Melanie Housey Hart
LANDSTAR SYSTEMAbout Melanie Housey Hart
Melanie Housey Hart, age 52, was appointed an independent director of Landstar System, Inc. effective October 31, 2025, and was designated as an Audit Committee Financial Expert. She currently serves as Senior Vice President, Chief Financial Officer, and Treasurer of Pool Corporation (NASDAQ: POOL); she is a Certified Public Accountant (CPA), NACD Directorship Certified, and completed the Wharton General Management Program. Her initial Form 3 reported no beneficial ownership of LSTR securities as of appointment.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pool Corporation (POOL) | Senior Vice President, Chief Financial Officer & Treasurer | Appointed 2021; current | Leads financial management and strategic finance for a global distributor; CPA and NACD certified credentials highlighted in appointment materials. |
| Ernst & Young | Assurance & Advisory Business Services (Senior Manager) | 12 years prior to joining Pool in 2006 | Assurance and advisory experience supporting audit financial expertise at Landstar. |
| Pool Corporation (prior roles) | Senior Director Corporate Accounting; Corporate Controller (from 2007); Chief Accounting Officer (from 2008); Vice President (from 2019) | 2006–2021 (progressive roles) | Led accounting, reporting, FP&A, tax and international accounting before CFO role. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Beacon Roofing Supply (now Beacon) | Director | Not disclosed (prior service) | Prior U.S. public company board experience. |
| Habitat for Humanity (non-profit) | Board Member; Executive Committee; Treasurer | 2014–2020 | Non-profit governance role (per public profile). |
Board Governance
- Independence: The Board determined Ms. Hart meets SEC and NASDAQ independence requirements.
- Committees: Appointed to Audit; Compensation; Corporate Governance, Nominating & Sustainability; Safety & Risk; and Strategic Planning Committees. Designated an “audit committee financial expert.”
- Term and Board size: Appointed effective Oct 31, 2025, with term expiring at the 2026 annual meeting; Board expanded from eight to ten directors upon her and Barr Blanton’s appointments.
Fixed Compensation
| Component | Amount/Structure | Vesting/Timing | Source |
|---|---|---|---|
| Annual cash retainer (Independent Director) | $100,000 per year; pro-rated from Oct 31, 2025 for 4Q25 | Paid quarterly | |
| Initial equity grant (pro-rated) | Restricted stock with grant value equal to $80,959 divided by LSTR FMV on 10/31/2025 (rounded to nearest share) | As per Directors Stock Plan; grant on 10/31/2025 | |
| Standard annual equity program (context) | $150,000 in restricted stock; 830 shares granted May 8, 2024 at $180.70 FMV to each independent director | Vests at next annual meeting following grant | |
| Additional chair fee (context) | $50,000 for non-executive Chairman only | Annual |
Performance Compensation
| Incentive Type | Performance Metric(s) | Weight/Target | Disclosure |
|---|---|---|---|
| None for non-employee directors | N/A | N/A | Landstar director pay consists of cash retainer and time-based restricted stock; no performance-based metrics disclosed for directors. |
Other Directorships & Interlocks
| Company | Relationship to LSTR | Interlock/Notes |
|---|---|---|
| Beacon Roofing Supply (now Beacon) | Prior directorship for Ms. Hart | Landstar’s CEO Frank A. Lonegro previously served as EVP & CFO at Beacon Roofing Supply, creating a prior network tie; no current related-party transactions disclosed by LSTR. |
| Pool Corporation (POOL) | Ms. Hart serves as CFO | Ms. Hart is a sitting executive at a large shipper; the LSTR 8-K disclosed no related-party arrangements in connection with her appointment. |
Expertise & Qualifications
- Financial expertise: CPA; Audit Committee Financial Expert designation; extensive CFO experience at a global public company; 12 years of Big Four assurance/advisory.
- Governance credentials: NACD Directorship Certified; prior service on a U.S. public company board.
- Education: B.S. in Accounting (University of New Orleans); Wharton General Management Program.
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Initial beneficial ownership | Form 3 (filed Nov 3, 2025): No securities beneficially owned as of 10/31/2025 | |
| Director stock ownership guideline | Directors are recommended to own stock equal to ≥5x the annual cash fee within 5 years of initial election | |
| Hedging/Pledging | Prohibited for all directors under the Insider Trading Policy |
Insider Filings (last disclosed)
| Date Filed | Form | Transaction/Status | Shares | Notes |
|---|---|---|---|---|
| 2025-11-03 | Form 3 | Initial statement of beneficial ownership | 0 | Filed upon board appointment; no securities reported. |
Governance Assessment
- Board effectiveness and oversight: Ms. Hart’s multi-committee assignments and Audit Committee Financial Expert designation add depth to LSTR’s audit, compensation, risk, and strategy oversight and signal strong financial stewardship.
- Independence and alignment: She is independent under SEC/NASDAQ rules; initial Form 3 shows no LSTR holdings, but director ownership guidelines require building a meaningful stake (≥5x cash retainer) within five years, supporting future alignment.
- Compensation structure: Director pay mix emphasizes equity via time-based restricted stock (standard $150k annual grant; pro-rated $80,959 grant at appointment) plus a $100k cash retainer; absence of performance-linked director pay reduces pay-for-performance risk but also limits direct performance incentives.
- Potential conflicts/interlocks: She is CFO of POOL (a large shipper) and previously served on Beacon’s board; Landstar’s CEO previously served as Beacon’s CFO, creating a historical network tie. No related-party transactions or conflicts were disclosed in the appointment 8-K. Continued monitoring for any business dealings involving POOL is prudent.