Frank Lonegro
About Frank A. Lonegro
Independent director at Duos Technologies Group (DUOT) since July 19, 2023; age 56; Audit Committee member and designated audit committee financial expert. Currently President, Chief Executive Officer, and Director of Landstar System, Inc. (since February 2024); previously EVP/CFO at Beacon Roofing Supply (2020–early 2024) and EVP/CFO at CSX Corporation (2015–2019), with prior executive roles in technology and operations at CSX .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CSX Corporation | Executive Vice President & Chief Financial Officer | 2015–2019 | Prior leadership in technology and operations (President of CSX Technology; VP Service Design; VP Mechanical) |
| Beacon Roofing Supply, Inc. | Executive Vice President & Chief Financial Officer | 2020–early 2024 | Fortune 500 distributor; NASDAQ-listed |
| CSX Corporation | President of CSX Technology; VP Service Design; VP Mechanical | Pre-2015 roles (earlier in tenure) | Technology and ops leadership |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| Landstar System, Inc. (Nasdaq: LSTR) | President, CEO, and Director | Feb 2024 | Technology-focused integrated transportation provider based in Jacksonville, FL |
Board Governance
- Independence: Board affirmatively determined Lonegro is independent under NASDAQ standards .
- Committee assignments: Audit Committee member; Audit Chair is Ned Mavrommatis; Compensation Chair is James Craig Nixon; Corporate Governance Chair is James Craig Nixon (2025) .
- Expertise designation: Audit committee financial expert (Item 407(d)(5) of Reg S-K) .
- Board activity: Board met 8 times in 2024; Audit Committee held 4 telephonic meetings in 2024 . Board met 6 times in 2023 .
- Legal proceedings: None disclosed for directors in last 10 years .
Fixed Compensation
- Policy: Independent directors receive $40,000 annually; additional $10,000 for a committee chair; paid 40% cash and 60% stock/options unless a director elects up to 100% stock .
- Lonegro elected to receive 100% in stock .
| Year | Cash Fees ($) | Stock/Option Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $0 | $18,065 | $18,065 |
| 2024 | $0 | $40,000 | $40,000 |
Performance Compensation
- No performance-based pay, bonus, PSUs, or options disclosed for directors; equity is an annual grant, not tied to performance metrics .
| Component | Disclosed? | Notes |
|---|---|---|
| Annual bonus / performance metrics (TSR, EBITDA, ESG) | No | Director compensation is retainer-based with equity mix |
| PSUs / performance-vesting awards | No | Not disclosed for directors |
Other Directorships & Interlocks
- Related-party exposure: Duos used Landstar for shipping services (e.g., transporting an Edge Data Center to an Amtrak site). Expenses: $64,686 (2024) and $33,812 (2023); amounts payable: $21,674 (12/31/2024) and $395 (12/31/2023). Lonegro was not involved in vendor selection; did not participate in Board discussions/votes on Landstar transactions; terms reviewed/approved by management .
| Year | Counterparty | Nature | Amount ($) | Approval/Participation |
|---|---|---|---|---|
| 2023 | Landstar System, Inc. | Shipping services | $33,812 | Lonegro recused; management approval |
| 2024 | Landstar System, Inc. | Shipping services | $64,686 | Lonegro recused; management approval |
| 12/31/2023 | Landstar System, Inc. | Accounts payable | $395 | n/a |
| 12/31/2024 | Landstar System, Inc. | Accounts payable | $21,674 | n/a |
Expertise & Qualifications
- Deep CFO experience (CSX; Beacon) with finance, law, technology, and operations leadership; designated audit committee financial expert .
- Proven track record in transforming organizations and shareholder value per Board biography .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Common Stock |
|---|---|---|
| Aug 5, 2024 | 10,682 | <1% |
| Apr 4, 2025 | 37,152 | <1% |
- Ownership guidelines/pledging/hedging: Not disclosed for directors .
- Section 16 compliance: All required filings timely for 2024 (exception noted only for Mr. Nixon); 2023 late filings noted for Mr. Ferry and Mr. Murphy (no issues cited for Lonegro) .
Governance Assessment
- Independence and financial oversight: Lonegro strengthens board effectiveness via Audit Committee service and audit committee financial expert designation; independence affirmed by Board .
- Alignment: Elected 100% equity for director compensation (no cash), which aligns interests with shareholders; default director comp structure already equity-heavy .
- Attendance/engagement: Board and Audit Committee met regularly in 2024 (8 Board; 4 Audit); per-director attendance rates are not disclosed .
- Potential conflicts: Landstar vendor transactions are a related-party exposure; mitigants include Lonegro’s recusal and management review/approval. Monitor ongoing Landstar usage and ensure committee-level oversight of related party transactions remains robust. RED FLAG potential if volumes or terms expand without independent oversight .
- Board size and capacity: Board reduced to four directors in 2025, concentrating committee responsibilities (Audit: 3; Compensation: 2; Corporate Governance: 2), which may increase workload on independents; ensure succession planning and committee resourcing remains adequate .
- Controls and policies: Compensation Committee oversees clawback policy (Policy for the Recovery of Erroneously Awarded Compensation), which supports governance rigor .
Overall, Lonegro’s finance/operations pedigree and equity-only compensation choice are positive alignment signals. The Landstar related-party transactions warrant continued monitoring and transparent committee oversight to avoid confidence erosion if scope grows .