James P. Todd
LANDSTAR SYSTEMAbout James P. Todd
James P. Todd, age 38, is Vice President and Chief Financial Officer (CFO) of Landstar System, Inc. (LSTR) since July 1, 2022; he previously served as VP & Corporate Controller (2015–2022), Assistant Corporate Controller (2013–2015), and principal accounting officer (Nov 2020–May 2021). Prior to Landstar, he was a certified public accountant in audit at KPMG, bringing public company audit and controllership expertise to the CFO role . Company performance context during his tenure: cumulative TSR rose 70% from FY2020–FY2024 vs 47% for the Dow Jones Transportation Index; FY2024 revenue declined 9% YoY and diluted EPS was $5.51 (below ICP threshold), while versus FY2019 Landstar’s FY2023 revenue, operating income, pre-tax income, and diluted EPS increased 30%, 15%, 18%, and 29%, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Landstar System Holdings, Inc. | Vice President & Corporate Controller | Feb 2015 – Jul 2022 | Led controllership over agent-based network; prepared for CFO transition . |
| Landstar System Holdings, Inc. | Director & Assistant Corporate Controller | Oct 2013 – Jan 2015 | Strengthened financial reporting processes . |
| Landstar System, Inc. | Principal Accounting Officer | Nov 2020 – May 2021 | Oversight of SEC reporting; interim leadership of accounting . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG | Certified Public Accountant (Audit) | Prior to 2013 | Public company audit experience; financial controls rigor . |
| Landstar Scholarship Fund | Trustee | Ongoing | Community engagement; governance exposure . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 260,750 | 340,000 | 375,000 |
| All Other Compensation ($) | 33,687 | 36,394 | 30,533 |
| SERP Earnings ($) | — | 53,584 | 56,637 |
| Total Compensation ($) | 887,391 | 1,144,808 | 1,177,012 |
Perquisites detail (FY2024):
- 401(k) contributions: $16,400; HSA: $756; Insurance premiums: $11,877; Total “All Other”: $30,533 .
Performance Compensation
Annual ICP (Cash)
| Item | FY 2024 |
|---|---|
| Metric | Diluted EPS (Company-wide) |
| Threshold | $6.63 |
| Target | $7.36 (equal to FY2023) |
| Actual | $5.51 |
| Participant % (Todd) | 50% of base salary |
| Payout | $0 (threshold not achieved) |
Historical ICP outcomes:
- FY2023: No annual ICP payment (threshold not achieved) .
- FY2022: Non‑equity incentive paid $450,000 (reflecting partial year pre/post CFO promotion) .
Equity Grants and Vesting
Grants of plan-based awards (select years):
| Grant Type | Grant Date | Shares/Units | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| Regular RSU | Feb 2, 2024 | 2,648 target; 5,296 max | 464,897 | Vests on Jan 31 of 2027/2028/2029; based on avg % change in operating income and pre-tax income/diluted share vs 2023 base; unvested RSUs expire Mar 1, 2029 . |
| Restricted Stock | Feb 2, 2024 | 1,324 | 249,945 | Time-based: 33⅓% on Jan 31 of 2025/2026/2027 . |
| Regular RSU | Feb 3, 2023 | 2,773 target; 5,546 max | 464,948 | Vests on Jan 31 of 2026/2027/2028; performance vs 2022 base . |
| Restricted Stock | Feb 3, 2023 | 1,386 | 249,882 | Time-based: 33⅓% on Jan 31 of 2024/2025/2026 . |
| Regular RSU | Jan 28, 2022 | 656 (credited) | — | Vests on Jan 31 of 2025/2026/2027; performance vs 2021/2022 base per program . |
| Restricted Stock | Jan 28, 2022 | 328 | — | Time-based: 33⅓% on Jan 31 of 2023/2024/2025 . |
| Special Restricted Stock (Retention) | Jan 29, 2021 | 1,773 | — | 33⅓% on Jan 31 of 2024/2025/2026 (awarded upon appointment as principal accounting officer) . |
RSU Performance Multiple curve:
| Performance Hurdle (avg of operating income and pre-tax income per diluted share growth vs base year) | Performance Multiple |
|---|---|
| 0% | 0% |
| 25% | 50% |
| 50% | 100% (Target) |
| 75% | 150% |
| 100% | 200% (Max) |
Stock vested in FY2024:
| Name | Shares Vested (#) | Value Realized ($) |
|---|---|---|
| James P. Todd | 1,898 | 368,914 |
Upcoming vesting and potential selling pressure (time-based restricted stock only; excludes performance outcomes on RSUs):
| Vest Date | Components | Shares |
|---|---|---|
| Jan 31, 2025 | 2024 grant (1/3 of 1,324), 2023 grant (1/3 of 1,386), 2022 grant (1/3 of 328), 2021 special award (1/3 of 1,773) | ≈441 + 462 + 109 + 591 = 1,603 |
| Jan 31, 2026 | 2024 grant (1/3), 2023 grant (1/3), 2021 special award (1/3) | ≈441 + 462 + 591 = 1,494 |
Note: RSU vesting depends on multi-year performance hurdles and can range from 0% to 200% of credited units; time-based restricted stock is a clearer indicator of near-term supply .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Mar 21, 2025) | 15,163 shares; <1% of outstanding |
| Unvested Restricted Stock (12/28/24) | 3,540 shares; market value $617,093 (at $174.32) |
| Unearned RSUs (12/28/24) | 6,308 units; market/payout value $1,099,611 (probable outcome basis) |
| Equity Ownership Guidelines | 4× salary for Named Executives within 5 years of appointment; unvested RSUs excluded; must hold ≥50% of after-tax shares until compliant |
| Hedging/Pledging | Prohibited for Named Executives under Insider Trading Policy |
Employment Terms
| Provision | Detail |
|---|---|
| CFO Appointment | Promoted effective July 1, 2022; salary set at $340,000 and ICP threshold bonus % 50% of base . |
| KEEPA (Key Executive Employment Protection Agreement) | If terminated without “cause” or for “good reason” within two years post-change-in-control (double trigger), or terminated after signing a definitive change-in-control agreement that later closes, severance equals lump sum 2× (base salary + “threshold” target annual bonus) . |
| Potential Change-in-Control Payment (as of FY2024 end) | $2,181,487 (includes severance, pro rata bonus, medical benefits, and intrinsic value of unvested equity under partial acceleration assumptions at $174.32 close) . |
| Prior Year CIC Table (FY2023 end) | $2,026,919 . |
| Clawback Policy | Adopted Aug 10, 2023; recovery of ICP and RSU/TSR awards upon accounting restatement over preceding three fiscal years . |
| Deferred Compensation (SERP) | Aggregate earnings FY2024: $56,637; aggregate balance: $458,095; employee/registrant contributions per plan; investment options and distribution terms disclosed . |
Compensation Structure Analysis
- Cash vs equity mix: 2023–2024 shows zero ICP payouts amid industry softness; equity awards continue with both RSUs and restricted stock, indicating emphasis on long-term performance and retention .
- Shift toward RSUs and restricted stock: Program uses performance RSUs (multi-year operating income/pre-tax EPS growth) plus time-based restricted stock; no stock options disclosed, which lowers leverage risk vs options .
- Discretion and caps: ICP includes structured multipliers and committee discretion, with max $2.5M for non-CEO NEOs; Todd participant percentage 50% .
- Special retention grant: 2021 special restricted stock (1,773 shares) tied to retention and accounting leadership—supports retention through 2026 .
Compensation Peer Group & Say‑on‑Pay
- Peer group (logistics and transport): ArcBest; C.H. Robinson; Forward Air; Hub Group; J.B. Hunt; Knight‑Swift; Matson; Old Dominion; Ryder; Saia; Schneider; Universal Logistics; Werner; plus Yellow and Daseke historically (now delisted) .
- Shareholder support: Say‑on‑pay approvals ~95% (2023) and ~96% (2024), indicating strong investor alignment with pay practices .
Investment Implications
- Alignment and retention: Significant unvested restricted stock and performance RSUs with multi-year hurdles tie Todd’s realized pay to sustained improvements in operating income and pre-tax EPS per share; hedging/pledging prohibitions and 4× salary ownership guideline (with hold‑until‑compliant rule) reduce misalignment risk .
- Near-term selling pressure: Time-based tranches scheduled on Jan 31, 2025 (~1,603 shares) and Jan 31, 2026 (~1,494 shares) could create predictable Form 4 activity; however, RSU outcomes are performance‑contingent and uncertain until measurement dates .
- Downside protection, upside participation: Mix of restricted stock (retention) plus RSUs (performance) balances retention through cycles with upside on execution; clawback coverage of ICP and equity strengthens governance .
- Change‑of‑control economics: Double‑trigger KEEPA with 2× salary+threshold bonus and partial equity accelerations indicates moderate CIC cost; latest estimated CIC payout $2.18M provides clarity on downside protection in M&A situations .