David G. Bannister
LANDSTAR SYSTEMAbout David G. Bannister
David G. Bannister (age 69) is an independent director of Landstar System, Inc., serving on the Board since April 1991. He is currently a private investor and brings deep finance, accounting, and strategy expertise from senior roles at FTI Consulting, Deutsche Bank Alex. Brown, and earlier public accounting; the Board designates him as an SEC “audit committee financial expert.” He is independent under NASDAQ rules and the company’s criteria, and has more than 30 years of service on Landstar’s Board, providing extensive historical and sector context .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FTI Consulting, Inc. (NYSE: FCN) | Chairman, North America; EVP & CFO; EVP–Corp. Dev. & CAO; EVP–Corp. Dev.; SVP–Business Development | 2005–2014 (CFO Mar 2010–Apr 2011; Chairman NA effective Apr 1, 2011) | Led operating/profitability of client-service segments; responsible for budgeting and strategic growth; extensive operating strategy and global expansion work . |
| Grotech Capital Group, Inc. | General Partner | 1998–2003 | Private equity/venture investing experience . |
| Deutsche Bank Alex. Brown Incorporated | Managing Director (investment banking focused on transportation) | Pre–May 1998 | Transportation-sector banking expertise . |
| Deloitte, Haskins & Sells | Certified Public Accountant; Audit Manager (earlier career) | Not disclosed | Financial reporting/audit experience; forms basis for “audit committee financial expert” designation . |
External Roles
| Category | Detail |
|---|---|
| Current public company directorships | None disclosed in Landstar’s 2025 proxy for Mr. Bannister (other directors’ external boards are listed when applicable) . |
| Compensation committee interlocks | None. Company discloses no interlocks involving Compensation Committee members in FY2024 . |
Board Governance
- Independence status: Independent director under NASDAQ Listing Rule 5605 and Item 407(a) of Regulation S‑K .
- Audit committee financial expert: Yes (SEC criteria) .
- Attendance: Board held 9 meetings in FY2024; each director serving in 2024 attended at least 75% of Board and committee meetings; all current directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors met in executive session 6 times in FY2024 .
| Committee | Role | FY2024 Meetings |
|---|---|---|
| Compensation Committee | Chairman | 4 |
| Audit Committee | Member | 10 |
| Nominating & ESG Committee | Member | 2 |
| Safety & Risk Committee | Member | 3 |
| Strategic Planning Committee | Member | 5 |
Fixed Compensation
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual cash retainer | $100,000 (FY2024) | Paid to each independent director . |
| Committee chair fees | $0 incremental | No additional fees for committee chairs; only non-exec Chair of the Board receives an extra $50,000 (not applicable to Bannister) . |
| Meeting fees | $0 | No per‑meeting fees . |
| All other compensation | $2,580 | Cash dividends paid on unvested director restricted stock in 2024 . |
Performance Compensation
| Grant date | Instrument | Shares/Units | Grant date FMV | Vesting | Performance metric(s) |
|---|---|---|---|---|---|
| May 8, 2024 | Restricted stock (director plan) | 830 | $149,981 | Vests at the next Annual Meeting following the 2024 Annual Meeting (i.e., 2025 Annual Meeting) | None; time‑based only . |
- Policy: Each independent director was entitled to an annual grant equal to $150,000 ÷ share FMV ($180.70 on May 8, 2024), rounded to whole shares; the 2024 grant was 830 restricted shares for Mr. Bannister .
Other Directorships & Interlocks
| Type | Details |
|---|---|
| Interlocks with management of other companies | None reported for FY2024 (Compensation Committee interlocks disclosure) . |
| Sector/vendor/counterparty interlocks | None disclosed for Mr. Bannister in the 2025 proxy . |
Expertise & Qualifications
- Audit/financial reporting: CPA background; designated “audit committee financial expert” by the Board .
- Capital allocation/finance and investment: Skills matrix identifies capital allocation/financing/investment experience .
- Risk management and insurance: Identified skill area .
- Industry/operational and sales/marketing exposure; communications/brand management: Identified skill areas .
- Public company executive compensation oversight: Identified skill area; chairs Compensation Committee .
Equity Ownership
| Measure (as of March 21, 2025 unless noted) | Amount |
|---|---|
| Total beneficial ownership (shares) | 24,645 |
| Ownership as % of shares outstanding | <1% (per proxy table) |
| Unvested director restricted shares outstanding at Dec 28, 2024 | 830 |
| Hedging/pledging policy | Prohibited for directors under Insider Trading Policy |
| Director ownership guideline | ≥5x annual cash retainer within 5 years; directors with ≥5 years’ service are in compliance |
Governance Assessment
- Independence and expertise: Independent director; SEC “audit committee financial expert,” enhancing oversight credibility over financial reporting and controls .
- Engagement: Chairs Compensation Committee; serves on Audit, Nominating & ESG, Safety & Risk, and Strategic Planning; Board/committee meeting cadence robust (Audit 10; Safety & Risk 3; Strategic Planning 5; Compensation 4; Nominating & ESG 2) .
- Ownership alignment: Holds 24,645 shares (<1%); director equity grants are in stock and subject to time‑based vesting; hedging/pledging prohibited; director ownership guidelines in place and met by those with 5+ years’ service .
- Pay-for-performance signals: As Compensation Chair, oversight encompassed 2024 outcomes where no annual ICP bonuses were paid due to earnings undershooting the threshold; prior say‑on‑pay support was strong (≈96% in 2024) .
- Process quality: Compensation Committee uses an external consultant; independence review indicated no conflicts of interest .