Anthony J. Orlando

About Anthony J. Orlando

Anthony J. Orlando (age 65) has served as an independent director of Landstar System, Inc. since May 2015; he is currently a private investor and previously was President and CEO of Covanta Holding Corporation (2004–2015). He holds an MBA in Finance from Seton Hall University and is designated by the Board as an SEC “audit committee financial expert.”

Past Roles

External Roles

Board Governance

• Independence and tenure: The Board classifies Orlando as an “independent director” under Nasdaq and SEC rules; he has served since May 2015. Independent Directors held six executive sessions in 2024; all directors attended the 2024 annual meeting and each director attended at least 75% of Board and committee meetings in 2024.
• Committees and chair roles (FY2024 meetings shown):
  • Audit Committee – Chair; 10 meetings (appoints auditor; oversees financial reporting, ICFR, internal audit, complaints procedures; pre-approves non-audit services).
  • Compensation Committee – Member; 4 meetings.
  • Nominating & ESG Committee – Member; 2 meetings (Board/committee evaluations; director nominations; governance; ESG oversight).
  • Strategic Planning Committee – Member; 5 meetings (reviews objectives, annual operating plan used for incentive “threshold”).
  • Safety & Risk Committee – Member; 3 meetings (safety, ERM, insurance, cybersecurity oversight).
• Audit committee expertise: The Board determined Orlando meets SEC criteria as an “audit committee financial expert.”
• Board structure: Non-executive Chair separate from CEO; full committees of independent directors; Board declassified beginning with 2025 (all directors elected annually).

Fixed Compensation (Director)

Policy: For FY2024, independent directors receive a $100,000 annual cash fee; no additional fees for committee service or chair roles. The non-executive Chair receives an additional $50,000. Each independent director also receives a restricted stock grant sized at $150,000 on the first business day after the annual meeting; shares vest at the next annual meeting.

2024 and 2023 director compensation for Orlando:

Grant mechanics and vesting (equity):

• 2024 grant: 830 restricted shares (FMV $180.70 on 5/8/2024); vest at the 2025 annual meeting.
• 2023 grant: 851 restricted shares (FMV $176.25 on 5/11/2023); vest at the 2024 annual meeting.
• No meeting fees; reasonable expenses reimbursed.

Ownership guideline and hedging:

• Directors are expected to hold at least 5x the annual cash fee within five years; as of March 21, 2025, each director serving ≥5 years (including Orlando) was in compliance. Hedging and pledging of company stock by directors is prohibited.

Compensation mix (2024): ~56% equity ($149,981), 37% cash ($100,000), 6% dividends/dividend equivalents ($17,219), reinforcing alignment with shareholders.

Performance Compensation

• Independent director equity is time-based restricted stock sized at a fixed $150,000 grant value; vesting occurs at the next annual meeting—no performance conditions apply to director equity. 2024 grant: 830 restricted shares (FMV $180.70) vest at the 2025 annual meeting.

Other Directorships & Interlocks

• Prior public boards: Covanta (2005–2017), Contura Energy (2017–2019).
• Compensation Committee interlocks: None—no Landstar executive served on another company’s committee/board where that entity’s executive served on Landstar’s Board or Compensation Committee during 2024.

Expertise & Qualifications

• Audit & finance: SEC-designated audit committee financial expert; CEO experience supervising principal financial/accounting officer and overseeing external auditors.
• Education: MBA (Finance), Seton Hall University.
• Operating leadership: Former CEO of Covanta; extensive strategic, operational, and financial experience.
• Board skillset: The Board’s matrix highlights broad financial/accounting, capital allocation, operational, risk management, and executive compensation experience across directors; Orlando’s background aligns with these competencies.

Equity Ownership

• Policy signals: Hedging and pledging prohibited for directors; reinforces alignment.
• Compliance: Directors with ≥5 years of service (including Orlando) in compliance with 5x fee ownership guideline as of March 21, 2025.

Governance Assessment

• Strengths

  • Independence and workload: Independent director serving as Audit Committee Chair with 10 meetings in 2024, indicating meaningful oversight engagement.
  • Financial expertise: SEC “audit committee financial expert” designation enhances audit quality and investor confidence.
  • Shareholder alignment: Material equity component (~56% of total 2024 director compensation) and strict anti-hedging/pledging policy; directors meet ownership guidelines.
  • Board quality signals: Declassification to annual elections in 2025 enhances accountability; regular independent executive sessions (six in 2024).
  • Compensation governance: No committee chair fees (unusual among peers) reduces financial incentives tied to committee assignments.
  • Say-on-pay support (contextual): 96% approval at 2024 annual meeting suggests broad investor support for pay practices.

• Watch items / potential conflicts

  • Related party transactions: The sections reviewed do not disclose any related-party transactions involving directors; continue to monitor annual proxy disclosures.
  • Auditor independence: Audit Committee pre-approves non-audit services; KPMG billed only audit fees in 2024 (no tax/other fees), a positive independence indicator.

• Overall view: Orlando’s long-tenured, independent oversight, audit chairmanship, and financial expert status, combined with equity-heavy director pay and strict anti-hedging policy, support board effectiveness and investor alignment. Continued transparency on related-party matters and sustained high say-on-pay support are constructive signals.