Aimee M. Cooper
LANDSTAR SYSTEMAbout Aimee M. Cooper
Aimee M. Cooper, 52, is Vice President and Chief Administrative Officer of Landstar System, Inc. and has served as an executive officer since July 2022, following progressively senior administrative and finance roles at Landstar subsidiaries since 2003 and a stint at an XPO Logistics subsidiary from 2009–2014 . She participates in enterprise risk oversight through the Management Risk Committee, which includes the VP and Chief Administrative Officer among its members . Company performance context: diluted EPS was $5.51 in 2024 versus $7.36 in 2023, and five‑year cumulative TSR was 70% versus 47% for the Dow Jones Transportation Index, underscoring long‑term value creation despite the recent freight downturn .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Landstar System Holdings, Inc. (LSHI) | Vice President, Transportation Administrative Services | May 2015 – Jul 2022 | Led administrative services supporting agent‑based transportation operations . |
| Landstar Transportation Logistics, Inc. | VP, Business Development & Analysis, Administration | Jan 2015 – May 2015 | Business development and analysis across administrative functions . |
| XPO Logistics subsidiary (formerly Landstar subsidiary sold to XPO in Dec 2013) | Vice President, Finance | Nov 2009 – Dec 2013 | Finance leadership post‑divestiture to XPO . |
| XPO Logistics subsidiary | Vice President | Dec 2013 – Oct 2014 | Continued executive role during integration period . |
| Landstar subsidiaries | Financial and administrative roles | Since 2003 | Progressive responsibilities across finance/admin within Landstar . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| XPO Logistics subsidiary | Vice President, Finance | Nov 2009 – Dec 2013 | Finance leadership at third‑party logistics operator . |
| XPO Logistics subsidiary | Vice President | Dec 2013 – Oct 2014 | Executive role following sale transition from Landstar . |
Fixed Compensation
- The proxy’s Summary Compensation Table covers “Named Executives” (CEO, former CEO, CFO, General Counsel, Presidents and CIO); Aimee M. Cooper is not listed, and her base salary, target bonus and actual bonus are not disclosed .
Performance Compensation
- Company ICP framework (applies to Named Executives): 2024 threshold diluted EPS $6.63; target $7.36 (equal to 2023 EPS); actual $5.51; no ICP payouts as threshold was not achieved .
- Company Regular RSU structure (principal long‑term vehicle for Named Executives): vesting based on average change in operating income and pre‑tax income/diluted share over the performance period; Performance Hurdle to Performance Multiple mapping: 0%→0%, 25%→50%, 50%→100% (target), 75%→150%, 100%→200% (max); vesting on 3rd–5th anniversaries; one‑year post‑vesting hold on shares from RSUs .
| ICP (FY 2024) | Metric | Value |
|---|---|---|
| Threshold EPS | $/share | $6.63 |
| Target EPS | $/share | $7.36 |
| Actual EPS | $/share | $5.51 |
| Payout outcome | Named Executives | No payments (below threshold) |
| RSU Performance Mapping | Performance Hurdle | Performance Multiple |
|---|---|---|
| Regular RSU Awards (company design) | 0% | 0% |
| 25% | 50% | |
| 50% (Target) | 100% | |
| 75% | 150% | |
| 100% (Max) | 200% |
Note: The proxy describes these programs for Named Executives; specific 2024 grants to Aimee M. Cooper are not disclosed .
Equity Ownership & Alignment
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 16,346 | As of Mar 21, 2025 . |
| Restricted shares subject to vesting | 1,428 | Included in beneficial ownership . |
| Shares outstanding | 34,946,479 | As of Mar 21, 2025 . |
| Ownership % of shares outstanding | ~0.0468% | 16,346 / 34,946,479 . |
| Section 16 compliance | Timely (no exceptions cited for Cooper) | Company indicates timely filings for executive officers; one exception noted for Mr. Miller . |
| Hedging/pledging policy | Hedging & pledging prohibited for certain leadership incl. Named Executives; employees prohibited from exchange‑traded derivatives of LSTR stock | Policy summary; not specific to Cooper’s pledging status . |
| Ownership guidelines | Named Executives: ≥4x salary within 5 years (CEO: ≥7x) | Applies to Named Executives; RSUs excluded from compliance calc . |
Employment Terms
- Key Executive Employment Protection Agreements (change‑in‑control severance) are described for the Named Executives only (multiples: CEO/CFO/GC/CIO 2×; President of LSHI 1×); no KEEPA is disclosed for Aimee M. Cooper .
- Clawback Policy (effective Oct 1, 2023) recoups “Incentive‑Based Compensation” upon an accounting restatement and applies to Named Executives; it covers ICP payouts and vesting under RSU/TSR awards .
- Management Risk Committee: includes the VP and Chief Administrative Officer among executive members overseeing enterprise risk; underscores involvement in ERM and operational risk governance .
Performance & Track Record (Company context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($USD) | $192,106,000 | $381,524,000 | $430,914,000 | $264,394,000 | $195,946,000 |
| Diluted EPS ($/share) | $4.98 | $9.98 | $11.76 | $7.36 | $5.51 |
| Cumulative TSR (5‑yr) | 70% | ||||
| Cumulative TSR – DJ Trans Index (5‑yr) | 47% | ||||
| Say‑on‑pay outcome (2024) | 96% approval | Advisory vote support |
Investment Implications
- Alignment: Cooper’s beneficial ownership of 16,346 shares (~0.047% of outstanding) indicates some economic alignment; her 1,428 unvested restricted shares are modest relative to total ownership, suggesting limited near‑term forced selling pressure upon vesting .
- Policy safeguards: Company policies limit misalignment risks via hedging/pledging restrictions and a clawback regime for incentive pay (for Named Executives), and her participation in enterprise risk oversight through the Management Risk Committee adds governance rigor around operational execution .
- Compensation transparency: As a non‑Named Executive, detailed cash/equity incentive metrics for Cooper are not disclosed; investors should monitor future proxies and Form 4 filings for grant activity and any disposition trends to assess retention and alignment shifts .