Diana M. Murphy
LANDSTAR SYSTEMAbout Diana M. Murphy
Diana M. Murphy (age 68) is Landstar’s non‑executive Chairman since May 2015, previously Lead Independent Director (2012–2015), and has served on the Board since February 1998. Her background spans private equity (Managing Director, Rocksolid Holdings; Georgia Research Alliance Venture Fund; Chartwell Capital) and publishing, with extensive board leadership across public, private, and non‑profit organizations, including past President of the USGA .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rocksolid Holdings, LLC | Managing Director | Not disclosed | Private equity leadership; strategic planning, risk management |
| Georgia Research Alliance Venture Fund | Managing Director | 2012–2015 | Early‑stage investment oversight |
| Chartwell Capital Management Company | Managing Director | 1997–2007 | Private equity investing |
| Publishing industry | Senior management positions | ~15+ years (prior to 1997) | Operating leadership, brand/communications |
| United States Golf Association | President (past) | Not disclosed | Non‑profit governance leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| American International Group, Inc. (NYSE: AIG) | Director | Current | Public company directorship |
| Synovus Financial Corporation (NYSE: SNV) | Director | Current | Public company directorship |
| Atlanta Braves Holdings, Inc. (NASDAQ) | Director | Current | Public company directorship |
| CTS Corporation (NYSE: CTS) | Director | 2010–2020 | Former public board |
| Various private companies and non‑profits | Director | Not disclosed | Multiple governance roles |
Board Governance
- Independence: Murphy is classified an independent director under NASDAQ rules and Item 407(a) of Regulation S‑K .
- Chair roles: Non‑executive Chairman of the Board; Chairman of the Nominating & ESG Committee; sets Board and Independent Director agendas, can call meetings, approves annual meeting schedule, and liaises between Independent Directors and CEO .
- Committee memberships: Audit; Compensation; Nominating & ESG (Chair); Safety & Risk; Strategic Planning .
- Meetings and attendance: Board met 9 times in FY2024; each current Director attended ≥75% of Board and assigned committee meetings; all directors attended the 2024 Annual Meeting; Independent Directors held six executive sessions .
- Committee activity (FY2024): Audit (10 mtgs); Compensation (4); Nominating & ESG (2); Safety & Risk (3); Strategic Planning (5) .
- Director skills: Financial/accounting, public company executive experience, capital allocation/financing, public policy/regulation, communications/brand, sales/marketing, risk management/insurance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard independent director fee |
| Non‑executive Chairman fee | $50,000 | Additional cash for chair role |
| Restricted stock grant (May 8, 2024) | 830 shares; $149,981 fair value | Granted under the 2022 Directors Stock Compensation Plan; FMV $180.70/share at grant |
| Dividends on unvested restricted stock (2024) | $2,580 | Dividend cash paid on unvested shares |
| Total 2024 director compensation | $302,561 | Cash + stock + dividends |
- Directors receive no meeting fees; reimbursed for reasonable expenses .
Performance Compensation
| Element | Terms | Metrics | Vesting |
|---|---|---|---|
| Director equity grant | Restricted stock (time‑based) | None (no performance metrics) | Vests on the date of the next Annual Meeting following the 2024 Annual Meeting; grant was May 8, 2024; next Annual Meeting May 16, 2025 |
No options or PSUs disclosed for directors; equity grants are time‑based (no revenue/EBITDA/TSR metrics) .
Other Directorships & Interlocks
| External Board | Interlock with LSTR ecosystem | Potential conflict noted |
|---|---|---|
| AIG; Synovus; Atlanta Braves Holdings | None disclosed | None disclosed in proxy |
- Compensation Committee interlocks: None; all members (including Murphy) are independent and no executive officer served on another company’s board whose executive sat on Landstar’s Board/Comp Committee in FY2024 .
Expertise & Qualifications
- Strategic planning, management development, and risk management expertise highlighted by the Board; considered key to her role as non‑executive Chairman .
- Demonstrated competencies include finance/accounting oversight, public company executive experience, capital allocation, regulation/policy, communications/brand, and risk management/insurance .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (as of March 21, 2025) | 28,231 shares; <1% of outstanding |
| Unvested restricted shares outstanding (Dec 28, 2024) | 830 shares from May 8, 2024 grant |
| Director stock ownership guideline | ≥5x annual cash fee within 5 years; all directors with ≥5 years are in compliance |
| Hedging/pledging | Prohibited for all directors under Insider Trading Policy |
Directors are subject to stock ownership guidelines and prohibited from hedging/pledging, supporting alignment and risk control .
Governance Assessment
- Positives
- Long‑tenured independent non‑executive Chair; leads key governance processes including board composition and self‑evaluation via Nominating & ESG Committee .
- Strong attendance and active committee cadence; Board held 9 meetings, committees were active; Independent Directors conducted six executive sessions .
- Director pay structure balanced (cash retainer plus time‑based equity) and ownership guideline compliance; hedging/pledging prohibited .
- Say‑on‑pay support of ~96% in 2024, indicating broad investor endorsement of compensation practices .
- Watch items
- Multiple external public boards (AIG, Synovus, Atlanta Braves Holdings) may raise overboarding scrutiny for some investors; Landstar’s Corporate Governance Guidelines include limits on public board service, overseen by Nominating & ESG .
- No related‑party transactions disclosed for Murphy; continue monitoring future proxies and 8‑K filings for any Item 404 transactions .
Overall, Murphy’s role as non‑executive Chair and Nominating & ESG Chair, combined with independence, attendance, and alignment policies, support board effectiveness and investor confidence .