LANDSTAR SYSTEM INC (LSTR)
Sector: Industrials
2026 Annual Meeting Analysis
LANDSTAR SYSTEM INC · Meeting: May 5, 2026
Directors FOR
2
Directors AGAINST
7
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Dr. Akbari has served since 2013, giving her full accountability for the 3-year period during which Landstar's stock returned -2.9% while its disclosed peer group returned +22.0% on average — a gap of 24.9 percentage points, exceeding the 20-point trigger for directors overseeing a company with a negative absolute 3-year return; the 5-year record (LSTR +4.4% vs peers +45.3%, a 40.9pp gap) does not provide the mitigating relief needed to downgrade this vote to FOR.
Mr. Bannister has served since 1991, making him fully accountable for the 3-year underperformance period; Landstar's stock returned -2.9% versus the peer group median of +22.0% (a 24.9pp gap above the 20pp trigger), and the 5-year check shows a 40.9pp gap that also exceeds the applicable threshold, so there is no long-term mitigant available.
Mr. Liang has served since March 2022, which covers most of the 3-year underperformance window; Landstar's stock returned -2.9% against the peer group's +22.0% median (a 24.9pp gap exceeding the 20pp trigger), and since he does not have a full 5-year tenure to invoke the mitigant, the 3-year trigger results in an AGAINST vote.
Mr. Lonegro has served as a director since February 2024, which is more than 24 months, so he is not fully exempt from the TSR trigger; his tenure overlaps with the ongoing underperformance period (peer group outperformance of 24.9pp exceeds the 20pp threshold), and as CEO and director he bears primary responsibility for the company's performance trajectory — this AGAINST vote as director is evaluated independently of the Say on Pay vote.
Ms. Murphy has served since 1998 and as Non-Executive Chairman since 2015, making her the most senior overseer of the company's strategic direction; the 3-year TSR gap of 24.9pp exceeds the 20pp trigger, and the 5-year gap of 40.9pp also exceeds the applicable 35pp threshold for a company with low-positive absolute 5-year TSR, so no mitigant applies.
Mr. Scanlon has served since May 2017 and chairs the Strategic Planning Committee, giving him meaningful responsibility for the company's direction over the full underperformance period; both the 3-year gap (24.9pp vs 20pp trigger) and 5-year gap (40.9pp vs 35pp threshold) exceed their respective thresholds, so no long-term mitigant is available.
Ms. White has served since March 2022, covering most of the 3-year underperformance window; the peer group gap of 24.9pp exceeds the 20pp trigger for a company with negative absolute 3-year TSR, and since she does not have a full 5-year tenure to invoke the mitigant, the 3-year trigger results in an AGAINST vote.
For Analysis
Mr. Blanton joined the board in October 2025 and has been a director for less than 24 months, so he is exempt from the TSR underperformance trigger under the policy; he brings relevant technology and strategic advisory expertise appropriate for Landstar's business.
Ms. Hart joined the board in October 2025 and has been a director for less than 24 months, so she is exempt from the TSR underperformance trigger; she brings CFO-level financial expertise and audit committee financial expert credentials that are directly relevant to her board role.
The TSR underperformance trigger fires for the Landstar board: over the past 3 years, Landstar's stock returned -2.9% while the company's own disclosed peer group returned +22.0% on average, a gap of 24.9 percentage points that exceeds the 20pp threshold applicable when absolute 3-year stock returns are negative. The 5-year check (LSTR +4.4% vs peer median +45.3%, a 40.9pp gap exceeding the 35pp threshold for low-positive absolute TSR) does not provide a mitigant for long-tenured directors. Two newly appointed directors (Blanton and Hart, both joining October 2025) are exempt from the trigger under the 24-month new-director rule and receive FOR votes. All other seven directors — including CEO Lonegro whose tenure exceeds 24 months — receive AGAINST votes based on their overlap with the underperformance period.
Say on Pay
✓ FORCEO
Frank A. Lonegro
Total Comp
$4,574,887
Prior Support
47%%
The prior year's Say on Pay vote came in at only 47% support — well below the 70% threshold that would normally trigger an automatic AGAINST vote unless the company made visible changes — but Landstar responded with substantial and documented action: the board's compensation committee chair personally met with shareholders representing over 40% of shares outstanding, engaged a new independent compensation consultant (FW Cook), and made concrete structural changes to both the short-term and long-term incentive programs for 2026. The core concern from shareholders was the $10 million reported value of the one-time sign-on performance stock award granted to Mr. Lonegro in February 2024, but that award pays out nothing unless the stock price achieves a challenging 9% compounded annual growth rate over a 6-to-10 year period — it is genuine pay-for-performance, not guaranteed compensation. With CEO total pay of approximately $4.6 million for 2025 (a year in which no cash bonuses were paid because earnings targets were not met), a compensation structure that is predominantly variable and performance-linked, and a demonstrated and credible response to the prior vote, the overall program meets the policy standard for a FOR vote.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing text provided does not include an auditor fee table or a disclosure of how long KPMG has served as Landstar's auditor; under the policy, the tenure trigger and non-audit fee ratio test each require confirmed data to fire, so both default to FOR — no other disqualifying conditions (restatements, auditor adequacy concerns) are evident, and KPMG is a Big 4 firm appropriate for a $5.4 billion company.
Overall Assessment
The 2026 Landstar annual meeting features three standard proposals; the most significant issue is persistent stock price underperformance relative to the company's own disclosed peer group — Landstar returned -2.9% over three years versus the peer median of +22.0%, a 24.9pp gap that triggers AGAINST votes for seven of nine director nominees (the two directors appointed in October 2025 are exempt as new directors), while the Say on Pay vote earns a FOR based on the company's genuine and well-documented response to last year's 47% support outcome and the CEO's modest base pay combined with heavily contingent long-term incentive structure. The auditor ratification also receives a FOR, with no fee table or tenure disclosure available to trigger the non-audit or tenure screens.
Compensation Peer Group
13 companies disclosed in 2026 proxy filing