James L. Liang
LANDSTAR SYSTEMAbout James L. Liang
James L. Liang (age 67) has served as an Independent Director of Landstar System, Inc. since March 2022. He is the founder of Hope Street Advisers, LLC and an operating partner at Updata Partners LLC, with prior senior roles at Amdocs (SVP Strategy & Corporate Development), IBM Global Technology Services (VP Strategy), and Morgan Stanley (Head of Global Technology Investment Banking). He holds an MBA in Finance and Marketing from the University of Chicago and a BS in Applied Mathematics & Economics from Brown University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley & Co., Inc. | Investment banker; Head of Global Technology Investment Banking | 1993–2004 | Led global tech investment banking; deep capital markets and M&A expertise |
| IBM Global Technology Services | Vice President, Strategy | Pre-2008 | Led global growth initiatives in technology services |
| Amdocs Ltd. | SVP, Strategy & Corporate Development | 2008–2011 | Led corporate strategic planning and acquisitions at a NASDAQ-listed software company |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hope Street Advisers, LLC | Founder | Current | Early-stage technology investments |
| Updata Partners LLC | Operating Partner | Current | Growth equity focused on B2B software |
| Public company boards | None disclosed | — | Board matrix indicates no other public company board experience |
Board Governance
- Independence: Classified as an “independent director” under NASDAQ Rule 5605 and Item 407(a) of Regulation S-K .
- Attendance: Board met 9 times in FY2024; all current Directors attended ≥75% of Board and committee meetings; all current Board members attended the 2024 Annual Meeting .
- Executive sessions: Independent Directors held 6 executive-session meetings in FY2024 .
- Financial expert: Designated by the Board as an SEC “audit committee financial expert” (Item 407(d)) .
| Committee | Membership | Chair Role | FY2024 Meetings |
|---|---|---|---|
| Audit Committee | Member | Chair: Anthony J. Orlando | 10 |
| Compensation Committee | Member | Chair: David G. Bannister | 4 |
| Nominating & ESG Committee | Member | Chair: Diana M. Murphy | 2 |
| Safety & Risk Committee | Member | Chair: Homaira Akbari | 3 |
| Strategic Planning Committee | Member | Chair: George P. Scanlon | 5 |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Independent Director cash fee; no meeting or committee chair fees for non-chair Directors |
| All Other Compensation | $2,580 | Dividends paid on unvested restricted stock in 2024 |
- Total 2024 director compensation for Liang: $252,561 (Cash $100,000; Stock awards fair value $149,981; All other comp $2,580) .
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Grant-date Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted stock (Director plan) | May 8, 2024 | 830 | $149,981 | Vests at next Annual Meeting following grant | Directors receive annual equity worth $150,000 divided by grant-date FMV; unvested shares subject to forfeiture on early departure |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Liang; matrix indicates no “Other Public Company Board Experience” attribution for Liang |
| Compensation Committee interlocks | No interlocks; all members are Independent and none were Company employees; no reciprocal committee service by Company executives at other entities in FY2024 |
Expertise & Qualifications
- Capital markets and M&A: Former head of global technology investment banking at Morgan Stanley; deep financing and investment experience .
- Technology and operations: Senior strategy roles at IBM GTS and Amdocs; contributes to IT and cybersecurity oversight .
- Financial acumen: MBA (University of Chicago), audit committee financial expert designation .
- Board skills matrix: IT/cybersecurity, financial/accounting, capital allocation, executive compensation, risk management attributed to Liang .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (Common Stock) | 3,010 shares | As of March 21, 2025; less than 1% of shares outstanding |
| Unvested restricted shares (as of Dec 28, 2024) | 830 | Outstanding under Director plan |
| Ownership guidelines | ≥5x annual cash fee within 5 years of initial election | Director equity guideline; applies to all Directors |
| Hedging/pledging | Prohibited | Insider Trading Policy prohibits hedging and pledging by Directors |
Governance Assessment
- Strengths: Independent status; SEC-recognized audit committee financial expert; broad committee participation; strong attendance; equity ownership guidelines and prohibition on hedging/pledging support alignment with shareholders .
- Director pay mix: Straightforward structure—$100,000 cash retainer plus annual time-based restricted stock (~$150,000); no meeting fees or committee chair fees for non-chair Directors, limiting potential pay inflation and emphasizing equity alignment .
- Conflicts/related-party exposure: No related-party transactions involving Liang disclosed in the reviewed proxy; Compensation Committee interlocks and insider participation disclosures indicate no cross-directorship conflicts in FY2024 .
- Oversight contribution: Participation across Audit, Compensation, Nominating & ESG, Safety & Risk, and Strategic Planning committees positions Liang to influence financial reporting integrity, pay-for-performance, board refreshment/ESG, enterprise risk (including cybersecurity), and long-term strategic planning .
RED FLAGS: None disclosed regarding attendance shortfalls, pledging/hedging, or related-party transactions for Liang in the 2025 proxy .