George P. Scanlon
LANDSTAR SYSTEMAbout George P. Scanlon
George P. Scanlon (age 67) has served as an independent director of Landstar System, Inc. since May 2017. He is a private investor and former Chief Executive Officer of Fidelity National Financial (FNF), with prior senior finance roles at Fidelity National Information Services (FIS), Ryder System, and Price Waterhouse; Landstar’s board has designated him an “audit committee financial expert.” He is currently independent under NASDAQ rules; in 2024 he attended at least 75% of board and committee meetings and attended the 2024 annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity National Financial (NYSE: FNF) | Chief Executive Officer; earlier Chief Operating Officer | CEO 2010–2013; COO 2010 | Led largest U.S. title insurer; executive leadership experience relevant to governance and risk. |
| Fidelity National Information Services (NYSE: FIS) | Chief Financial Officer; Executive Vice President – Finance | CFO 2008–2009; EVP–Finance 2009–2010 | Deep public-company finance experience supporting Audit Committee expertise. |
| Ryder System (NYSE: R) | Various financial, audit, strategic roles | ~18 years (earlier career) | Transportation industry financial expertise; operational insight. |
| Price Waterhouse (PwC) | Accountant | Early career | Foundational accounting background; strengthens oversight of controls. |
| Levitt Corporation; BFC Financial (BBX); DataCore Software | Chief Financial Officer (various companies) | 2001–2008 (roles across companies) | Multi-industry CFO roles; capital allocation and controls proficiency. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weave Communications, Inc. (NYSE) | Director | Current | Public board experience; tech/customer communications exposure. |
| Cyndx Holdco, Inc. (private) | Director | Current | Private company governance. |
| WageWorks, Inc. (NYSE) | Director | 2018–2019 | Prior public board experience. |
| Remy International, Inc. (NASDAQ) | Director | 2012–2015 | Prior public board experience. |
Board Governance
| Topic | Details |
|---|---|
| Independence | Independent under NASDAQ rules (with Landstar’s seven independent directors). |
| Committees | Audit; Compensation; Nominating & ESG; Safety & Risk; Strategic Planning (Chair). |
| Audit Committee Financial Expert | Designated “audit committee financial expert.” |
| Meeting Attendance | 2024: Board held 9 meetings; each current director attended ≥75% of Board and committee meetings; all attended 2024 annual meeting. |
| Independent Sessions | Independent directors met 6 times in executive session in 2024. |
| Committee Activity (2024) | Audit 10 meetings; Compensation 4; Nominating & ESG 2; Safety & Risk 3; Strategic Planning 5. |
| Leadership Structure | Non-executive Chair (Diana M. Murphy); independent chairs lead all committees; Strategic Planning Committee chaired by Scanlon. |
Fixed Compensation
| Year | Cash Retainer ($) | Equity Grant | Grant Value ($) | Grant Details | Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 100,000 | 830 restricted shares | 149,981 | Granted May 8, 2024; vests at next annual meeting; FMV $180.70; no committee/meeting fees. | 2,580 (dividends on unvested RS) | 252,561 |
| 2023 | 100,000 | 851 restricted shares | 149,989 | Granted May 11, 2023; vests at next annual meeting; FMV $176.25; no committee/meeting fees. | 2,790 (dividends on unvested RS) | 252,779 |
Notes:
- Director pay structure: $100,000 annual cash fee; non-executive Chair receives additional $50,000 (not applicable to Scanlon); no meeting or chair fees.
- Annual director equity target: ~$150,000 in restricted stock; one-year vesting to next annual meeting.
Performance Compensation
| Element | Status for Directors | Evidence |
|---|---|---|
| Performance-based metrics (e.g., EPS, TSR) tied to director compensation | None; director equity is time-based restricted stock vesting at next annual meeting | Plan specifies annual restricted stock; no performance metrics; vesting based on service. |
Other Directorships & Interlocks
| Company | Relationship to Landstar | Potential Interlock/Conflict Consideration |
|---|---|---|
| Comdata, Inc. (historical) | Key vendor to Landstar; Scanlon previously served on boards of certain FNF portfolio companies including Comdata | Historical connection disclosed in bio; no current related-party transaction disclosure tied to Scanlon in proxy; independence affirmed by Board. |
Expertise & Qualifications
- Financial/accounting expertise; designated audit committee financial expert.
- Public company executive experience (CEO of FNF; CFO roles at FIS and other companies).
- Industry/operational insight from Ryder System tenure and logistics adjacency.
- Capital allocation/strategic planning; chairs Strategic Planning Committee overseeing operating plan approval.
Equity Ownership
| As-of Date | Shares Beneficially Owned | Ownership % | Source |
|---|---|---|---|
| Mar 21, 2025 | 7,615 | <1% | |
| Mar 13, 2024 | 6,785 | <1% | |
| Mar 15, 2023 | 5,934 | <1% |
Additional alignment policies:
- Director ownership guideline: ≥5x annual cash fee within five years; all directors with ≥5 years of service are in compliance.
- Hedging/pledging of Landstar stock by directors prohibited.
Shareholder Voting Signals (Election & Say-on-Pay)
| Meeting | Item | For | Against | Abstain | Broker Non-Votes | Outcome |
|---|---|---|---|---|---|---|
| 2025 AGM (May 16, 2025) | Elect George P. Scanlon | 32,245,142 | 259,800 | 40,733 | 859,690 | Elected |
| 2025 AGM | Say-on-Pay (2024 exec comp) | 15,217,090 | 16,993,183 | 335,402 | 859,690 | Not approved |
| 2024 AGM (May 7, 2024) | Elect George P. Scanlon | 32,434,995 | 403,813 | 40,794 | 972,692 | Elected |
| 2024 AGM | Say-on-Pay (2023 exec comp) | 31,432,273 | 1,385,859 | 61,470 | 972,692 | Approved |
Governance Assessment
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Strengths
- Financial oversight: audit committee financial expert status and extensive CFO/CEO experience enhance financial reporting, controls, and risk oversight.
- Strategic leadership: chairs Strategic Planning Committee that reviews/approves annual operating plan; provides linkage between strategy and incentive targets.
- Engagement: Meets independence standards; strong meeting attendance; participates across all key committees.
- Alignment: Material, recurring time-based equity; ownership guidelines met for seasoned directors; hedging/pledging prohibited.
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Watch items / potential red flags (board-level)
- 2025 say-on-pay failed (shareholders voted “Against” 16.99M vs “For” 15.22M), signaling investor dissatisfaction with executive pay design and outcomes; the board’s Compensation Committee (of which Scanlon is a member) may face scrutiny to respond.
- Historical vendor linkage: Biographies note prior service on boards of FNF portfolio companies including Comdata (a key Landstar vendor). While no related-party transaction is disclosed and independence is affirmed, investors may monitor for any future transactions or conflicts.
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Overall: Scanlon’s multi-committee service, chair role in strategy, and financial expertise support board effectiveness; the failed 2025 say-on-pay elevates the importance of responsive engagement by the Compensation Committee (including Scanlon) to maintain investor confidence.