LANDSTAR SYSTEM INC
For the period ended May 16, 2025. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2025 · Filed Apr 4, 2025
LSTR$143.34-1.6%Stored close · as of Nov 6, 2026
Contents
Pay Versus Performance Table
| Year · SummaryCompensationTable Totalfor CurrentPEO (1) · CompensationActually Paidto CurrentPEO (2) · SummaryCompensationTable Totalfor FormerPEO (3) · CompensationActually Paidto FormerPEO (4) · AverageSummaryCompensationTable Totalfor Non-PEONamedExecutives (5) · AverageCompensationActually Paidto Non-PEONamedExecutives (6) · Value of Initial Fixed$100 Investment BasedOn: · Net Income (9) · DilutedEarnings perShare (10) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| TotalShareholderReturn (7) · Peer GroupTotalShareholderReturn (8) | ||||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) |
| 2024 | 13,374,405 | 10,825,294 | 738,296 | (2,217,085) | 1,236,754 | 466,402 | 170.13 | 146.58 | 195,946,000 | 5.51 |
| 2023 | 2,434,841 | 2,965,714 | 1,248,748 | 657,430 | 185.64 | 145.37 | 264,394,000 | 7.36 | ||
| 2022 | 4,574,748 | 2,935,420 | 1,796,669 | 1,281,181 | 153.21 | 122.45 | 430,914,000 | 11.76 | ||
| 2021 | 5,398,583 | 17,834,936 | 3,193,054 | 6,520,834 | 159.05 | 148.01 | 381,524,000 | 9.98 | ||
| 2020 | 2,699,091 | 4,945,811 | 1,231,859 | 1,175,865 | 122.56 | 114.50 | 192,106,000 | 4.98 | ||
| (1) | The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Lonegro, the Company’s current President and Chief Executive Officer and current PEO, for each corresponding year in the “Total” column of the Summary Compensation Table included in the section “Compensation of Named Executives” in this Proxy Statement. As Mr. Lonegro was hired on February 2, 2024, there was no compensation paid by the Company to Mr. Lonegro with respect to fiscal years 2023, 2022, 2021 or 2020. |
| (2) | The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Lonegro, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Lonegro during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Lonegro’s total compensation for each year to determine the compensation actually paid: |
| Year | ReportedSummaryCompensationTable Total forCurrent PEO | ReportedValue of EquityAwards (a) | EquityAwardAdjustments (b) | CompensationActually Paid toCurrent PEO |
|---|---|---|---|---|
| 2024 | 13,374,405 | 11,395,182 | 8,846,071 | 10,825,294 |
| (a) | The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |
|---|
| (b) | The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (v) the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The fair value of equity awards at each measurement date is computed in a manner consistent with the fair value methodology used to account for equity awards in the Company’s audited consolidated financial statements in accordance with generally accepted accounting principles and included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024. For restricted stock awards, the fair value as of the end of the covered fiscal year is computed as the unvested restricted shares outstanding as of the end of the covered fiscal year multiplied by the Company’s closing stock price as of the last business day of the covered fiscal year. For RSUs with a performance or market condition, the fair value as of the end of the covered fiscal year is computed based on the unvested RSUs expected to vest based on the most probable outcome of the performance or market condition for these awards multiplied by the Company’s closing stock price as of the last business day of the covered fiscal year or based on a Monte Carlo simulation model to determine fair value as of the end of the covered fiscal year. For stock awards vested during the covered fiscal year, the fair value at vesting is calculated as the number of shares vested multiplied by the average of the high and low stock prices on the vesting date. The amounts deducted or added in calculating the equity award adjustments are as follows: |
|---|
| Year | Year End FairValue ofEquity AwardsGranted in theYear | Year over YearChange in FairValue ofOutstandingand UnvestedEquity Awards | Year over YearChange in FairValue ofEquity AwardsGranted inPrior Yearsthat Vested inthe Year | Fair Value atthe End of thePrior Year ofEquity Awardsthat Failed toMeet VestingConditions inthe Year | Value ofDividends orother EarningsPaid on Stockor OptionAwards notOtherwiseReflected inFair Value orTotalCompensation | TotalEquityAwardAdjustments |
|---|---|---|---|---|---|---|
| 2024 | 8,846,071 | — | — | — | — | 8,846,071 |
| (3) | The dollar amounts reported in column (d) are the amounts of total compensation reported for Mr. Gattoni, the Company’s former President and Chief Executive Officer and former PEO, for each corresponding year in the “Total” column of the Summary Compensation Table included in the section “Compensation of Named Executives” in this Proxy Statement. |
| (4) | The dollar amounts reported in column (e) represent the amount of “compensation actually paid” to Mr. Gattoni, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Gattoni during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Gattoni’s total compensation for each year to determine the compensation actually paid, using the same methodology described above in Note 3: |
| Year | ReportedSummaryCompensationTable Total forFormer PEO | ReportedValue of EquityAwards | EquityAwardAdjustments (a) | CompensationActually Paid toFormer PEO |
|---|---|---|---|---|
| 2024 | 738,296 | — | (2,955,381) | (2,217,085) |
| 2023 | 2,434,841 | 1,429,840 | 1,960,713 | 2,965,714 |
| 2022 | 4,574,748 | 1,429,976 | (209,352) | 2,935,420 |
| 2021 | 5,398,583 | 1,429,787 | 13,866,140 | 17,834,936 |
| 2020 | 2,699,091 | 1,429,976 | 3,676,696 | 4,945,811 |
| (a) | The amounts deducted or added in calculating the equity award adjustments are as follows: |
|---|
| Year | Year EndFair Valueof EquityAwardsGranted inthe Year | Year overYearChange inFair Value ofOutstandingand UnvestedEquityAwards | Year overYearChange inFair Valueof EquityAwardsGranted inPrior Yearsthat Vestedin the Year | Fair Value atthe End ofthe PriorYear ofEquityAwards thatFailed toMeet VestingConditions inthe Year | Value ofDividends orotherEarnings Paidon Stock orOptionAwards notOtherwiseReflected inFair Value orTotalCompensation | TotalEquityAwardAdjustments |
|---|---|---|---|---|---|---|
| 2024 | — | — | (67,107) | (2,888,274) | — | (2,955,381) |
| 2023 | 536,991 | 828,295 | 595,427 | — | — | 1,960,713 |
| 2022 | 872,415 | (393,513) | (688,254) | — | — | (209,352) |
| 2021 | 3,066,905 | 10,203,279 | 595,956 | — | — | 13,866,140 |
| 2020 | 1,325,645 | 2,424,469 | (73,418) | — | — | 3,676,696 |
| (5) | The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s Named Executives as a group (excluding Mr. Lonegro and Mr. Gattoni) in the “Total” column of the Summary Compensation Table in each applicable year. The Named Executives (excluding Mr. Lonegro and Mr. Gattoni) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2024 and 2023, Messrs. Beacom, Coro, Kneller and Todd; (ii) for 2022, Messrs. Beacom, Coro, Kneller and Todd, and Federico L. Pensotti; (iii) for 2021, Messrs. Beacom, Coro, Kneller and Pensotti; and (iv) for 2020, Messrs. Beacom, Coro and Kneller, and L. Kevin Stout. |
| (6) | The dollar amounts reported in column (g) represent the average amount of “compensation actually paid” to the Named Executives as a group (excluding Mr. Lonegro and Mr. Gattoni), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Named Executives as a group (excluding Mr. Lonegro and Mr. Gattoni) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Named Executives as a group (excluding Mr. Lonegro and Mr. Gattoni) for each applicable year to determine the “compensation actually paid”, using the same methodology described above in Note 2: |
| Year | AverageReportedSummaryCompensationTable Total forNon-PEONamed Executives | AverageReportedValue ofEquity Awards | Average EquityAwardAdjustments (a) | AverageCompensationActually Paid toNon-PEONamed Executives |
|---|---|---|---|---|
| 2024 | 1,236,754 | 772,954 | 2,602 | 466,402 |
| 2023 | 1,248,748 | 772,928 | 181,610 | 657,430 |
| 2022 | 1,796,669 | 693,490 | 178,002 | 1,281,181 |
| 2021 | 3,193,054 | 723,584 | 4,051,364 | 6,520,834 |
| 2020 | 1,231,859 | 714,932 | 658,938 | 1,175,865 |
| (a) | The amounts deducted or added in calculating the total average equity award adjustments are as follows: |
|---|
| Year | AverageYear EndFair Valueof EquityAwardsGranted inthe Year | Year overYearAverageChange inFair Value ofOutstandingand UnvestedEquityAwards | Year overYearAverageChange inFair Valueof EquityAwardsGranted inPriorYears thatVested inthe Year | Average FairValue at theEnd of thePrior Yearof EquityAwards thatFailed toMeetVestingConditionsin the Year | AverageValue ofDividends orotherEarnings Paidon Stock orOptionAwards notOtherwiseReflected inFair Value orTotalCompensation | TotalAverageEquityAwardAdjustments |
|---|---|---|---|---|---|---|
| 2024 | 404,081 | (404,366) | 2,887 | — | — | 2,602 |
| 2023 | 268,399 | (178,137) | 91,348 | — | — | 181,610 |
| 2022 | 349,416 | 170,847 | (183,146) | (159,115) | — | 178,002 |
| 2021 | 1,342,266 | 2,684,379 | 24,719 | — | — | 4,051,364 |
| 2020 | 662,675 | 8,754 | (12,491) | — | — | 658,938 |
| (7) | This column illustrates the Cumulative TSR that would have been realized as of the end of the measurement period, assuming reinvestment of dividends throughout, by an investor who invested $100 in shares of Common Stock at the beginning of the measurement period. The measurement period for purposes of the calculation of Cumulative TSR is the period beginning as of the market close on the last trading day before the commencement of the Company’s 2020 fiscal year, the first year included in the Pay Versus Performance Table, and ending as of the end of each of the reported fiscal years. |
| (8) | Represents the TSR that would have been realized by an investor, assuming reinvestment of dividends, who invested $100 in the peer group at the beginning of the measurement period. The peer group used for this purpose is the following published industry index: the Dow Jones Transportation Stock Index. The peer group referred to throughout this Pay Versus Performance section is separate and distinct from the peer group referred to in “Compensation Discussion and Analysis” above. |
| (9) | The dollar amounts reported represent the amount of net income reflected in the Company’s audited consolidated financial statements for the applicable year. |
| (10) | The Company determined diluted earnings per share to be the Company Selected Measure, which in the Company’s assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link “compensation actually paid” to the Company’s Named Executive for the most recently completed fiscal year to Company performance. The dollar amounts reported represent the amount of diluted earnings per share reflected in the Company’s audited consolidated financial statements for the applicable year. |
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