans serve to balance risk and reward. We also maintain a prohibition on hedging and an incentive compensation recovery policy to mitigate undue risk associated with compensation.

COMPENSATION COMMITTEE REPORT

31

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis contained in this proxy statement and, based upon such review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in our Annual Report on Form10-K for the year ended December 31, 2017.2019.

Matthew A. Doheny

EXECUTIVE COMPENSATION

32

Executive Compensation

The tables below provide information on our NEO compensation in 2017, 20162019, 2018 and 2015,2017, as applicable.

Summary Compensation Table

The number of shares of time-vesting Common Stock and performanceperformance-based restricted stock units awarded to each of our NEOs and the grant date fair value as determined in accordance with FASB ASC Topic 718 and the closing price of our Common Stock on the grant date are as follows:

2019 Grants

2018 Grants

2017 Grants

For 2017, performance stock units were not part of our executive compensation program.