Monitor the upcoming shareholder vote on executive compensation, as the company is attempting to regain trust after a disappointing 2025 Say-on-Pay vote. The success of this compensation package will depend on investor confidence in the company's long-term growth strategy.
Price Chart
Executive Summary
Landstar System has filed a supplemental proxy statement to address shareholder concerns about CEO Frank Lonegro's $10 million long-term performance award. The company emphasizes that the award is all-or-nothing and requires the stock price to reach $316.54/share (a 9% annual growth over 6-10 years) to vest, creating significant shareholder value before the CEO realizes any value. This filing follows recent executive changes and aims to gain shareholder approval for executive compensation.
Key Facts
- CEO Frank Lonegro received a $10 million all-or-nothing long-term performance award tied to TSR goals
- The award requires Landstar's stock price to reach $316.54/share (a 9% annual growth over 6-10 years) to vest
- The current stock price ($172.87) is well below the $316.54 threshold, so the award has zero current value
- The company committed to no future off-cycle special equity awards for the CEO's tenure
- This filing follows the recent resignation of Vice President Michael Kneller
Financial Impact
The $10 million CEO award is contingent on achieving $4.6B in incremental shareholder value creation
Risk Factors
- Shareholder approval of executive compensation is not guaranteed despite the company's responsiveness efforts
- The CEO's award could create significant dilution if the stock price reaches the vesting threshold
- Investor skepticism about executive pay practices could persist despite the company's transparency efforts
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEFA14A Filing (Primary) | 0001193125-26-164290 |
| Document: 0001193125-26-164290-index-headers.html | 0001193125-26-164290 |
| Document: 0001193125-26-164290-index.html | 0001193125-26-164290 |
| Document: 0001193125-26-164290.txt | 0001193125-26-164290 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Jul 28, 2026 9w ago | 8-K | $177.83 $181.63 | ▲ +2.14% | ▼ −2.88% | $173.40 (−2.49%) |
Jul 23, 2026 10w ago | 8-K | $200.28 $186.58 | ▼ −6.84% | ▼ −10.47% | $173.40 (−13.42%) |
Apr 28, 2026 22w ago | 8-K | $184.38 $202.70 | ▲ +9.94% | ▲ +3.89% | $173.40 (−5.96%) |
Apr 20, 2026 23w ago | DEFA14A | $178.50 $179.11 | ▲ +0.34% | ▼ −4.58% | $173.40 (−2.86%) |
Apr 14, 2026 24w ago | Press Release | $168.55 $178.92 | ▲ +6.15% | ▼ −0.15% | $173.40 (+2.88%) |
Apr 2, 2026 26w ago | 8-K | $163.16 $184.07 | ▲ +12.81% | ▲ +2.94% | $173.40 (+6.27%) |
Apr 2, 2026 26w ago | Press Release | $163.16 $184.07 | ▲ +12.81% | ▲ +2.94% | $173.40 (+6.27%) |
US Market Status
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