Slide 1: Supplemental Proxy Filing
Date Landstar System, Inc. Supplemental Proxy Filing April 20, 2026
Slide 2: Introduction to Supplemental Disclosure
Introduction to Supplemental Disclosure Our Proxy Statement for our 2026 Annual Meeting of Stockholders was filed with the SEC on March 23, 2026. We are providing additional information for our stockholders to consider when determining how to vote with respect to: Proposal Number One - Election of D
Slide 3: Executive Summary: Stockholder Feedback and Our Responsiveness
Executive Summary Stockholder Feedback and Our Responsiveness Amount of the CEO TSR Long-Term Outperformance Award Our Compensation Committee took the result of our disappointing 2025 “Say-on-Pay” vote seriously and demonstrated responsiveness by proactively reaching out to investors holding ~68% of
Slide 4: CEO TSR Long-Term Outperformance Grant – All or Nothing Award Tied to TSR Goals
CEO TSR Long-Term Outperformance Grant – All or Nothing Award Tied to TSR Goals Key Award Features: No units vest if Landstar’s stock price does not achieve sustained 9% compound annual growth over a 6- to 10-year performance period, representing minimum share price achievement > 50% above all-time
Slide 5: CEO TSR Long-Term Outperformance Grant – Stockholders Win First
Key Takeaway Award creates a win/win dynamic - CEO only realizes value after significant stockholder value creation (i.e., at least a $4.6B increase to market cap by year 6 is required to vest in year 6). $4.6B incremental value to shareholders if 9% CAGR goal achieved in year 6 $9.2B incremental va
Slide 6: Stockholder Value vs. CEO Value Scenario Assuming 9% TSR CAGR
CEO TSR Long-Term Outperformance Grant – Stockholder Value vs. CEO Value Scenario Assuming 9% TSR CAGR Achieved and Vesting in Year 6 Year Incremental Market Cap Over Base Year ($M) TSR Value to CEO ($M) % Incremental Value to Shareholders % Incremental Value to CEO 2024 (Grant Year) $0 $0 -- -- 202
Slide 7: Outperformance TSR Award Consistent with Ongoing Executive Pay Structure
CEO’s Outperformance TSR Award is Consistent with Ongoing Executive Pay Structure Key Takeaways Our ongoing executive pay program structure is sound, aligned to our Company’s strategic growth priorities and investor expectations, and features best-in-class compensation governance practices. Our ince
Slide 8: CEO Realizable Pay
CEO Realizable Pay Key Takeaways Recent CEO realizable pay is valued significantly below target pay opportunities due to (i) rigorous performance expectations and (ii) share price decline during a challenging freight market cycle. Our pay program is working as designed and is aligned with the shareh
Slide 9: We Request Your Support At The 2026 Annual Meeting
We Request Your Support At The 2026 Annual Meeting 1 To elect the nine (9) director nominees named in our proxy statement to hold office until the 2027 annual meeting. 2 To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2026. 3 To support our advisory vot
Slide 10: Forward-Looking Statements Disclaimer
Forward-Looking Statements Disclaimer The following is a “safe harbor” statement under the Private Securities Litigation Reform Act of 1995. Statements made in this slide presentation that are not based on historical facts are “forward-looking statements.” This presentation may make certain statemen