DEF 14A of Landstar System Inc, Mar 23, 2026

DEF 14A of Landstar System Inc

Filed Mar 23, 2026 · FY20250001193125-26-118697

Open on EDGAR

  1. To Be Held May 5, 2026

    | Compensation Committee Report | 54 | | Compensation of Named Executives | 55 | | Summary Compensation Table | 55 | | Grants of Plan-Based Awards | 56 | | Stock Vested | 57 | | Outstanding Equity Awards at Fiscal Year End | 57 | | Nonqualified Deferred Compensation | 58 | | Potential Payment Upon Termination or Change in Control | 58 | | Pay Ratio | 60 | | Pay Versus Performance | 61 | | Security Ownership by Management and Others | 66 | | Section 16(a) Beneficial Ownership Reporting Compliance | 67 | | Proposal Number Two-Ratification of Appointment of Independent Registered Public Accounting Firm | 68 | | Proposal Number Three-Advisory Vote to Approve Executive Compensation | 69 | | Stockholder Proposals | 71 | | Delivery of Documents to Security Holders Sharing an Address | 71 | | Other Matters | 72 |

  2. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS There are currently ten members of the Board, whose terms will expire at the 2026 Annual Meeting. As disclosed by the Company in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 30, 2025, the Board elected J. Barr Blanton and Melanie M. Hart to the Board, effective October 31, 2025. The current term of the appointments of Mr. Blanton and Ms. Hart will each expire at the 2026 Annual Meeting. In connection with the appointments of Mr. Blanton and Ms. Hart, the size of the Board was expanded from eight to ten members. Mr. Anthony J. Orlando has informed the Board of his desire to retire from service as a Director of the Company upon the expiration of his current term as of the 2026 Annual Meeting. Following the 2026 Annual Meeting and Mr. Orlando’s retirement from service on the Board and each of the committees on which he serves, it is anticipated that the size of the Board will be reduced from ten directors to nine directors. The Board has nominated Dr. Homaira Akbari, Mr. David G. Bannister, Mr. J. Barr Blanton, Ms. Melanie M. Hart, Mr. James L. Liang, Mr. Frank A. Lonegro, Ms. Diana M. Murphy, Mr. George P. Scanlon and Ms. Teresa L. White as Directors for election at the 2026 Annual Meeting. It is intended that the shares represented by the form of proxy will be voted at the 2026 Annual Meeting for the election of nominees Dr. Akbari, Mr. Bannister, Mr. Blanton, Ms. Hart, Mr. Liang, Mr. Lonegro, Ms. Murphy, Mr. Scanlon and Ms. White as Directors, unless the proxy specifies otherwise. Dr. Akbari, Mr. Bannister, Mr. Blanton, Ms. Hart, Mr. Liang, Mr. Lonegro, Ms. Murphy, Mr. Scanlon and Ms. White would each be elected for a term to expire at the 2027 Annual Meeting, and each has indicated his or her willingness to serve as a member of the Board, if elected. If, for any reason not presently known, Dr. Akbari, Mr. Bannister, Mr. Blanton, Ms. Hart, Mr. Liang, Mr. Lonegro, Ms. Murphy, Mr. Scanlon or Ms. White is not available for election at the time of the 2026 Annual Meeting, the shares represented by the form of proxy may be voted for the election of one or more substitute nominee(s), if any, designated by the Board or a committee thereof, unless the proxy withholds authority to vote for such substitute nominee(s). Assuming the presence of a Quorum, to be elected, a nominee must receive the affirmative vote of a majority of the votes cast by the holders of Common Stock with respect to that director’s election at the 2026 Annual Meeting. Abstentions from voting and broker non-votes will have no effect on the outcome of this proposal.

  3. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    | PROPOSAL 1 | | THE BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL |

  4. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    The following information describes the principal occupation or employment, other affiliations and business experience of each of the nominees named above for election as a Director at the 2026 Annual Meeting.

  5. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    | Homaira Akbari | Business Experience Dr. Akbari has been a Director of the Company since January 2013. Dr. Akbari is currently the President and Chief Executive Officer of AKnowledge Partners, LLC, a global advisory firm providing high-impact consultative strategies and advice to Fortune 1000 companies and private equity firms in the sectors of The Internet of Things, cybersecurity, enterprise software and artificial intelligence. From 2007 to 2012, Dr. Akbari was the President and Chief Executive Officer of SkyBitz, Inc., a leading provider of remote asset tracking and security solutions specializing in real-time decision-making tools for companies with unpowered assets such as truck trailing equipment, intermodal containers and rail cars. Prior to her service with SkyBitz, Dr. Akbari held executive positions at Microsoft Corporation, Thales Group, TruePosition, Inc., a subsidiary of Liberty Media Corporation, and Cambridge Strategic Management Group (CSMG). Dr. Akbari holds a Ph.D. in particle physics from Tufts University and is presently a member of the Business Board of Advisors for Carnegie Mellon University. Dr. Akbari also serves on the board of directors of Banco Santander, S.A., a company incorporated in Spain and listed on the New York Stock Exchange (“NYSE”), and the board of directors of Babcock & Wilcox Enterprises, Inc., a NYSE listed company. Dr. Akbari formerly served on the board of directors of (i) Santander Consumer USA Holdings, Inc., formerly a NYSE listed company, from January 2020 to June 2025, (ii) Temenos AG, a company incorporated in Switzerland and listed on the SIX Swiss Exchange, from May 2020 to May 2023, (iii) GEMALTO N.V., a company incorporated in the Netherlands and formerly listed on the Euronext Amsterdam and Euronext Paris, from 2013 to 2019, and (iv) Veolia S.A., a company incorporated in France and listed on the Euronext Paris, from 2015 to 2019. | | Age: 65 Director Since: January 2013 Committee Membership: • Safety and Risk Committee (Chair) • Audit Committee • Compensation Committee • Corporate Governance, Nominating and Sustainability Committee • Strategic Planning Committee | | | Board Qualifications Dr. Akbari has extensive business experience, with an emphasis on the use of technology within the transportation and logistics sector and cybersecurity. The Board believes Dr. Akbari’s experience as leading AKnowledge Partners and as the former Chief Executive Officer of SkyBitz, a major technology vendor to the transportation sector, as well as to many industrial sectors served by the Company, provides important technological, cybersecurity and business expertise to the Board. The Board also believes that Dr. Akbari’s prior executive service in various capacities with a number of large multinational corporations provides the Board with additional expertise in international matters. | |

  6. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    | David G. Bannister | Business Experience Mr. Bannister has been a Director of the Company since April 1991. Mr. Bannister is currently a private investor. From May 2005 to September 2014, Mr. Bannister held a number of positions with FTI Consulting, Inc. (“FTI”), a global business consulting firm listed on the NYSE. Effective April 1, 2011, Mr. Bannister was elected to the position of Chairman of the North American Region of FTI. In this capacity, Mr. Bannister had operating and profitability responsibility for FTI’s client-service operations and business segments. Mr. Bannister served as Executive Vice President and Chief Financial Officer of FTI from March 2010 to April 2011, Executive Vice President – Corporate Development and Chief Administrative Officer from December 2008 to March 2010, Executive Vice President – Corporate Development from June 2006 to December 2008 and Senior Vice President – Business Development from May 2005 to June 2006. From 1998 to 2003, Mr. Bannister was a General Partner of Grotech Capital Group, Inc., a private equity and venture capital firm. Prior to joining Grotech Capital Group, Inc. in May 1998, Mr. Bannister was a Managing Director at Deutsche Bank Alex Brown Incorporated. | | Age: 70 Director Since: April 1991 Committee Membership: • Compensation Committee (Chair) • Audit Committee • Corporate Governance, Nominating and Sustainability Committee • Safety and Risk Committee • Strategic Planning Committee | | | Board Qualifications Mr. Bannister has broad financial and strategic experience through a long career that has included work as (i) an investment banker focused on the transportation sector, (ii) a private equity and venture capital investor and (iii) as a senior executive with FTI. In his former capacity as a senior executive with FTI, Mr. Bannister was involved extensively with FTI’s operational strategy and global expansion, with responsibility for all of FTI’s business segments, budgeting and strategic growth initiatives. Earlier in his career, Mr. Bannister was a certified public accountant with Deloitte, Haskins and Sells and has extensive experience with financial reporting and auditing matters. The Board believes Mr. Bannister’s experience, together with his over 30 years of service as a Director of the Company, allows him to bring a sophisticated, diverse and seasoned business perspective to the Board. | |

  7. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    | J. Barr Blanton | Business Experience Mr. Blanton has been a Director of the Company since October 2025. Mr. Blanton currently serves as Chairman of the board of directors and Chief Executive Officer of Crosslake Technologies, a private equity-held provider of technology diligence and advisory services to private equity firms and their portfolio companies. Before joining Crosslake Technologies in 2021, Mr. Blanton was a partner at McKinsey & Company, where he was managing partner for the Charlotte office and specialized in transformation and private equity practices. In this role, he advised Fortune 500 clients, private equity firms and their portfolio companies on corporate strategy and business innovation. Blanton also serves on the board of MOXFIVE, a cybersecurity company specializing in incident response and forensics. | | Age: 42 Director Since: October 2025 Committee Membership: • Audit Committee • Compensation Committee • Corporate Governance, Nominating and Sustainability Committee • Safety and Risk Committee • Strategic Planning Committee | | | Board Qualifications Mr. Blanton is a recognized leader in technology advisory and business transformation. The Board believes Mr. Blanton brings extensive experience in managing and advising businesses through strategic and technology-driven growth and development. | |

  8. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    | Melanie M. Hart | Business Experience Ms. Hart has been a Director of the Company since October 2025. Ms. Hart currently serves as Senior Vice President, Chief Financial Officer and Treasurer at Pool Corporation (NASDAQ: POOL) (“PoolCorp”), the world’s largest wholesale distributor of swimming pool and related outdoor living products. Ms. Hart previously served in various roles at PoolCorp, including PoolCorp’s Chief Accounting Officer and Corporate Controller from 2008 to 2021, Vice President beginning in 2019, Corporate Controller from 2007 to 2008, and Senior Director of Corporate Accounting from 2006 to 2007. Prior to joining PoolCorp in 2006, Ms. Hart spent 12 years at Ernst & Young in the assurance and advisory business services group. Ms. Hart previously served on the board of directors of Beacon Roofing Supply, Inc., formerly a Fortune 500 NASDAQ listed North American distribution company (“Beacon”). Ms. Hart is a Certified Public Accountant and NACD Directorship Certified. | | Age: 53 Director Since: October 2025 Committee Membership: • Audit Committee • Compensation Committee • Corporate Governance, Nominating and Sustainability Committee • Safety and Risk Committee • Strategic Planning Committee | | | Board Qualifications Ms. Hart brings extensive experience in financial management and strategic leadership to the Board. Her current experience as a senior executive of a publicly traded company as well as her past experience at a major accounting firm provides value in our financial reporting and financial oversight responsibilities. | |

  9. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    | James L. Liang | Business Experience Mr. Liang has been a Director of the Company since March 2022. Mr. Liang invests in early-stage technology companies and is an operating partner at Updata Partners LLC, a growth equity investment firm focused on B2B software companies. Earlier in his career, Mr. Liang served from 2008 to 2011 as the Senior Vice President, Strategy & Corporate Development at Amdocs, Ltd., a publicly held software company listed on the NASDAQ Global Select Market, where he led all corporate strategic planning and acquisition activities. Before that, Mr. Liang served as Vice President, Strategy – Global Technology Services (GTS), IBM’s technology services division, leading initiatives to drive global growth. Prior to his roles as an operator, Mr. Liang was an investment banker at Morgan Stanley & Co., Inc. from 1993 to 2004, culminating his service at Morgan Stanley as the head of global technology investment banking. | | Age: 68 Director Since: March 2022 Committee Membership: • Audit Committee • Compensation Committee • Corporate Governance, Nominating and Sustainability Committee • Safety and Risk Committee • Strategic Planning Committee | | | Board Qualifications Mr. Liang brings broad financial and strategic expertise from a career spanning investment banking in the software and services sectors, senior leadership roles at IBM and Amdocs, and early-stage technology investing. At IBM and Amdocs, he led efforts to develop strategies to reinvigorate core businesses and launch new ventures. As an investment banker, he advised leading software and services companies on complex financings and strategic transactions. The Board believes Mr. Liang provides valuable strategic and financial judgment that are informed by his diverse experiences. | |

  10. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    | Frank A. Lonegro | Business Experience Mr. Lonegro has been a Director of the Company since February 2024. Mr. Lonegro has been President and Chief Executive Officer of the Company since February 2024. He is also an officer or director of each of the Company’s subsidiaries and is a trustee of the Landstar Scholarship Fund. Prior to joining Landstar, Mr. Lonegro was the Executive Vice President and Chief Financial Officer of Beacon, formerly a Fortune 500 NASDAQ listed North American distribution company specializing in residential and commercial roofing products and complementary offerings such as siding and waterproofing. Prior to working at Beacon, Mr. Lonegro worked for almost 20 years at CSX Corporation, a Fortune 500 NASDAQ listed rail transportation company. During his tenure at CSX, Mr. Lonegro served in a number of capacities, including Executive Vice President and Chief Financial Officer from 2015 to 2019, as well as executive leadership roles in technology and operations earlier in his tenure, including President of CSX Technology, Vice President of Service Design, and Vice President of Mechanical. Mr. Lonegro also serves on the board of directors of Duos Technologies Group, Inc., a NASDAQ listed company. | | Age: 57 Director Since: February 2024 Committee Membership: • Safety and Risk Committee • Strategic Planning Committee | | | Board Qualifications Mr. Lonegro has broad financial, operational and technology leadership experience at large, publicly-traded organizations. As Chief Executive Officer, Mr. Lonegro is responsible for leading the overall strategic direction of the enterprise. | |

  11. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    | Diana M. Murphy | Business Experience Ms. Murphy was elected by the Board of Directors as Non-Executive Chairman of the Board in May 2015. Ms. Murphy served as Lead Independent Director of the Board from May 2012 to May 2015. Ms. Murphy has been a Director of the Company since February 1998. Ms. Murphy is a Managing Director of Rocksolid Holdings, LLC, a private equity firm. She was the Managing Director of the Georgia Research Alliance Venture Fund from 2012 to 2015. From 1997 to 2007, she was a Managing Director at Chartwell Capital Management Company, a private equity firm. Prior to that time, Ms. Murphy spent over 15 years in various senior management positions in the publishing industry. Ms. Murphy also serves on the board of directors of American International Group, Inc. (AIG), a NYSE listed company, and Atlanta Braves Holdings, Inc., a NASDAQ listed company. Ms. Murphy served on the board of directors of Synovus Financial Corporation, formerly a NYSE listed company, from 2017 to 2025, and the board of directors of CTS Corporation, a NYSE listed company, from 2010 to 2020. Ms. Murphy also serves on the board of directors of several private companies and non-profit organizations and is a past President of the United States Golf Association. | | Age: 69 Director Since: February 1998 Committee Membership: • Corporate Governance, Nominating and Sustainability Committee (Chair) • Audit Committee • Compensation Committee • Safety and Risk Committee • Strategic Planning Committee | | | Board Qualifications Ms. Murphy has extensive experience in leadership roles on boards of publicly traded, private and non-profit organizations. The Board believes Ms. Murphy’s business acumen and expertise in strategic planning, management development and risk management, provides important perspective and experience to the Board, especially in her role as Non-Executive Chairman. | |

  12. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    | George P. Scanlon | Business Experience Mr. Scanlon has been a Director of the Company since May 2017. Mr. Scanlon is currently a private investor. From 2010 to 2013, Mr. Scanlon was the Chief Executive Officer of Fidelity National Financial, Inc. (“FNF”), after serving as Chief Operating Officer of FNF earlier in 2010. FNF, listed on the NYSE, is the nation’s largest title insurance company, through its title insurance underwriters, and a leading provider of technology and transaction services to the real estate and mortgage industries. Mr. Scanlon also served as the Executive Vice President—Finance of Fidelity National Information Services from 2009 to 2010 and the Chief Financial Officer of Fidelity National Information Services, also listed on the NYSE, from 2008 to 2009. Prior to working at FNF, Mr. Scanlon served as the Chief Financial Officer at several companies in various industries, including real estate, technology and data services. Earlier in his career, Mr. Scanlon worked for approximately 18 years for Ryder System, Inc., a NYSE-listed transportation and supply chain management solutions company, in a number of financial, audit and strategic roles, and for Price Waterhouse (now PricewaterhouseCoopers International Limited) (“PwC”) as an accountant. Mr. Scanlon also currently serves on the board of directors of Weave Communications, Inc., a NYSE listed company, and Cyndx Holdco, Inc., a privately held company. Mr. Scanlon previously served on the board of directors of WageWorks, Inc., formerly a NYSE-listed company, from 2018 to 2019 and Remy International, Inc., formerly a NASDAQ-listed company, from 2012 to 2015. | | Age: 68 Director Since: May 2017 Committee Membership: • Strategic Planning Committee (Chair) • Audit Committee • Compensation Committee • Corporate Governance, Nominating and Sustainability Committee • Safety and Risk Committee | | | Board Qualifications Mr. Scanlon has broad business, financial and strategic expertise through a long career with both public and private companies in a number of industries. Mr. Scanlon’s service as an executive at FNF, particularly his service as the former Chief Executive Officer of FNF, brings valuable experience to the Board. FNF also owned equity positions in a number of private portfolio companies on whose boards Mr. Scanlon previously served, including Comdata, Inc., a leading provider of fleet management and B2B payment solutions for the trucking industry and a key vendor to the Company. Mr. Scanlon also offers a very strong financial background, having served as the chief financial officer at a number of companies, as a financial executive at Ryder System, Inc., and as an accountant at PwC. | |

  13. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    | Teresa L. White | Business Experience Ms. White has been a Director of the Company since March 2022. Ms. White served as President of Aflac U.S., which constitutes the operating U.S. insurance businesses for Aflac Incorporated, a publicly held company listed on the NYSE, from October 2014 until March 2023. Prior to becoming President, Ms. White served in various leadership positions with Aflac, including Chief Operating Officer from July 2013 to September 2014, Executive Vice President and Chief Services Officer from October 2012 to July 2013 and Executive Vice President and Chief Administrative Officer from March 2008 to October 2012, among others. Ms. White also serves on the board of directors of Pinnacle Financial Partners, Inc., a NYSE listed company. Ms. White served on the board of directors of Synovus Financial Corporation, formerly a NYSE listed company which merged with Pinnacle Financial Partners, Inc. in January 2026, from 2019 to 2026. Ms. White has served on the boards of various non-profit and professional organizations, including the Georgia Chamber Board of Governors, Neighborworks Columbus and Americas Health Insurance Plans. | | Age: 59 Director Since: March 2022 Committee Membership: • Audit Committee • Compensation Committee • Corporate Governance, Nominating and Sustainability Committee • Safety and Risk Committee • Strategic Planning Committee | | | Board Qualifications Ms. White’s long, multifaceted career at Aflac has included responsibility over many key functional areas, including marketing, sales and distribution, information technology, corporate communications, operations, U.S. financial management and shared services. As President of Aflac U.S., she oversaw the company’s extensive distribution network of individual agents and brokers across the U.S., as well as nearly 5,000 employees. Ms. White’s extensive operational and strategic background, coupled with her marketing, sales, talent and risk management experience in a large, sophisticated business with an extensive independent agent network provides valuable experience and expertise to the Board. | |

  14. PROPOSAL NUMBER ONE — ELECTION OF DIRECTORS

    The business of the Company is managed under the direction of the Board. The Board meets on a regularly scheduled basis four times a year to review significant developments affecting the Company and to act on matters requiring Board approval. It also holds special meetings and acts by written consent when matters require Board action between scheduled meetings. In addition, the Independent Directors (as defined below) of the Board meet regularly in executive session without any other members of management or the Board present.

  15. Non-Executive Chairman

    Non-Executive Chairman On May 19, 2015, the Board elected Diana M. Murphy to serve as Non-Executive Chairman of the Board for such term as the Board may determine. In appointing Ms. Murphy as the Non-Executive Chairman of the Board following the Company’s 2015 Annual Meeting, the Board considered Ms. Murphy’s extensive experience with the Company having served on the Board since 1998, including her service as Lead Independent Director since 2012 and her service at various times as Chairman of the Nominating and Corporate Governance Committee (subsequently renamed the Corporate Governance, Nominating and Sustainability Committee), the Strategic Planning Committee and the Compensation Committee. The duties and responsibilities of the Non-Executive Chairman include: (i) to preside as the chairman at all meetings of the Board; (ii) to preside as the chairman at all meetings of the Independent Directors; (iii) to serve as a liaison between the Independent Directors and the Chief Executive Officer; (iv) to coordinate with the Chief Executive Officer to prepare meeting agendas and related materials for meetings of the Board; (v) to coordinate with the other Independent Directors of the Board to develop the agenda with respect to all meetings of the Independent Directors; (vi) to have the authority to call meetings of the Board and meetings of the Independent Directors; (vii) to approve the annual schedule of meetings of the Board; (viii) to ensure that the Board has adequate resources, including complete, timely information necessary to enable the members of the Board to perform their duties; and (ix) to communicate to management, as appropriate, the results of private discussions among the Independent Directors. In addition to the aforementioned duties, the Non-Executive Chairman of the Board is also the Chairman of the Corporate Governance, Nominating and Sustainability Committee. In that capacity, Ms. Murphy leads the process by which potential new Independent Directors are identified and evaluated. The Board believes it is important to confer this responsibility on the Non-Executive Chairman in order to support a Board structure where the Independent Directors retain the decision-making authority of the Board.

  16. Director Compensation

    Director Compensation

  17. Director Compensation

    | Name | Fees earned or paid in cash ($) | Stock awards ($) (1) | All Other Compensation ($) (2) | Total ($) | | Homaira Akbari | 100,000 | 149,973 | 3,210 | 253,183 | | David G. Bannister | 100,000 | 149,973 | 3,210 | 253,183 | | J. Barr Blanton | 15,934 | 80,960 | 258 | 97,152 | | Melanie M. Hart | 15,934 | 80,960 | 258 | 97,152 | | James L. Liang | 100,000 | 149,973 | 3,210 | 253,183 | | Diana M. Murphy | 150,000 | 149,973 | 3,210 | 303,183 | | Anthony J. Orlando (3) | 100,000 | 149,973 | 17,069 | 267,042 | | George P. Scanlon | 100,000 | 149,973 | 3,210 | 253,183 | | Teresa L. White | 100,000 | 149,973 | 3,210 | 253,183 |

  18. Director Compensation

    | (1) Dr. Akbari, Mr. Bannister, Mr. Liang, Ms. Murphy, Mr. Orlando, Mr. Scanlon and Ms. White were each granted 1,043 restricted shares on May 19, 2025, the first business day immediately following the date of the Company’s 2025 Annual Meeting. The fair market value of a share of Common Stock on May 19, 2025 was $143.79. Mr. Blanton and Ms. Hart were each granted 645 restricted shares on October 31, 2025, upon their appointment as Directors of the Company. The fair market value of a share of Common Stock on October 31, 2025 was $125.52. |

  19. Director Compensation

    | (2) Dr. Akbari, Mr. Bannister, Mr. Liang, Ms. Murphy, Mr. Scanlon and Ms. White were each paid dividends on unvested restricted stock of $3,210 in 2025. Mr. Orlando was paid dividends on unvested restricted stock of $3,210 and dividend equivalents on deferred stock units of $13,859 in 2025. Mr. Blanton and Ms. Hart were each paid dividends on unvested restricted stock of $258. Dividends paid on shares of unvested restricted stock and dividend equivalents paid on deferred stock units are included in All Other Compensation in the table above. |

  20. Director Compensation

    | (3) Mr. Anthony J. Orlando has informed the Board of his desire to retire from service as a Director of the Company upon the expiration of his current term as of the 2026 Annual Meeting. |

  21. Table of Contents

    | | | iii. | Compensation Consultant | 50 | | | | iv. | Clawback Rights | 51 | | | | v. | Equity Ownership Guidelines | 51 | | | | vi. | Policy Regarding Hedging and Pledging | 52 | | | | vii. | Deferred Compensation | 52 | | | | viii. | Key Executive Employment Protection Agreements | 52 | | | | ix. | Other Benefits and Arrangements | 52 | | | | x. | Timing of Equity Grants | 53 | | | | xi. | Tax Considerations | 53 | | | j. | Compensation Committee Report | | 54 | | 3. | Compensation of Named Executives | | | 55 | | | a. | Summary Compensation Table | | 55 | | | b. | Grants of Plan-Based Awards | | 56 | | | c. | Stock Vested | | 57 | | | d. | Outstanding Equity Awards at Fiscal Year End | | 57 | | | e. | Nonqualified Deferred Compensation | | 58 | | | f. | Potential Payment Upon Termination or Change in Control | | 58 | | 4. | Pay Ratio | | | 60 | | 5. | Pay Versus Performance | | | 61 |

  22. Table of Contents

    Mr. Dannegger has been Vice President and Chief Field Sales Officer of the Company since March 2024. Mr. Dannegger served as Senior Executive Vice President of each of the Agent-Based Operating Companies in charge of all agent field operations from February 2023 to March 2024. Mr. Dannegger served as Executive Vice President of the Northern Field Division from February 2018 to February 2023. Prior to February 2018, Mr. Dannegger served in various field sales roles with subsidiaries of the Company since 2008.

  23. Table of Contents

    Mr. Todd has been Vice President and Chief Financial Officer of the Company since July 2022. Mr. Todd served as Vice President and Corporate Controller of Landstar System Holdings, Inc. (“LSHI”) from February 2015 to July 2022. Mr. Todd served as Director and Assistant Corporate Controller of LSHI from October 2013 to January 2015. He also served as principal accounting officer of the Company from November 2020 to May 2021. Prior to joining the Company in 2013, Mr. Todd was a certified public accountant in audit with KPMG. He is also an officer or director of each of the Company’s subsidiaries and is a trustee of the Landstar Scholarship Fund.

  24. Short-Term and Long-Term Incentive Compensation – Guiding Principles

    Short-Term and Long-Term Incentive Compensation – Guiding Principles In 2025, the Company awarded both performance stock units and restricted stock to each of its Named Executives based on each individual’s level of responsibility and performance and to help align management’s future interests with that of the Company’s stockholders. The Company believes that its compensation practices align executive compensation with financial performance and, as such, executive compensation arrangements are generally aligned with the Company’s variable cost business model. The Compensation Committee of the Board is solely responsible for decisions with respect to the compensation of the Company’s President and Chief Executive Officer. The Compensation Committee is also responsible, taking into consideration recommendations of the President and Chief Executive Officer, for decisions with respect to the compensation awarded to the Named Executives other than the Chief Executive Officer, subject to review by the entire Board.

  25. LETTER FROM THE CHAIRMAN OF THE COMPENSATION COMMITTEE

    LETTER FROM THE CHAIRMAN OF THE COMPENSATION COMMITTEE Dear Fellow Stockholders, I am writing to you as Chairman of the Compensation Committee on behalf of the entire Compensation Committee of Landstar System, Inc.’s Board of Directors. We recognize that we are leading this Company for the benefit of our stockholders. We remain committed to an executive compensation program that is truly pay-for-performance and to ensuring that the Company retains and attracts individuals of outstanding character and ability, who are champions of Landstar’s culture. To do so, we design and implement programs that fairly compensate our employees and allow us to maintain a world-class leadership team that can meet the challenges of a dynamic industry. As a committee, we strongly believe in, and are committed to, executing a pay-for-performance compensation philosophy that closely aligns executive compensation to our strategic, financial and operational performance. Our compensation programs have allowed us to continually enhance our high-performing executive ranks, despite a highly competitive industry where there is always strong demand for talent. At our 2025 Annual Meeting of Stockholders, only 47% of the votes cast were in favor of the “Say-on-Pay” advisory resolution to approve our fiscal 2024 executive compensation program. We were disappointed in, and somewhat surprised by, this outcome, as we have a history of strong “Say on Pay” support from our stockholders with an average approval rate of more than 97% over the preceding five years. In response to this vote, fellow Compensation Committee member Teresa White and I, along with Landstar’s Vice President and Chief Financial Officer, Jim Todd, and Landstar’s Vice President, General Counsel and Secretary, Mike Kneller, engaged in extensive stockholder feedback sessions to understand our stockholders’ perspectives. We proactively reached out to all stockholders who held at least 1% of the outstanding shares of Company stock as of the record date for the 2025 Annual Meeting, representing approximately 68% of the outstanding shares of Common Stock. We also engaged with other stockholders who contacted the Company following the 2025 Annual Meeting of Stockholders. Teresa, Jim, Mike and I met personally with 11 stockholders, representing over 40% of our outstanding shares. More information on those engagement efforts and our efforts to address feedback we received from investors is described below under “Stockholder Engagement on Executive Compensation Topics”. The Company also engaged a new independent compensation consultant to holistically review and offer recommendations to improve our executive compensation programs and practices. As we sought to understand the vote and stockholder concerns, we were aware that ISS and Glass Lewis, the proxy advisory firms, each recommended against our 2025 “Say-on-Pay” advisory resolution, primarily due to concerns focused on the compensation package negotiated with Mr. Lonegro. This understanding was subsequently confirmed during our meetings with representatives of ISS and Glass Lewis. As indicated in their written reports and reiterated in these conversations, each of ISS and Glass Lewis objected to the size of the one-time sign-on performance-based total shareholder return (TSR) restricted stock unit (RSU) award made to Mr. Lonegro in February 2024, in connection with his hiring. This performance contingent award was designed to attract and align Mr. Lonegro’s financial opportunity with that of Landstar’s stockholders. For more information on this award, see below under “Letter Agreement with Mr. Lonegro” and “Stock-based Awards – Grants of TSR-based RSU Awards to Mr. Lonegro”. We note that both proxy advisors indicated that their methodologies for purposes of valuation of such awards do not take into account applicable performance hurdles. Rather, they each focus on the maximum face value opportunity. We respectfully disagree with this approach, which is particularly impactful in this instance. As further described below under “Letter Agreement with Mr. Lonegro”, for Mr. Lonegro’s one-time sign-on TSR-based RSU award to vest, the Company would need to achieve significant shareholder value, increasing the total value of the shares and any associated dividends 9% from the base level, compounded annually over the applicable performance period. Stated differently, the stock price, assuming no change in share count or dividends, would need to grow from its current level to, at a minimum, over $300 per share. The associated payout to Mr. Lonegro, if this high TSR-based performance hurdle were achieved, would represent less than 1% of the value created for stockholders during the applicable performance period. We believe this performance hurdle is challenging and one we hope Mr. Lonegro and his team are successful in achieving. Importantly, however, if this performance hurdle is not achieved, the value of that award to Mr. Lonegro will be zero. Moreover, stockholders indicated that they were generally pleased with our compensation philosophy and program and our focus on pay for performance. For example, evidence of our use of challenging performance goals historically is that no cash bonuses based on achievement of our financial goals were paid to executive leadership with respect to 3 of the last 5 fiscal years, as the Company faced a challenging operating environment. Stockholders also expressed high regard and support for our President and CEO, Mr. Lonegro, and responded positively to our decision to recruit and hire him to Landstar. A few stockholders noted that the negative 2025 say-on-pay vote reflected a concern with the quantum of the one-time sign-on TSR-based RSU award made to Mr. Lonegro in February 2024, in connection with his hiring, even as such stockholders also acknowledged that this award was fully performance-based with a very challenging hurdle rate required for Mr. Lonegro to vest under this award. A number of stockholders also expressed a desire for additional disclosure regarding the process to identify and hire Mr. Lonegro as the Company’s President and Chief Executive Officer. We heard these concerns and have added substantial additional disclosure in this proxy statement to address this feedback. More information is provided below under “CEO Transition Process and the Hiring of Mr. Lonegro” and “Letter Agreement with Mr. Lonegro”. We believe Mr. Lonegro has already had a tremendous impact on Landstar since joining the Company in early 2024, and the letter from Mr. Lonegro towards the beginning of this Proxy Statement reflects a small sampling of that impact. We look forward to his continued leadership. Following other feedback received from stockholders, as well as independent advice and input from a newly engaged compensation consultant, FW Cook (more information on our engagement of FW Cook is described below under “Compensation Consultants”), we made a number of modifications to our executive compensation programs, in both the short-term and long-term incentive programs. These changes are described below under “Changes to Performance-Based Compensation Programs for 2026”. As a result of this process, we believe that we have further improved a program that is supported by market practices and responsive to the feedback we received from you, while continuing to be competitive and incentivize our proven, successful and evolving executive team.

  26. STOCKHOLDER ENGAGEMENT ON EXECUTIVE COMPENSATION TOPICS

    | Engagement Efforts: Reached out to 24 top stockholders, including all stockholders owning 1% or more of the outstanding shares of the Company, representing approximately 68% of shares outstanding Held 11 meetings with stockholders, representing over 40% of shares outstanding Met with ISS and Glass Lewis in January 2026 Chair of Compensation Committee participated in all meetings with stockholders as well as sessions with ISS and Glass Lewis | What We Heard During Our Stockholder Engagement Efforts: • High regard and support for the hiring of our President and CEO. • Stockholders were generally pleased with the historical approach taken by the Compensation Committee with respect to our executive compensation philosophy and program. • Recognition that the negative 2025 say-on-pay vote primarily reflected concerns with the quantum of Mr. Lonegro’s 2024 sign-on TSR-based RSU award made in February 2024. • Positive support with respect to Mr. Lonegro’s 2024 sign-on TSR-based RSU award being fully performance based despite concerns about the magnitude of the award. • Some stockholders indicated a preference for longer term vesting arrangements, generally, and commented favorably on the six-to-ten year vesting period applicable to Mr. Lonegro’s TSR-based RSU awards. • Almost all stockholders viewed TSR over an extended period of time as an appropriate performance metric for a performance-based grant to a Chief Executive Officer. • Interest in additional disclosure regarding the process to identify and hire Mr. Lonegro. • Interest in additional disclosure describing the design and performance thresholds in the Company’s short-term incentive compensation plan. • Interest in additional disclosure regarding performance-based equity award outcomes. Our Response to Stockholder Feedback on Executive Compensation: In response to feedback we received, the Compensation Committee took several actions described in the letter from Mr. Bannister, the Chairman of the Compensation Committee, as well as in “Changes To Performance-Based Compensation Programs For 2026”, each as set forth in “Compensation, Discussion and Analysis”. In addition, the Company undertook to enhance disclosure regarding the process to identify and hire Mr. Lonegro and, more generally, executive compensation, including by refreshing the design and presentation of this Proxy Statement to present information in a more reader-friendly manner. |

  27. CEO TRANSITION PROCESS AND THE HIRING OF MR. LONEGRO

    CEO TRANSITION PROCESS AND THE HIRING OF MR. LONEGRO During our stockholder engagement efforts following the 2025 Annual Meeting, a number of stockholders expressed interest in additional disclosure regarding the process to identify and hire Frank A. Lonegro as the Company’s President and Chief Executive Officer, to succeed James B. Gattoni in that role as of February 2, 2024. This section of the Proxy Statement is intended to address that feedback we received. The Board regularly engages in succession planning discussions with the Company’s Chief Executive Officer regarding the role of the Chief Executive Officer as well as with respect to each of the other Executive Officer positions at the Company. During 2023, Mr. Gattoni informed the Board that he was interested in a discussion regarding his potential transition to retirement from his employment with the Company. Following this discussion with Mr. Gattoni, the Board initiated a formal process to identify a successor to Mr. Gattoni. This process was led by Diana M. Murphy, Non-Executive Chairman of the Board, and involved the consideration of internal and external candidates as well as the retention of Spencer Stuart, a well known executive search firm, to aid the Board in this process. Mr. Gattoni was involved throughout this process. During 2023, the Board engaged in numerous discussions in connection with this process and ultimately concluded that the Company would be best served by the hiring of an external candidate. The Company conducted an external, nationwide search process facilitated by Spencer Stuart during 2023 that involved discussions and interviews with multiple candidates. Ultimately, the Board focused on Mr. Lonegro, who was then employed as the Executive Vice President and Chief Financial Officer of Beacon Building Products, a Nasdaq-listed Fortune 500 building products distribution company serving customers throughout the U.S. and Canada. The Board recognized Mr. Lonegro’s broad strategic, financial, operational and technology leadership at large, publicly traded organizations and his impressive record of achievement as an experienced, solutions-oriented leader. The Board also believed Mr. Lonegro would be a strong cultural fit at Landstar, given his understanding of the fast-paced freight transportation industry, the critical importance of a safety-first culture and the Company’s commitment to the long-term success of Landstar agents, BCOs and other third-party capacity providers to continue to drive growth. The process to negotiate the compensation arrangements with Mr. Lonegro was led by David G. Bannister, the Chairman of the Compensation Committee of the Board and approved by the Compensation Committee. During 2023, as previously disclosed, the Compensation Committee used the services of a compensation consultant, Compensation Strategies, Inc., to assist it in reviewing an appropriate peer group of other transportation and logistics companies, and benchmarking CEO executive compensation, including base salary, annual incentive compensation and long-term incentive compensation to that group. In determining an appropriate compensation package for Mr. Lonegro, we identified that Mr. Lonegro would need to forgo his 2023 bonus and certain equity-related arrangements with Beacon in connection with a transition to the Company on the timeline required by the Board. Moreover, the Board also considered that Mr. Lonegro would be required to relocate his family from Northern Virginia to Jacksonville, Florida in connection with his hiring by the Company.

  28. LETTER AGREEMENT WITH MR. LONEGRO

    LETTER AGREEMENT WITH MR. LONEGRO As previously disclosed, on December 5, 2023, the Company announced the hiring of Mr. Lonegro as the Company’s next President and Chief Executive Officer, effective February 2, 2024. The Company entered into a letter agreement with Mr. Lonegro, dated December 4, 2023 (the “Lonegro Letter Agreement”), that provides Mr. Lonegro with an annual base salary of $800,000 and eligibility for a bonus under the Company’s annual ICP with a “threshold” target bonus percentage of 100% of his annual base salary. The Lonegro Letter Agreement included certain compensatory items related to Mr. Lonegro’s requests for make-whole payments in lieu of compensatory arrangements in place with Beacon as well as relocation related costs associated with moving his family from Northern Virginia to Jacksonville, Florida. These make-whole awards included a sign-on bonus of $2,000,000 worth of restricted stock, granted on February 2, 2024, under the Company’s 2011 Landstar System, Inc. Equity Incentive Plan (the “Employee Equity Plan”) that vested in two equal annual installments on February 2, 2025 and February 2, 2026, and $800,000 in cash to compensate Mr. Lonegro for forgoing a 2023 bonus with his former employer to accommodate his start date with the Company, which amount would have been required to be repaid if Mr. Lonegro had been terminated for “cause” or had resigned without “good reason” prior to the first anniversary of his start date. The Lonegro Letter Agreement also provided for $400,000 in cash for relocation benefits. From the perspective of the Compensation Committee, the most important element to consider in designing an appropriate compensation package for the next Chief Executive Officer of the Company was to create a significant potential opportunity for the new Chief Executive Officer to realize a substantial amount of compensation upon the achievement by the Company of a superior level of growth in shareholder return over a relatively long term period during the new Chief Executive’s employment. Accordingly, the Lonegro Letter Agreement provided for a grant of $10,000,000 worth of performance-related restricted stock units (“TSR RSUs”), which will vest based on achievement in any measurement year of TSR of a CAGR of 9% relative to the base year, to be measured annually starting after the sixth anniversary of his start date and concluding after the tenth anniversary of his start date. In the event of a change in control of the Company occurring at any time, the TSR RSUs will vest based on achievement of a stock price that equals 125% of the stock price that achieves the TSR CAGR of 9%. The Compensation Committee believes that this significant sign-on grant of TSR RSUs was of the utmost importance with respect to the recruitment and hiring of Mr. Lonegro. Moreover, as further described below under “Compensation Discussion and Analysis – Stock-based Awards – Grants of TSR-based RSU Awards to Mr. Lonegro”, the sign-on grant of TSR RSUs to Mr. Lonegro will only vest upon achievement in any measurement year of a total shareholder return (“TSR”) compound annual growth rate (“CAGR”) of 9% relative to the base year, to be measured annually starting after the sixth anniversary of the grant date and concluding after the tenth anniversary of the grant date. The following chart sets forth the minimum implied stock price of a share of Common Stock and implied equity market capitalization of the Company (in both cases, based on the “Base TSR Value” of $188.74 determined under the award, which provides the starting point for the determination of performance under the award, and a TSR CAGR of 9% that would be required for the TSR RSUs granted under this award to vest during the life of the award, assuming constant share count and no dividends across the performance and potential vesting period): Importantly, diluted earnings per share for the Company’s 2023 fiscal year, the year immediately prior to Mr. Lonegro’s start date in February 2024, was the third highest in the Company’s history, and the Base TSR Value is within 10% of the all-time high price of a share of Common Stock of $208.62 on July 26, 2023. The Compensation Committee believes that the potential for performance-based vesting after the sixth anniversary of his start date and concluding after his tenth anniversary with the Company will help to align Mr. Lonegro’s long-term compensatory incentive arrangements with the long-term interests of the Company’s stockholders. Moreover, the Compensation Committee believes the TSR performance that would be required in order for any TSR RSUs under this award to vest would result in the creation of enormous stockholder value and more than justify the resulting compensation payable under this award to Mr. Lonegro. Under the Lonegro Letter Agreement, Mr. Lonegro is also eligible for annual equity grants under the Employee Equity Plan, with initial grants in February 2024 of (i) $2,000,000 of Performance-Based Regular RSU Awards, the vesting of which is determined on the third, fourth and fifth anniversary of the grant date, (ii) $1,000,000 worth of Regular Restricted Stock Awards, which will vest in three equal annual installments on each of the first three anniversaries of the grant date and (iii) $1,000,000 worth of TSR RSUs, which will vest (A) based on achievement in any measurement year of TSR with a CAGR of 9% relative to the Base TSR Value, to be measured annually starting after the sixth anniversary of the grant date of the award and concluding after the tenth anniversary of the grant date of the award or (B) in the event of a change in control occurring at any time, based on achievement of a stock price that equals 125% of the stock price that achieves the TSR CAGR of 9%. Pursuant to the Lonegro Letter Agreement, the Company also entered into a Key Executive Employment Protection Agreement with Mr. Lonegro, which includes an applicable multiple for Mr. Lonegro of two times, and otherwise is consistent with the terms and provisions described below under “Compensation Discussion and Analysis – Key Executive Employment Protection Agreements”. The Lonegro Letter Agreement does not have a fixed term and provides for compensation and benefits payable in the Company’s discretion. Either the Company or Mr. Lonegro may terminate his employment at any time. If the Company terminates Mr. Lonegro’s employment without “cause” other than in a situation where severance is payable under the Key Executive Employment Protection Agreement, the Company will pay Mr. Lonegro severance within 30 days of the one-year anniversary of his termination date in the amount of Mr. Lonegro’s annual base salary and “threshold” target annual bonus and will continue to cover his medical benefits for 12 months following his termination, subject, in each case, to Mr. Lonegro’s signing a release of claims in favor of the Company and its affiliates and continued compliance with applicable restrictive covenants.

  29. Annual Incentive Compensation Program (“ICP”)

    Annual Incentive Compensation Program (“ICP”) The Company’s objective with respect to its annual ICP is to encourage the Company’s Named Executives to achieve various strategic and financial goals linked to operating objectives for the Company’s upcoming fiscal year. These annual goals are developed as part of the Company’s budgeting process and in general are aligned with the Company’s long-term strategic and financial objectives. For the 2025 fiscal year, the strategic goals incentive portion of the ICP represented 30% of each Named Executive’s bonus opportunity and the Diluted Earnings Per Share (“DEPS”) incentive portion of the ICP represented 70% of each Named Executive’s bonus opportunity under the ICP: Each Named Executive has a “Participant’s Percentage Participation” or “PPP” under the ICP. The PPP multiplied by the Named Executive’s base salary is the “one-time” bonus payable to that Named Executive. The PPPs for the Named Executives in 2025 were as follows: Mr. Lonegro, 100%, Mr. Todd, 60%, Mr. Kneller, 60%, Mr. Coro, 60% and Mr. Miller, 60%, as illustrated below as a percentage of each Named Executive’s annual base salary.

  30. Annual Incentive Compensation Program (“ICP”)

    | * “Participant’s Percentage Participation” or “PPP” under the ICP. |

  31. Annual Incentive Compensation Program (“ICP”)

    | ** One-Time Bonus target for the Named Executive under the ICP |

  32. Annual Incentive Compensation Program (“ICP”)

    | *** Annual salary of the Named Executive |

  33. Financial Goals Incentive Portion of the ICP

    Financial Goals Incentive Portion of the ICP For each annual fiscal period, the Compensation Committee reviews and approves, among other financial goals, the budgeted amount of diluted earnings per share, or “DEPS”. In establishing the budgeted amount of DEPS for 2025, the Company considered 2024 operating results, historical operating trends and forecasted 2025 U.S. economic factors such as industrial production, estimated freight demand and capacity availability. Once the annual budgeted goal is approved by the Compensation Committee, the ICP is designed to incent management to meet and, when possible, to exceed budgeted DEPS. An executive’s incentive compensation payment continues to increase as actual results for the fiscal year exceed budgeted amounts. As further described below, actual payments under the ICP are calculated based upon how much actual results exceed budgeted DEPS, using a predetermined formula, up to the maximum annual payment per eligible participant subject to the discretion of the Compensation Committee. For the 2025 fiscal year, the maximum annual ICP payment amount for Mr. Lonegro was $3 million, while the maximum annual ICP payment amount for each other Named Executive was $2.5 million. With respect to the 2025 fiscal year, each of the Named Executives had a “threshold” under the ICP based on a specific budgeted DEPS amount approved in connection with the Company’s annual operating budget. The Compensation Committee believed it was appropriate to establish the “threshold” under the ICP based on DEPS because (1) each of the Named Executives were in positions of broad responsibility over various components that affect the Company’s DEPS amount, (2) the Compensation Committee believes that DEPS is an important financial measure reflecting the performance of the Company’s overall strategic direction and considers this metric in connection with its evaluation of the performance of the Named Executives, (3) the Compensation Committee believes it is appropriate to compensate the Named Executives upon achievement of Company-wide, rather than function-specific budgeted targets in order to focus executive management on Company-wide strategic and financial performance goals, (4) the Compensation Committee, at its discretion, has the ability to adjust calculated bonus amounts in the event of extraordinary or unusual items impacting DEPS and (5) the Company’s performance-based equity programs use a number of other financial measures, including operating income, pre-tax income per diluted share and total shareholder return (“TSR”), to determine executive compensation under those programs, as further described below under “Stock-based Awards”. The “threshold” amount of DEPS under the ICP refers to the amount of DEPS that would be required to give effect to a “one-time DEPS bonus payment.” Budgeted DEPS does not include the aggregate amount of a “one-time DEPS bonus payment.” Therefore, each Named Executive would have received no DEPS bonus payment if the Company’s actual DEPS amount for the fiscal year was less than budgeted DEPS before giving effect to the funding of a one-time DEPS bonus payment. Each Named Executive would have received a one-time DEPS bonus payment if the Company’s actual DEPS amount for the fiscal year equaled budgeted DEPS after giving effect to such one-time DEPS bonus payment. The amount of the one-time DEPS bonus payment under the financial goals incentive portion of the ICP would be calculated by multiplying each such executive’s base salary by such executive’s PPP, multiplied by 70%. For 2025, if the Company’s actual DEPS for the fiscal year were greater than the “threshold” amount of DEPS, the “one-time DEPS bonus payment” would then be multiplied by a “multiplier” determined based on the amount by which actual DEPS exceeded threshold DEPS up to a multiplier of 3.0 for each executive. For every three percentage points by which actual DEPS exceeds threshold DEPS, the applicable multiplier increases by 1. For example, if actual DEPS equaled threshold DEPS, the applicable multiplier would be 1.0, if actual DEPS exceeded threshold DEPS by three percent, the applicable multiplier would be 2.0, and if actual DEPS exceeded threshold DEPS by six percent, the applicable multiplier would be 3.0, with linear interpolation used for values of DEPS between threshold and target. For purposes of this Compensation, Discussion and Analysis and the “Grants of Plan-Based Awards” table below, we refer to the amount of DEPS required to achieve a multiplier of 3.0 as the “target” amount of DEPS. In the event actual DEPS exceeded target DEPS, a bonus pool would accrue as if the multiplier continued to increase above 3.0 for each participant under the ICP, but at half the rate as the accrual of the multiplier between threshold and target (i.e., every six percentage points in increase of DEPS would lead to an additional full point of the multiplier). The bonus pool amount would be calculated by multiplying each executive’s one-time DEPS bonus payout (calculated as described above) by such “additional multiplier”. In other words, once each executive achieved a multiplier of 3.0, if actual DEPS exceeded target DEPS by an additional 6 percent, the bonus amount would be calculated based on an additional multiplier of 1.0, for a total multiplier of 4.0, and if actual DEPS exceeded target DEPS by an additional 12 percent, the bonus amount would be calculated based on an additional multiplier of 2.0, for a total multiplier of 5.0. These calculations of individual amounts for each Named Executive may be adjusted upwards or downwards at the discretion of the Compensation Committee, subject to the $3 million maximum for the CEO and the $2.5 million maximum for the other Named Executives.

  34. Relationship of DEPS Performance and ICP Multiplier Under the ICP

    | • | $5.00, each Named Executive would be entitled to a one-time DEPS bonus payment, calculated by multiplying each such Named Executive’s base salary by such Named Executive’s PPP, multiplied by 70%. |

  35. Relationship of DEPS Performance and ICP Multiplier Under the ICP

    | • | $5.15, each Named Executive would be entitled to a DEPS bonus payment calculated by multiplying each such Named Executive’s base salary by such Named Executive’s PPP, multiplied by 70%, multiplied by 2.0. |

  36. Relationship of DEPS Performance and ICP Multiplier Under the ICP

    | • | $5.30, each Named Executive would be entitled to a DEPS bonus payment calculated by multiplying each such Named Executive’s base salary by such Named Executive’s PPP, multiplied by 70%, multiplied by 3.0. |

  37. Relationship of DEPS Performance and ICP Multiplier Under the ICP

    | • | $5.62, each Named Executive would be entitled to a DEPS bonus payment calculated by multiplying each such Named Executive’s base salary by such Named Executive’s PPP, multiplied by 70%, multiplied by 4.0. |

  38. Relationship of DEPS Performance and ICP Multiplier Under the ICP

    | • | $5.94 each Named Executive would be entitled to a DEPS bonus payment calculated by multiplying each such Named Executive’s base salary by such Named Executive’s PPP, multiplied by 70%, multiplied by 5.0. |

  39. Stock-based Awards

    Stock-based Awards Under the Company’s Employee Equity Plan, stock-based awards may be granted to the Company’s Named Executives and certain other key employees. The Compensation Committee determines the type and number of stock-based awards to be granted to a Named Executive based on such Named Executive’s job responsibilities, the individual performance evaluation of such Named Executive and overall Company performance. Stock-based awards are typically granted to Named Executives once a year. The Compensation Committee believes that restricted stock, restricted stock units (the “RSUs”) and other forms of stock-based awards that may be granted under the Employee Equity Plan are effective methods that may be used as part of the Company’s long-term compensation program. Over each of the past five years, the Compensation Committee approved to Named Executives on an annual basis the grant of performance related stock awards in the form of RSUs (the “Performance-Based Regular RSU Awards”) and time-based restricted stock awards (the “Regular Restricted Stock Awards”). During the past five years, the Compensation Committee has also approved non-recurring grants of restricted stock (the “Special Restricted Stock Awards”) primarily as a retention tool in connection with the hiring or promotion of certain specific individuals. No Special Restricted Stock Awards were granted to a Named Executive in 2025.

  40. Performance-Based Regular RSU Awards

    Performance-Based Regular RSU Awards For the Performance-Based Regular RSU Awards, each RSU represents the contractual right to receive up to two shares of Common Stock (subject to adjustment as provided in the Employee Equity Plan) when the award becomes vested. Vesting occurs within a five-year period beginning on the third anniversary of the grant date, with the number of Performance-Based Regular RSU Awards that vest each year following such anniversary determined by (a) multiplying the number of RSUs credited to the Named Executive as of the applicable vesting date by (b) the Performance Multiple derived from the chart below, and (c) subtracting therefrom the number of RSUs that have previously vested; provided that, in no event, may the aggregate number of RSUs that become vested exceed 200% of the RSUs credited to the Named Executive under the applicable grant. For purposes of the Performance-Based Regular RSU Awards, the determination of the Performance Multiple is based on the achievement of the applicable Performance Hurdle. The Performance Hurdle means the average of the percentage change (positive or negative) in operating income and pre-tax income per diluted share, in each case from continuing operations, from the most recently completed fiscal year as compared to the results from continuing operations for the base year, and is as set forth in the chart below, with linear interpolation between Performance Hurdles: Pre-tax income per diluted share rather than an after-tax financial earnings metric is used as part of the Performance Hurdle because it is a financial metric that will not be impacted by changes to applicable tax rates, and, in particular, any future changes to the federal corporate tax rate, during the performance period of the applicable RSU. With respect to the 2021 Performance-Based Regular RSU Awards only, the Compensation Committee adjusted the Performance Hurdle to reflect the add back of non-cash impairment charges of approximately $2.6 million recorded in the Company’s 2020 fiscal year related to certain assets, primarily customer contract and related customer relationship intangible assets, held by the Company’s Mexican subsidiaries. No dividends are paid on the Performance-Based Regular RSU Awards and Performance-Based Regular RSU Awards have no voting rights. However, dividend equivalents are credited to the Named Executive with respect to the Performance-Based Regular RSU Awards each time that a dividend is paid on the Company’s Common Stock. The aggregate amount of such dividend equivalents so credited in respect of each such dividend are equal to the dividend paid on a share of Common Stock multiplied by, respectively, the number of outstanding 2021, 2022, 2023, 2024 and 2025 Performance-Based Regular RSU Awards credited to the Named Executive on the dividend record date. The dividend equivalents are converted into additional 2021, 2022, 2023, 2024 and 2025 Performance-Based Regular RSU Awards credited to the Named Executive on the dividend payment date based upon the fair market value of a share of Common Stock on such date. The Compensation Committee has designed the manner in which Performance-Based Regular RSU Awards are deemed to be earned to reflect the level of performance that the Compensation Committee expects to be achieved, with an increasing percentage of the Performance-Based Regular RSU Awards earned based on an increasing level of positive average change in operating income and pre-tax income per diluted share during the five year performance period. Accordingly, no portion of the award is earned if there is no positive change based on the applicable calculation, 100% of the number of units credited is earned if the “target” level of positive increase is achieved, and a maximum of 200% of the number of units credited is earned if the “maximum” level of positive increase is achieved, with interpolation between these levels of performance. The Compensation Committee believes the use of a “target” and “maximum” sets expectations associated with these awards both internally to employee recipients as well as to stockholders and other third parties to help them understand the derivation of the value attributed by the Company to these awards at the time of grant. The Compensation Committee further believes that the manner in which these awards are deemed to be earned emphasizes to employee recipients and investors that the expectation at the time of grant is that the employee recipients would need to perform at a high level in order for the Company’s performance to reach the targeted level of operating income and pre-tax income per diluted share for the employees to earn the “target” number of units during the term of the award, and, moreover, that superior performance by the Company is required for the employee recipients to earn the “maximum” performance-based award. With respect to each of these Performance-Based Regular RSU Awards, the number of RSUs that vest is determined on the third, fourth and fifth anniversary from the date of grant. The Compensation Committee believes a vesting schedule of no less than three, and up to five, years in duration from the date of grant is consistent with the long-term performance goals these awards are intended to reward. The Compensation Committee has established post-vesting holding period requirements with respect to shares of Common Stock received upon vesting of Performance-Based Regular RSU Awards. Each Named Executive is subject to a one-year post-vesting holding requirement with respect to the shares received upon settlement of Performance-Based Regular RSU Awards, net of any applicable withholding obligations in connection with such settlement. The Performance-Based Regular RSU Awards are intended to be annual, recurring grants, subject to the discretion of the Compensation Committee, that the Compensation Committee believes will be the principal long-term performance-based compensation vehicle through which the Named Executives will be granted additional equity in the Company, along with, to a lesser extent, grants of restricted stock. The Compensation Committee believes that growth in operating income and pre-tax income per diluted share are key financial measures reflecting the long-term growth of the enterprise. The Compensation Committee also believes that the Company would have to achieve superior financial performance in order for a Named Executive to vest at the maximum level with respect to a Regular RSU Award granted in 2025. For example, in order for a Named Executive to vest at the maximum level with respect to a Regular RSU Award granted in 2025, the Company would need to achieve in 2027, 2028 or 2029, an average of a 100% increase in operating income and pre-tax earnings per diluted share compared to those achieved in fiscal year 2024. The Company believes that the granting of stock-based awards in the form of RSUs and restricted stock is designed to encourage the creation of long-term stockholder value as the number of RSUs that vest is dependent upon growth in the Company’s operating income and pre-tax income per diluted share and their value varies directly with the Company’s stock price and the benefit realized from restricted stock varies directly with the Company’s stock price. Further, the Compensation Committee believes that the Company’s use of stock-based awards is key as a retention tool, as the continued employment of the Named Executives is an important factor relating to the Company’s strategic execution and growth.

  41. Annual Incentive Compensation Program

    Annual Incentive Compensation Program For 2025, payouts under the ICP were limited to payments under the Strategic Goals Incentive portion of the ICP because, as further described below, while certain 2025 strategic goals were met, “threshold” levels of DEPS for 2025 were not attained. Had the ICP not been modified for 2025 to include the Strategic Goals Incentive portion, there would have been no bonus payouts generated for any Named Executives with respect to the Company’s 2025 fiscal year, as was the outcome with respect to each of 2023 and 2024, as “threshold” levels of DEPS were also not attained by the Company in either year, and as a result, no bonus payouts were generated for any Named Executives with respect to either the Company’s 2023 or 2024 fiscal year. The Compensation Committee believes that payments of bonuses to the Named Executives under the Strategic Goals Incentive portion of the ICP were appropriate in recognition of the significant number of the Company’s strategic goals achieved in 2025 and the potential impact of these efforts with respect to the positioning of the Company for future growth.

  42. ICP – Strategic Goals Incentive Portion

    ICP – Strategic Goals Incentive Portion The Company achieved approximately 90% of its 2025 strategic goals approved under the ICP. This performance, after taking into account incentive weighting based on the “Five Points of the Star” framework, resulted in the funding of 87.7% of the target strategic goals bonus pool. The initial allocation for each Named Executive with respect to this Strategic Goals bonus was determined based on 30% of the Named Executive’s one-time bonus payout amount multiplied by the 87.7% strategic goals bonus pool funding percentage. The Compensation Committee then reviewed each Named Executive’s strategic goals bonus allocation for potential adjustment, up or down, based on that Named Executive’s strategic contribution to the Company in 2025. As a result of this process, the strategic goals bonus of each of Mr. Coro and Mr. Miller were slightly increased, and Mr. Todd’s strategic goals bonus was slightly decreased, as reflected in the “Non-Equity Incentive Plan Compensation” column included in the Summary Compensation Table set forth below under “Compensation of Named Executives – Summary Compensation Table”.

  43. ICP – DEPS Incentive Portion

    ICP – DEPS Incentive Portion The “threshold” amount of DEPS under the ICP with respect to the 2025 fiscal year was $5.61, and the “target” diluted earnings per share was set at $5.95. DEPS for the 2025 fiscal year was $3.31, lower than “threshold” DEPS by 41.0%, or $2.30 per share, and was lower than “target” DEPS by 44.4%, or $2.64 per share. As further described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the 2025 fiscal year, filed with the SEC on February 23, 2026, basic and diluted earnings per share during fiscal year 2025 was unfavorably impacted by $0.71 related to impairment charges of intangible and other assets, as further described therein. As the threshold amount of DEPS under the ICP with respect to the 2025 fiscal year was not achieved, no payments were made to any of the Named Executives under the DEPS portion of the ICP for the 2025 fiscal year. Inclusive of fiscal year 2025, the Company has achieved the “threshold” amount of DEPS in two of the five preceding fiscal years and four of the preceding ten fiscal years. Inclusive of fiscal year 2025, the Company has achieved the “target” amount of DEPS in two of the five preceding fiscal years and four of the preceding ten fiscal years.

  44. Stock-based Awards – Performance-Based Regular RSU Awards in Fiscal Years 2021, 2022, 2023, 2024 and 2025

    Stock-based Awards – Performance-Based Regular RSU Awards in Fiscal Years 2021, 2022, 2023, 2024 and 2025 During fiscal years 2021, 2022, 2023, 2024 and 2025, the Company granted Performance-Based Regular RSU Awards to Named Executives. The number of RSUs that vest under each Regular RSU Award is determined on the third, fourth and fifth anniversary from the date of grant. The following table sets forth the number of RSUs granted to each Named Executive by grant date.

  45. Stock-based Awards – Performance-Based Regular RSU Awards in Fiscal Years 2021, 2022, 2023, 2024 and 2025

    | | Grant Date of Performance-Based Regular RSU Award | | | | | | | January 29, 2021 | January 28, 2022 | February 3, 2023 | February 2, 2024 | January 31, 2025 | | Frank A. Lonegro (1) | — | — | — | 10,594 | 12,101 | | James P. Todd (2) | 709 | 656 | 2,773 | 2,648 | 3,025 | | Michael K. Kneller | 3,546 | 4,921 | 4,159 | 3,972 | 4,538 | | Ricardo S. Coro | 3,546 | 3,281 | 2,773 | 2,648 | 3,025 | | Matthew Miller (3) | 709 | 656 | 554 | 529 | 2,117 |

  46. Stock-based Awards – Performance-Based Regular RSU Awards in Fiscal Years 2021, 2022, 2023, 2024 and 2025

    | (1) Mr. Lonegro became President and Chief Executive Officer of the Company effective February 2, 2024. The Compensation Committee awarded Mr. Lonegro larger RSU grants in recognition of the broader responsibilities of Mr. Lonegro as President and Chief Executive Officer of the Company. |

  47. Stock-based Awards – Performance-Based Regular RSU Awards in Fiscal Years 2021, 2022, 2023, 2024 and 2025

    | (2) Mr. Todd received a smaller grant than the other Named Executives for the RSU grants on January 29, 2021, and January 28, 2022, as he was not an executive officer of the Company at the time of these grants. |

  48. Stock-based Awards – Performance-Based Regular RSU Awards in Fiscal Years 2021, 2022, 2023, 2024 and 2025

    | (3) Mr. Miller received a smaller grant than the other Named Executives for the RSU grants on January 29, 2021, January 28, 2022, February 3, 2023, and February 2, 2024, as he was not an executive officer of the Company at the time of these grants. |

  49. Stock-based Awards – Performance-Based Regular RSU Awards in Fiscal Years 2021, 2022, 2023, 2024 and 2025

    The following chart sets forth the vesting of historical Performance-Based Regular RSU Awards through December 27, 2025, with vesting percentages presented as a percentage of Target.

  50. Stock-based Awards – Performance-Based Regular RSU Awards in Fiscal Years 2021, 2022, 2023, 2024 and 2025

    | | Grant year | | | | | | | Vest year | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | 2022 | * | * | * | n/a | n/a | n/a | | 2023 | 199.4% | * | * | * | n/a | n/a | | 2024 | 0.0% | 83.4% | * | * | * | n/a | | 2025 | 0.0% | 0.0% | 0.0% | * | * | * |

  51. Stock-based Awards – Performance-Based Regular RSU Awards in Fiscal Years 2021, 2022, 2023, 2024 and 2025

    | * RSUs not yet eligible to vest, as the third anniversary of the grant date had not yet occurred as of the fiscal year-end date of the applicable vest year. |

  52. Stock-based Awards – Regular Restricted Stock Awards

    Stock-based Awards – Regular Restricted Stock Awards During fiscal years 2022, 2023, 2024 and 2025, the Company granted Regular Restricted Stock Awards to Named Executives. Shares granted under each Regular Restricted Stock Award vest in three equal annual installments on the first, second and third anniversary of the date of grant. The following table sets forth the number of shares of restricted stock granted to each Named Executive by grant date.

  53. Stock-based Awards – Regular Restricted Stock Awards

    | | Grant Date of Regular Restricted Stock Award | | | | | | January 28, 2022 | February 3, 2023 | February 2, 2024 | January 31, 2025 | | Frank A. Lonegro (1) | — | — | 5,297 | 6,050 | | James P. Todd (2) | 328 | 1,386 | 1,324 | 1,512 | | Michael K. Kneller | 1,640 | 1,386 | 1,324 | 1,512 | | Ricardo S. Coro | 1,640 | 1,386 | 1,324 | 1,512 | | Matthew Miller (3) | 328 | 277 | 264 | 1,058 |

  54. Stock-based Awards – Regular Restricted Stock Awards

    | (1) The Compensation Committee awarded Mr. Lonegro larger restricted stock grants in recognition of the broader responsibilities of Mr. Lonegro as President and Chief Executive Officer of the Company. |

  55. Stock-based Awards – Regular Restricted Stock Awards

    | (2) Mr. Todd received a smaller restricted stock grant than the other Named Executives for the grant on January 28, 2022, as he was not an executive officer of the Company at the time of this grant. |

  56. Stock-based Awards – Regular Restricted Stock Awards

    | (3) Mr. Miller received a smaller restricted stock grant than the other Named Executives for the grants on January 28, 2022, February 3, 2023, and February 2, 2024, as he was not an executive officer of the Company at the time of these grants. |

  57. Stock-based Awards – Regular Restricted Stock Awards

    The Compensation Committee believes that whereas the Performance-Based Regular RSU Awards are designed to incentivize the attainment of specific financial goals over a multi-year period (as well as rewarding for stock price appreciation), the Regular Restricted Stock Awards serve as a retention tool as they retain value during periods of adverse market volatility while also rewarding for stock price appreciation over time. The Compensation Committee believes that these two equity vehicles when used in conjunction with each other serve to reward long-term financial performance and stock price appreciation while also providing a retention-based benefit for the Named Executive in the event of market and/or economic turbulence. In determining the amount of the Performance-Based Regular RSU Awards and the Regular Restricted Stock Awards for each Named Executive, the Compensation Committee considered the full equity compensation component of each Named Executive’s annual compensation and allocated such component between Performance-Based Regular RSU Awards and Regular Restricted Stock Awards.

  58. Stock-based Awards – Special Restricted Stock Awards

    Stock-based Awards – Special Restricted Stock Awards On January 29, 2021, the Compensation Committee awarded 1,773 shares of restricted stock to Mr. Todd that vest in three equal annual installments on January 31 of 2024, 2025 and 2026. The Compensation Committee awarded Mr. Todd this non-recurring grant as a special retention award and in connection with his appointment as principal accounting officer. On March 15, 2022, the Compensation Committee awarded 1,639 shares of restricted stock to Mr. Miller that vest in three equal annual installments on March 15 of 2025, 2026 and 2027. The Compensation Committee awarded Mr. Miller this non-recurring grant as a special retention award. On February 2, 2024, the Compensation Committee awarded 10,594 shares of restricted stock to Mr. Lonegro that vest in two equal annual installments on February 2 of 2025 and 2026. The Compensation Committee awarded Mr. Lonegro this non-recurring grant as a sign-on bonus upon his hiring as President and Chief Executive Officer.

  59. Stock-based Awards – Grants of TSR-based RSU Awards to Mr. Lonegro

    Stock-based Awards – Grants of TSR-based RSU Awards to Mr. Lonegro On February 2, 2024, the Company and Mr. Lonegro entered into an agreement granting Mr. Lonegro 52,971 RSUs on an exceptional and non-recurring basis that vest based on a market condition (the “2024 Sign-On TSR RSU Award”) and a separate agreement granting Mr. Lonegro 5,297 RSUs that vest based on a market condition (the “2024 Regular TSR RSU Award”) (together the “2024 TSR RSU Awards”). The smaller grant was in satisfaction of a provision of the Lonegro Letter Agreement providing for annual grants of such TSR RSU awards with a grant date fair value of $1 million (the “Annual TSR RSU Grant”). The fair value of these RSU awards was determined at the time of grant based on the expected achievement of the market condition. On January 31, 2025, in satisfaction of the Annual TSR RSU Grant, the Company granted 6,050 RSUs to Mr. Lonegro that vest based on a market condition (collectively with the 2024 TSR RSU Awards, the “TSR RSU Awards”). The fair value of this RSU award was determined at the time of grant based on the expected achievement of the market condition. The TSR RSU Awards may vest based on achievement in a measurement year, as applicable, of a TSR CAGR of 9% relative to the base year (the “Target TSR CAGR”), to be measured annually starting after the sixth anniversary of the grant date and concluding after the tenth anniversary of the grant date. The TSR CAGR over the applicable vesting period is determined by comparing TSR as of the date of the applicable grant with TSR as of the applicable measurement date, in each case using a sixty-day measurement period, other than in the event of a change in control. In the event of a change in control of the Company occurring at any time, the RSUs will vest based on achievement of a stock price that equals 125% of the stock price that achieves the TSR CAGR of 9%. In addition, if any dividends are paid by the Company during the vesting period, dividend equivalents will be credited to Mr. Lonegro under the applicable award as additional RSUs that are eligible to vest based on the achievement of the TSR CAGR of the underlying RSUs to which such dividend equivalents relate. Any RSUs that vest will be settled in shares of Common Stock as soon as practicable after the applicable vesting date. Mr. Lonegro’s right to receive shares underlying the TSR RSU Awards is generally conditioned upon his continued employment through the applicable vesting dates. In the event of the termination of employment of Mr. Lonegro due to death or “disability” prior to the third anniversary of the applicable grant date, no vesting would occur. In the event of the termination of employment of Mr. Lonegro due to death or “disability” after the third anniversary of the applicable grant date, a measurement date would occur on the date of termination of employment and RSUs would be eligible to vest at a pro rata amount if the applicable Target TSR CAGR was achieved. There are several reasons why the Compensation Committee believes the nature and terms of these grants of TSR RSU Awards to Mr. Lonegro, on the one hand, as opposed to the Performance-Based Regular RSU Awards (including those to Mr. Lonegro), on the other, are appropriate. The TSR RSU Awards, primarily consisting of the 2024 Sign-On TSR RSU Award to Mr. Lonegro made upon Mr. Lonegro’s hire as the Company’s new President and Chief Executive Officer, are intended to tie the amount of future vesting directly to the Company’s TSR over the vesting period, using growth in TSR over a longer term period from the date of grant, as compared to the vesting periods associated with the Performance-Based Regular RSU Awards, as an additional means to measure the performance of the Chief Executive Officer of the Company. For additional discussion relating to the TSR RSU Awards to Mr. Lonegro, see above under “Letter from the Chairman of Compensation Committee”, “CEO Transition Process and the Hiring of Mr. Lonegro” and “Letter Agreement with Mr. Lonegro”.

  60. CHANGES TO PERFORMANCE-BASED COMPENSATION PROGRAMS FOR 2026

    | • | Updated Annual Incentive Compensation Plan Design. For fiscal 2026, we updated the financial measure used in our annual cash incentive compensation plan from DEPS to operating income, to better align Named Executive short-term incentive compensation with other employees of the Company and to better reflect the elements of financial performance where the Named Executives have significant influence. |

  61. CHANGES TO PERFORMANCE-BASED COMPENSATION PROGRAMS FOR 2026

    | • | Updated Annual Incentive Compensation Plan Performance Thresholds. For our fiscal 2026 annual cash incentive plan design, we updated the threshold and target performance levels required for the funding and payout under our short-term incentive compensation plan, such that if operating income is more than 5% below budgeted operating income in fiscal 2026, then there will be no funding or payout pursuant to the cash incentive plan. For fiscal year 2025, the “threshold” amount of DEPS under the ICP referred to the amount of DEPS that would be required to achieve DEPS and give effect to a “one-time incentive payment”. For fiscal year 2026, the “threshold” amount of operating income under the ICP refers to 95% of the Company’s 2026 budgeted operating income, and the “target” amount of operating income under the ICP refers to the amount of operating income that would be required to achieve budgeted operating income and give effect to a “one-time incentive payment”. |

  62. CHANGES TO PERFORMANCE-BASED COMPENSATION PROGRAMS FOR 2026

    | • | Updated Performance Stock Unit Performance Measure. For fiscal 2026, we updated the financial measure used in our Performance-Based Regular RSU Awards to DEPS, from an average based on the percentage changes in operating income and pre-tax income per diluted share. We believe this change aligns the interests of recipients of these awards with our stockholders given the historical relationship between the Company’s DEPS performance and stockholder returns, while also simplifying the vesting formula and disclosure relating to these awards. |

  63. CHANGES TO PERFORMANCE-BASED COMPENSATION PROGRAMS FOR 2026

    | • | Updated Performance Stock Unit Performance Hurdle. For fiscal 2026, in conjunction with the change in the performance measure used to determine vesting, we also updated the applicable Performance Hurdle. For Performance-Based Regular RSU Awards granted in 2026, the Performance Hurdle means the positive percentage change in DEPS from continuing operations, from the most recently completed fiscal year as compared to the results from continuing operations for the base year (as may be adjusted for certain discrete items), and is as set forth in the chart below, with linear interpolation between Performance Hurdles: |

  64. Peer Group

    Peer Group During 2025, the Compensation Committee used the services of FW Cook and Compensation Strategies, Inc. to assist it for purposes of benchmarking executive compensation against a peer group consisting of 15 other transportation and logistics companies. This peer group consisted of:

  65. Peer Group

    | ArcBest Corporation | Kirby Corporation | RXO, Inc. | | C.H. Robinson Worldwide, Inc. | Knight-Swift Transportation Holdings, Inc. | Saia, Inc. | | Expeditors International of Washington, Inc. | Matson, Inc. | Schneider National Inc. | | Hub Group, Inc. | Old Dominion Freight Line, Inc. | Werner Enterprises, Inc. | | J.B. Hunt Transport Services, Inc. | Ryder System, Inc. | XPO, Inc. |

  66. Peer Group

    In determining an appropriate peer group for purposes of benchmarking executive compensation in 2025, the Compensation Committee took into account various factors, including business model, company size and scale, and competitive relevance (e.g., for talent and investors). Based on these factors, the following companies were added to the peer group in 2025:

  67. Peer Group

    | • | Expeditors International of Washington, Inc.; |

  68. Peer Group

    | • | Kirby Corporation; |

  69. Peer Group

    | • | RXO, Inc.; and |

  70. Peer Group

    | • | XPO, Inc. |

  71. Peer Group

    For purposes of 2025 relative to 2024 and 2023, the following companies were removed from the peer group:

  72. Peer Group

    | • | Daseke, Inc., which was acquired in 2024; |

  73. Peer Group

    | • | Forward Air Corporation, which had an equity market capitalization under $1 billion and has been exploring various strategic alternatives; |

  74. Peer Group

    | • | Universal Logistics Services, Inc., which had an equity market capitalization under $1 billion; and |

  75. Peer Group

    | • | Yellow Corporation, which filed for bankruptcy in August 2023. |

  76. Compensation Consultants

    Compensation Consultants The Compensation Committee has the authority to hire and negotiate the terms of compensation for its advisers, including compensation consultants. Subsequent to the 2025 Annual Meeting, the Company engaged the services of FW Cook to assist it in a comprehensive “deep dive” assessment of the Company’s short-term and long-term incentive plan program designs for the executive leadership team. The Compensation Committee used the services of Compensation Strategies, Inc. in early 2025 to assist it in performing a review of Director compensation, the Company’s peer group for purposes of benchmarking its executive compensation practices, and equity compensation for the executive leadership team (other than the Chief Executive Officer). The Compensation Committee used the services of Compensation Strategies, Inc.in 2024 to assist it in designing and structuring a long-term incentive award in connection with a sign-on equity grant for Mr. Lonegro. In prior years, the Compensation Committee used the services of Compensation Strategies, Inc. (i) to benchmark the Company’s executive compensation program, including base salary, annual incentive compensation and long-term incentive compensation, in comparison to an appropriate peer group of other transportation and logistics companies, (ii) to benchmark Director compensation, (iii) to review the Company’s compensation philosophy and the structure and various design features of each component of the executive compensation program, and (iv) to review the Company’s equity ownership guidelines for its Directors and Named Executives. The Compensation Committee determined that neither the work of FW Cook nor Compensation Strategies raised any conflicts of interest taking into consideration the independence factors enumerated in Rule 10C-1(b) of the Exchange Act. No member of the Compensation Committee or any Named Executive has any affiliation with either firm. In 2024, the Company paid $5,275 in fees to Compensation Strategies, Inc. with respect to its assistance in connection with a long-term incentive award for Mr. Lonegro. In 2025, the Company paid $105,173 in fees to FW Cook with respect to its review of the Company’s executive incentive compensation arrangements and $29,850 to Compensation Strategies with respect to its review of Director compensation, the Company’s peer group and management equity compensation.

  77. Clawback Rights

    Clawback Rights On August 10, 2023, the Board adopted a new clawback policy (the “Clawback Policy”) that provides for the recovery of certain “Incentive-Based Compensation” (as defined in the Clawback Policy) in the event of an “Accounting Restatement” (as defined in the Clawback Policy). The Clawback Policy is designed to comply with and be interpreted to be consistent with Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act and Nasdaq Listing Rule 5608. Effective October 1, 2023, the Clawback Policy requires that in the event the Company is required to prepare an Accounting Restatement, the Company shall promptly recoup the amount of any “Erroneously Awarded Compensation” (as defined in the Clawback Policy) received by any Named Executive during the three completed fiscal years immediately preceding the date on which the Company is required to prepare such Accounting Restatement within or immediately following those three completed fiscal years. The amount of Erroneously Awarded Compensation subject to recovery under the Clawback Policy, as determined by the Board, is the amount of Incentive-Based Compensation received by the Named Executive that exceeds the amount of Incentive-Based Compensation that would have been received by the Named Executive had it been determined based on the restated amounts. Amounts paid to a Named Executive under the Company’s annual ICP and amounts received by a Named Executive upon vesting of Performance-Based Regular RSU Awards or TSR-based RSU Awards granted to a Named Executive under the Employee Equity Plan are considered Incentive-Based Compensation subject to the Clawback Policy.

  78. Key Executive Employment Protection Agreements

    Key Executive Employment Protection Agreements The Board has approved the execution of Key Executive Employment Protection Agreements for each of the Named Executives to assure that each of these officers will have a minimum level of personal financial security in the context of a change in control transaction to avoid undue distraction due to the risks of job security and to enable such officer to act in the best interests of stockholders without being influenced by such officer’s economic interests. Each agreement provides certain severance benefits in the event of a change in control of the Company. Generally, (i) if on or before the second anniversary of a “change in control” (x) the Company terminates the covered executive’s employment for any reason other than for “cause” or “disability” or (y) the covered executive voluntarily terminates his employment for “good reason” or (ii) if the covered executive’s employment is terminated by the Company for any reason other than death, “disability” or “cause” or by the covered executive for “good reason” after the execution of a definitive agreement with respect to a change in control transaction but prior to the consummation thereof, and the transaction contemplated by such definitive agreement is subsequently consummated, such executive will be entitled to severance benefits consisting of a lump sum cash amount equal to a multiple of the sum of (A) the executive’s annual base salary and (B) the amount that would have been payable to the executive as an annual “threshold” incentive compensation bonus for the year in which the change in control occurs, determined by multiplying his annual base salary by his total “participant percentage participation” established for such year under the ICP. The applicable multiples are: two times for Messrs. Coro, Kneller, Lonegro and Todd and one time for Mr. Miller. Severance multiples for Named Executives were established based on their position and the potential impact to their continued employment in the event of a change in control and to remain competitive within our industry. Each agreement also provides the covered executive with a pro rata payout of the “threshold” annual bonus amount for the year of employment termination of such covered executive and for continuation of medical benefits for up to one year from the date of employment termination. The Company believes that the terms of our Key Executive Employment Protection Agreements are consistent with market practice and assist us in retaining the services of our Named Executives.

  79. Timing of Equity Grants

    Timing of Equity Grants The Company’s practice has been to issue annual equity awards on the second business day immediately following the release of earnings for the fourth quarter of the just completed fiscal year. For example, the Company released its 2024 fourth quarter earnings on Wednesday, January 29, 2025, and subsequently granted equity awards on Friday January 31, 2025. The Company typically grants equity awards to newly hired and promoted executive officers on such executive officer’s first day of employment or upon the effective date of such executive officer’s promotion, as applicable.

  80. Summary Compensation Table

    Summary Compensation Table

  81. Summary Compensation Table

    | Name and Principal Occupation | Year | Salary (1) ($) | Bonus (2) ($) | Stock Awards (3) ($) | Non-Equity Incentive Plan Compensation (4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings (5) ($) | All Other Compensation (6) ($) | Total ($) | | Frank A. Lonegro President and Chief Executive Officer | 2025 | 800,000 | — | 3,473,049 | 210,000 | 3,444 | 88,394 | 4,574,887 | | | 2024 | 730,303 | 800,000 | 11,395,182 | — | 797 | 448,123 | 13,374,405 | | James P. Todd Vice President and Chief Financial Officer | 2025 | 375,000 | — | 714,834 | 47,000 | 62,181 | 28,715 | 1,227,730 | | | 2024 | 375,000 | — | 714,842 | — | 56,637 | 30,533 | 1,177,012 | | | 2023 | 340,000 | — | 714,830 | — | 53,584 | 36,394 | 1,144,808 | | Michael K. Kneller Vice President, General Counsel and Secretary | 2025 | 425,000 | — | 947,384 | 67,000 | 36,920 | 27,553 | 1,503,857 | | | 2024 | 400,000 | — | 947,290 | — | 32,586 | 22,066 | 1,401,942 | | | 2023 | 400,000 | — | 947,220 | — | 37,585 | 26,219 | 1,411,024 | | Ricardo S. Coro Vice President and Chief Information Officer | 2025 | 400,000 | — | 714,834 | 68,000 | — | 31,259 | 1,214,093 | | | 2024 | 375,000 | — | 714,842 | — | — | 29,224 | 1,119,066 | | | 2023 | 375,000 | — | 714,830 | — | — | 27,455 | 1,117,285 | | Matthew Miller Vice President and Chief Safety and Operations Officer | 2025 | 300,000 | — | 500,241 | 52,094 | — | 21,886 | 874,221 |

  82. Summary Compensation Table

    | (1) Amounts shown include any salary deferred at the election of the Named Executive under the Landstar 401(k) Savings Plan and/or the SERP. |

  83. Summary Compensation Table

    | (2) Represents a one-time cash bonus as compensation for forgoing a 2023 fiscal year bonus at Mr. Lonegro’s former employer. |

  84. Summary Compensation Table

    | (3) Stock award amounts for 2025, 2024 and 2023 reflect the aggregate grant date fair value of Regular RSUs Awards and restricted stock computed in accordance with generally accepted accounting principles. Assumptions used in calculating the fair market value of such RSUs and restricted stock granted are disclosed in the footnotes to the Company’s audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025 filed with the SEC. Amounts shown are based upon the most probable outcome of the performance conditions for these stock awards. Assuming the highest level of performance is achieved, the maximum possible value of the stock awards granted to the named executive officers in 2025, using the grant date fair value, is: (i) $5,719,758 for Mr. Lonegro; (ii) $1,644,880 for Mr. Kneller; (iii) $1,179,780 for Messrs. Coro and Todd; and (iv) $825,626 for Mr. Miller. Assuming the highest level of performance is achieved, the maximum possible value of the stock awards granted to the named executive officers in 2024, using the grant date fair value, is: (i) $17,719,783 for Mr. Lonegro; (ii) $1,644,636 for Mr. Kneller; and (iii) $1,179,739 for Messrs. Coro and Todd. Assuming the highest level of performance is achieved, the maximum possible value of the stock awards granted to the named executive officers in 2023, using the grant date fair value, is: (i) $1,644,558 for Mr. Kneller; and (ii) $1,179,778 for Messrs. Coro and Todd. |

  85. Summary Compensation Table

    | (4) These payments constitute payments under the ICP. Amounts in 2025 represent payments under the strategic goals incentive portion of the ICP. |

  86. Summary Compensation Table

    | (5) Represents aggregate earnings during each fiscal year on investments held on behalf of the Named Executives under the SERP. |

  87. Summary Compensation Table

    | (6) Amounts include contributions made by the Company under the Landstar 401(k) Savings Plan on behalf of the Named Executives, contributions made by the Company under the SERP on behalf of the Named Executives, Health Savings Account (HSA) contributions made by the Company for those Named Executives electing to participate in the Company’s high deductible medical plan, the dollar |

  88. Summary Compensation Table

    | value of term life insurance premiums paid by the Company on behalf of the Named Executives, dividends paid on unvested restricted stock, and sign-on benefits paid by the Company in the following amounts: |

  89. Summary Compensation Table

    | | 401(k) | SERP | HSA | Insurance Premiums | Dividends Paid on Unvested Restricted Stock | Sign-on Benefits (1) | Total | | 2025 | | | | | | | | | Frank A. Lonegro | 14,000 | 13,000 | 1,500 | 4,902 | 54,992 | — | 88,394 | | James P. Todd | 14,000 | — | 1,500 | 756 | 12,459 | — | 28,715 | | Michael K. Kneller | 13,800 | — | 1,500 | 2,208 | 10,045 | — | 27,553 | | Ricardo S. Coro | 15,274 | — | — | 5,940 | 10,045 | — | 31,259 | | Matthew Miller | 12,000 | — | — | 1,518 | 8,368 | — | 21,886 | | 2024 | | | | | | | | | Frank A. Lonegro | 13,800 | 8,000 | 1,125 | 3,268 | 21,930 | 400,000 | 448,123 | | James P. Todd | 16,400 | — | 1,500 | 756 | 11,877 | — | 30,533 | | Michael K. Kneller | 8,500 | — | 1,500 | 2,070 | 9,996 | — | 22,066 | | Ricardo S. Coro | 13,684 | — | — | 5,544 | 9,996 | — | 29,224 | | 2023 | | | | | | | | | James P. Todd | 12,200 | 12,637 | 1,500 | 680 | 9,377 | — | 36,394 | | Michael K. Kneller | 12,367 | — | 1,500 | 1,350 | 11,002 | — | 26,219 | | Ricardo S. Coro | 12,841 | — | — | 3,612 | 11,002 | — | 27,455 |

  90. Summary Compensation Table

    | (1) Represents $400,000 for relocation benefits paid under and in accordance with the Lonegro Letter Agreement. |

  91. Summary Compensation Table

    Grants of Plan-Based Awards. The following table illustrates the threshold, target and maximum amounts that could have been payable in respect of 2025 services under the ICP. The following table also sets forth the number of and information about stock-based awards granted in fiscal year 2025 to each of the Named Executives of the Company.

  92. Summary Compensation Table

    | | | | Estimated future payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | All other stock awards: Number of shares of stock or units (#) | Grant date fair value of stock and option awards ($) | Fair market value on date of grant ($/Sh) | | Name | Grant Date | Date of Compensation Committee Action | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | Frank A. Lonegro | January 31, 2025(1) | January 21, 2025 | | | | — | 12,101 | 24,202 | | 1,859,937 | 165.27 | | | January 31, 2025(2) | January 21, 2025 | | | | | | | 6,050 | 999,884 | 165.27 | | | January 31, 2025(3) | January 21, 2025 | | | | | 6,050 | | | 613,228 | 165.27 | | | | | 800,000 | 2,400,000 | 3,000,000 | | | | | | | | James P. Todd | January 31, 2025(1) | January 21, 2025 | | | | — | 3,025 | 6,050 | | 464,946 | 165.27 | | | January 31, 2025(2) | January 21, 2025 | | | | | | | 1,512 | 249,888 | 165.27 | | | | | 225,000 | 675,000 | 2,500,000 | | | | | | | | Michael K. Kneller | January 31, 2025(1) | January 21, 2025 | | | | — | 4,538 | 9,076 | | 697,496 | 165.27 | | | January 31, 2025(2) | January 21, 2025 | | | | | | | 1,512 | 249,888 | 165.27 | | | | | 255,000 | 765,000 | 2,500,000 | | | | | | | | Ricardo S. Coro | January 31, 2025(1) | January 21, 2025 | | | | — | 3,025 | 6,050 | | 464,946 | 165.27 | | | January 31, 2025(2) | January 21, 2025 | | | | | | | 1,512 | 249,888 | 165.27 | | | | | 240,000 | 720,000 | 2,500,000 | | | | | | | | Matthew Miller | January 31, 2025(1) | January 21, 2025 | | | | — | 2,117 | 4,234 | | 325,385 | 165.27 | | | January 31, 2025(2) | January 21, 2025 | | | | | | | 1,058 | 174,856 | 165.27 | | | | | 180,000 | 540,000 | 2,500,000 | | | | | | |

  93. Summary Compensation Table

    | (1) Performance-Based Regular RSU Awards have five-year contractual lives and may vest on January 31 of 2028, 2029 and 2030 based on growth in operating income and pre-tax income per diluted share from continuing operations as compared to the results from the 2024 fiscal year. All |

  94. Summary Compensation Table

    | unvested RSUs expire on March 1, 2030. The estimated future payouts under this award assume: (i) 200 percent of the number of units credited to the recipient under the granted award will vest at the maximum payout, (ii) 100 percent of the number of units credited to the recipient under the granted award will vest at the target and (iii) no awards are assumed to vest at the threshold. Amounts shown are based on the most probable outcome of the performance conditions for these stock awards. The grant date fair market value per share of this award was $165.27. |

  95. Summary Compensation Table

    | (2) Shares of restricted stock vest over three years at a rate of 33 1/3% per year on each of January 31 of 2026, 2027 and 2028. |

  96. Summary Compensation Table

    | (3) The 2025 TSR RSU Award may vest based on achievement in any measurement year of a TSR CAGR of 9% relative to the base year, to be measured annually starting after the sixth anniversary of the grant date and concluding after the tenth anniversary of the grant date. The TSR CAGR over the applicable vesting period is determined as of the beginning and end of each performance period using a sixty-day measurement period. The grant date fair market value per share of these awards was $101.36. |

  97. Summary Compensation Table

    Stock Vested. The following table sets forth the number and value of all RSUs and restricted shares that vested during the 2025 fiscal year by each of the Named Executives.

  98. Summary Compensation Table

    | | Stock Awards | | | Name | Number of shares acquired on vesting (#) | Value realized on vesting (1) ($) | | Frank A. Lonegro | 7,063 | 1,167,302 | | James P. Todd | 1,604 | 265,093 | | Michael K. Kneller | 1,449 | 239,476 | | Ricardo S. Coro | 1,449 | 239,476 | | Matthew Miller | 836 | 129,331 |

  99. Summary Compensation Table

    | (1) The value realized represents the fair market value of the shares of Common Stock on the vesting date. The fair market value was calculated based upon the average of the high and low sale prices per share of Common Stock as reported on NASDAQ on the respective vesting dates. |

  100. Summary Compensation Table

    Outstanding Equity Awards at Fiscal Year End. The following table sets forth the outstanding equity awards held by the Named Executives at December 27, 2025 and corresponding market value based on the closing stock price of $146.02 on December 26, 2025.

  101. Outstanding Equity Awards

    Outstanding Equity Awards

  102. Outstanding Equity Awards

    | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Frank A. Lonegro | 14,878(1) | 2,172,486 | 89,307(3) | 13,040,608 | | James P. Todd | 3,448(2) | 503,477 | 9,498(3) | 1,386,898 | | Michael K. Kneller | 2,857(2) | 417,179 | 18,908(3) | 2,760,946 | | Ricardo S. Coro | 2,857(2) | 417,179 | 12,808(3) | 1,870,224 | | Matthew Miller | 2,420(2) | 353,368 | 4,071(3) | 594,447 |

  103. Outstanding Equity Awards

    | (1) For Mr. Lonegro, 5,297 shares of restricted stock that vest on February 2, 2026; 3,531 shares of restricted stock that vest over two years at a rate of 50% per year on each of January 31 of 2026 and 2027; and 6,050 shares of restricted stock vest over three years at a rate of 33 1/3% per year on each of January 31 of 2026, 2027 and 2028. |

  104. Outstanding Equity Awards

    | (2) Shares of restricted stock vest over three years at a rate of 33 1/3% per year on each of January 31 of 2024, 2025 and 2026 for grants made in 2023; January 31 of 2025, 2026 and 2027 for grants made in 2024; and January 31 of 2026, 2027 and 2028 for grants made in 2025. Amounts reported in this column reflect only the unvested portion of each award outstanding after December 27, 2025. |

  105. Outstanding Equity Awards

    | (3) For information regarding the vesting of RSUs, see “Compensation Discussion and Analysis – Performance Based Compensation – Stock-based Awards.” |

  106. Outstanding Equity Awards

    Nonqualified Deferred Compensation. The following table provides the contributions, earnings and balances under the SERP as of and for the fiscal year ended December 27, 2025 for the Named Executives:

  107. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation

  108. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($)(1) | Aggregate Earnings in Last Fiscal Year ($) (2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Frank A. Lonegro | 24,000 | 13,000 | 3,444 | — | 68,241 | | James P. Todd | — | — | 62,181 | — | 520,276 | | Michael K. Kneller | — | — | 36,920 | — | 343,321 |

  109. Nonqualified Deferred Compensation

    | (1) Registrant contributions are reported within All Other Compensation in the Summary Compensation Table for all years presented. |

  110. Nonqualified Deferred Compensation

    | (2) Aggregate earnings, excluding losses, are reported within the Change in Pension Value and Nonqualified Deferred Compensation Earnings within the Summary Compensation Table for all years presented. |

  111. Nonqualified Deferred Compensation

    Eligible employees can elect to make deferred contributions to the SERP, based on a percentage of their base salary and/or bonus, subject to certain limitations. To the extent the employee has achieved the maximum allowable matching contribution under the Landstar System, Inc. 401(k) Savings Plan (the “401(k) Plan”), the Company will contribute an amount equal to 100% of the first 3% of salary contributions and 50% of the next 2% of such salary contributions, subject to certain limitations. Interest, earnings or appreciation (less losses and depreciation) with respect to investment balances included in the employee’s SERP account balance are credited to the employee’s investment balance. Distributions under the SERP of individual account balances credited on or after January 1, 2005, and earnings thereon, are made following termination of employment as to form of payment (i.e., lump sum or annual installments) and time of payment (i.e., within 30 days following the six-month anniversary of the employee’s termination of employment or within 30 days of March 1 of the year following the year of termination from employment of the participant) elected by the participant for that year’s contributions prior to the start of each year of participation, and otherwise in accordance with the terms of the SERP. Investments in the SERP include primarily mutual funds and are valued using quoted market prices.

  112. Potential Payment Upon Termination or Change in Control

    Potential Payment Upon Termination or Change in Control The table below reflects the amount of compensation payable to each of the current Named Executives in the event of a qualifying termination of employment in connection with a change in control or possible change in control under the Key Executive Employment Protection Agreements, as further described in the “Compensation Discussion and Analysis” section of this Proxy Statement as of the end of the Company’s 2025 fiscal year. In addition, in accordance with the provisions of the Employee Equity Plan, all outstanding, non-vested restricted stock are subject to accelerated vesting upon a change in control of the Company. The intent of the potential acceleration of non-vested restricted stock in the event of a change in control is to enable the executive to vest in an award primarily intended as a retention tool that would otherwise have vested based solely on the passage of time and the executive’s continued employment with the Company, which may not be possible or permitted by an acquirer following a change in control of the Company due to no fault of the executive. With respect to outstanding Performance-Based Regular RSU Awards granted to Named Executives, unless the Compensation Committee determines otherwise, in the event a change in control occurs prior to January 31, 2027 with respect to the 2022 awards, prior to January 31, 2028 with respect to the 2023 awards, prior to January 31, 2029 with respect to the 2024 awards and prior to January 31, 2030 with respect to the 2025 awards, 20% of the number of RSUs credited to the Named Executive under each such RSU award would vest to the extent such amount would not exceed the number of RSUs that are eligible to vest at the maximum level under the applicable award. The intent of these partial potential accelerations of Performance-Based Regular RSU Awards in the event of a change in control is to compensate the executive for 20% of the target amount under each such award in lieu of potential vesting for the year of the change in control. In addition, with respect to the 2023, 2024 and 2025 Performance-Based Regular RSU Awards, unless the Compensation Committee determines otherwise, in the event a change in control occurs prior to January 31, 2026, January 31, 2027, or January 31, 2028, respectively, a number of RSUs would vest under each such award assuming for this purpose that the applicable Performance Hurdle was calculated based on the results from continuing operations for the most recently completed fiscal year prior to the change in control compared to the results from continuing operations for the 2022, 2023 and 2024 fiscal years, respectively. The intent of these partial potential accelerations of Performance-Based Regular RSU Awards in the event of a change in control is to compensate the executive for the performance of the Company achieved during fiscal years completed during the initial three year performance period under each award where the change in control occurs prior to the first vesting date under such award approximately three years from the date of grant. With respect to the 2024 and 2025 TSR RSU Awards to Mr. Lonegro, in the event of a change in control of the Company occurring at any time, the RSUs would vest based on achievement of a stock price that equals 125% of the stock price that achieves the TSR CAGR of 9%.

  113. Potential Payment Upon Termination or Change in Control

    | Name | Termination Without Cause or for Good Reason within Two Years of a Change in Control (1) ($) | Termination without Cause (2) ($) | | Frank A. Lonegro | 6,885,303 | 1,636,979 | | James P. Todd | 2,242,835 | — | | Michael K. Kneller | 2,621,347 | — | | Ricardo S. Coro | 2,348,203 | — | | Matthew Miller | 1,169,237 | — |

  114. Potential Payment Upon Termination or Change in Control

    | (1) Change in Control amounts include severance benefits, pro rata threshold bonus and medical benefits under the Key Executive Employment Protection Agreements, as described further in the “Compensation Discussion and Analysis”, plus the intrinsic value of unvested restricted stock and a portion of RSUs outstanding based on the closing price of the Company’s common stock of $146.02 on December 26, 2025 and assuming partial accelerated vesting upon a change in control of the Company, effective as of that date. The value of medical benefits for each Named Executive equals the payments that may be waived by the Company on behalf of such Named Executive for the continuation of existing coverage for up to one year under the Company’s medical benefit plans pursuant to such Named Executive’s Key Executive Employment Protection Agreement. |

  115. Potential Payment Upon Termination or Change in Control

    | (2) As further described above under “Compensation Discussion and Analysis – Letter Agreement with Mr. Lonegro,” if the Company terminates Mr. Lonegro’s employment without “cause” other than in a situation where severance is payable under the Key Executive Employment Protection Agreement, the Company will pay Mr. Lonegro severance within 30 days of the one-year anniversary of his termination date in the amount of Mr. Lonegro’s annual base salary and “threshold” annual bonus and will continue to cover his medical benefits for 12 months following his termination, subject, in each case, to Mr. Lonegro’s signing a release of claims in favor of the Company and its affiliates and continued compliance with applicable restrictive covenants. Outside the circumstances described herein with respect to a qualifying termination of employment in connection with a change in control or upon the Named Executive’s death or “disability”, none of the Named Executives, other than Mr. Lonegro, is entitled to severance benefits. |

  116. Potential Payment Upon Termination or Change in Control

    Apart from the payments described in connection with a change in control, in the event of the termination of employment of a Named Executive due to death or “disability”, non-vested restricted stock held by such Named Executive would accelerate and vest. The value of such acceleration for Mr. Lonegro is $2,172,486, for Mr. Todd is $503,477, for Messrs. Kneller and Coro is $417,179 and for Mr. Miller is $353,368. In addition, with respect to the sign-on bonus of $2,000,000 worth of restricted stock, granted to Mr. Lonegro on February 2, 2024, that vests in two equal annual installments on each of the first two anniversaries of Mr. Lonegro’s start date, such shares would also accelerate and vest upon a termination of Mr. Lonegro without “cause” or upon a resignation by Mr. Lonegro for “good reason”. The value of such acceleration for Mr. Lonegro was $773,468 as of December 27, 2025. The value in each case for each Named Executive is based on the closing price of the Common Stock of $146.02 on December 26, 2025. In addition, in the event of the termination of employment of a Named Executive due to death or “disability”, the Performance-Based Regular RSU Awards held by such Named Executive would remain outstanding and continue to vest on the normal schedule based on actual achievement of the applicable Performance Hurdles. With respect to the 2024 and 2025 TSR RSU Awards to Mr. Lonegro, in the event of the termination of employment of Mr. Lonegro due to death or “disability” prior to February 2, 2027 and January 31, 2028, respectively, no vesting would occur. In the event of the termination of employment of Mr. Lonegro due to death or “disability” after February 2, 2027 and January 31, 2028, with respect to the 2024 and 2025 TSR RSU Awards respectively, a measurement date would occur on the date of termination of employment and RSUs would be eligible to vest at a pro rata amount if the Target TSR CAGR was achieved. Pay Ratio

  117. PAY RATIO

    PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, Landstar is providing the following information regarding the relationship of compensation of employees of the Company and its affiliates and compensation of the Company’s President and Chief Executive Officer. The pay ratio set forth below is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Landstar identified its “median employee” by examining the 2025 total cash compensation for all individuals, excluding our CEO, who were employed by the Company on December 27, 2025, the last day of the Company’s 2025 fiscal year. All employees, whether employed on a full-time, part-time or temporary basis, were included in this calculation. The Company (i) did not make any assumptions, adjustments or estimates with respect to total cash compensation, (ii) did not annualize the compensation for any employees that were not employed by Landstar or any of its affiliates for all of 2025, and (iii) did not make any “cost of living” adjustments to the compensation of any employees. The Company believes the use of total cash compensation for all employees is a consistently applied compensation measure as the Company does not widely distribute annual equity awards throughout its employee workforce. After identifying the median employee based on total cash compensation, the Company calculated annual total compensation for such employee using the same methodology used for the Named Executives as set forth in the 2025 Summary Compensation Table. As illustrated in the table below, Landstar’s 2025 CEO to median employee pay ratio was 84.2:1.

  118. CEO to Median Employee Pay Ratio

    CEO to Median Employee Pay Ratio

  119. CEO to Median Employee Pay Ratio

    | | President & CEO | | Median Employee | | Base Salary | $800,000 | | $50,850 | | Stock Awards | 3,473,049 | | — | | Non-equity incentive plan compensation | 210,000 | | 1,000 | | Change in Pension Value | 3,444 | | — | | All Other Compensation | 88,394 | | 2,456 | | Total | $4,574,887 | | $54,306 | | CEO Pay to Median Employee Pay Ratio | 84.2 | : | 1 |

  120. CEO to Median Employee Pay Ratio

    As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, Landstar is providing the following additional information regarding the relationship between executive compensation and the financial performance of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, please refer to “ Compensation Discussion and Analysis ” in this Proxy Statement. The following table summarizes the “compensation actually paid” to (i) the current Principal Executive Officer (“Current PEO”), (ii) the former Principal Executive Officer (“Former PEO”) and (ii) the average “compensation actually paid” to the remaining Named Executive Officers other than the PEO with respect to applicable fiscal years. “Compensation actually paid” does not correlate to the total amount of cash or equity compensation that the executive actually realized or was paid during the fiscal year. Instead, it is a nuanced calculation that includes the increase (or decrease) in value of certain elements of compensation (i.e., equity compensation) over the fiscal year, even if granted in a prior year. The amounts that the executive will ultimately receive with respect to these types of compensation (i.e., when and if the equity awards vest) are likely to be different from the amounts disclosed in this column of the Pay Versus Performance table set forth below. The following Pay Versus Performance table also provides certain information describing the Company’s financial performance for each of the covered fiscal years.

  121. Pay Versus Performance Table

    Pay Versus Performance Table

  122. Pay Versus Performance Table

    | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year (a) | Summary Compensation Table Total for Current PEO (1) (b) | Compensation Actually Paid to Current PEO (2) (c) | Summary Compensation Table Total for Former PEO (1) (d) | Compensation Actually Paid to Former PEO (2) (e) | Average Summary Compensation Table Total for Non-PEO Named Executives (3) (f) | Average Compensation Actually Paid to Non-PEO Named Executives (2) (g) | Total Shareholder Return (4) (h) | Peer Group Total Shareholder Return (5) (i) | Net Income (6) (j) | Diluted Earnings per Share (7) (k) | | 2025 | 4,574,887 | 464,775 | n/a | n/a | 1,204,975 | 506,521 | 119.01 | 140.92 | 115,007,000 | 3.31 | | 2024 | 13,374,405 | 10,825,294 | 738,296 | (2,217,085) | 1,236,754 | 466,402 | 138.80 | 128.01 | 195,946,000 | 5.51 | | 2023 | | | 2,434,841 | 2,965,714 | 1,248,748 | 657,430 | 151.48 | 126.96 | 264,394,000 | 7.36 | | 2022 | | | 4,574,748 | 2,935,420 | 1,796,669 | 1,281,181 | 125.00 | 106.94 | 430,914,000 | 11.76 | | 2021 | | | 5,398,583 | 17,834,936 | 3,193,054 | 6,520,834 | 129.78 | 129.26 | 381,524,000 | 9.98 |

  123. Pay Versus Performance Table

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Lonegro, the Company’s current President and Chief Executive Officer and current PEO, for each corresponding year in the “Total” column of the Summary Compensation Table included in the section “Compensation of Named Executives ” in this Proxy Statement. As Mr. Lonegro was hired on February 2, 2024, there was no compensation paid by the Company to Mr. Lonegro with respect to fiscal years 2023, 2022 or 2021. The dollar amounts reported in column (d) are the amounts of total compensation reported for James B. Gattoni, the Company’s former President and Chief Executive Officer and former PEO, for each corresponding year. |

  124. Pay Versus Performance Table

    | (2) The dollar amounts reported in columns (c), (e) and (g) represent the amount of “compensation actually paid”, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Lonegro, our former PEO or the Non-PEO Named Executives during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to total compensation for each year to determine the compensation actually paid: |

  125. Pay Versus Performance Table

    | | Calculation for Current PEO 2025 | Calculation for Average non-PEO Named Executives 2025 | | Reported Summary Compensation Table Total | 4,574,887 | 1,204,975 | | Less Reported Value of Equity Awards (a) | (3,473,049) | (719,323) | | Plus Year End Fair Value of Equity Awards Granted in the Year (b) | 1,651,663 | 264,363 | | Plus Year over Year Change (positive or negative) in Fair Value of Outstanding and Unvested Equity Awards (b) | (2,224,806) | (229,208) | | Plus Year over Year Change (positive or negative) in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year (b) | (63,920) | (14,286) | | Less Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year (b) | — | — | | Plus Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation (b) | — | — | | “Compensation Actually Paid” | 464,775 | 506,521 |

  126. Pay Versus Performance Table

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable year. |

  127. Pay Versus Performance Table

    | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (v) the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The fair value of equity awards at each measurement date is computed in a manner consistent with the fair value methodology used to account for equity awards in the Company’s audited consolidated financial statements in accordance with generally accepted accounting principles and included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 27, 2025. For restricted stock awards, the fair value as of the end of the covered fiscal year is computed as the unvested restricted shares outstanding as of the end of the covered fiscal year multiplied by the Company’s closing stock price as of the last business day of the covered fiscal year. For RSUs with a performance or market condition, the fair value as of the end of the covered fiscal year is computed based on the unvested RSUs expected to vest based on the most probable outcome of the performance or market condition for these awards multiplied by the Company’s closing stock price as of the last business day of the covered fiscal year or based on a Monte Carlo simulation model to determine fair value as of the end of the covered fiscal year. For stock awards vested during the covered fiscal year, the fair value at vesting is calculated as the number of shares vested multiplied by the average of the high and low stock prices on the vesting date. |

  128. Pay Versus Performance Table

    | (3) The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s Named Executives as a group (excluding Mr. Lonegro and Mr. Gattoni) in the “Total” column of the Summary Compensation Table in each applicable year. The Named Executives (excluding Mr. Lonegro and Mr. Gattoni) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, Messrs. Coro, Kneller, Miller and Todd (ii) for 2024 and 2023, Messrs. Coro, Kneller and Todd, and Mr. Joseph J. Beacom; (iii) for 2022, Messrs. Beacom, Coro, Kneller and Todd, and Mr. Federico L. Pensotti; and (iv) for 2021, Messrs. Beacom, Coro, Kneller and Pensotti. |

  129. Pay Versus Performance Table

    | (4) This column illustrates the Cumulative TSR that would have been realized as of the end of the measurement period, assuming reinvestment of dividends throughout, by an investor who invested $100 in shares of Common Stock at the beginning of the measurement period. The measurement period for purposes of the calculation of Cumulative TSR is the period beginning as of the market close on the last trading day before the commencement of the Company’s 2021 fiscal year, the first year included in the Pay Versus Performance Table, and ending as of the end of each of the reported fiscal years. |

  130. Pay Versus Performance Table

    | (5) Represents the TSR that would have been realized by an investor, assuming reinvestment of dividends, who invested $100 in the peer group at the beginning of the measurement period. The peer group used for this purpose is the following published industry index: the Dow Jones Transportation Stock Index. The peer group referred to throughout this Pay Versus Performance section is separate and distinct from the peer group referred to in “Compensation Discussion and Analysis” above. |

  131. Pay Versus Performance Table

    Pay Versus Performance

  132. Pay Versus Performance Table

    | (6) The dollar amounts reported represent the amount of net income reflected in the Company’s audited consolidated financial statements for the applicable year. |

  133. Pay Versus Performance Table

    | (7) The Company determined diluted earnings per share to be the Company Selected Measure, which in the Company’s assessment represents the most important financial performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link “compensation actually paid” to the Company’s Named Executive for the most recently completed fiscal year to Company performance. The dollar amounts reported represent the amount of diluted earnings per share reflected in the Company’s audited consolidated financial statements for the applicable year. |

  134. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in greater detail in the section “ Compensation Discussion and Analysis ”, the Company’s philosophy is to pay annual compensation generally in cash, with long-term incentive compensation paid in the form of stock-based awards. Base salary is intended to constitute a modest percentage of total compensation. The ICP is designed to pay substantial compensation for superior performance. Stock-based awards have historically accounted for a significant portion of each Named Executive’s total compensation. The Company’s performance-based compensation programs are designed to encourage the Company’s Named Executives to achieve various financial goals linked to operating objectives both for the Company’s upcoming fiscal year as well as for the longer term performance of the enterprise. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with “compensation actually paid” (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year.

  135. Relationships Between Information Presented in the Pay Versus Performance Table

    Relationships Between Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following information relating to relationships between information presented in the Pay Versus Performance table. As noted above, “compensation actually paid” does not correlate to the total amount of cash or equity compensation that the executive actually realized or was paid during the fiscal year. Instead, it is a nuanced calculation that includes the increase (or decrease) in value of certain elements of compensation ( i.e. , equity compensation) over the fiscal year, even if granted in a prior year. The amounts that the executive will ultimately receive with respect to these types of compensation ( i.e. , when and if the equity awards vest) are likely to be different from the amounts disclosed in this column of the Pay Versus Performance table.

  136. “Compensation Actually Paid” and Cumulative TSR

    “Compensation Actually Paid” and Cumulative TSR The following chart presents the amount of “compensation actually paid” to Mr. Lonegro (the current PEO), Mr. Gattoni (the former PEO) and the average amount of “compensation actually paid” to the Company’s Named Executives as a group (excluding Mr. Lonegro and Mr. Gattoni), and the Company’s cumulative TSR over the five years presented in the Pay Versus Performance table.

  137. “Compensation Actually Paid” and Net Income

    “Compensation Actually Paid” and Net Income The following chart presents the amount of “compensation actually paid” to Mr. Lonegro (the current PEO), Mr. Gattoni (the former PEO) and the average amount of “compensation actually paid” to the Company’s Named Executives as a group (excluding Mr. Lonegro and Mr. Gattoni), and the Company’s net income over the five years presented in the Pay Versus Performance table.

  138. “Compensation Actually Paid” and Diluted Earnings Per Share

    “Compensation Actually Paid” and Diluted Earnings Per Share The following chart presents the amount of “compensation actually paid” to Mr. Lonegro (the current PEO), Mr. Gattoni (the former PEO) and the average amount of “compensation actually paid” to the Company’s Named Executives as a group (excluding Mr. Lonegro and Mr. Gattoni), and the Company’s diluted earnings per share over the five years presented in the Pay Versus Performance table.