UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934

Release No. 98306 / September 7, 2023

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4455 / September 7, 2023

ADMINISTRATIVE PROCEEDING

File No. 3-21621

In the Matter of

BRET NAGGS,

Respondent.

ORDER INSTITUTING PUBLIC

ADMINISTRATIVE PROCEEDINGS

PURSUANT TO RULE 102(e) OF THE 

COMMISSION’S RULES OF PRACTICE, 

MAKING FINDINGS, AND IMPOSING 

REMEDIAL SANCTIONS

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate and in the 

public interest that public administrative proceedings be, and hereby are, instituted against Bret 

Naggs (“Respondent” or “Naggs”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of 

Practice.1 

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over him and the subject matter of these 

proceedings, and the findings contained in Section III.3 below, which are admitted, Respondent 

consents to the entry of this Order Instituting Public Administrative Proceedings Pursuant to Rule 

1 Rule 102(e)(3)(i) provides, in relevant part, that:

The Commission, with due regard to the public interest and without preliminary hearing, 

may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has 

been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his 

or her misconduct in an action brought by the Commission, from violating or aiding and abetting 

the violation of any provision of the Federal securities laws or of the rules and regulations 

thereunder.
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102(e) of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial 

Sanctions (“Order”), as set forth below. 

III.

On the basis of this Order and Respondent’s Offer, the Commission finds that:

1. Naggs, age 57, has been a certified public accountant licensed to practice in the State 

of Wisconsin. The license is currently expired. From July 2014 through October 2015, Naggs

served as a Controller for the Truckload Logistics segment of Roadrunner Transportation Systems, 

Inc. (“Roadrunner”).

2. Roadrunner is a shipping and logistics company incorporated in Delaware. From in 

or around 2010 to in or around March 2017, Roadrunner’s corporate headquarters was in Cudahy, 

Wisconsin. From 2010 through early 2020, Roadrunner’s common stock was registered with the 

Commission pursuant to Section 12(b) of the Securities Exchange Act of 1934 (“Exchange Act”) 

and was quoted under the symbol “RRTS” on the New York Stock Exchange (“NYSE”). On April 

6, 2020, Roadrunner filed a Form 25 withdrawing its common stock from listing on the NYSE and 

on April 17, 2020 filed s Form 15 terminating its common stock from registration under Section 

12(g) of the Exchange Act.

3. On August 31, 2023, a final judgment was entered against Naggs by consent, 

permanently enjoining him from aiding and abetting violations of Sections 13(a) and 13(b)(2)(A), 

of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, 13a-13 thereunder, and from future 

violations of Section 13(b)(5) of the Exchange Act and Rule 13b2-1 thereunder, in the civil action 

entitled United States Securities and Exchange Commission v. Peter Armbruster et al., Civil 

Action Number 19-cv-481, in the United States District Court for the Eastern District of 

Wisconsin. Naggs also was ordered to pay a $17,500 civil money penalty. Naggs consented to the 

entry of a final judgment in the matter without admitting or denying the allegations of the 

complaint.

4. The Commission’s complaint alleged, among other things, that during Naggs’ tenure 

as a Controller of Roadrunner from July 2014 to October 2015, Roadrunner submitted financial 

statements that were materially false and did not fairly or accurately reflect the company’s financial 

situation. The complaint also alleged that Naggs and others knowingly or recklessly provided 

substantial assistance to Roadrunner in the filing of its financial statements. In addition, the 

complaint alleged that Naggs and others knowingly or recklessly provided substantial assistance to 

Roadrunner in its failure to make and keep books, records and accounts that accurately and fairly 

reflected its transactions and disposition of assets, knowingly circumvented Roadrunner’s system of 

internal accounting controls, and knowingly falsified or caused to be falsified Roadrunner’s books, 

records and accounts. 
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IV.

In view of the foregoing, the Commission deems it appropriate and in the public interest to 

impose the sanction agreed to in Respondent Naggs’ Offer.

Accordingly, it is hereby ORDERED, effective immediately, that:

A. Bret Naggs is suspended from appearing or practicing before the Commission as an 

accountant. 

B. After one (1) year from the date of the Order, Respondent may request that the 

Commission consider Respondent’s reinstatement by submitting an application to the attention of 

the Office of the Chief Accountant.

C. In support of any application for reinstatement to appear and practice before the 

Commission as a preparer or reviewer, or a person responsible for the preparation or review, of 

financial statements of a public company to be filed with the Commission, other than as a member 

of an audit committee, as that term is defined in Section 3(a)(58) of the Exchange Act, Respondent 

shall submit a written statement attesting to an undertaking to have Respondent’s work reviewed 

by the independent audit committee of any public company for which Respondent works or in 

some other manner acceptable to the Commission, as long as Respondent practices before the 

Commission in this capacity and will comply with any Commission or other requirements related 

to the appearance and practice before the Commission as an accountant.

D. In support of any application for reinstatement to appear and practice before the 

Commission as a member of an audit committee, as that term is defined in Section 3(a)(58) of the 

Exchange Act, as a preparer or reviewer, or as a person responsible for the preparation or review, 

of any public company’s financial statements that are filed with the Commission, Respondent shall 

submit a statement prepared by the audit committee(s) with which Respondent will be associated,

including the following information:

1. A summary of the responsibilities and duties of the specific audit committee(s) 

with which Respondent will be associated;

2. A description of Respondent’s role on the specific audit committee(s) with 

which Respondent will be associated;

3. A description of any policies, procedures, or controls designed to mitigate any 

potential risk to the Commission by such service; 

4. A description relating to the necessity of Respondent’s service on the specific 

audit committee; and
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5. A statement noting whether Respondent will be able to act unilaterally on behalf 

of the Audit Committee as a whole. 

E. In support of any application for reinstatement to appear and practice before the 

Commission as an independent accountant (auditor) before the Commission, Respondent must be 

associated with a public accounting firm registered with the Public Company Accounting 

Oversight Board (the “PCAOB”) and Respondent shall submit the following additional 

information:

1. A statement from the public accounting firm (the “Firm”) with which 

Respondent is associated, stating that the firm is registered with the PCAOB in 

accordance with the Sarbanes-Oxley Act of 2002;

2. A statement from the Firm with which the Respondent is associated that the 

Firm has been inspected by the PCAOB and that the PCAOB did not identify 

any criticisms of or potential defects in the Firm’s quality control system that 

would indicate that Respondent will not receive appropriate supervision; and

3. A statement from Respondent indicating that the PCAOB has taken no 

disciplinary actions against Respondent since seven (7) years prior to the date of 

the Order other than for the conduct that was the basis for the Order.

F. In support of any application for reinstatement, Respondent shall provide 

documentation showing that Respondent is currently licensed as a certified public accountant 

(“CPA”) and that Respondent has resolved all other disciplinary issues with any applicable state 

boards of accountancy. If Respondent is not currently licensed as a CPA, Respondent shall provide 

documentation showing that Respondent’s licensure is dependent upon reinstatement by the 

Commission. 

G. In support of any application for reinstatement, Respondent shall also submit a 

signed affidavit truthfully stating, under penalty of perjury: 

1. That Respondent has complied with the Commission suspension Order, and 

with any related orders and undertakings, including any orders in SEC v. 

Armbruster, et al., 19-cv-481 (E.D. Wisc.), or any related Commission 

proceedings, including any orders requiring payment of disgorgement or 

penalties;

2. That Respondent undertakes to notify the Commission immediately in 

writing if any information submitted in support of the application for 

reinstatement becomes materially false or misleading or otherwise changes 

in any material way while the application is pending;
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3. That Respondent, since the entry of the Order, has not been convicted of a 

felony or a misdemeanor involving moral turpitude that would constitute a 

basis for a forthwith suspension from appearing or practicing before the 

Commission pursuant to Rule 102(e)(2); 

4. That Respondent, since the entry of the Order:

a. has not been charged with a felony or a misdemeanor involving moral 

turpitude as set forth in Rule 102(e)(2) of the Commission’s Rules of 

Practice, except for any charge concerning the conduct that was the 

basis for the Order;

b. has not been found by the Commission or a court of the United States to 

have committed a violation of the federal securities laws, and has not 

been enjoined from violating the federal securities laws, except for any 

finding or injunction concerning the conduct that was the basis for the 

Order; 

c. has not been charged by the Commission or the United States with a 

violation of the federal securities laws, except for any charge concerning 

the conduct that was the basis for the Order;

d. has not been found by a court of the United States (or any agency of the 

United States) or any state, territory, district, commonwealth, or 

possession, or any bar thereof to have committed an offense (civil or 

criminal) involving moral turpitude, except for any finding concerning 

the conduct that was the basis for the Order; and

e. has not been charged by the United States (or any agency of the United 

States) or any state, territory, district, commonwealth, or possession, 

civilly or criminally, with having committed an act of moral turpitude, 

except for any charge concerning the conduct that was the basis for the 

Order.

5. That Respondent’s conduct is not at issue in any pending investigation of

the Commission’s Division of Enforcement, the PCAOB’s Division of 

Enforcement and Investigations, any criminal law enforcement 

investigation, or any pending proceeding of a State Board of Accountancy, 

except to the extent that such conduct concerns that which was the basis 

for the Order.

6. That Respondent has complied with any and all orders, undertakings, or 

other remedial, disciplinary, or punitive sanctions resulting from any action 

taken by any State Board of Accountancy, or other regulatory body.
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H. Respondent shall also provide a detailed description of:

1. Respondent’s professional history since the imposition of the Order, including 

(a) all job titles, responsibilities and role at any employer;

(b) the identification and description of any work performed for entities 

regulated by the Commission, and the persons to whom Respondent reported for 

such work; and

2. Respondent’s plans for any future appearance or practice before the 

Commission.

I. The Commission may conduct its own investigation to determine if the foregoing 

attestations are accurate.

J. If Respondent provides the documentation and attestations required in this Order

and the Commission (1) discovers no contrary information therein, and (2) determines that 

Respondent truthfully and accurately attested to each of the items required in Respondent’s

affidavit, and the Commission discovers no information, including under Paragraph I, indicating 

that Respondent has violated a federal securities law, rule or regulation or rule of professional 

conduct applicable to Respondent since entry of the Order (other than by conduct underlying 

Respondent’s original Rule 102(e) suspension), then, unless the Commission determines that 

reinstatement would not be in the public interest, the Commission shall reinstate the respondent for 

cause shown.

K. If Respondent is not able to provide the documentation and truthful and accurate 

attestations required in this Order or if the Commission has discovered contrary information, 

including under Paragraph I, the burden shall be on the Respondent to provide an explanation as to 

the facts and circumstances pertaining to the matter setting forth why Respondent believes cause 

for reinstatement nonetheless exists and reinstatement would not be contrary to the public interest. 

The Commission may then, in its discretion, reinstate the Respondent for cause shown. 

L. If the Commission declines to reinstate Respondent pursuant to Paragraphs J and K, 

it may, at Respondent’s request, hold a hearing to determine whether cause has been shown to 

permit Respondent to resume appearing and practicing before the Commission as an accountant.

By the Commission.

Vanessa A. Countryman

Secretary