UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                      Filed by a Party other than the Registrant  ¨

Check the appropriate box:

YRC Worldwide 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):

10990 Roe Avenue

Overland Park, Kansas 66211

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD APRIL 28, 201526, 2016

The 20152016 Annual Meeting of Stockholders (Annual Meeting) of YRC Worldwide Inc. (we, us, ouror theCompany) will be held at our corporate headquarters, 10990 Roe Avenue, Overland Park, Kansas 66211, on Tuesday, April 28, 201526, 2016 at 10:00 a.m., Central Time, to vote on the following matters:

and transact any other business that may properly come before the Annual Meeting or any reconvened meeting following any adjournment or postponement of the Annual Meeting.

The accompanying proxy statement provides information about the matters you will be asked to consider and vote on at the Annual Meeting.

Our Board of Directors has fixed the close of business on March 3, 20152016 as the record date for determining holders of record(Stockholders) of our common stock, par value $0.01 per share, and Series A Voting Preferred Stock, par value $1.00 per share, and 10% Series B Convertible Senior Secured Notes due 2015 entitled to notice of, and to vote at, the Annual Meeting or any reconvened meeting following any adjournment or postponement of the Annual Meeting. We are pleased to take advantage of Securities and Exchange Commission rules that allow us to furnish our proxy materials on the Internet. As a result, we are mailing a notice to our Stockholders instead of a printed copy of the proxy statement and our 20142015 annual report.report to stockholders. The notice provides instructions on how to access those materials on the Internet and how to obtain printed copies.

You are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, our Board of Directors asks that you vote as soon as possible. You may vote by proxy on the Internet, via toll-free telephone number or, if you received a proxy card by mail, you may sign, date and mail the proxy card in the envelope provided. Your vote is important and all Stockholders are encouraged to attend the Annual Meeting and vote in person or by proxy.

Thank you for your support and continued interest in our Company.

By Order of the Board of Directors:

James L. WelchA. Fry

Chief Executive OfficerSecretary

Overland Park, Kansas

March 18,17, 2016

YRC WORLDWIDE INC.

20152016 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

TABLE OF CONTENTS

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10990 Roe Avenue

Overland Park, Kansas 66211

PROXY STATEMENT

FOR

20152016 ANNUAL MEETING OF STOCKHOLDERS

General Information

We are furnishing this proxy statement to you in connection with the solicitation of proxies by our Board of Directors (Board) for use at our 20152016 Annual Meeting of Stockholders (Annual Meeting), to be held at our corporate headquarters, 10990 Roe Avenue, Overland Park, Kansas, at 10:00 a.m., Central Time, on Tuesday, April 28, 2015,26, 2016, and at any reconvened meeting following any adjournment or postponement of the Annual Meeting. Our telephone number is 913.696.6100, and our mailing address is 10990 Roe Avenue, Overland Park, Kansas 66211. Our website address iswww.yrcw.com. Information on our website is not a part of this proxy statement. When used in this proxy statement, the termswe,us,our and the Company refer to YRC Worldwide Inc. and, unless the context requires otherwise, its subsidiaries.

On or before March 18, 2015,17, 2016, we began mailing a Notice of Internet Availability of Proxy Materials (Notice)to the record holders of our common stock, par value $0.01 per share (Common Stock), and Series A Voting Preferred Stock, par value $1.00 per share (Series A Preferred Stock),.

The Company’s annual report to stockholders (Annual Report) for the fiscal year ended December 31, 2015, which includes the Company’s fiscal 2015 audited consolidated financial statements, accompanies this proxy statement. Although the Annual Report is being distributed with this proxy statement, it does not constitute a part of the proxy solicitation materials and 10% Series B Convertible Senior Secured Notes due 2015 (Series B Notes).is not incorporated by reference into this proxy statement.

Throughout this proxy statement, holders of our Common Stock and the Series A Preferred Stock are referred to collectively asSecurityholders and holders of our Series B Notes are referred to asSeries B NoteholdersStockholders. The Common Stock and Series A Preferred Stock and Series B Notes are referred to collectively asSecurities and our Securityholders and Series B Noteholders are referred to collectively asStockholders.

Questions and Answers

Why did I receive these materials?

These materials are being provided to you in connection with our Board’s solicitation of proxies for use at the Annual Meeting. As a Stockholder, you are invited to attend the Annual Meeting and to vote in person or by proxy on the proposals described in this proxy statement.

What is included in the proxy materials?

The proxy materials include:

Why did I receive a Notice of Internet Availability of Proxy Materials in the mail instead of a full set of printed proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (SEC), we are making this proxy statement and our 20142015 annual report available to Stockholders electronically on the Internet. On March 18, 2015,17, 2016, we began mailing the Notice to Stockholders of record as of the record date. Holders of our Securities will be able to access the proxy materials on the Internet atwww.proxyvote.com or request printed copies of the proxy materials. Instructions on how to access the proxy materials on the Internet or request a printed copy are found in the Notice. We believe this electronic process will expedite your receipt of the proxy materials and reduce the cost and environmental impact of the Annual Meeting. We also encourage you to have all your accounts registered in the same name and address by contacting our transfer agent, Computershare Trust Company, N.A., at 1.800.884.4225 or atwww.computershare.com/contactus.

What am I voting on?

Our Board is soliciting your vote for:

Proposal 1: the election of seveneight members of our Board of Directors;Directors for a one-year term to expire at the 2017 Annual Meeting of Stockholders;

Proposal 2: advisory vote to approve named executive officer compensation; and

Proposal 3: ratification of the appointment of KPMG LLP (KPMG) as our independent registered public accounting firm for 2015.fiscal year 2016.

What are the Board’s recommendations?

Our Board recommends you vote:

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How can I get electronic access to the proxy materials?

The Notice provides you with instructions on how to view the proxy materials for the Annual Meeting on the Internet. The website on which you can view our proxy materials will also allow you to elect to receive future proxy materials electronically by email, which will save us the cost of printing and mailing materials to you. If you choose to receive future proxy materials by email, you will receive an email next year with instructions and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you revoke it.

Who is entitled to vote at the Annual Meeting?

Stockholders of record as of the close of business on March 3, 20152016 (record date) will be entitled to notice of, and to vote at, the Annual Meeting or any reconvened meeting following any adjournment or postponement of the Annual Meeting. PursuantYou will need to register when you arrive at the meeting. We may also verify your name against our Amended and Restated CertificateStockholder list. To verify your identity, you will be required to present government-issued photo identification, such as a driver’s license, state identification card or passport. If you own shares in a brokerage account in the name of Incorporation (Certificateyour broker or bank (“street name”), Series B Noteholders are entitled to vote on an as-converted-to-common stock basis, subject to certain limitations described below, on all matters on which our holdersyou should bring your most recent brokerage account statement or other evidence of your Common Stock are entitledownership. If we cannot verify that you own our Common Stock or Series A Preferred Stock, it is possible that you may not be admitted to vote.the meeting.

May I ask questions at the Annual Meeting?

Yes. We expect that all of our directors and executive officers as well as representatives of KPMG will be present at the Annual Meeting. We will answer your questions of general interest at the end of the Annual Meeting. We may impose certain procedural requirements, such as limiting repetitive or follow-up questions so that more Stockholders will have an opportunity to ask questions.

How many votes do I have?

On the record date, there were 30,839,92433,256,615 shares of Common Stock and one share of Series A Preferred Stock (in each case, exclusive of treasury shares) outstanding. Each SecurityholderStockholder is entitled to one vote for each outstanding share of Common Stock or Series A Preferred Stock held as of the record date.

On the record date, there were $17,319,125 in aggregate principal amount outstanding of the Series B Notes after giving effect to the conversion of Series B Notes into Common Stock through the record date. Pursuant to our Certificate and the indentures governing the Series B Notes, our Series B Noteholders are entitled to vote on an as-converted-to-common stock basis on all matters on which our Common Stockholders are entitled to vote, subject to certain limitations described below. Each holder of Series B Notes is entitled, on an as-converted-to-common stock basis, to 53.9567 shares of Common Stock per $1,000 principal amount of Series B Notes held on the record date. However, as described in our Certificate and the Series B Notes indentures, in order to comply with NASDAQ Listing Rule 5640, each holder of Series B Notes is limited to 0.0594 votes for each share of Common Stock on an as-converted-to-common stock basis. On the record date, the holders of Series B Notes collectively held 55,508 votes.

We refer to the total number of votes represented by our outstanding Securities as our totalvoting power. As of the record date, our SecurityholdersStockholders held approximately 98.2% and our Series B Noteholders held approximately 1.8%100% of the total voting power entitled to vote at the Annual Meeting.

What is the difference between holding Securities as a holder of record and as a beneficial owner?

What is the quorum required for the Annual Meeting?

A majority of our voting power outstanding on the record date must be present in person or represented by proxy at the Annual Meeting to hold the Annual Meeting and conduct business. This is called a quorum. Your

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Securities will be counted for purposes of determining the presence of a quorum (whether representing votes for, against, withheld or abstained, or broker non-votes) if you:

What if a quorum is not present at the Annual Meeting?

If a quorum is not present at the Annual Meeting, the holders of a majority of the Securities (but in any event not less than one-third of such Securities) who are present, in person or represented by proxy, or the chairman of the meeting, may adjourn the meeting until a quorum is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given.

If I am a Stockholder of record, how do I vote?

There are four ways to vote:

If you are voting on the Internet, by telephone or by returning an executed proxy card, your vote or proxy card must be received by 10:59 p.m., Central Time, on April 27, 201525, 2016 to be counted.

If I am a beneficial owner of Securities held in street name, how do I vote?

There are four ways to vote:

If you are voting on the Internet, by telephone or by returning an executed voting instruction form, your vote or voting instruction form must be received by 10:59 p.m., Central Time, on April 27, 201525, 2016 to be counted.

How do I vote if I own shares of Common Stock through the Teamster-National 401(k) Savings Plan for the benefit of International Brotherhood of Teamsters employees?

If you hold shares of Common Stock throughparticipate in the Teamster-National 401(k) Savings Plan for the benefit of our International Brotherhood of Teamsters (IBT) employees, you do not actually own shares of Common Stock. The 401(k) plan

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trustee owns the shares on your behalf. Under the Teamster-National 401(k) Savings Plan, however, you have pass-through voting rights based on the number of shares of Common Stock allocated to your account. You may exercise your pass-through voting rights on the Internet at www.proxyvote.com, or by calling 1.800.690.6903 and following the instructions provided. If you requested printed copies of the proxy materials by mail, you may also vote by mail by marking, signing and dating the enclosed card and returning it as soon aspossibleas possible in the enclosed envelope. Please note that because you do not own our Common Stock, you are not entitled to attend our Annual Meeting and vote in person. If you fail to give timely voting instructions to the 401(k) plan trustee, your shares will be voted by the trusteethetrustee in the same proportion as shares held by the trustee for which voting instructions are received. Your vote must be received by 10:59 p.m., Central Time, on April 21, 201519, 2016 to be counted.

What happens if I do not give specific voting instructions?

Which proposals are considered routine or non-routine?

Proposal 3 (ratification of the appointment of KPMG) is a proposal we believe is routine.

Proposal 1 (election of directors) and Proposal 2 (advisory vote to approve named executive officer compensation) are proposals we believe are non-routine.

How are abstentions and broker non-votes treated?

For the purpose of determining whether our Stockholders have approved a proposal, abstentions and broker non-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.

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What vote is required to approve each proposal?

The following table describes the voting requirement for each proposal:

What is the effect of the advisory vote?

As an advisory vote, Proposal 2 is not binding on our Board or Compensation Committee and the final decision on the matters covered by Proposal 2 remains with them. We value yourthe opinion of our Stockholders on this important issue, however. Approximately 85%74% of the total votes cast on the proposal at our 20142015 Annual Meeting were voted for the proposal. Our Compensation Committee appreciated this level of support for its compensation philosophy and will consider the results of the advisory vote on Proposal 2named executive officer compensation 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 Annual Meeting if you have the right to vote in person. 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 attending the Annual Meeting and voting in person if you have the right to vote in person. Mere attendance at the Annual Meeting will not automatically revoke your proxy unless you vote in person at the Annual Meeting or 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 or our Board.

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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 Welch and James A. Fry 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:

Where can I find the voting results of the Annual Meeting?

The preliminary voting results may be announced at the Annual Meeting and will be promptly announced after the Annual Meeting. The final voting results will be tallied by the Inspector of Election for the Annual Meeting and announced in a current report on Form 8-K or quarterly report on Form 10-Q filed with the SEC within four business days after the final voting results are known.

Who is paying the cost of this proxy solicitation?

We are paying the cost of soliciting proxies. We have retained Morrow & Co., LLC to assist in soliciting proxies for a fee of $7,500, with an additional nominal cost to solicit certain holders, plus reasonable out-of-pocket expenses. We must pay brokerage firms and other persons representing beneficial owners of Securities their reasonable out-of-pocket expenses incurred in forwarding proxy materials to beneficial owners who specifically request them and obtaining voting instructions from those beneficial owners.

In addition to soliciting proxies by mail, members of our Board and our officers and employees may solicit proxies on our behalf, without additional compensation, personally or by telephone. We may also solicit proxies by email from Stockholders who are our employees or who have previously requested electronic receipt of proxy materials.

Who can help answer my questions?

If you have questions concerning a proposal or the Annual Meeting, if you would like additional copies of this proxy statement, or if you need directions to or special assistance at the Annual Meeting, please call the Corporate Secretary. In addition, information regarding the Annual Meeting is available via the Internet at the website,www.proxyvote.com.

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Stockholder Proposals and Communications with our Board

Proposals

Rule 14a-8 under the Securities Exchange Act of 1934, as amended (Exchange Act), provides that we must receive Stockholders’ proposals intended for presentation at the 20162017 annual meeting of our stockholdersStockholders (20162017 Annual Meeting) by November 19, 201517, 2016 to be eligible for inclusion in the proxy statement for the 20162017 Annual Meeting. All other Stockholder proposals should be submitted in writing to our Secretary at YRC Worldwide Inc., 10990 Roe Avenue, Overland Park, Kansas 66211. Stockholders who wish to present a proposal for consideration must submit the proposal in accordance with the advance notice provisions of our Bylaws. Stockholder proposals submitted for consideration at the 20162017 Annual Meeting will be considered not properly submitted, and will be out of order, unless we receive notice of the proposal not lessfewer than 60 days nor more than 90 days prior to the date of the 20162017 Annual Meeting, as provided in our Bylaws. If, however, we give lessfewer than 70 days’ notice or prior public disclosure of the date of the 20162017 Annual Meeting, then, to be timely, we must receive notice of a Stockholder proposal by the 10th day following the day we provide notice of, or publicly disclose, the date of the 20162017 Annual Meeting. We may use our discretionary authority to preclude any Stockholder proposal received after that time from presentment at the 20162017 Annual Meeting.

Director Nominations

Stockholders who wish to nominate qualified candidates for election to our Board may write our Secretary at YRC Worldwide Inc., 10990 Roe Avenue, Overland Park, Kansas 66211. Each Stockholder nomination must provide the following information about the candidate:

To be considered at the 20162017 Annual Meeting, we must receive your nomination not lessfewer than 14 days nor more than 50 days prior to the date of the 20162017 Annual Meeting. If, however, we give lessfewer than 21 days’ notice of the date of the 20162017 Annual Meeting, we must receive your nomination by the seventh day following the day we provide notice of the 20162017 Annual Meeting date. Our Governance Committee uses the criteria described inStructure and Functioning of the Board—Board Committees—Governance Committee in this proxy statement when considering nominees for director, including nominees submitted by Stockholders.

We reserve the right to require any Stockholder nominee to complete and sign a Director & Officer Questionnaire as a condition for such nomination.

Communication with the Board

We encourage any Stockholder who desires to communicate with our Board about the holder’s views and concerns to do so by writing our Secretary at YRC Worldwide Inc., 10990 Roe Avenue, Overland Park, Kansas 66211. Our Secretary will assure that the Governance Committee Chairman receives your correspondence.

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Householding of Proxy Materials

Some brokers, banks and other nominee record holders may participate in the practice ofhouseholding stockholder materials, such as proxy statements, information statements and annual reports. This means only one copy of the proxy materials may have been sent to multiple Stockholders in your household. To obtain a separate copy of the proxy materials, contact our Secretary at 913.696.6100 or by mail at 10990 Roe Avenue, Overland Park, Kansas, 66211. If you wish to receive separate copies of proxy materials in the future, or if you are receiving multiple copies and would like to receive a single copy for your household, you should contact your broker, bank or other nominee record holder, or, if you are a record holder of our Securities, you may contact Broadridge Financial Solutions Inc. (Broadridge) either by calling toll-free at 1.800.542.1061, or by writing Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on our review of copies furnished to us of reports persons are required to file under Section 16(a) of the Exchange Act, we believe that for the year ended December 31, 20142015 all reports required to be made by our reporting persons were timely filed in accordance with the Exchange Act, except for aother than the Form 4 with respect to the initial grant4s filed by each of restricted stock units to one of our directors, Mr. Davidson.Messrs. Boehmer, Hawkins, O’Connor and Ware and Ms. Fisher on March 9, 2015.

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Security Ownership of Management and Directors

Shares of our Common Stock that our named executive officers (NEOs), directors and executive officers owned as of March 3, 2015,2016, except as otherwise noted, include:

All of the 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.

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Security Ownership of Certain Beneficial Owners

As of March 3, 2015,2016, except as otherwise noted, the persons who, based upon their most recent filings with the SEC, beneficially owned more than five percent of our Common Stock were:

Management, LLC serves as investment manager and general partner of Senvest Master Fund, L.P. Richard MashaalMichael Masters is the managing member of RIMA SenvestMasters Capital Management, LLC. The securities reported in this table, which are beneficially owned by Masters Capital Management, LLC and is presidentMichael Masters, are owned by advisory clients of exercising investment and voting powers over, Senvest International L.L.C. Mr. Mashaal may be deemed to have voting and dispositive powers over the shares of Common Stock held by the Investment Vehicles. RIMA SenvestMasters Capital Management, LLC, may be deemed to beneficially own the securities held by Senvest Master Fund, L.P. by virtuenone of RIMA Senvest Management, LLC’s position as investment manager and general partner of Senvest Master Fund, L.P. Mr. Mashaal may be deemed to beneficially own the securities held by the Investment Vehicles by virtue of Mr. Mashaal’s status as the managing member of RIMA Senvest Management, LLC and his investment and voting powers over Senvest International L.L.C. Nonewhich owns more than 5% of the foregoing should be construed in and of itself as an admission by RIMA Senvest Management, LLC and Richard Mashaal as to beneficial ownership of the shares of Common Stock reported herein.class.

(4)

The securities reported in this table are based on a Schedule 13G/A13G filed on February 17, 2015January 28, 2016 by Amici Capital, LLC. The 2,397,578BlackRock, Inc. (“BlackRock”), on behalf of BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Institutional Trust Company, N.A., BlackRock International Limited and BlackRock Investment Management, LLC, none of which owns more than 5% of the class, of which BlackRock reported the sole power to vote or to direct the vote of 1,721,135 shares of our Common Stock reported in this table are beneficially owned by Amici Capital, LLC and Paul E. Orlin. Paul E. Orlin is the Managing Membersole power to dispose or to direct the disposition of Amici Capital, LLC.1,787,584 shares of our Common Stock.

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PROPOSAL 1

PROPOSAL TO ELECT DIRECTORS

Directors to be Elected by our Stockholders

At the Annual Meeting, our Stockholders will elect seveneight directors to hold office until the 20162017 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.

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James F. Winestock Director since July 22, 2011		6364		Retired (since 2009); United Parcel Service, Inc. (package delivery and freight transportation): Senior Vice President for U.S. Operations (2004 – 2009)–2009), President and Chief Operating Officer, North Central Region (2000 – 2004), President and Chief Operating Officer, Midwest Region (1998 – 2000), and various other positions (1969 – 1998); Current Director: FirstGroup plc (train and bus transportation); Current Manager: AMP Americas (CNG developers).   Mr. Winestock draws on his knowledge of the transportation industry, gained from over 40 years’ leadership experience at United Parcel Service, to provide our Board with valuable perspectives on the opportunities and challenges facing our industry and our operational, management and strategic issues.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTEFOR ALL DIRECTOR NOMINEES

Required Vote

Our Bylaws provide that for a director nominee to be elected, he or she must receive a plurality of the votes cast by Stockholders present in person or represented by proxy voting together as a single class at the Annual Meeting.

Abstentions and broker non-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.

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Directors Selected by the Holder of our Series A Preferred Stock

Pursuant to the Series A Preferred Stock certificate of designations, the IBT, as the holder of our Series A Preferred Stock, has the right to select two directors (Series A Directors) and to fill any vacancy left by the death, disability, incapacity, retirement, resignation, disqualification or removal of a Series A Director. The holder of the Series A Preferred Stock has sole right to remove and replace Series A Directors. Each Series A Director was selected by the holder of our Series A Preferred Stock and has served continuously as a director since the date of his selection. STOCKHOLDERS DO NOT VOTE ON THE SELECTION OF SERIES A DIRECTORS.

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 our Certificate;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.

On February 27, 2014, Harry J. Wilson resigned from his position as a Series A Director. The holder of the Series A Preferred Stock exercised its sole right to select a director by selecting Mr. Davidson to fill the vacancy left by Mr. Wilson’s resignation.

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Structure and Functioning of the Board

Corporate Governance Philosophy

Our corporate governance philosophy is expressed in our Guidelines on Corporate Governance; the charters of our Audit & Ethics, Compensation, Governance and Finance Committees; our Code of Business Conduct that applies to all officers, directors, employees and contractors; and our Related Party Transaction Policy, Securities Trading and Disclosure Policy, and Anti-Bribery and Corruption Policy, among others. These governance documents were updated in 20142015 to reflect regulatory developments and corporate governance trends, and provide additional guidance to our Board and its committees. Our Audit & Ethics, Compensation, and Governance Committee charters, Guidelines on Corporate Governance and Code of Business Conduct are available on theBoard Committee Charters and Code of Business Conductpage of our website atwww.yrcw.com.

We are committed to effective corporate governance, compliance with applicable laws and regulations, and the highest standards of ethical conduct and good corporate citizenship.

Corporate Governance Structure and Function

Our 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 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. Our Board continues to consistcurrently consists of nineten persons. SevenEight 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 Finance Committees of the Board, provided that such director satisfies certain independence requirements set forth in our bylaws.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.

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Current Board and Executive Management

Our current Board (other than Mr. Davidson, who replaced Mr. Wilsonjoined the Board as one of twoa Series A Directors)Director in 2014, and Ms. Nazemetz, who joined our Board in March 2015) and senior executive management team (other than James A. Fry who joined the Company as Vice President, General Counsel and Secretary on April 20, 2015) were selected after our 2011 financial restructuring, although severalin 2011. Several members of our leadership team are Company and industry veterans, including James L. Welch, our Chief Executive Officer (CEO), and many of the leaders of our operating subsidiaries. Jamie G. Pierson, our Chief Financial Officer (CFO), who joined us in 2011, played an important role in our 2011 financial restructuring.

Michelle A. Friel, our former Executive Vice President, General Counsel and Secretary, separated from the Company effective January 2, 2015.

LikeOur current management team inherited a substantially over-leveraged company. Also, as with much of our industry, we were severely affected by the 2008–2009 recession and resulting slow growth economy and theirsubsequent impact on customer demand. Our current management team also inherited an over-leveraged company and erosion in customer confidence and operating performance attributable in part to the difficult integration of Yellow and Roadway in 2009.

Since taking office, our current Board and management team have moved aggressively to reorganize our management structure,structure; reinvigorate our corporate culture and employee morale,morale; dispose of non-core assets,assets; increase autonomy and accountability at the operating subsidiary level,level; and drive improvements in our safety, efficiency, productivity, customer service, operating performance, and financial condition and liquidity, with the objective of restoring our Company to profitability. Although our Board and managementimproved profitability, which we have much work remaining, these initiatives have begun to show results.achieved. We recorded consolidated operating income of $45.5$93.0 million and Adjusted EBITDA defined(defined as “Consolidated EBITDA” in our credit facilities,facilities) of $333.3 million in 2015, compared with operating income of $45.5 million in 2014 and $28.4 million in 2013, and Adjusted EBITDA of $244.5 million in 2014 compared with operating income of $28.4 million in 2013 and $24.1 million in 2012, and Adjusted EBITDA of $254.9 million in 2013 and $239.5 million in 2012.2013. For a discussion of our use of non-GAAP financial measures and a reconciliation of net income to Adjusted EBITDA toon a consolidated basis and operating income to Adjusted EBITDA on a segment basis, see pages 31–3332-34 of our Annual Report on Form 10-K for the year ended December 31, 2014.2015. Our Board and management will continue to focus on execution and improvement in our operating performance throughout 2015.in 2016.

Primary Responsibilities of the Board

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

Director Independence

Our Guidelines on Corporate Governance and NASDAQ Listing Rules require that a majority of our Board be independent. Our Board has affirmatively determined that each director (other than Mr. Welch) has no material relationshipsrelationship with us and is therefore independent in accordance with NASDAQ Listing Rule 5605 and the Director Independence Standards (Director Independence Standards) included in our Guidelines on Corporate Governance.

An affiliate of Mr. Kneeland purchased approximately $54.5$38 thousand in ordinary course transportation services from our subsidiaries during 2014.2015. Mr. Bromark is a director of CA, Inc., to which we paid

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approximately $43$42.8 thousand for the purchase and lease of computer software in 2014.2015. Mr. Bromark also receives retirement compensation from PricewaterhouseCoopers, from which our affiliates may also receive non-audit services. Our Board evaluated these relationships and affirmatively determined they did not materially affect those directors’ objectivity or independence.

Board Diversity

Our Stockholders are better served when there is diversity of education, skill, age, experience, background, expertise and outlook on our Board. Our directors bring diverse backgrounds and experience to the Board that inform the Board’s oversight function. Our Guidelines on Corporate Governance express the belief that diversity, including differences in background qualifications and personal characteristics, is important to our Board’s oversight function.

Director Meeting Attendance

Our Board of Directors held 12six meetings during 2014.2015. Directors are expected to prepare for and make every effort to attend and participate in meetings of the Board and committees on which they serve. Our Guidelines on Corporate Governance provide that each director should strive to attend at least 75% of the total number of meetings of the Board and committees on which he or she serves. During 2014,2015, each director attended at least 75% of those meetings.

Our Guidelines on Corporate Governance provide that directors are expected to attend annual stockholder meetings in person or by telephone or other electronic means. All of our directors attended the 20142015 Annual Meeting in person or by telephone.

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 and compliance with our corporate governance documents. The results are tabulated and analyzed by the Governance Committee and used to identify and implement improvements in our governance processes.

Board Committees

Our Board of Directors has four standing committees:Current committee memberships are as follows:

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The Chairman 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 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 6five times during 2014.2015.

The Audit & Ethics Committee was established in accordance with Exchange Act Section 3(a)(58)(A) and consists of Raymond J. Bromark (Chairman), Douglas A. Carty and Robert L. Friedman.. 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 Messrs. Bromark, Carty and Friedman meet the enhanced independence standards prescribed by NASDAQ Listing Rule 5605(c)(2)(A) and Exchange Act Rule 10A-3(b)(1). Our Board has additionally determined that Messrs. Bromark, Carty and Friedman areaudit committee financial experts, as defined in Item 407(d)(5) of Regulation S-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:

Our independent auditor is accountable and reports directly to the Audit & Ethics Committee. The Audit & Ethics Committee reviews our independent auditor’s independence and the overall scope and focus of the annual audit. The Audit & Ethics Committee discusses with our independent auditor any relationships or services that may affect its objectivity or independence. If the Audit & Ethics Committee is not satisfied with the independent auditor’s assurances of independence, it will take, or recommend that the Board take, appropriate action to ensure its independence.

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Compensation Committee

Our Compensation Committee met 7six times during 2014.2015.

The Compensation Committee consists of Michael J. Kneeland (Chairman), William R. Davidson, Matthew A. Doheny and James E. Hoffman. Our Board has affirmatively determined that all members of the Compensation Committee are independent directors, as defined by NASDAQ Listing Rule 5605 and our Director Independence Standards. Our Board has also affirmatively determined that Messrs. Kneeland, Davidson Doheny

and HoffmanDoheny and Ms. Nazemetz meet the enhanced independence standards prescribed by NASDAQ Listing Rule 5605(d)(2)(A) and Exchange Act Rule 10C-1(b)(1). The Compensation Committee members also qualify asnon-employee directors under Exchange Act Rule 16b-3 and asoutside directorsunder Section 162(m) of the Internal Revenue Code of 1986, as amended (Code)(Code). Our Compensation 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 Compensation 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 Director Compensation and Compensation Discussion and Analysis for additional information about the determination of director and NEO compensation for 2014.2015.

Compensation Committee Interaction with Compensation Consultants

During 2014,Since 2013, 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 thisour proxy statement. The Compensation Committee intends to continue engagingIn selecting Pearl Meyer, in an advisory capacity with respect to executive compensation, including reviewing the compensation disclosures in this proxy statement. Although the Compensation Committee retains Pearl Meyer, Pearl Meyer interacts directly with our executive officers when necessary and appropriate. Pearl Meyer’s advisory services included providing industry and peer group compensation data and presenting compensation plan designs to the Compensation Committee for consideration. 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 executive compensation firm whose scope of workadvisor. As an independent advisor, Pearl Meyer reports to and is limited to research and advisory services related to executive compensation, including reviewing the compensation disclosures in this proxy statement. The Compensation Committee considered that Mr. Kneeland, a member ofdirected by the Compensation Committee, was also director (but not a member ofand provides no other services to the compensation committee) of another company that also retained Pearl Meyer. BasedCompany. Furthermore, based on thisour review, we are not aware of any conflict of interest that has been raised by the work performed by Pearl Meyer.

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Governance Committee

Our Governance Committee met 3two times during 2014.2015.

The Governance Committee consists of James F. Winestock (Chairman), William R. Davidson and Michael J. Kneeland. 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 atwww.yrcw.com.

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

Our Governance Committee has sole authority to retain and compensate search firms to assist in identifying and recruiting candidates for the Board. In early 2015, the Governance Committee engaged Spencer Stuart, an outside search firm, to help identify potential director candidates and to assist by providing background information and assessments of qualifications on potential candidates. Spencer Stuart assisted the Company in identifying Ms. Nazemetz as a potential director candidate.

All of the seveneight Board nominees identified in this proxy statement are current directors. The Governance Committee reviewed the qualifications of each nominee and recommended each nominee for election to the Board. The Governance Committee will accept director nominations from Stockholders in accordance with the stockholder nominating procedures described inStockholder Proposals and Communications with our Board. In addition to our Director Independence Standards, the following criteria from our Guidelines on Corporate Governance guide our Governance Committee in considering candidates for director, including nominees submitted by Stockholders:

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While the Governance Committee considers all of the factors described above, it may give greater weight to one factor or another when making nominating decisions. Our Governance Committee reviews annually the appropriate skills and characteristics required of directors in light of the current makeup of our Board, our Director Independence Standards, and NASDAQ and SEC rules. Board candidates nominated by Stockholders must meet the criteria described in this proxy statement, but will otherwise be considered on the same basis as candidates nominated by the Board. In addition, our Governance Committee may consider any other criteria for nominees it deems appropriate, including, but not limited to:

Finance Committee

Our Finance Committee met 12four times during 2014.2015.

The Finance Committee consists of Matthew A. Doheny (Chairman), Douglas A. Carty and Robert L. Friedman. Our Board has affirmatively determined that all members of the Finance Committee are independent directors, as defined by NASDAQ Listing Rule 5605 and our Director Independence Standards.

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

Board Leadership Structure

Our Bylaws require that the offices of Chairman of the Board and CEO be held by separate individuals and our Guidelines on Corporate Governance require that the Chairman be an independent director. We believe separation of the offices of Chairman and CEO is appropriate under our circumstances because it helps preserve our Board’s independence and objectivity, provides an appropriate division of labor between our CEO and Chairman, and contributes to our effective governance, in part by having an independent Chairman available to

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counsel our CEO and facilitate his interactions with the Board. James E. Hoffman, who brings executive leadership and corporate governance experience to the Board, serves as our Chairman and leads the Board of Directors. James L. Welch brings transportation industry knowledge, experience and expertise and over 3033 years’ experience with our Company to his role as our CEO.

In light of the requirement that our Chairman be an independent director, our Board does not have a lead independent director.

Our business and affairs are managed under the oversight of our Board. There are currently nineten members of the Board. The four standing committees—Audit & Ethics, Compensation, Governance and Finance—are an integral part of our Board leadership structure. These committees, all of whose members are independent

directors, are discussed in more detail above. In determining the membership of each standing committee, the Governance Committee considers each director’s unique skills and experience in relation to the committee(s) on which he or she serves and the particular needs of each committee.

Our leadership structure also includes an experienced and energetic management team that provides information, business intelligence, reports and opinions to the Board on a regular basis. The Board and committees also rely on the advice of counsel, accountants, executive compensation consultants, internal and external auditors, and other expert advisors.

A robust committee framework sustains lines of communication among directors and with management. Regularly-scheduled management reports and presentations, based upon strategic, operational, financial, legal and risk management aspects of our business, provide vital information to our Board and committees. Directors have complete access to our CEO, CFO and other members of our senior management team.

The Board’s role is to oversee, counsel and direct our senior management team. The role of our executive officers is to develop and implement corporate strategy, conduct our operations, manage our material risk exposures, and implement Board directives. Our Board endeavors to strike an appropriate balance between effective oversight and undue interference with our executives in the conduct of our affairs. We believe our leadership structure is effective because the Board and management respect one another’s roles and work collaboratively to promote stockholder value.

The Board’s Role in Risk Management

Management is primarily responsible for identifying, assessing and managing our material risk exposures. The Board’s role is to oversee the systems and processes used by management to address those risks.

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:

Pursuant to its charter, the Governance Committee oversees management’s systems and processes for the identification, assessment and management of material risk exposures. These include:

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Management reports regularly to the Governance Committee on material risk exposures and its risk management approach, policies, systems and practices. The Governance Committee evaluates management’s risk appetite and the appropriateness of risks assumed and managed within that context. The Governance Committee reports to the full Board on management’s briefings and its own analysis and conclusions regarding our risk management process. The Governance Committee discusses with our Audit & Ethics Committee our accounting and financial reporting risk profile, key risk exposures and the steps management has taken to monitor and control such exposures.

The Audit & Ethics Committee’s oversight of risks related to accounting and financial reporting includes reviewing the adequacy of our overall control environment and financial reporting function and controls related to selected areas presenting significant financial risk. The Audit & Ethics Committee also evaluates key financial statement issues and risks, their potential effect on our financial reporting, and the process used by management to address them. The Audit & Ethics Committee reports to the full Board its analyses and conclusions regarding our accounting and financial reporting risks.

The Board and each committee may retain independent legal and other advisors to advise and assist them in carrying out their risk oversight responsibilities.

Legal Proceedings

To the best of our knowledge, there are no material proceedings adverse to us or any of our subsidiaries in which any of our directors, director nominees or executive officers or their affiliates or associates, or any owner of record or beneficially of more than 5% of any class of our Securities or their affiliates or associates, is a party adverse to us or in which any such person has an interest that is materially adverse to us or any of our subsidiaries.

Compensation Committee Interlocks and Insider Participation

The Compensation Committee consists of Michael J. Kneeland (Chairman), William R. Davidson, Matthew A. Doheny and James E. Hoffman.Patricia M. Nazemetz. Currently and at all times during 2014,2015, 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.

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Director Compensation

The table below provides information on the compensation of our non-management directors for the year ended December 31, 2014.2015. As required by applicable SEC rules, the disclosure in this section covers all persons who at any time served as a director during 2014,2015, other than Mr. Welch, who also served as our CEO and received no compensation for serving as a director.

Director Compensation Plan

Our Board adopted a Director Compensation Plan in 2011, andwhich was amended and restated the in December 2013 and further amended and restated in May 2015 (Director Compensation Plan in December 2013.). The current Director Compensation Plan describes the compensation our non-management directors are eligible to receive, consisting of:

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The RSUs granted in 2011, 20122015 and 2013 vested or will vest one-third on each of the grant date, the first anniversary of the grant date and the second anniversary of the grant date. The annual RSU award granted in 2014 and such annual awards grantedannually thereafter vest one-third on the last day of the Board term in which the grant date occurs (First Vesting Date) and one-third each on the first and second anniversaries of the First Vesting Date. This change was made because the Compensation Committee decided to simplify the deferral process by granting annual RSU awards prospectively for future service rather than retroactively for past service. Because this change was disadvantageous to the non-employee directors, the Compensation Committee made a special one-time RSU award to each of the non-employee directors on February 25, 2014 equal to $100,000 divided by the 30-day average closing price of our Common Stock preceding the grant date, or 4,708 RSUs, each of which was fully-vested upon grant.immediately. Non-management directors may electhave elected to defer receipt of any Common Stock underlying their RSUs granted prior to 2016 pursuant to the terms of the Director Compensation Plan. Beginning with RSUs granted in 2016, Common Stock underlying such RSUs, although vested, will not be delivered and is deferred until the non-management director is no longer a member of the Board. Grants of RSUs are made pursuant to a standard form of restricted stock unit agreement for non-employee directors.

Equity Ownership Requirements

We do not have an express equity ownership requirement for non-management directors. Our Guidelines on Corporate Governance do provide thatHowever, our compensation program for non-management directors should have an equity ownership in our Company. Toward that end, each non-management director is paid a portion of his or her directorcurrently provides equity-based compensation in the form of RSUs underthat must be held until the Director Compensation Plan.individual is no longer serving on the Board. We believe this share retention requirement negates the need for a separate stock ownership requirement for non-management directors.

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Compensation Discussion and Analysis

This Compensation Discussion and Analysis (CD&A) describes our executive compensation program for 2014 and compensation decisions made relating to our executive compensation program for 2015.Executive Summary

Overview

Our executive compensation program has reflected our unique circumstances and has served to balance risk and reward as we have strived to restructureFollowing the successful restructuring of our balance sheet and a return to improved profitability in 2014, our plan for 2015 was to continue our momentum and position the company forpath toward accelerated earnings growth, strong capital returns, and superior long-term stockholdershareholder value creation. In this regard, 2014 was a transformative year for the Company, with the following significant accomplishments:

These accomplishments werebelieve we achieved and rewarded in early 2014,these objectives, as previously disclosed in the CD&A within our proxy statement for our 2014 annual meeting of our stockholders (2014 Annual Meeting) filed with the SEC on March 18, 2014 (2014 Proxy Statement) and as discussed later within this CD&A.

Despite the critical and significant accomplishments in early 2014, and despite improvements in certain aspects of our operating performance over the prior year, we did not achieve our overall operating performance goals for 2014 evidenced by the following results:financial performance highlights:

For a discussion

These strong financial results translated into higher short-term and long-term incentive compensation opportunities for our NEOs, as evidenced by the following incentive pay highlights:

This linkage between pay and performance is the cornerstone of our executive compensation philosophy and strategy, and serves to validate the core design of our executive compensation program that was adopted for 2015 and that consists of the following primary elements:

We believe our 2015 executive compensation program strongly linked performance and executive pay and aligned the interests of our NEOs with the interests of our Stockholders. The Compensation Committee believes that these 2015 pay levels, plan designs, and practices are well aligned with currentwill continue to monitor market practices will serveand engage with our Stockholders and other stakeholders to continueensure that our executive compensation program is competitively positioned and appropriately structured to align executive pay with Company performance and will create appropriate incentive and reward opportunities for executive leadership without encouraging them to take unreasonable or excessive risk.performance.

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Named Executive Officers

The table below lists our NEOs for 2014,2015, their titles during 2014,2015, and the period during which they held those titles.

The Role of Say-On-Pay Votes

We provide our Stockholders with the opportunity to cast an annual advisory vote on executive compensation (say-on-pay proposal). At our 20142015 Annual Meeting, approximately 85%74% of the votes cast on the say-on-pay proposal were voted in favor of the proposal. Our Compensation Committee valued this endorsement of its executive compensation philosophy. The Compensation Committee believes the beneficiaries of our executives’ efforts should have a say in how those executives are compensated, and will continue to consider the outcome of votes on say-on-pay proposals when making future compensation decisions for our NEOs.

Compensation Philosophy and Objectives; Components of Executive Compensation

Our Compensation Committee establishes our compensation philosophy and oversees our executive compensation program. Our Board approves our CEO’s compensation.

Our fundamental goal is to create sustainable long-term value for our Stockholders. To help achieve this goal, the primary objectives of our compensation program are to:

Our executive compensation program has reflected our unique circumstances and has served to balance risk and reward but is continuingas we have strived to evolve. Followingrestructure our 2011 financial restructuring, our objective wasbalance sheet, return to recruitprofitability, and appropriately compensate a management team capable of leading our operational and financial turnaround. Recognizing thatposition the debt reduction, refinancing and modification of our collective bargaining agreement with the IBT completed in early 2014 were necessary steps in our evolution from a turnaround situation to a company that could focus on longer term strategy and operational goals, the Compensation Committee placed more emphasis on our current operating context rather than the competitive market in setting executive compensation for 2014. The Compensation Committee sought to award compensation to reward executives for achieving continuous improvement and building long-term stockholder value without encouraging them to take unreasonable or excessive risk.creation. We completed our transition in 2014 and adopted more traditional, market-based executive compensation programs, policies, and practices in 2015.

Determining Executive Compensation

The Compensation Committee has primary responsibility for determining the compensation package for our NEOs. In making its determinations, the Compensation Committee considers a variety of factors, including the Company’s operating performance and financial strength, the needs of the business to attract, motivate, and retain experienced executives, the unique skills and abilities of individual executives, competitive market data and advice provided by the Compensation Committee’s independent consultant, and additional information and recommendations made by our CEO and other members of our executive leadership. Our CEO does not make recommendations with respect to his own compensation or participate in the deliberations regarding the setting of his own compensation.

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The Role of Benchmarking

The Compensation Committee has not historically placed much emphasis on benchmarking of executive compensation because it believed that no other companies suitable for benchmarking faced similar circumstances as we did. Nonetheless, the Compensation Committee has requested and reviewed competitive market pay information from its independent consultants from time to time, including from its independent consultant, Pearl Meyer, in both 2013, 2014 and 2014.2015.

The competitive market data provided by Pearl Meyer was based, in part, on the following peer group that was developed by Pearl Meyer and approved by the Compensation Committee:

The Compensation Committee considered the peer group information useful but of limited immediate utility given our particular facts and circumstances. Accordingly, the Compensation Committee approved a 2014 compensation structure that continued to reflect our unique situation in 2014 and gave limited consideration to the peer group data. The peer group information was more impactful in establishing the 2015 executive compensation program.

The Role of Consultants

The Compensation Committee has the exclusive authority to engage an independent compensation consultant and to direct the work of any such consultant selected. In each of 2013, 2014 and 2014,2015, after considering the independence criteria established by the SEC, the Compensation Committee engaged Pearl Meyer as its independent consultant. Pearl Meyer reports directly to the Compensation Committee and provides no other services to the Company.

Definitions of Performance Measures Used in Our Incentive Program

We useused Adjusted EBITDA (in dollars), calledConsolidated EBITDA in our credit facilities, as the primary performance measure for our cash and equity incentive programs for 2014 and for our cash incentive program in 2015. Adjusted EBITDA is an important and commonly used measure usedin our industry and by our management to evaluate our core operating performance and a key component of our credit agreement financial covenants. The Compensation Committee believes Adjusted EBITDA is an appropriate performance goal for incentive compensation because improvement in our core operating performance and compliance with the financial covenants are imperative for our short-term and long-term success. We also useconsider unlevered free cash flow, revenue and safety as asupplemental performance measuremeasures for our cash incentive program.

Adjusted EBITDA and unlevered free cash flow are non-GAAP measures. Defined in our credit facilities as “Consolidated EBITDA,” Adjusted EBITDA measuresis a measure that reflects our earnings before interest, taxes, depreciation, and amortization expense, and is further adjusted for, among other things, letter of credit fees, equity-based compensation expense, net gains or losses on property disposals and certain other items, including restructuring professional fees, non-recurring consulting fees, expenses associated with certain lump sum payments to our IBT employees and the impactresults of permitted dispositions and discontinued operations. Adjusted EBITDA is an important measure used by management in evaluating our core operating performance and, as such, is deemed an appropriate measure by our Compensation Committee in measuring our executives’ performance. Unlevered free cash flow is defined as our operating cash flow minus gross capital expenditures and excludes restructuring costs and interest payments on our indebtedness included in operating cash flow. Adjusted EBITDA and unlevered free cash flow are important measures used by management in evaluating our core operating performance and as such are deemed appropriate measures by our Compensation Committee in motivating executives to continue the turnaround.indebtedness.

We useused Adjusted Return on Invested Capital (Adjusted ROIC,) which is intended as a return on capital performance measure, for purposes of our long-term incentive compensation beginning in 2015. Adjusted ROIC isin 2015 was defined as the quotient, expressed as a percentage, of our consolidated operating income (less dividends on our Common Stock, if any) and our total capital, which is the sum of the facepar value of our long-term debt, the par value of our outstanding Common Stock and the par value of our outstanding preferred stock, if any.

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For a discussion of our use of non-GAAP financial measures and a reconciliation of net income to Adjusted EBITDA on a consolidated basis and operating income to Adjusted EBITDA on a segment basis, see pages 32-34 of our Annual Report on Form 10-K for the year ended December 31, 2015.

Description of Compensation Components

Base Salary

Base salary for our NEOs is based uponconsiders their experience, level of responsibility, and internal pay equity considerations among executive officers.

In 2014,2015, the Company increased Mr. Welch’sHawkins’s base salary from $712,000$450,000 to $850,000$481,000 and Mr. Ware’s base salary from $350,000$380,000 to $380,000. Mr. Welch’s$395,000. Messrs. Hawkins’s and Ware’s base salary wassalaries were increased in order to recognize his leadershipbased on their respective job performance and to improve market competitiveness. Mr. Ware’s base salary was increased in order to improve market competitiveness.

20142015 Annual Incentive Plan (20142015 AIP)

The purpose of our 20142015 AIP was to motivate and reward executives for short-term improvements in Adjusted EBITDA and other measures that contribute to steady increases in stockholder value. The Compensation Committee determined that performance targets should be calibrated to ensure enough “stretch” was built in to drive the level of improved performance the Compensation Committee considered desirable. The Compensation Committee established 20142015 performance targets that it believed would be challenging to achieve based on the business forecast information that was available to the Compensation Committee.Committee in early 2015.

The 20142015 AIP incorporated separate funding and allocation formulas. The funding formulas were based entirely on Adjusted EBITDA, measured at the Company level (Consolidated) and at YRC Freight and Regional segmentTransportation operating levels. Each incentive pool is funded only when and to the extent we achieved the pre-determined applicable threshold level. In 2014,2015, if we achieved the threshold level of Consolidated Adjusted EBITDA, the overall incentive pool would have been $2.2$1.7 million, and if we achieved the target level of Consolidated Adjusted EBITDA, the overall incentive pool would have been $6.8$3.9 million. If we achieved Consolidated Adjusted EBITDA above the $356$293.8 million target, the overall potential incentive pool would have beenbe increased by an amount equalproportionate to 10% ofthe amount Adjusted EBITDA above $356exceeded $293.8 million, subject to a maximum overall incentive pool of $13.6$7.8 million for exceptional performance.performance, which funding is determined on a linear basis.

The following were the threshold, target and targetmaximum Adjusted EBITDA funding levels for 2014,2015, the actual Adjusted EBITDA 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: revenue, unlevered free cash flow, and safety, measured at the Consolidated, YRC Freight, or Regional segmentTransportation operating level, as applicable. If there is no funding of a specific pool, as was the case for the Consolidated and YRC Freight operating levels in 2014, the supplemental measures are not relevant in determining an NEO’s compensation under the 2014 AIP unless the Compensation Committee uses its discretion to award below-target discretionary bonuses to executives as circumstances warrant.

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Based on the funding and allocation formulas under the 20142015 AIP, the following table sets forth the actual incentives paid relative to the threshold, target, and maximum incentive opportunity for each NEO:

The only NEO eligible for any incentive payout based on 2014 performance wasMessrs. Welch, Pierson and Fry participated in the 2015 AIP at the Consolidated operating level, Mr. Hawkins participated at the YRC Freight operating level and Mr. Ware asparticipated at the Regional segment incentive poolTransportation operating level. Target opportunity for each NEO was 100% of 2015 base salary except for Mr. Welch, whose target 2015 AIP opportunity was 125% of his 2015 base salary. While supplemental measures were considered, the amounts funded while the Consolidated and YRC Freight incentive pools were not. The Compensation Committee determined not to exercise any discretion in the amount of Mr. Ware’s bonus based on supplemental measures. Accordingly, Mr. Ware received an aggregate payment of $170,520paid under the 2014 AIP.2015 AIP at each of the respective operating levels represented a percentage of target 2015 AIP opportunity for that operating level.

These 20142015 performance results were reviewed and certified by the Compensation Committee in February 20152016 and the associated incentive compensation payments were approved by the Compensation Committee thereafter. The Compensation Committee believes the absence of any 20142015 AIP compensation payable to the NEOs other than Mr. Ware, appropriately aligns 2014aligned 2015 short-term incentive compensation with the Company’s 20142015 operating results.

2014 Equity2015 Long-Term Incentive CompensationPlan (2015 LTIP)

The purpose ofOur 2015 LTIP uses equity incentive grants isawards to motivate greater longer term performance and to provide retention incentives for our key employees. Equity incentive awards also serve to align executive and stockholder interests and create retention incentives for key employees.

Senior Executive Equity AwardsThe 2015 LTIP consisted of time-based restricted stock and performance stock units, weighed equally and awarded under our Amended 2011 Plan. The restricted shares vest ratably over three years. The performance stock units have both a one-year performance period and a three-year time-based vesting period. The amount earned is determined after the first year based on actual performance as compared to pre-determined performance measures and goals as established by the Compensation Committee, with time-based vesting one-third on February 23, 2016, February 23, 2017 and February 23, 2018.

As previously disclosed,We used Adjusted ROIC which is intended as a return on capital performance measure for purposes of our long-term incentive compensation in 2015. Adjusted ROIC in 2015 was defined as the employment agreements for Messrs. Welch and Pierson and Ms. Friel have provided for awardsquotient, expressed as a percentage, of restrictedour consolidated operating income (less dividends on our Common Stock, to be made annually over a periodif any) and our total capital, which is the sum of several years. The mutual intentthe par value of these executives andour long-term debt, the Board was that if each executive fully earned all of his or her annual performance awards, at the expiration of his or her employment agreement in 2015, he or she would have received, in total, an aggregate number of shares of Common Stock equal to 2.0%, 1.0% and 0.8%, respectively,par value of our outstanding Common Stock on a fully-diluted basis at such expiration date.

and the par value of our outstanding preferred stock, if any. The Compensation Committee’s rationale for structuring the awards in this manner was that these senior executives, who were selectedthreshold, target and charged with responsibility to lead our turnaround beginning in 2011, assumed significant risk in accepting their positions at a time when there was substantial doubt about our ability to continue as a going concern and that any increase in our enterprise value over the termmaximum amount of their employment agreementsperformance stock units would be significantly attributable to their leadership. There was, therefore, appreciable upside potentialearned by each NEO at the end of the one-year performance period if the executives’ efforts were successful but also downside risk to the value of their equity incentive opportunities if they were not successful.actual

In 2014, in accordance with their employment agreements that were subsequently terminated, the following equity grants were made to Messrs. Welch and Pierson and Ms. Friel:

determined to provide discretionary equity awards in recognition of the executives’ extraordinary efforts and results in connection with the debt reduction, refinancing and modification of our collective bargaining agreement with the IBT completed in early 2014; and

a December 2015 $28.7 million non-cash charge (Equity AwardsSettlement Charge) incurred by the Company due to Other NEOs

Annual equity grantsits decision to offer voluntary lump sum benefits payments under the other NEOs occur at the discretionCompany’s non-union pension plans. The effect of the Compensation Committee. In March 2014, Mr. Hawkins and Mr. Ware received awards of 30,000 time-vesting restricted shares and 10,000 time-vesting restricted shares, respectively, and in each case, 50% of the shares were immediately vested and 50% vest on the first anniversary of the grant date.Settlement Charge would have reduced 2015 Adjusted ROIC from 11.4% to 8.7%. The Compensation Committee made these awards partly in respect of 2013 performance as well asdid not believe it was consistent with the Company’s executive compensation philosophy to encourage the executives to focus on operating company value creation that contributes to increases in consolidated value, as 50% of each award vested over time and would be forfeited if the executive voluntarily leaves us prior to the vesting.

Signing and Retention Bonus for Mr. Pierson

Prior to becoming our CFO, Mr. Pierson was an executive on the Alvarez & Marsal (A&M) team that consulted on our 2011 restructuring and had been working with usreduce NEO performance-based incentive compensation as a consultant since early 2009. Heresult of a charge to operating income which was highly knowledgeable about our financial structure and operationsnot performance related, was not anticipated at the time performance goals were set and was instrumentalincurred in the 2011 restructuring. Mr. Pierson had also developed business relationships with our lenders and other stakeholders.interests of the Company. As a result our Board felt that recruiting him to our leadership team was important to our turnaround strategy. As part of his compensation package, the Board agreed to pay Mr.exclusion, Messrs. Welch, Pierson, a signing bonus of $640,000 upon execution of his employment agreementFry, Hawkins and to placeWare earned an additional $560,000 in escrow as a retention bonus. Pursuant to the terms of the escrow arrangement, $268,000 of the retention bonus was released on December 31, 2012, $209,000 was released on December 31, 201349,556, 17,841, 7,525, 8,745 and $83,000 was released on December 31, 2014.7,385 performance stock units, respectively.

Benefit Plans

All NEOs are eligible to participate in our health and welfare plans, including those providing medical, dental, life insurance and accidental death and dismemberment benefits, generally on the same basis as our other non-union employees. Our NEOs pay the same price for their elected benefits as other non-union employees. We provide a “flex dollars” benefit to employees that can only be applied toward the cost of their benefits. As an employee’s pay increases, the amount of “flex dollars” he or she receives decreases. Pursuant to his employmentMr. Welch’s severance agreement, we pay the premiums for Mr. Welch’shis coverage under our health and welfare plans and a $500,000 term life insurance policy.

Our NEOs may participate in our defined contribution 401(k) plan, a tax-qualified retirement savings plan. The Internal Revenue Code of 1986, as amended (theCode), limits the contributions NEOs can make to the 401(k) plan. In 2009, in connection with union wage concessions,As of April 1, 2015, we suspended indefinitely Company-matchingmake nondiscretionary matching cash contributions under the 401(k) plan for our employees, including NEOs.equal to 50% of participant contributions up to a maximum employer contribution of 1% of a participant’s eligible salary or wages.

We sponsor two qualified defined benefit pension plans for employees of our Company and certain participating subsidiaries who commenced employment prior to January 1, 2004. We froze benefit accruals under these plans on July 1, 2008. Messrs. Welch and Hawkins and Ms. Friel participate in the Yellow Corporation Pension Plan based upon their service prior to that date. See Pension Benefits for a discussion of these qualified pension plans.

Severance Policy and Other Termination-of-Employment Benefits

Messrs. Welch and Pierson are entitled to severance benefits under their December 2014 severance agreements if they are terminated without cause or resign for good reason, regardless of whether a change of control has occurred. The Compensation Committee believed providing these severance benefits was essential for their retention. In November 2014, the Company entered into a separation agreement with Ms. Friel in connection with her resignation effective January 2, 2015 which provided for certain benefits after her termination of employment. For further information regarding the severance agreements and the separation agreement, seePotential Payments upon Termination or Change of Control—Welch and Pierson Severance Agreements andFriel Separation Agreement.

Recipients of restricted stock awards may be entitled to accelerated vesting of those awards upon a change of control or upon termination due to death, disability or, for awards granted in 2014 or prior, retirement at or after age 65, as described inPotential Payments upon Termination or Change of Control—Restricted Stock Award Agreements below.

Executive Separation Guidelines and Severance Policy

In 2012, the Compensation Committee adopted Executive Separation Guidelines (Prior Guidelines) to assist itself in providing post-termination compensation to corporate and operating company executives. The Prior Guidelines were intended to provide guidance only, were not binding on the Compensation Committee and did not create any entitlements for executives. At December 31, 2014, the Prior Guidelines were applicable to Messrs. Hawkins and Ware, but not Messrs. Welch and Pierson who were party to severance agreements or Ms. Friel who was party to a separation agreement. SeePotential Payments upon Termination or Change of Control—Welch and Pierson Severance Agreements andFriel Separation Agreement.

The Prior Guidelines provided that to be eligible for any post-termination compensation, the employee must have first executed a separation agreement containing appropriate confidentiality and other provisions. The terms of these agreements could vary in the Compensation Committee’s discretion, but generally a terminated executive would receive post-termination compensation in an amount equal to 100% of his or her annual base salary, payable in 12 monthly installments. The period during which the executive received post-termination compensation (Inactive Employment Period) began 60 days following termination. During this period, the terminated executive may elect to receive COBRA continuation coverage at the rate payable by non-union employees through the end of the Inactive Employment Period or until the terminated executive became entitled to other employer-provided health plan coverage, however, the Company does not reimburse such coverage. The terminated executive’s other benefits (pension, 401(k), disability, incentive compensation, etc.) ceased on the termination date.

In February 2015, the Compensation Committee adopted a new severance policy (Severance Policy) to assist itself in providingestablish 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

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in the Compensation Committee’s discretion, but generally executivediscretion. Executive officers who are not party to a severance agreement will be entitled to a severance of 18 months’ salary, vice presidents and above will be entitled to six months’ salary andsalaryand directors and above will be entitled to three months’ salary, payable in monthly installments.regular installments over the specified period. Severance is payable under the Severance Policy only upon involuntary termination

without cause. Change-in-control related severance amounts are paid in a lump sum.

The period during which the executive receives post-termination compensation, or the Inactive 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 terminated non-union employees through the end of the Inactive Employment Period or until the terminated executive becomes entitled to other employer-provided health plan coverage, however 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. Stock

Recipients of equity incentive awards that havemay be entitled to accelerated vesting of those awards under certain circumstances. Beginning with equity awards granted in 2015, unvested equity awards will not vested atvest upon a Change of Control (as defined in the time ofapplicable award agreement), unless there is a termination without causeCause (as defined in the applicable award agreement) or a resignation for good reasonGood Reason (as defined in the applicable award agreement) within 12 months of the Change of Control. SeePotential Payments upon Termination or Change of Control—Equity Award Agreements below.

At December 31, 2015, the Severance Policy and other termination-of-employment benefits were applicable to Messrs. Fry, Hawkins and Ware, but not Messrs. Welch and Pierson who are forfeited.party to severance agreements. SeePotential Payments upon Termination or Change of Control—Welch and Pierson Severance Agreements.

Compensation Decisions for 20152016

During 2014 and in early 2015, the Compensation Committee engaged Pearl Meyer to assist with its review of the compensation programs for our executive officers, including our NEOs. Pearl Meyer’s advisory services included providing industry and peer group compensation data and presenting compensation plan designs to the Compensation Committee for consideration. In establishing the 20152016 executive compensation program, the Compensation Committee determinedcontinued the market-based programs that were established to 2015, with some limited modifications, that are designed to reward executive performance in transitioning the Company from a turnaround situation to implementing longer term strategystrategies and achieving operational goals, our executive compensation structure should be more market-based. Accordingly, our Compensation Committee authorized and implemented certain design changes described below.goals.

Compensation components will continue to include base salary, annual cash incentive compensation as short-term incentive compensation and both cash-based and equity-based incentive compensation as long-term incentive compensation, with market-based target compensation such that:compensation.

Accordingly, in February 2015, the Compensation Committee approved the following changes to NEO compensation:

The equity-based compensation will continue to be awarded under our 2011 Plan, which plan and performance measures were approved by our Stockholders at our 2014 Annual Meeting.

The following sets forth the 2015 compensation structure for our continuing NEOs at target:

The 20152016 Annual Incentive Plan (20152016 AIP) continues to be funded byon the basis of Adjusted EBITDA performance relative to pre-determined goals as established by the Compensation Committee and will be funded in approximately the allocation of any earned incentives will continue to be based onsame amounts as the additional supplemental measures of revenue, unlevered free cash flow and safety metrics. The 2015 target incentive pool is $3.9 million. The incentive pool may exceed target proportionately as Adjusted EBITDA performance warrants, with a maximum incentive pool of $7.8 million for exceptional performance.AIP.

The 20152016 Long-Term Incentive Plan (2016 LTIP consists) will consist of time-based restricted stock and performance-based restrictedcash-settled performance stock units, weighed equally and awarded under our Amended 2011 Plan. The restricted shares vest ratably over three years.Compensation Committee determined to grant cash-settled performance stock units in 2016 to conserve the amount of Common Stock available under the Amended 2011 Plan. The performance-based sharesCompensation Committee considered whether the performance stock units should have a longer performance period than one year, but determined to maintain a one-year performance period for 2016 performance stock units in light of the variability of the Company’s performance given the very recent operational turnaround. The Compensation Committee will continue to consider the length of the performance period in future years, consistent with the Company’s executive compensation philosophy.

In February 2016, the Compensation Committee approved a revised definition of the Adjusted Operating Income component of Adjusted ROIC. For performance stock units awarded in 2016, “Adjusted Operating Income” is defined as operating income, as reported on the Company’s Statement of Consolidated Operations in its Annual Report on Form 10-K, (a) reduced by the dividends paid in the performance year, and a three-year vesting period. The amount earned will be determined after(b) adjusted,

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positively or negatively (as appropriate), by the first year based on actualimpact of (i) compliance with California Labor Code section 226.2 as adopted in October 2015, and as effective January 1, 2016, and (ii) any non-cash items not contemplated at the time the performance as compared to pre-determined performance measures and goals asare established by the Compensation Committee with vesting one-third upon being earnedCommittee. “Adjusted ROIC” continues to equal Adjusted Operating Income divided by total invested capital, which is the sum of the par value of our long-term debt, the par value of our outstanding Common Stock, capital surplus from shareholders equity and one-third per year over the subsequent two years.par value of our outstanding preferred stock, if any.

The Compensation Committee does not havefollowing sets forth the discretion to adjust the performance achievement upward2016 compensation structure for any measurement period.our NEOs at target:

The Compensation Committee believes that (1) the 20152016 NEO compensation structure is market competitive, (2) the pay mix emphasizes variable compensation over fixed compensation and long-term incentives over short-term incentives, and (3) the variable pay will serve to link pay with performance and align executive and Stockholderstockholder interests and (4) the program will allow the Company to continue attracting and retaining management talent.

Executive Stock Ownership Guidelines

In February 2015, we implemented executive stock ownership guidelines that require 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 is added to the guidelines. All executive officers are subject to the executive stock ownership guidelines. The required salary multiple for each such executive is 3.0, except for our chief executive officer, whose required salary multiple is 6.0. Each executive must comply with the executive stock ownership guidelines by the fifth anniversary of its adoption. 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.

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 a no-fault basis, incentive compensation

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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 10D rules. Messrs. WelchWelch’s and PiersonPierson’s severance agreements with the Company provided that equity incentive awards made thereunder would be subject to clawback under Section 10D upon adoption of the SEC’s 10D rules. The Compensation Committee intends to update its clawback policy accordingly when the new rules are adopted.

Limitations on Deductibility of Executive Compensation

Code Section 162(m) places aof the Code limits the Company’s ability to deduct certain compensation in excess of $1 million limit on the amount of compensation we may deduct for federal income tax purposes in any year with respectpaid to our CEO and to certain executive officers. Certain performance-basedof our other NEOs. This limitation does not apply to compensation and certainthat qualifies under applicable regulations as “performance-based.” The Compensation Committee considers Section 162(m) when making compensation decisions, but reserves its discretion to award compensation that is not deductible when necessary to achieve other stockholder-approved compensation are not subject to the deduction limit. We believe we have qualified certain compensation for deductibility under Code Section 162(m), including certain executive officer compensation expense related to incentive compensation under our 2011 Plan. We may from time to time pay compensation to our executive officers that may not be deductible for federal income tax purposes if consistent with our executive compensation philosophy and objectives.

Restrictions on Pledging Common Stock Awards and Abusive Trading Practices

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. 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 Committee Report

In 2014,2015, our Compensation Committee was composed entirely of independent directors, as defined by NASDAQ Listing Rule 5605(d)(2)(A), our Director Independence Standards, and Exchange ActRule 10C-1(b)(1). The Compensation Committee consists of Messrs. Kneeland (Chair), Davidson and Doheny and Hoffman.Ms. Nazemetz.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis and, based upon such review and discussion, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in our Annual Report on Form 10-K for the year ended December 31, 2015 and this proxy statement.

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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.

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Executive Compensation

The tables below provide information on our NEO compensation in 2015, 2014 2013 and 2012.2013.

Summary Compensation Table

2015 Grants

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2014 Grants

Name		Shares				Grant Date				Closing Price ($)
James L. Welch			153,393				2/25/2014				22.65
			280,615				12/30/2014				22.74
Jamie G. Pierson			93,363				2/25/2014				22.65
			178,859				12/30/2014				22.74
Darren D. Hawkins			30,000				3/4/2014				24.57
Scott D. Ware			10,000				3/4/2014				24.57

Amounts for 2013 represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of Common Stock and time-vested restricted Common Stock granted to our NEOs on February 26, 2013. For Messrs. Welch and Pierson, and Ms. Friel, amounts for 2013 represent the Common Stock awarded in 2013 for 2012 performance presented in accordance with FASB ASC Topic 718, and the Common Stock awarded in 2013 as make up awards, as described in footnote (a) below. The fair value of each grant is determined using the closing market price of our Common Stock on the grant date. The number of shares of Common Stock and restricted Common Stock awarded to each of the executives, the grant date determined in accordance with FASB ASC Topic 718, and the closing price of our Common Stock on the grant date are as follows:

2013 Grants

Amounts for 2012 represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 of time-vested restricted Common Stock granted to Mr. Welch and Ms. Friel on February 20, 2012. For Mr. Welch, amounts for 2012 represent the Common Stock awarded in 2012 for 2011 performance presented in accordance with FASB ASC Topic 718. The fair value of each grant is determined using the closing market price of our Common Stock on the grant date. The number of shares of restricted Common Stock awarded to each of the executives, the grant date determined in accordance with FASB ASC Topic 718, and the closing price of our Common Stock on the grant date are as follows:

2012 Grants

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aggregate value of Ms. Friel’s pension benefits decreased by $28,000.$126,000. The decrease was due to an increase in the interest rate used to calculate the present value of the benefits. The increase in benefits in 2012 was due to a decrease in the interest rate used to calculate the present value of the benefits. The monthly benefit payable at retirement did not increase.

(4)	All other compensation for 20142015 includes the following: