Frank A. Lonegro

About Frank A. Lonegro

Frank A. Lonegro (age 56) has served as Landstar’s President, Chief Executive Officer, and a Director since February 2, 2024. He previously served as EVP & CFO of Beacon Roofing Supply and, before that, spent nearly 20 years at CSX, including EVP & CFO (2015–2019) and leadership roles in technology and operations. He also serves on the board of Duos Technologies Group, Inc., and is a trustee of the Landstar Scholarship Fund . In 2024, Landstar faced a soft freight market; revenue declined 9% year over year and no ICP bonuses were paid, while five-year cumulative TSR (2020–2024) rose 70% vs. 47% for the Dow Jones Transportation Index, framing the pay-for-performance environment as he took the helm .

Past Roles

External Roles

Fixed Compensation

Performance Compensation

Annual ICP (Non-Equity)

Equity Awards (February 2, 2024 grants)

Additional terms: For the TSR RSU awards, dividend equivalents accrue as additional RSUs and vest only if the underlying TSR condition is achieved. Death/disability before Feb 2, 2027 results in no TSR vesting; after that, a measurement and potential pro rata vest can occur if target TSR is achieved .

Equity Ownership & Alignment

• Beneficial ownership: 19,402 shares as of March 21, 2025 (<1% of outstanding) . Prior table showed 15,891 shares as of March 13, 2024 (<1%) .
• Outstanding unvested awards (Dec 28, 2024): 15,891 restricted shares (market value $2,770,119); 69,375 unearned RSUs under equity incentive plans (market/payout value $12,093,450) .
• Stock ownership guidelines (NEOs): CEO required to hold equity equal to ≥7x salary within 5 years; excludes unvested RSUs; until compliant, expected to hold ≥50% of after-tax shares from vesting .
• Hedging/pledging: Prohibited for all Directors and Named Executives under the Insider Trading Policy .
• Deferred compensation: Participates in the Supplemental Executive Retirement Plan (SERP) .

Near-term vesting events and potential selling pressure

• Feb 2, 2025 and Feb 2, 2026: 5,297 restricted shares vest each date from the sign-on grant .
• Jan 31, 2025/2026/2027: ~1,766 shares vest each year from the 3-year restricted stock grant (5,297/3 per year) .
• Performance RSUs have first potential vest in 2027; TSR RSUs are measured beginning year 6 (2030), reducing near-term vest-driven supply .

Employment Terms

• Start date and role: CEO and Director effective February 2, 2024 .
• Offer letter economics: $800,000 base; annual ICP with threshold target 100% of salary; $2,000,000 sign-on restricted stock (2-year vest); $800,000 cash make-whole; $10,000,000 TSR RSUs with 9% TSR CAGR condition (measurement years 6–10); eligible for ongoing annual LTI (RSUs, restricted stock, PSUs/RSUs) .
• Severance (non-CIC): If terminated without cause or resigns for good reason (outside KEEPA scope), severance equals one year of base salary plus “threshold” target annual bonus, paid within 30 days after the first anniversary of termination, plus up to 12 months medical benefits, subject to release and covenants .
• Change-in-control protection (KEEPA): Double-trigger; if terminated without cause or for good reason within 2 years post-CIC (or after signing a definitive CIC agreement and deal later closes), lump sum equals 2x (base + threshold bonus), pro rata threshold bonus for year of termination, and up to 1 year medical benefits .
• CIC equity treatment: Partial acceleration rules for Regular RSUs; TSR RSUs vest at CIC if stock price equals 125% of the price that achieves 9% TSR; illustrative potential CIC payment for Lonegro shown at $7,174,160 as of Dec 27, 2024, including severance, pro rata threshold bonus, medical, and portions of unvested equity per plan mechanics .
• Death/disability: Acceleration of non-vested restricted stock ($2,770,119 value for Lonegro at $174.32 stock price); RSUs generally continue on normal schedule; TSR RSUs have specific rules (no vest before Feb 2, 2027; pro rata possibility after if target met) .
• Clawback: Policy adopted Aug 10, 2023 (effective Oct 1, 2023) to recover “incentive-based compensation” (ICP and RSU vesting) upon an accounting restatement, consistent with SEC and Nasdaq rules .

Board Governance (including dual-role implications)

• Board service: Director since Feb 2024; serves as the employee Director (CEO) .
• Committees and independence: Audit, Compensation, and Nominating & ESG Committees are composed solely of Independent Directors; CEO typically attends regular meetings (except for CEO comp portions) but is not a member, preserving independence .
• Non-executive Chair: Diana M. Murphy has served as non-executive Chairman since 2015; Landstar separates Chair and CEO roles, mitigating concentration of power .
• Committee participation: Safety & Risk Committee (all directors; Chair: Homaira Akbari); Strategic Planning Committee (all directors; Chair: George Scanlon) — Lonegro is a member by virtue of the committees comprising all directors .
• Attendance: In 2024, the Board met 9 times; every Director serving in 2024 attended ≥75% of Board and applicable committee meetings; all attended the 2024 Annual Meeting; Independent Directors met in 6 executive sessions .
• Director compensation: Employee Directors receive no director pay; outside directors receive cash/equity retainers; director ownership guideline is ≥5x annual cash fee within 5 years; hedging/pledging prohibited for Directors .

Director Compensation (context for governance quality)

Equity Ownership Snapshot (as of proxy record dates)

Compensation Structure Analysis

• Mix and one-time elements: 2024 total pay was elevated by non-recurring sign-on elements (make-whole cash, sign-on restricted stock, large TSR RSU grant) that the Compensation Committee does not expect to recur, aligning long-term incentives with shareholder returns while easing transition costs .
• Shift toward performance equity: Regular RSUs are tied to multi-year growth in operating income and pre-tax EPS per diluted share vs. 2023, with three staggered vest dates beginning 2027 — a more stringent, operating-driven design alongside long-dated TSR RSUs .
• Short-term pay aligned with results: No FY2024 ICP payouts after the Company missed the threshold diluted EPS target during a downcycle (revenue -9% YoY), demonstrating pay sensitivity to performance .
• Governance safeguards: Clawback policy in place; hedging and pledging prohibited; CEO ownership guideline of 7x salary with holding requirement until compliant .

Compensation Peer Group (for CEO benchmarking)

• The Committee benchmarked CEO compensation against the following transportation and logistics peers (Daseke and Yellow later removed after listings ceased): ArcBest; C.H. Robinson; Daseke (removed); Forward Air; Hub Group; J.B. Hunt; Knight-Swift; Matson; Old Dominion; Ryder; Saia; Schneider National; Universal Logistics; Werner; Yellow (removed) .

Say-on-Pay & Shareholder Feedback

• At the 2024 Annual Meeting, ~96% of votes supported the Company’s executive compensation program, indicating strong investor alignment entering the 2024 transition to a new CEO .
• 2025 proxy again seeks advisory approval; emphasizes non-recurring nature of CEO sign-on items and long-dated TSR alignment .

Risk Indicators & Red Flags

• Positive mitigants: Double-trigger CIC at a moderate 2x (base+threshold bonus) for CEO; non-CIC severance limited to one year of base+threshold bonus; robust clawback; hedging/pledging ban; independent Chair; independent compensation-setting .
• Execution risks: Significant portion of CEO LTI is tied to long-dated TSR and multi-year operating growth; realization depends on sustained performance beyond 2029–2034 windows (first TSR measurement year 2030; regular RSUs begin 2027) .
• Litigation/investigation press mentions were noted in 2025 by third-party law firms; Company filings do not disclose related proceedings in the compensation/governance sections cited here (no claim asserted) [ListDocuments context only; no company disclosure cited].

Investment Implications

• Alignment and retention: The long-dated, performance- and market-conditioned equity (notably the $10m sign-on TSR RSUs) creates substantial long-term alignment and retention, with minimal near-term realizable pay unless stock price and operating performance inflect, reducing near-term selling pressure outside scheduled restricted stock vestings .
• Near-term supply overhang windows: Two sign-on restricted stock tranches (Feb 2, 2025 and 2026) and 3-year restricted installments (Jan 31, 2025–2027) are the most likely catalysts for potential insider liquidity, subject to trading windows and blackout policies .
• Downcycle discipline: Zero ICP bonus for 2024 alongside revenue decline and a strongly supported say-on-pay (96%) suggests investor tolerance for transition pay where structure skews to long-term performance .
• Governance quality: Separation of Chair/CEO, independent committees, a modern clawback, and strict hedging/pledging policy lower governance risk; CIC protections are market-standard and double-trigger at 2x for CEO .
• Monitoring focus: Watch execution against operating-income and pre-tax EPS growth hurdles for 2027–2029 RSUs, and TSR trajectory into 2030–2034 measurement windows; equity ownership guideline progress (7x salary) will depend on vesting and share retention (50% post-tax hold until compliant) .

No undisclosed metrics are inferred; all figures and terms are drawn from LSTR’s 2024–2025 DEF 14A and related 8-K filings as cited.