Matthew Miller
LANDSTAR SYSTEMAbout Matthew Miller
Matthew Miller, 51, is Vice President and Chief Safety and Operations Officer at Landstar System (LSTR), serving as an executive officer since December 2024 after being promoted effective December 1, 2024 . He previously served as Executive Vice President of Landstar’s agent-based transportation companies from March 2022 to November 2024 and as a Vice President at various subsidiaries since 2015, bringing long-tenured operational leadership across the network . Company performance context during his tenure includes revenue of approximately $4.8 billion in the most recent fiscal year and trailing 12‑month ROE/ROIC of 15%/13% as of September 27, 2025, framing the backdrop for incentive plan design and payouts . Safety oversight is core to Miller’s mandate; Board-level Safety and Risk Committee governance covers safety performance and enterprise risk, with DOT accident frequency tracked in investor materials .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Landstar System, Inc. (agent-based transportation services subsidiaries) | Executive Vice President | 2022-2024 (Mar 2022–Nov 2024) | Senior leadership across agent-based operating companies |
| Landstar System, Inc. (various subsidiaries) | Vice President | 2015–2022 | Progressive operational leadership roles |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in 2025 proxy or promotion 8-K | — | — | No public company directorships or external officer roles were disclosed for Miller |
Fixed Compensation
| Component | Amount/Term | Source |
|---|---|---|
| Base salary (effective on promotion) | $300,000 per year | |
| Annual bonus opportunity (ICP) | Threshold target bonus percentage: 50% of base salary |
Performance Compensation
Annual Incentive Compensation Program (ICP) – Design and latest disclosed company outcomes
| Metric | Weighting | FY 2024 Threshold | FY 2024 Target | FY 2024 Actual | Payout result (company-level) | Vesting/Payment |
|---|---|---|---|---|---|---|
| Diluted EPS (company-wide) | Not disclosed as %; formulaic multiplier schedule | $6.63 | $7.36 (equal to FY23 diluted EPS) | $5.51 | No ICP payments made to Named Executives for FY 2024 (threshold not achieved) | Annual cash; formula uses percent over threshold with caps |
Notes:
- Miller is eligible for the ICP with a threshold target bonus level of 50% of salary; the ICP is based on company diluted EPS with a formulaic multiplier above threshold and committee discretion within caps .
- The FY 2024 outcome above reflects company results; Miller’s individual ICP payout was not disclosed.
Long-term equity program design (company framework; Miller-specific grants not disclosed)
| Award type | Performance metric | Payout curve (illustrative points) | Vesting cadence | Other key terms |
|---|---|---|---|---|
| Regular RSU Awards | Average % change in operating income and pre-tax income per diluted share vs base year | 0% Performance Multiple at 0% change; 50% at 25%; 100% at 50% (Target); 150% at 75%; 200% at 100% (Maximum) with linear interpolation | Determined on 3rd, 4th, 5th anniversaries; 5‑year contractual lives | Dividend equivalents accrue in additional RSUs; 1‑year post‑vesting holding on shares |
| Restricted Stock (time-based) | Time-based retention | — | Vests in 3 equal annual installments (e.g., Jan 31 of years 1–3) | Retention-oriented; pays ordinary dividends while unvested |
| CEO TSR-based RSUs (reference) | TSR CAGR threshold (9%); special design for CEO | Vests upon achieving 9% TSR CAGR in any measurement year (years 6–10 from grant; change-in-control acceleration at 125% of price achieving 9% TSR) | Measurement windows years 6–10; change‑in‑control acceleration feature | CEO-specific design; not a general template for all execs |
Equity Ownership & Alignment
| Item | Value | Source |
|---|---|---|
| Total beneficial ownership (shares) | 3,452 | |
| Ownership as % of shares outstanding | Less than 1% (company table) | |
| Shares outstanding (record date for % context) | 34,946,479 (as of Mar 21, 2025) | |
| Vested vs unvested breakdown | Not disclosed | |
| Options (exercisable/unexercisable) | Not disclosed (company programs emphasize RSUs/restricted stock) | |
| Pledging/hedging | No pledging disclosed for Miller; company policy prohibits hedging and pledging by certain leaders including all Named Executives | |
| Stock ownership guidelines | Named Executives: CEO 7x salary; other Named Executives 4x salary within 5 years; unvested RSUs excluded from compliance calculation | |
| Guideline compliance status | Not disclosed for Miller (not listed as a Named Executive in 2025 proxy) |
Employment Terms
| Term | Detail | Source |
|---|---|---|
| Current role effective date | December 1, 2024 (promotion to VP & Chief Safety and Operations Officer) | |
| Executive officer since | December 2024 | |
| Contract term/expiration | Not disclosed | |
| Severance / change-of-control | Not disclosed for Miller; Key Executive Employment Protection Agreements and change‑in‑control economics are disclosed for Named Executives (e.g., 2x salary + threshold bonus multiple for certain NEOs) | |
| Non-compete / non-solicit / garden leave | Not disclosed | |
| Clawback | Company clawback policy (effective Oct 1, 2023) requires recoupment of erroneously awarded incentive compensation upon an accounting restatement; applies to Named Executives | |
| Bonus plan eligibility | Eligible under ICP; threshold target bonus percentage 50% of base salary |
Investment Implications
- Pay-for-performance linkage is tight: Miller’s annual cash incentive is governed by the EPS-based ICP, which did not pay out to Named Executives in FY 2024 given EPS below threshold, signaling discipline and leverage to earnings recovery cycles .
- Equity “skin in the game” is modest at 3,452 shares (<1% of shares outstanding), implying limited near-term insider selling pressure; broader alignment is supported by company policies (post-vesting holding on RSUs, hedging/pledging prohibitions) .
- Retention economics are less explicit than for senior NEOs: no specific severance or change‑in‑control agreement is disclosed for Miller, whereas NEOs have formal Key Executive Employment Protection Agreements, suggesting comparatively lower downside protection and potential retention risk if external opportunities arise .
- Role criticality to risk profile: Safety and operations oversight sits within Board‑level risk governance and safety metrics tracking (e.g., DOT accident frequency), making Miller’s execution directly tied to operational risk outcomes that can affect insurance costs and brand—an area to monitor for leading indicators in filings and investor materials .
- Governance backdrop supportive: 96% say‑on‑pay approval at the last annual meeting and an adopted clawback policy reduce governance red flags and align incentives with shareholders .