Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses LSTR in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named LSTR in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Frank Lonegro | $800,000 | $0 | $3,473,049 | $0 | $210,000 | $3,444 | $88,394 | $4,574,887 |
| President and Chief Executive Officer | ||||||||
| Michael Kneller | 425,000 | 0 | 947,384 | 0 | 67,000 | 36,920 | 27,553 | 1,503,857 |
| Vice President, General Counsel and Secretary | ||||||||
| James Todd | 375,000 | 0 | 714,834 | 0 | 47,000 | 62,181 | 28,715 | 1,227,730 |
| Vice President and Chief Financial Officer | ||||||||
| Ricardo Coro | 400,000 | 0 | 714,834 | 0 | 68,000 | 0 | 31,259 | 1,214,093 |
| Vice President and Chief Information Officer | ||||||||
| Matthew Miller | 300,000 | 0 | 500,241 | 0 | 52,094 | 0 | 21,886 | 874,221 |
| Vice President and Chief Safety and Operations Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Frank Lonegro | $4,574,887 | $13,374,405 | — | −8,799,518 |
| Michael Kneller | 1,503,857 | 1,401,942 | 1,411,024 | +101,915 |
| James Todd | 1,227,730 | 1,177,012 | 1,144,808 | +50,718 |
| Ricardo Coro | 1,214,093 | 1,119,066 | 1,117,285 | +95,027 |
| Matthew Miller | 874,221 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Ricardo Coro | RSU | 2025-01-31 | — | — | 1,512 | — | $249,888 |
| Ricardo Coro | PSU | 2025-01-31 | — | 3,025 | — | 6,050 | 464,946 |
| Michael Kneller | PSU | 2025-01-31 | — | 4,538 | — | 9,076 | 697,496 |
| Michael Kneller | RSU | 2025-01-31 | — | — | 1,512 | — | 249,888 |
| Frank Lonegro | RSU | 2025-01-31 | — | — | 6,050 | — | 613,228 |
| Frank Lonegro | PSU | 2025-01-31 | — | 12,101 | — | 24,202 | 1,859,937 |
| Frank Lonegro | RSU | 2025-01-31 | — | — | 6,050 | — | 999,884 |
| Matthew Miller | PSU | 2025-01-31 | — | 2,117 | — | 4,234 | 325,385 |
| Matthew Miller | RSU | 2025-01-31 | — | — | 1,058 | — | 174,856 |
| James Todd | RSU | 2025-01-31 | — | — | 1,512 | — | 249,888 |
| James Todd | PSU | 2025-01-31 | — | 3,025 | — | 6,050 | 464,946 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Ricardo Coro | $249,888 | $464,946 | $0 | 65.0% |
| Michael Kneller | 249,888 | 697,496 | 0 | 73.6% |
| Frank Lonegro | 1,613,112 | 1,859,937 | 0 | 53.6% |
| Matthew Miller | 174,856 | 325,385 | 0 | 65.0% |
| James Todd | 249,888 | 464,946 | 0 | 65.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Ricardo Coro | RSU | 2,857 | — | $417,179 |
| Matthew Miller | RSU | 2,420 | — | 353,368 |
| Frank Lonegro | PSU | 89,307 | — | 13,040,608 |
| Michael Kneller | PSU | 18,908 | — | 2,760,946 |
| Frank Lonegro | RSU | 14,878 | — | 2,172,486 |
| Ricardo Coro | PSU | 12,808 | — | 1,870,224 |
| James Todd | PSU | 9,498 | — | 1,386,898 |
| Matthew Miller | PSU | 4,071 | — | 594,447 |
| James Todd | RSU | 3,448 | — | 503,477 |
| Michael Kneller | RSU | 2,857 | — | 417,179 |
The Company's executive compensation philosophy is to attract and motivate executive talent by tying a significant portion of compensation to the Company's success in meeting specified annual corporate financial performance goals and, through stock-based awards, aligning executive interests with stockholders. The program emphasizes a pay-for-performance approach, with base salary intended to be a modest percentage of total compensation and long-term incentives paid in stock-based awards.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | FW Cook; Compensation Strategies, Inc. |
| Clawback policy | true |
| Anti-hedging | true |
| Anti-pledging | true |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-05 | 28,709,272 | 1,650,850 | 31,851 | 94.56% | Passed |
| 2025 | 2025-05-16 | 15,217,090 | 16,993,183 | 335,402 | 47.24% | Failed |
| 2024 | 2024-05-07 | 31,432,273 | 1,385,859 | 61,470 | 95.78% | Passed |
| 2023 | 2023-05-10 | 31,054,801 | 1,719,176 | 51,653 | 94.75% | Passed |
| 2022 | 2022-05-11 | 32,884,349 | 969,507 | 161,780 | 97.14% | Passed |
| 2021 | 2021-05-12 | 35,400,071 | 397,307 | 82,794 | 98.89% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-05 | 94.56%a |
| 2025 | 2025-05-16 | 47.24%b |
| 2024 | 2024-05-07 | 95.78%c |
a. Approved under the standard stated in the filing — “Abstentions from voting and broker non-votes will have no effect on the outcome of this proposal.”.
b. Approved under the standard stated in the filing — “Abstentions from voting and broker non-votes will have no effect on the outcome of this proposal.”.
c. Approved under the standard stated in the filing — “Abstentions from voting and broker non-votes will have no effect on the outcome of this proposal.”.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Annual cash retainer | $100,000 |
|---|---|
| Annual equity retainer | $150,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | $5 |
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
Of the companies Landstar System names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
Reciprocity shown where the peer's own current proxy has been read — each mark is cited in the register to that peer's filing. A dash means the peer's current proxy was read and names no reciprocal group including Landstar System.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Old Dominion Freight Line, Inc. | 2025 | Kevin Freeman | $1,033,680 | $2,377,606 | $0 | $8,167,847 | $11,615,896 |
| 2 | C.H. Robinson Worldwide, Inc. | 2025 | David Bozeman | 1,100,962 | 6,984,383 | 0 | 2,879,618 | 11,045,949 |
| 3 | Ryder System, Inc. | 2025 | Robert Sanchez | 1,100,001 | 7,159,495 | 0 | 1,675,894 | 10,178,386 |
| 4 | Expeditors International of Washington, Inc. | 2025 | Daniel Wall | 100,000 | 5,940,134 | 0 | 3,600,729 | 9,643,863 |
| 5 | J.B. Hunt Transport Services, Inc. | 2025 | Shelley Simpson | 961,385 | 6,927,529 | 0 | 1,067,421 | 9,004,371 |
| 6 | Schneider National Inc. | 2025 | Mark Rourke | 1,000,000 | 5,704,174 | 0 | 569,120 | 7,380,101 |
| 7 | Knight-Swift Transportation Holdings, Inc. | 2025 | Adam Miller | 950,000 | 3,242,667 | — | 803,130 | 5,011,329 |
| 8 | Landstar System | 2025 | Frank Lonegro | 800,000 | 3,473,049 | 0 | 210,000 | 4,574,887 |
| 9 | Hub Group, Inc. | 2024 | Phillip Yeager | 850,000 | 2,400,342 | — | 552,500 | 3,964,450 |
| — | Matson, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Werner Enterprises, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | RXO, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | XPO, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | Saia, Inc. | — | — | — | — | — | — | not in coverage universe |
| — | ArcBest Corporation | — | — | — | — | — | — | not in coverage universe |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| Landstar System | not disclosed | not disclosed | not disclosed | FW Cook; Compensation Strategies, Inc. |
| ArcBest Corporation | not disclosed | not disclosed | not disclosed | not disclosed |
| C.H. Robinson Worldwide, Inc. | 171% | PSU 60 · RSU 40 | No | Semler Brossy |
| Expeditors International of Washington, Inc. | not disclosed | PSU 50 · RSU 50 | No | Meridian Compensation Partners, LLC |
| Hub Group, Inc. | not disclosed | not disclosed | not disclosed | Aon |
| J.B. Hunt Transport Services, Inc. | not disclosed | not disclosed | No | Meridian Compensation Partners, LLC |
| Knight-Swift Transportation Holdings, Inc. | not disclosed | PRSU 60 · RSU 40 | not disclosed | Pearl Meyer |
| Matson, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Old Dominion Freight Line, Inc. | not disclosed | not disclosed | Yes — Three-year relative TSR compared to companies in the Dow Jones Transportation Average | Pearl Meyer |
| RXO, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Ryder System, Inc. | 90% | PSU 60 · RSU 40 | No | FW Cook |
| Saia, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Schneider National Inc. | not disclosed | PSU 60 · RSU 40 | not disclosed | Frederic W. Cook & Co, Inc. |
| Werner Enterprises, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| XPO, Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
Read from each company's Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company's filing does not state the item.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Frank Lonegro | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Summary Compensation Table”. As printed: 4,574,887. Filing ↗machine: r3 · c39 · span 755488–755497 |
| 2 | Section 01, Michael Kneller | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Summary Compensation Table”. As printed: 1,503,857. Filing ↗machine: r11 · c39 · span 775946–775955 |
| 3 | Section 01, James Todd | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Summary Compensation Table”. As printed: 1,227,730. Filing ↗machine: r7 · c39 · span 764642–764651 |
| 4 | Section 01, Ricardo Coro | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Summary Compensation Table”. As printed: 1,214,093. Filing ↗machine: r15 · c39 · span 787242–787251 |
| 5 | Section 01, Matthew Miller | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Summary Compensation Table”. As printed: 874,221. Filing ↗machine: r19 · c39 · span 799876–799883 |
| 6 | Section 03, Ricardo Coro RSU | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 920707–920714 |
| 7 | Section 03, Ricardo Coro PSU | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 916797–916804 |
| 8 | Section 03, Michael Kneller PSU | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 905112–905119 |
| 9 | Section 03, Michael Kneller RSU | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 909047–909054 |
| 10 | Section 03, Frank Lonegro RSU | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 885699–885706 |
| 11 | Section 03, Frank Lonegro PSU | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 877852–877861 |
| 12 | Section 03, Frank Lonegro RSU | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 881764–881771 |
| 13 | Section 03, Matthew Miller PSU | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 928456–928463 |
| 14 | Section 03, Matthew Miller RSU | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 932391–932398 |
| 15 | Section 03, James Todd RSU | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 897359–897366 |
| 16 | Section 03, James Todd PSU | DEF 14A | 2026-03-23 | 0001193125-26-118697 | Section “Grants of Plan-Based Awards” · grants of plan-based awards table. Filing ↗machine: span 893449–893456 |
| 17 | Section 06, 2026 vote | Form 8-K | 2026-05-06 | 0001193125-26-207702 | Item 5.07 · say-on-pay result. As reported: 94.56% (votes for as printed: 28,709,272). Filing ↗ |
| 18 | Section 06, 2025 vote | Form 8-K | 2025-05-20 | 0001193125-25-123208 | Item 5.07 · say-on-pay result. As reported: 47.24% (votes for as printed: 15,217,090). Filing ↗ |
| 19 | Section 06, 2024 vote | Form 8-K | 2024-05-07 | 0001193125-24-133282 | Item 5.07 · say-on-pay result. As reported: 95.78% (votes for as printed: 31,432,273). Filing ↗ |
| 20 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 21 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 22 | Old Dominion Freight Line, Inc., Section 10b CEO total | DEF 14A | 2026-04-20 | 0000878927-26-000006 | CEO total compensation as printed in Old Dominion Freight Line, Inc.'s own proxy. As printed: 11,615,896. Filing ↗machine: t7 · r4 · c12 · span 336288–336298 |
| 23 | C.H. Robinson Worldwide, Inc., Section 10b CEO total | DEF 14A | 2026-03-24 | 0001043277-26-000011 | CEO total compensation as printed in C.H. Robinson Worldwide, Inc.'s own proxy. As printed: 11,045,949. Filing ↗machine: r3 · c39 · span 1034575–1034585 |
| 24 | Ryder System, Inc., Section 10b CEO total | DEF 14A | 2026-03-11 | 0001628280-26-016651 | CEO total compensation as printed in Ryder System, Inc.'s own proxy. As printed: 10,178,386. Filing ↗machine: t211 · r2 · c8 · span 970489–970499 |
| 25 | Expeditors International of Washington, Inc., Section 10b CEO total | DEF 14A | 2026-03-24 | 0001193125-26-121388 | CEO total compensation as printed in Expeditors International of Washington, Inc.'s own proxy. As printed: 9,643,863. Filing ↗machine: r2 · c6 · span 687349–687359 |
| 26 | J.B. Hunt Transport Services, Inc., Section 10b CEO total | DEF 14A | 2026-03-11 | 0001437749-26-007732 | CEO total compensation as printed in J.B. Hunt Transport Services, Inc.'s own proxy. As printed: 9,004,371. Filing ↗machine: r1 · c21 · span 825167–825176 |
| 27 | Schneider National Inc., Section 10b CEO total | DEF 14A | 2026-03-17 | 0001104659-26-029426 | CEO total compensation as printed in Schneider National Inc.'s own proxy. As printed: 7,380,101. Filing ↗machine: r1 · c42 · span 1012102–1012111 |
| 28 | Knight-Swift Transportation Holdings, Inc., Section 10b CEO total | DEF 14A | 2026-04-02 | 0001492691-26-000025 | CEO total compensation as printed in Knight-Swift Transportation Holdings, Inc.'s own proxy. As printed: 5,011,329. Filing ↗ |
| 29 | Landstar System (subject), Section 10b CEO total | DEF 14A | 2026-03-23 | 0001193125-26-118697 | CEO total compensation as printed in Landstar System's own proxy. As printed: 4,574,887. Filing ↗machine: r3 · c39 · span 755488–755497 |
| 30 | Hub Group, Inc., Section 10b CEO total | DEF 14A | 2025-04-03 | 0001140361-25-012045 | CEO total compensation as printed in Hub Group, Inc.'s own proxy. As printed: 3,964,450. Filing ↗ |
| 31 | Section 10a, J.B. Hunt Transport Services, Inc. reciprocity | DEF 14A | — | 0001437749-26-007732 | J.B. Hunt Transport Services, Inc.'s most recent proxy was read; its disclosed peer group does not include Landstar System. Filing ↗ |
| 32 | Section 10a, C.H. Robinson Worldwide, Inc. reciprocity | DEF 14A | — | 0001043277-26-000011 | C.H. Robinson Worldwide, Inc. names Landstar System in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 33 | Section 10a, Ryder System, Inc. reciprocity | DEF 14A | — | 0001628280-26-016651 | Ryder System, Inc. names Landstar System in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 34 | Section 10a, Knight-Swift Transportation Holdings, Inc. reciprocity | DEF 14A | — | 0001492691-26-000025 | Knight-Swift Transportation Holdings, Inc. names Landstar System in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 35 | Section 10a, Hub Group, Inc. reciprocity | DEF 14A | — | 0001140361-25-012045 | Hub Group, Inc.'s most recent proxy was read; its disclosed peer group does not include Landstar System. Filing ↗ |
| 36 | Section 10a, Expeditors International of Washington, Inc. reciprocity | DEF 14A | — | 0001193125-26-121388 | Expeditors International of Washington, Inc.'s most recent proxy was read; its disclosed peer group does not include Landstar System. Filing ↗ |
| 37 | Section 10a, Schneider National Inc. reciprocity | DEF 14A | — | 0001104659-25-024115 | Schneider National Inc. names Landstar System in its own disclosed peer group (read from its most recent proxy). Filing ↗ |
| 38 | Section 10a, Old Dominion Freight Line, Inc. reciprocity | DEF 14A | — | 0000878927-26-000006 | Old Dominion Freight Line, Inc. names Landstar System in its own disclosed peer group (read from its most recent proxy). Filing ↗ |