Matthew M. Dannegger
LANDSTAR SYSTEMAbout Matthew M. Dannegger
Matthew M. Dannegger (age 54) is Vice President and Chief Field Sales Officer at Landstar System, Inc., designated an Executive Officer since March 2024. He previously led all agent field operations as Senior Executive Vice President (Feb 2023–Mar 2024) and served as EVP of the Northern Field Division (Feb 2018–Feb 2023), with earlier field sales roles since 2008 . Company performance context during his current tenure: 2024 revenue declined 9% year over year amid weak demand and ample capacity; over the five years from the start of 2020 to end of 2024, cumulative TSR was 70% versus 47% for the Dow Jones Transportation Index, underscoring long-term value creation despite near-term softness .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Landstar System, Inc. | VP & Chief Field Sales Officer | Since Mar 2024 | Executive oversight of field sales; member of executive management/risk committees |
| Landstar System, Inc. (Agent-Based Operating Companies) | Senior EVP, in charge of all agent field operations | Feb 2023–Mar 2024 | Led agent network field operations across Landstar’s agent-based subsidiaries |
| Landstar System, Inc. | EVP, Northern Field Division | Feb 2018–Feb 2023 | Regional leadership in field sales across Northern division |
| Landstar System, Inc. | Various field sales roles | 2008–2018 | Progressive sales leadership across subsidiaries |
External Roles
No external board or public company roles disclosed for Mr. Dannegger in the proxy .
Fixed Compensation
Not specifically disclosed for Mr. Dannegger. Company policy context: base salaries are a modest share of total compensation; annual cash incentive compensation is tied to diluted EPS relative to budget (“ICP”), with significant long-term equity awards (RSUs and restricted stock) used to align with shareholder value .
Performance Compensation
Annual Incentive Compensation Program (ICP) – FY2024 Outcome (Company-level program mechanics)
| Metric | Threshold | Target | Actual | Payout |
|---|---|---|---|---|
| Diluted EPS ($/share) | $6.63 | $7.36 (equal to FY2023 EPS) | $5.51 | No ICP payout; threshold not achieved |
Notes:
- ICP participants earn payouts when actual diluted EPS meets/exceeds budgeted thresholds, with multipliers scaling above threshold/target; discretion applies up to a cap (CEO: $3M; other eligible participants: $2.5M for 2024) .
- The proxy does not disclose ICP participation/payouts for Mr. Dannegger specifically; in 2024, the Company paid no ICP bonuses to Named Executives due to underperformance versus threshold .
RSU Performance Structure (Company program design)
| Performance Hurdle (Avg % change in Operating Income and Pre-tax Income per diluted share vs base year) | Performance Multiple | Vesting cadence |
|---|---|---|
| 0% | 0% | RSUs vest on the 3rd, 4th, 5th anniversaries from grant; aggregate vesting capped at 200% of credited units |
| 25% | 50% | |
| 50% | 100% (Target) | |
| 75% | 150% | |
| 100% | 200% (Max) |
Additional design features:
- Performance measured over multi-year periods; no dividends paid on RSUs, but dividend equivalents are credited as additional RSUs .
- Post-vesting one-year holding requirement for shares settled from Regular RSU Awards .
- Restricted stock awards (time-based) complement RSUs to balance retention with performance sensitivity .
Equity Ownership & Alignment
Beneficial Ownership (as of March 21, 2025)
| Holder | Shares Beneficially Owned | Ownership % of Class |
|---|---|---|
| Matthew M. Dannegger | 4,738 | <1% |
Alignment and policies:
- Hedging and pledging of company stock are prohibited for Directors and Named Executives; employees are prohibited from trading exchange-traded derivatives of LSTR; company-wide clawback policy applies to Incentive-Based Compensation upon an Accounting Restatement per SEC/Nasdaq rules .
- Equity ownership guidelines require CEO 7x salary and other Named Executives 4x salary within five years; compliance noted for Named Executives ≥5 years. No specific guideline/compliance disclosure for Mr. Dannegger (not a Named Executive) .
Insider Transactions (signal for selling pressure)
| Date (Form 4) | Transaction Type | Shares | Price ($) | Source |
|---|---|---|---|---|
| Jan 31, 2025 (filed Feb 4, 2025) | Disposed to cover tax liability | 63 | 165.27 | |
| Jan 31, 2025 | Equity award reported (no-cost grant) | 1,058 | 0.00 |
Notes: Third-party Form 4 trackers indicate routine tax-withholding disposal (small size) and an equity award entry; beneficial ownership reported at 4,738 shares in the proxy . Additional tracker reference: .
Employment Terms
- Executive Officer since March 2024; current role VP & Chief Field Sales Officer since March 2024 .
- Key Executive Employment Protection Agreements (change-in-control severance) are disclosed for Named Executives only (multiples of 2x for certain officers and 1x for one officer); no agreement or severance terms disclosed for Mr. Dannegger .
- Non-compete, non-solicit, garden leave, deferred compensation elections, and perquisites specific to Mr. Dannegger are not disclosed. Company maintains SERP/401(k) programs for officers; participation lists in proxy do not include Mr. Dannegger .
Investment Implications
- Compensation alignment: Dannegger operates within a company framework that emphasizes pay-for-performance (EPS-driven ICP and multi-year RSU hurdles), with 2024 ICP zeroed out due to under-threshold EPS—reinforcing discipline but limiting near-term cash incentives .
- Vesting and selling pressure: Evidence of small tax-withholding share disposals and an award entry in early 2025 suggests routine administration rather than directional selling; beneficial ownership is modest (<1%), reducing forced-sale risk but also signaling limited personal “skin in the game” .
- Retention risk: No disclosed change-in-control agreement for Dannegger; absence of individual severance/change-in-control terms and relatively low direct ownership could represent moderate retention risk vs. Named Executives, though long-term company equity programs broadly support retention .
- Performance context: Despite 2024 revenue softness (-9% YoY), Landstar’s 5-year TSR outperformance versus the transport index suggests durable strategic execution. Investors should monitor agent network growth and field sales productivity under Dannegger’s oversight as cyclical conditions normalize .
- Governance/risk controls: Company-wide clawback, hedging/pledging prohibitions, and ownership guidelines for Named Executives reduce governance red flags; no pledging or related-party transactions involving Dannegger are disclosed .