UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Check the appropriate box:

Roadrunner Transportation Systems, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

                    , 2018

Dear Stockholder:

We are pleased to announce that the 2015 annual meeting2018 Annual Meeting of stockholdersStockholders of Roadrunner Transportation Systems, Inc. will be held on                     Wednesday, May 13, 2015,     , 2018 at 1:00 p.m.                      Central Time, at                     the Hilton Garden Inn, 5890 S. Howell Avenue, Milwaukee, Wisconsin 53207.

Please refer to the accompanying noticeNotice of annual meetingAnnual Meeting of Stockholders and proxy statementProxy Statement for detailed information on each of the matters to be acted upon and the annual meeting. Annual Meeting.Your vote is important. Please vote as soon as possible even if you plan to attend the annual meeting.Annual Meeting. The noticeNotice of annual meetingAnnual Meeting of Stockholders and proxy statementProxy Statement contain instructions on how you can vote your shares over the Internet, by telephone, or by mail.

Thank you for your interest in Roadrunner.

ROADRUNNER TRANSPORTATION SYSTEMS, INC.

1431 Opus Place, Suite 530

Downers Grove, Illinois 60515

PROXY STATEMENT

FOR 2018 ANNUAL MEETING OF STOCKHOLDERS

This proxy statementProxy Statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2015 annual meeting2018 Annual Meeting of stockholdersStockholders (the “Annual Meeting”), and any postponements or adjournments thereof. The annual meetingAnnual Meeting will be held on Wednesday, May 13, 2015,,     , 2018, beginning at 1:00 p.m. Central Time, at            the Hilton Garden Inn, 5890 S. Howell Avenue, Milwaukee, Wisconsin 53207.. If you need directions to the location of the meeting, please call                    (414) 481-8280.. We intend to mail this proxy statementProxy Statement and the accompanying noticeNotice of meeting,Annual Meeting of Stockholders, proxy card, and our 2014 annual report2017 Annual Report to stockholdersStockholders (the “Annual Report”), on or about April 15, 2015., 2018. For information on how to vote your shares, see the instructions included on the proxy card and under “About the Meeting - HowMeeting—If I am a stockholder of record of shares, how do I vote?” and “About the Meeting—If I am the beneficial owner of shares in street name, how do I vote?” below.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of the information contained in this proxy statement.Proxy Statement. You should read this entire proxy statementProxy Statement carefully.

In this proxy statement,Proxy Statement, our “company,” “we,” “our,” or “us” all refer to Roadrunner Transportation Systems, Inc. and its subsidiaries.

Our principal executive offices are located at 4900 S. Pennsylvania Ave., Cudahy, Wisconsin 53110,1431 Opus Place, Suite 530, Downers Grove, Illinois 60515, and our telephone number is(414) 615-1500. A list of stockholders entitled to vote at the annual meetingAnnual Meeting will be available at our offices for a period of ten days prior to the meeting and at the meeting itself for examination by any stockholder.

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting Toto Be Held on May 13, 2015., 2018. These proxy materials, which include the noticeNotice of annual meeting,Annual Meeting of Stockholders, this proxy statement,Proxy Statement, and our 2014 annual report to stockholders,the Annual Report, are available at www.proxyvote.com.

At the annual meeting,Annual Meeting, stockholders will be asked to vote on the following items of business:

If you are a beneficial owner of shares held in street name, you may vote in person at the annual meetingAnnual Meeting or by proxy on the Internet, by telephone, or by mail, by following the voting instructions you will receive from the holder of record, which is the brokerage firm, bank, broker-dealer, or other similar organizationnominee holding your shares. You must follow these voting instructions to vote your shares. If you wish to vote in person at the annual meeting,Annual Meeting, you must obtain a legal proxy from the holder of record.

In accordance with Delaware law, only votes cast “for” a matter constitute affirmative votes. A properly executed proxy marked “abstain” with respect to any matter will not be voted, although it will be counted for purposes of determining whether there is a quorum. Abstentions will have the same effect as negative votes for Proposal No. 2.

Proxies are solicited by and on behalf of our board of directors. The persons named in the proxy have been designated as proxies by our board of directors. When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the annual meetingAnnual Meeting in accordance with the instruction of the stockholder. Except as described above with respect to brokernon-votes, if no specific instructions are given, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in this proxy statementProxy Statement are properly presented at the annual meeting,Annual Meeting, the proxy holders will use their own judgment to determine how to vote your shares. If the annual meetingAnnual Meeting is adjourned, the proxy

Although we are delivering paper copies of the proxy materials this year, we would prefer tomay send proxy materials to stockholders electronically going forward. Stockholders who sign up to receive proxy materials electronically will receive ane-mail prior to next year'syear’s annual meeting with links to the proxy materials, which may give them faster delivery of the materials and will help us save printing and mailing costs and conserve natural resources. Your election to receive proxy materials bye-mail will remain in effect until you terminate your election. To receive proxy materials electronically bye-mail in the future, follow the instructions described below.

If you would like to sign up to receive proxy materials electronically in the future, please have your proxy card available and register using one of the following choices:

Stockholders of Record:If you are a stockholder of record of shares, please go to www.proxyvote.com and follow the instructions for requesting meeting materials.

Street Name Holders:If you are a beneficial owner of shares in street name, you may either go to www.proxyvote.com and follow the instructions to enroll for electronic delivery or contact your brokerage firm, bank, broker-dealer, or other nominee that holds your shares.

What does it mean if I receive more than one notice?

This means that your shares are registered differently and are held in more than one account. To ensure that all shares are voted, please either vote each account over the Internet or by telephone or sign and return by mail all proxy cards. We encourage you to register all of your shares in the same name and address by contacting the Shareholder Services Department at our transfer agent, American Stock Transfer & Trust Company, at (800)937-5449. If you hold your shares through an account with a bank or broker, you should contact your bank or broker and request consolidation of your accounts.

What is “householding” and how does it affect me?

The Securities and Exchange Commission (referred to as the SEC)(the “SEC”) has adopted rules that permit companies and intermediaries, such as brokers, to satisfy the delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single set of proxy statementmaterials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

If you and other stockholders of record with whom you share an address currently receive multiple copies of our proxy statement and annual reportmaterials and would like to participate in our householding program, please contact Broadridge Financial Solutions, Inc. by calling toll-free at (800)542-1061, or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717. Alternatively, if you participate in householding and wish to revoke your consent and receive separate copies of our proxy statement and annual report,materials, please contact Broadridge as described above. In addition, we will promptly deliver, upon the written or oral request to Broadridge at the address or telephone number above, a separate copy of our proxy statement and annual reportmaterials to a stockholder at a shared address to which a single copy of the documents was delivered.

A number of brokerage firms have instituted householding. If you hold your shares in street name, please contact your bank, broker, or other holder of record to request information about householding.

Who will count the vote?

Broadridge Financial Solutions, Inc. will act as the inspector of elections and will tabulate the votes.

Preliminary voting results will be announced at the annual meetingAnnual Meeting and final results will be published in a Current Report on Form8-K filed within four business days after the annual meeting.

Scott L. Dobak has served as a director of our company since June 2017. Mr. Dobak currently serves as the Chief Executive Officer of Dicom Transportation Group, where he has been employed since January 2014. Prior to that, Mr. Dobak served in various leadership roles with our company from January 2007 to December 2013, most recently serving as our President—Less-than-Truckload and Transportation Management Solutions. Mr. Dobak was nominated to our board of directors in connection with our entry into an Investment Agreement, dated May 1, 2017 (the “Investment Agreement”), with Elliott, and because of his proven business acumen, his executive and operational experience in the transportation industry, and his familiarity with our business.

Curtis W. Stoelting has served as our Chief Executive Officer since April 2017 and has been a director of our company since January 2016. Mr. Stoelting previously served as our principal financial officer and principal accounting officer from April 2017 until March 2018 and our President and Chief Operating Officer from January 2016 until April 2017. Prior to joining our company, Mr. Stoelting served as the Chief Executive Officer and a director of TOMY International (formerly RC2 Corporation) from January 2003 to March 2013. RC2 Corporation (NASDAQ: RCRC) was acquired by TOMY Company, Ltd. in April 2011. Mr. Stoelting previously served as RC2’s Chief Operating Officer from 2000 to 2003, Executive Vice President from 1998 to 2000 and Chief Financial Officer from 1994 to 1998. Prior to that, Mr. Stoelting was with Arthur Andersen for 12 years. Mr. Stoelting currently serves on the Board of Directors and Compensation Committee of Regal-Beloit Corporation (NYSE: RBC), a publicly traded manufacturer of commercial, industrial, and HVAC electric motors, electric generators and controls, and mechanical motion control products. Mr. Stoelting was nominated to our board of directors because of his role as our chief executive officer, which enables him to provide the board with insight based on hisday-to-day interactions with our company, and because of his operational expertise. As a management representative on our board of directors, Mr. Stoelting provides an insider’s perspective in board discussions about the business and strategic direction of our company.

William S. Urkiel has served as a director of our company since May 2010. Mr. Urkiel has been a member ofcurrently serves on the board of directors and audit committee of Crown Holdings, Inc. (NYSE: CCK), where he has been a director since December 2004. Mr. Urkiel served as a director of Suntron Corporation from August 2006 until June 2013. From May 1999 until January 2005, Mr. Urkiel served as Senior Vice President and Chief Financial Officer of IKON Office Solutions. From February 1995 until April 1999, Mr. Urkiel served as the Corporate Controller

Michael P. Ward has served as a director of our company since May 2010. Since November 2013,February 2016. Mr. Utrup has servedWard currently serves as the Chief Financial OfficerManaging Director of Crane Group.Research at Seaport Global Securities, where he has been employed since 2016. Prior to joining Crane Group,that time, Mr. Utrup served as Chief Financial Officer of Commercial Vehicle Group, Inc. (NASDAQ: CVGI) from January 2003 to November 2013 and as an Executive Vice President from January 2009 to November 2013. Mr. Utrup served as the Vice President of Finance at Trim Systems from 2000 to 2002. Prior to joining Trim Systems, Mr. Utrup served as a project management group member at Electronic Data Systems. While with Electronic Data Systems, Mr. Utrup's responsibilities included financial support and implementing cost recovery and efficiency programs at various Delphi Automotive Systems locations.

John G. Kennedy, III has served as a director of our company since December 2012. Mr. Kennedy currently servesserved as Senior Advisor and Managing Director and Head of Capital Markets at Tudor, Pickering, Holt & Co. Securities, Inc., an integrated energy investment and merchant bank, where he has been employed since January 2010.from 2010 until 2017. Mr. Kennedy also currently serves as a Manager for TMX Finance LLC. Mr. Kennedy has more than 2530 years of experience in investment banking. Mr. Kennedy served as a Managing Director of Deutsche Bank'sBank’s investment banking group and served as a Managing Director of Donaldson, Lufkin & Jenrette until its sale to Credit Suisse First Boston. Mr. Kennedy has served or currently serves as trustee or director of various private companies, foundations, andnot-for-profit institutions.

Ralph (“Cody”) W. Kittle III has served as a director of our company since October 2010.June 2017. Mr. Staley is presently retired. From 2004 through December 2007, Mr. Staley served in various capacities for YRC Worldwide, Inc. (NASDAQ: YRCW) and its subsidiaries, one of the world's largest transportation services providers, includingKittle currently serves as President and Chief Executive Officer of Roadway Group and YRC Regional Transportation.an investment professional with Elliott Management Corporation, where he has been employed since August 2014. Prior to that, Mr. StaleyKittle served for over 30 yearsas an associate at Wind Point Partners, a private equity firm based in various capacities for Roadway Express, including PresidentChicago, and Chief Operating Officer.in Investment Banking at J.P. Morgan, where he focused on mergers and acquisitions in the industrial and consumer industries. Mr. Staley currently serves as a director of Douglas Dynamics, Inc. (NYSE: PLOW), a designer, manufacturer, and seller of snow and ice control equipment for light trucks.

Our common stock is listed on the New York Stock Exchange (referred to as the NYSE)(the “NYSE”). Under the rules of the NYSE, independent directors must comprise a majority of a listed company'scompany’s board of directors.

Our board of directors has undertaken a review of its composition, the composition of its committees, and the independence of each director. Based upon all of the relevant facts and circumstances, including information requested from and provided by each director concerning his or her background, employment, and affiliations, including family relationships, our board of directors has affirmatively determined that each of Messrs. Dobak, Doerr, Kennedy, Murray, Staley, Urkiel, and UtrupWard is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing requirements and rules of the NYSE. Accordingly, a majority of our directors are independent, as required under applicable NYSE rules. Our board of directors found that none of these directors or nominees for director had a material or other disqualifying relationship with our company. In making this determination, our board of directors considered the current and prior relationships that eachnon-employee director has with our company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including eachnon-employee director's director’s beneficial ownership of our capital stock. Mr. DiBlasi is not considered an independent director as a result of his position as an executive officer of our company. Mr. RuedMessrs. Stoelting and Ms. VijumsGettle are not considered independent directors as a result of their relationshipspositions as executive officers of our company. Mr. Kittle is not considered “independent” as a result of his relationship with HCI,Elliott, which is affiliated with investment funds that hold approximately     25.7%% of our outstanding common stock and all of our outstanding preferred stock. In addition to dividend payments on the preferred stock, we paid to Elliott a daily payment from the closing of the preferred stock investment on May 2, 2017 until the repayment of the Series F preferred stock on July 21, 2017, which totaled $2.7 million.

There are no family relationships among any of our directors, director nominees, or executive officers.

Our board of directors has the authority to appoint committees to perform certain management and administration functions. Our board of directors has an audit committee, a compensation committee, and a nominating/corporate governance committee. The composition and responsibilities of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by the board of directors.

The current members of our compensation committee are Messrs. UrkielWard (chairman), Dobak, Doerr, Staley, and Staley,Urkiel, each of whom our board of directors has determined to be independent under the NYSE listing standards, including the enhanced independence for members of the compensation committee, a “non-employee“non-employee director” as defined inRule 16b-3 promulgated under the Exchange Act, and an “outside director” as that term is defined in Section 162(m) of the Internal Revenue Code of 1986, as amended (referred(the “Code”). Our compensation committee held four meetings during fiscal 2017 and four meetings during fiscal 2016.

Our compensation committee approves the compensation of our chief executive officer and our other executive officers, administers our executive benefit plans, including the granting of awards under our incentive compensation plan, and advises our board of directors on director compensation. The compensation committee has the following responsibilities, among other things, as set forth in the compensation committee’s charter:

Our nominating/corporate governance committee will consider persons recommended by stockholders for inclusion as nominees for election to our board of directors if the information required by our bylaws is submitted in writing in a timely manner addressed and delivered to our company's secretary at 4900 S. Pennsylvania Ave.Roadrunner Transportation Systems, Inc., Cudahy, Wisconsin 53110.

Interested parties may communicate with our board of directors or specific members of our board of directors, including the members of our various board committees, by submitting a letter addressed to the board of directors of Roadrunner Transportation Systems, Inc., c/o any specified individual director or directors, at 4900 S. Pennsylvania Ave., Cudahy, Wisconsin 53110.1431 Opus Place, Suite 530, Downers Grove, Illinois 60515. We will forward any such letters to the indicated directors.

We separate the roles of chief executive officer and chairman of the board in recognition of the differences between the two roles. Our chief executive officer, with guidance from the chairman of the board, develops the business strategy for our company and is responsible for theday-to-day leadership and performance of our company. The chairman of our board helps determine our company'scompany’s strategic direction and provides leadership for our board of directors. Our board of directors believes that separating these roles is in the best interests of our stockholders because it provides the appropriate balance between strategy development, flow of information between management and our board of directors, and oversight of management. By segregating the role of the chairman, we reduce any duplication of effort between the chief executive officer and the chairman. We believe this provides guidance for our board of directors, while also positioning our chief executive officer as the leader of our company in the eyes of our customers, employees, and other stakeholders. By having another director serve as chairman of our board of directors, Mr. DiBlasiStoelting is better able to focus his attention on running our company. Our board of directors believes that Mr. RuedStaley is the most appropriate individual to serve as chairman because of his experience in our industry, his deep knowledge of our business and strategy, and his experience with corporate governance matters, and his demonstrated skill and commitment to performing effectively as the chairman of our board of directors.

We believe that we have a strong corporate governance structure that ensures independent discussion and evaluation of, communication with, and access to senior management. All of our board committees are composed solely of independent directors, which provides independent oversight of management. Also, our corporate governance guidelines provide that our non-employeenon-management directors will meet in regularly scheduled executive sessions, generally in connection with regularly scheduled board meetings.

While our management is primarily responsible for managing risk, our board of directors and each of its committees plays a role in overseeing our risk management practices. The role of our board of directors in our company'scompany’s risk oversight process includes receiving reports from members of senior management on areas of material risk to our company, including operational, financial, legal and regulatory, and strategic and reputational risks. Our board of directors receives these reports from the appropriate executive within our organization to enable it to understand our risk identification, risk management, and risk mitigation strategies. This direct communication from management enables our board of directors to coordinate its risk oversight role, particularly with respect to risk interrelationships within our organization. Our board of directors believes that its leadership structure has the effect of enhancing its risk oversight function because of the chairman'schairman’s direct involvement in risk oversight matters and his strong efforts to increase open communication regarding risk issues among directors and the committees of our board of directors. Our board of directors also believes that Mr. Rued'sStaley’s knowledge of our company'scompany’s business, industry, and risks significantly contributes to our board of directors'directors’ understanding and appreciation of risk issues.

Our board of directors allocates responsibility for overseeing risk management for our company among the board and each of its committees. Specifically, the full board oversees significant risks primarily relating to operations, strategy, and finance. In addition, each of our committees considers risks within its area of responsibilities, as follows:

Curtis W. Stoelting’s biography is set forth under the heading “Proposal No. 1 - 1—Election of Directors” above.

Terence R. ArmbrusterRogers has served as our Executive Vice President and Chief Financial Officer Treasurer, and Secretary since December 2005. Mr. Armbruster served as our Vice President - Finance from December 2005 to January 2015. Mr. Armbruster held various executive positions at Dawes Transport from August 1990 to March 2005. Prior to joining Dawes Transport, Mr. Armbruster was with Ernst & Young LLP from June 1981 to July 1990, where he most recently served as Senior Manager.

Scott B. Cousins has served as our President - Transportation Management SolutionsChief Information Officer since July 2014 and previously served as our President - Freight Consolidation and Inventory Management from December 2013 to July 2014 and President - Prime Logistics from October 2011 to December 2013.January 2017. Prior to joining our company, Mr. Charlebois held various leadership positions over 17 years with FedEx Ground, Inc.Cousins served as the Chief Information Officer of KeHE from 2007 to 2017 and held Managing Director rolesNCH Marketing Services from 2005 to 2011. These roles included leading the operations of the Home Delivery Atlantic Region (six states), Southeastern Division comprised of five regions (14 states), and as a Corporate Safety Director for North America.2007. Prior to that time, Mr. Charlebois held sales leadership positions with Cardinal Health and IKON Office Solutions.Cousins served as Senior Vice President of Information Technology at IndyMac Bank from 2004 to 2005. Prior to joining IndyMac Bank, Mr. Cousins was an Associate Partner at Accenture for 14 years. On April 1, 2015,October 16, 2018, Mr. CharleboisCousins resigned as our President - Transportation Management SolutionsChief Information Officer effective April 10, 2015.

Robert M. Milane has served as our Chief Compliance Officer since April 2017 and as our General Counsel since November 2015. Mr. Milane has also served as our Executive Vice President - Less-than-Truckloadof Risk Management since November 2015. Mr. Milane served as our Vice President of Risk Management from June 2014.2014 to October 2015. Prior to joining our company, Mr. CrawfordMilane served as Managing Director for Risk Management at FedEx Ground from 1999 to 2010 and as Assistant Vice President - International Operations with FedEx Freight, Inc. During his 23-year career with FedEx, Mr. Crawford held various leadership positions, including Vice President and General Managerof Risk Management for FedEx Freight Canada and Managing Director of Regional Operations for FedEx Freight East.

Craig T. Paulson has served as our ExecutiveSenior Vice President - SalesPresident—Human Resources since June 2014.October 2017. Prior to joining our company, Mr. PetersonPaulson served as Seniorthe Director of Human Resources of Generac Corporation since June 2016. Prior to that time, Mr. Paulson served as Vice President at CRST Specialized Transportation, Inc.of Human Resources—Pump Solutions Group of Dover Corporation from 2012January 2015 to 2014.September 2015 and as Vice President of Human Resources—Waukesha Bearings Corporation of Dover Corporation from August 2011 to January 2015. Prior to CRST,joining Dover Corporation, Mr. Peterson held successive senior managementPaulson served in various human resources roles at Mode Transportation, FFE Transportation Services, Inc. and Landstar System, Inc. Mr. Peterson began his career with Consolidated Freightways.for 11 years.

This Compensation Discussion and Analysis provides an overview of our executive compensation program, together with a description of the material factors underlying the decisions that resulted in the compensation paid to our named executive officers.

Named Executive Officers and Recent Changes in Executive Officers

Our executive officers whose 2017 compensation is discussed in this Compensation Discussion and Analysis, who we refer to as our named executive officers, are:

In January 2016, Mr. Stoelting was appointed our President and Chief Operating Officer. In April 2017, Mr. Stoelting was appointed our Chief Executive Officer, Principal Financial Officer, and Principal Accounting Officer and Michael L. Gettle was appointed our President, Chief Operating Officer, and Secretary.

In January 2017, Scott B. Cousins was appointed our Chief Information Officer. On October 16, 2018, Mr. Cousins resigned as our Chief Information Officer effective October 26, 2018. In April 2017, Robert M. Milane was appointed as our General Counsel and Chief Compliance Officer. In May 2017, Terence R. Rogers was appointed our Executive Vice President and Chief Financial Officer, but he did not serve as our principal financial officer until 2018. In June 2017, Frank L. Hurst was appointed the President of our Roadrunner Freight business unit. In October 2017, Craig T. Paulson was appointed our Senior Vice President of Human Resources.

Executive Summary

For 2017, our compensation committee continued to:

Our executive compensation philosophy is to structure our pay base salaries to executives at levels that enable us to attract, motivate, and retain highly qualified executives and key employees and reward the creation of stockholder value. We seek to provide executive compensation packages that are competitive with comparable companies and reward the achievement of short-term and long-term performance goals.

Like most companies, we use a combination of fixed and variable compensation programs to reward and incentivize strong performance, as well as to align the interests of our executives with those of our stockholders. Our compensation philosophy generally targetsis to target total compensation betweenat approximately the 25^th and 50^th50th percentile of comparable companies. We believe that targeting compensation at the 25^th-to-50^th percentile will enable us to remain competitive in attractingcompanies, with higher comparable levels of pay based on higher level of company and retaining qualified executive officers while avoiding paying amounts in excess of what we believe is necessary to attract and retain such executive officers.individual performance. However, our compensation committee’s decisions on target compensation for specific individuals arehave also been influenced by a variety of additional factors, including companybut not limited to market conditions, our company’s recent financial performance and operational challenges, and individual performance.

Our pay mix has consistedconsists primarily of base salary, annual performance-based bonuses,cash incentives, time-based equity incentives, and time-basedperformance-based equity incentives. We have no guaranteed bonuses, no pension plans or other executive retirement plans except our 401(k) plan available to all of our employees, no significant taxgross-up arrangements, and no material executive perquisites such as company-paid personal travel, financial planning assistance, or car allowances. Total compensation levels reflect corporate positions, responsibilities, and achievement of goals. Accordingly, compensation levels may vary significantly from year to year and among our various executive officers. In general,

We believe that we expect the compensation levelhave closely linked executive officer pay to performance primarily through two components of our chief executive officer to be higher than that of our other executive officers assuming relatively equal achievement of performance targets.

An important principle driving our executive compensation programs is our belief that it benefits our stockholders for managementthe target total direct compensation opportunities of our executive officers to be tied to our company's

Our compensation committee which is discussed in greater detail under “Committees of the Board of Directors” above, is responsible for, among other things,

Our compensation committee, in consultation with the outside executive compensation consultant retained by our compensation committee also analyzes the reasonableness of our overall executive compensation package.packages. Our compensation committee has a formal written charter that delineates its responsibilities, a full copy of which is posted on our website atwww.rrts.com.

While our chief executive officer and other executive officers may attend meetings of our compensation committee from time to time, the ultimate decisions regarding executive officer compensation are made solely by the members of our compensation committee.committee or, for certain determinations relating to our chief executive officer, our board of directors. These decisions are based not only on our compensation committee'scommittee’s deliberations, but also from input requested from outside advisors, including in some years our compensation committee'scommittee’s outside compensation consultant, with respect to, among other things, market data analyses. In addition, Mr. Rued, the chairman of our board of directors, has played and continues to play an integral role in providing recommendations and input to our compensation committee regarding executive compensation, and in assisting our compensation committee in fulfilling its responsibilities. The final decisions relating to our chief executive officer'sofficer’s compensation have historically been based on recommendations of our compensation committee and included discussions with and approval by all of ournon-employee directors without the presence of management. Our compensation committee typically discusses proposals for our chief executive officer'sofficer’s compensation with him but always makesthe final decisions regarding his compensation are made when he is not present. Decisions regarding the compensation of our other executive officers have historically been

Our compensation committee typically engages the services of an outside compensation consultant to provide independent analysis and advice in connection with making executive compensation decisions.

Inmid-2015, our compensation committee engaged Compensia, Inc. (referred to as Compensia)(“Compensia”) to provide the committee with an executive compensation assessment for 2014 and 2015. Compensia has not been retained to perform any consulting or advisory services for our management team.2016. The chairman of our compensation committee, in consultation with other committee members, definesdefined the scope of Compensia'sCompensia’s 2016 engagement and related responsibilities. These responsibilities may include,included, among other things, advising on issues of executive compensation and equity compensation structure, assisting with the identification of relevant peer companies, and assisting in the preparation of compensation disclosure for inclusion in our SEC filings.

Our compensation committee determined not to engage Compensia providedor any other compensation consultant to assist with its 2017 executive compensation analyses and recommendationsdeterminations. This decision was primarily based on the company’s poor financial performance in late 2016 and the committee’s belief that informedit would not be appropriate to adjust the committee's decisions in each of 2014 and 2015, but it did not decide or approve any compensation decisions. For both years, Compensia reviewed the criteria used to identify peer and other comparable companies for executive officer and performance comparisons, provided a detailed market assessment of our senior executive compensation relative to our peer group and certain survey data, and provided updates on market trends and the regulatory environment as it related to executive compensation. In addition, for 2015, Compensia furnishedofficers in light of those results.

Subsequently, inmid-2017, our compensation committee engaged Compensia to provide the committee with performance-based equity considerations, including a summary of the relevant practices of our peer groupexecutive and a summary of the potential performance-based program designs. Compensia representatives communicated with members of ourdirector compensation committee on several occasions regarding our peer group, certain survey data, market trends and the regulatory environment as it related to executive compensation. Compensia's only contact with management was in the gathering of compensation information.

Compensia did not raiseperform any conflict of interest.

Our vice president ofsenior human resources executive and members of our finance department workteam have historically worked with our chief executive officer to recommendto:

Although the final structure may vary from year to year and officerindividual to officer,individual, our compensation committee utilizes three main components for executive officer compensation:

In determining the allocation among base salary, annual incentive bonus opportunity, and long-term equity incentive compensation, our compensation committee considers the following factors:

When considering a proposed compensation package for an executive officer, our compensation committee considers the compensation package as a whole, including each element of total compensation. For example, before determining officer compensation for 2015,2017, our compensation

Our compensation committee believes that the particular elements of compensation identified above produce a well-balanced mix of cash versus stock-based compensation, retention value, and at-risk“at-risk” compensation that collectively provide each executive officer with both short-term and long-term performance incentives. Base paysalary provides the executive officer with a measure of security as to the minimum level of compensation he or she will receive while the annual and long-term incentive componentscompensation elements motivate the executive officer to focus on the businessfinancial and operational metrics that will produce a high level of company performance over both the annual and long term. Our compensation committee believes that this approach should lead to increases in stockholder value, provide an appropriate reward for our executive officers, and reduce the risk of loss of executive officers to competitors.

While each of the elements of our compensation program is intended to motivate and encourage employees at all levelsexecutive officers to drive performance and achieve superior results for our stockholders, there is a different emphasis on the three primary elements based on an employee'sexecutive officer’s position and ability to impact our financial results. Historically, the percentage of performance-based pay, or“at-risk” pay, has increased with job responsibility. This is intended to offer an opportunity for gainincreased compensation in the event of successful performance, matched with the prospect of reduced compensation when performance falls short of established financial targets.

For 2015,2017, compensation for our named executive officers has(other than Messrs. DiBlasi and Armbruster, who were terminated from their former positions as executive officers effective April 30, 2017 and March 29, 2017,

While the annual incentive bonus program for our executive officers is based primarily on our company-wide performance, our broadersuch compensation programs areprogram is also designed to provide payments to managers incertain executive officers who lead our three business segmentsunits based on a combination of consolidated company and segmentbusiness unit results. For example, a portion of the 2017 annual cash incentive opportunity for the presidentspresident of our threeAscent business units areunit was based on the performance of thethat business unit, for which the presidenthe is primarily responsible. We believe this blended program design motivates business segmentsunits to work together to achieve greater returns for our stockholders. In any one year, because we are comprised of different business segments, managers inunits, executive officers leading high-performing business units may receive significantly more compensation than managers inexecutive officers leading business units that do not perform well.

As discussed above, our compensation committee reviewed thedid not engage a compensation of ourconsultant to assist with its 2017 executive officerscompensation decisions, and compared it with that of a peer group of companies and broader, composite market survey data provided by Compensia. This process started with the selection of an appropriate group of peer companies for comparison purposes. Wedid not use peer group information as a point of reference, but do not specifically benchmark or target our compensation levels against our peer group.

Our compensation committee believes that our performance-basedannual incentive bonus and equitylong-term incentive compensation programs provide incentives to create long-term stockholder value. Several elements of thethese programs are also designed to discourage behavior that leads to inappropriate or excessive risk:

Base Salary. Base salaries for our newly hired or appointed executive officers are generally set with regard to the level ofbased on the position within our company, the individual's performance in recent periods, competitive salary levels for comparable positions at other companies, and the executive's

Annual Incentive Bonus Plan. In addition to base salary, our compensation committee believes that annual performance-based cash bonuses play an important role in providing incentives to our executive officers to achieve near-term performance goals. For 2014, our compensation committee determined to reward our executive officers for company-wide performance by tying bonus awards to our EBIT performance. For our 2013 named executives, the bonus was solely based on our company-wide EBIT performance.

Our compensation committee believeshas historically believed that EBIT is a good indicator in capturingof our successfinancial performance relative to competitors given the market in which we compete, and is also a measuremetric that management can easily track and communicate to employees throughout the performance period. Each executive officer has a

When determining the EBIT target for our annual cashincentive bonus program, management makesplan, our chief executive officer typically submits to our compensation committee the initial recommendation for the financial target based upon our company'scompany’s annual board-approved budget, as well as the target annual incentive bonus opportunity for each executive officer, and these recommendations are reviewed and discussed by our compensation committee. The major factors used in setting one or more targetstarget levels for a particular year are the results for the most recently-completed year and the budget for the current year, as well as other factors such as general economic and market conditions. Our compensation committee sets the final corporate performance goalEBIT target levels during our first quarter, typically at a levellevels our compensation committee believes isare challenging, but reasonable, for managementour company to achieve.

After our financial statements are available each year, our compensation committee determines the level of achievement for the specified financial goalEBIT target (after making any appropriate adjustments to such goal for the effects of corporate and economic factors that were not anticipated in establishing the performance measure) and awards credit for the achievement of the goal as a percentage of the target bonus.target. Final determinations as to annual incentive bonus levelsawards are then based on that percentage. If earned, actual bonuses are generally paid to the executivesour executive officers early in the second quarter of the subsequent fiscal year.

2017 Annual Incentive Bonuses.Bonus Plan. Our compensation committee determined that the 2017 annual incentive bonus plan for our executive officers would be based on a company-wide EBIT target that was consistent with our board-approved 2017 budget. For 2014, each 2013 named executive officer had2017, our compensation committee established a target annual incentive bonus opportunity for each executive officer, expressed as a percentage of base salary, with the ability to earn above or below that target based on our company'scompany’s actual performance. Our compensation committee increased the 2014 maximum bonus award for Mr. DiBlasi from 135% to 150% and for Messrs. Armbruster and van Helden from 100% to 110%. did not participate in our 2017 annual incentive bonus plan.

The fiscal 2014 EBIT target was recommended by management and approved by our compensation committee in February 2014. The 2014 EBIT target of $114.5 million was based on and was consistent with the annual budget previously approved by our board of directors, as adjusted throughout the year to account for acquisitions completed.

Long-Term Incentives. We believe that providing long-term incentive compensation opportunities in the form of equity awards as a significant portion of our executive officers'officers’ total compensation package in equity awardspackages aligns the incentives of our executivestheir interests with the interests of our stockholders and with our long-term success. By compensating our executivesexecutive officers with our equity, our executivesthey receive a stake in our company'scompany’s financial future, and the gains realized in the long term depend on the executives'their ability to drive our financial performance. Equity incentive awards are also a useful vehicle for attracting and retaining executive talent in a competitive market.

Our compensation committee develops its equity award determinationsdecisions based on its judgment as to whether the total compensation packages provided to our executive officers, including prior equity awards and the level of outstanding vested and unvested equity awards then held by each participatingexecutive officer, are sufficient to retain, motivate, and adequately reward the executive officers.them. In addition, our compensation committee considers the accounting costs that will be reflected in our financial statements when establishing the form of equity to be granted and the size of the grantsawards as well as the potential dilution associated with the equity awards.

We grant equity awards under our 2010 Incentive Compensation Plan (the “2010 Plan”), which was adopted by our board of directors and approved by our stockholders and permits the grant of stock options, stock appreciation rights, restricted shares, RSUs, performance shares, and other stock-based awards to our officers, directors, employees, and consultants.

Stock Options. Stock options represent the right to purchase shares of our common stock at a specified exercise price for a specified period of time. The stock options vest and become exercisable in installments as determined by our compensation committee. Although our long-term equity incentive compensation.incentives have in recent years consisted primarily of PRSUs and RSUs, we continue to grant stock options to certain of our executive officers on a selective basis. As discusseddescribed more fully below, for 2015in 2017 our compensation committee determinedgranted time-based stock options to add a performance-based element to our long-term equity incentive program in order to strengthen pay-for-performanceMessrs. Stoelting, Gettle, Rogers, and directly incorporate EBITDA objectives.

Restricted Stock Units. Unit Awards.RSUs represent the right to receive one share of our common stock for each RSU upon the settlement date, which is the date on which certain conditions, such as continued employment with us for a pre-determined lengthpre-established period of time, are satisfied. RSU awards reflect both increases and decreases in the market prices of our common stock prices from the grant-date market prices and thus tie compensation more closely to changes in stockholder value at all levels compared to stock options, whose intrinsic value changes only when the market price of shares isour common stock increases above the exercise price. RSUs also have retention value even during periods in which the market price of our trading pricecommon stock does not appreciate, which supports continuity in the senior management team. In addition, RSUs allow our compensation committee to deliver equivalent value with use of fewer authorized shares than stock option awards.