Pay vs Performance Disclosure

12 Months Ended

Dec. 31, 2022

USD ($)

Dec. 25, 2021

USD ($)

Dec. 26, 2020

USD ($)

Pay vs Performance Disclosure [Table]

Pay vs Performance [Table Text Block]

PAY VERSUS PERFORMANCE

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 Principal Executive Officer (“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.

Pay Versus Performance Table


Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (2)		Average Summary Compensation Table Total for Non-PEO Named Executives (3)		Average Compensation Actually Paid to Non-PEO Named Executives (4)		Value of Initial Fixed $100 Investment Based On:				Net Income (7)		Diluted Earnings per Share (8)
Year	Summary Compensation Table Total for PEO (1)		Compensation Actually Paid to PEO (2)						Total Shareholder Return (5)		Peer Group Total Shareholder Return (6)		Net Income (7)		Diluted Earnings per Share (8)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)
2022		4,574,748		2,935,420		1,796,669		1,281,181		153.21		122.45		430,914,000		11.76
2021		5,398,583		17,834,936		3,193,054		6,520,834		159.05		148.01		381,524,000		9.98
2020		2,699,091		4,945,811		1,231,859		1,175,865		122.56		114.50		192,106,000		4.98

(1)

The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Gattoni, the Company’s President and Chief Executive Officer and 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.

(2)

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Gattoni, 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. Gattoni during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Mr. Gattoni’s total compensation for each year to determine the compensation actually paid:


Year	Reported Summary Compensation Table Total for PEO		Reported Value of Equity Awards (a)		Equity Award Adjustments (b)			Compensation Actually Paid to PEO
2022		4,574,748		1,429,976		(209,352	)		2,935,420
2021		5,398,583		1,429,787		13,866,140			17,834.936
2020		2,699,091		1,429,976		3,676,696			4,945,811

(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.

(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 31, 2022. 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. 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. The amounts deducted or added in calculating the equity award adjustments are as follows:


Year	Year End Fair Value of Equity Awards Granted in the Year		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards			Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments
2022		872,415		(393,513	)		(688,254	)		—		—		(209,352	)
2021		3,066,905		10,203,279			595,956			—		—		13,866,140
2020		1,325,645		2,424,469			(73,418	)		—		—		3,676,696

(3)

The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s Named Executives as a group (excluding Mr. Gattoni) in the “Total” column of the Summary Compensation Table in each applicable year. The Named Executives (excluding Mr. Gattoni) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, Messrs. Beacom, Coro, Kneller, Pensotti and Todd; (ii) for 2021, Messrs. Beacom, Coro, Kneller and Pensotti; and (iii) for 2020, Messrs. Beacom, Coro, Kneller and L. Kevin Stout.

(4)

The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the Named Executives as a group (excluding Mr. Gattoni), as computed in accordance with Item 402(v) of Regulation

S-K.

The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Named Executives as a group (excluding Mr. Gattoni) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to average total compensation for the Named Executives as a group (excluding Mr. Gattoni) for each applicable year to determine the “compensation actually paid”, using the same methodology described above in Note 2:


Year	Average Reported Summary Compensation Table Total for Non-PEO Named Executives		Average Reported Value of Equity Awards		Average Equity Award Adjustments (a)		Average Compensation Actually Paid to Non-PEO Named Executives
2022		1,796,669		693,490		178,002		1,281,181
2021		3,193,054		723,584		4,051,364		6,520,834
2020		1,231,859		714,932		658,938		1,175,865

(a)	The amounts deducted or added in calculating the total average equity award adjustments are as follows:


Year	Average Year End Fair Value of Equity Awards Granted in the Year		Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards		Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Average Equity Award Adjustments
2022		349,416		170,847		(183,146	)		(159,115	)		—		178,002
2021		1,342,266		2,684,379		24,719			—			—		4,051,364
2020		662,675		8,754		(12,491	)		—			—		658,938

(5)	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 the Company’s Common Stock at the beginning of the measurement period.

(6)

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 For Performance section is separate and distinct from the peer group referred to in

“Compensation Discussion and Analysis”

above.

(7)	The dollar amounts reported represent the amount of net income reflected in the Co mpan y’s audited consolidated financial statements for the applicable year.

(8)

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.

Company Selected Measure Name

diluted earnings per share

Named Executive Officers, Footnote [Text Block]

for 2022, Messrs. Beacom, Coro, Kneller, Pensotti and Todd;

for 2021, Messrs. Beacom, Coro, Kneller and Pensotti;

for 2020, Messrs. Beacom, Coro, Kneller and L. Kevin Stout.

Peer Group Issuers, Footnote [Text Block]

“Compensation Discussion and Analysis”

above.

PEO Total Compensation Amount

$ 4,574,748

$ 5,398,583

$ 2,699,091

PEO Actually Paid Compensation Amount

$ 2,935,420

17,834,936

4,945,811

Adjustment To PEO Compensation, Footnote [Text Block]

The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Gattoni, 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. Gattoni during the applicable year. In accordance with the requirements of Item 402(v) of Regulation

S-K,

the following adjustments were made to Mr. Gattoni’s total compensation for each year to determine the compensation actually paid:


Year	Reported Summary Compensation Table Total for PEO		Reported Value of Equity Awards (a)		Equity Award Adjustments (b)			Compensation Actually Paid to PEO
2022		4,574,748		1,429,976		(209,352	)		2,935,420
2021		5,398,583		1,429,787		13,866,140			17,834.936
2020		2,699,091		1,429,976		3,676,696			4,945,811

(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.

(b)

The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the

year-end

10-K


Year	Year End Fair Value of Equity Awards Granted in the Year		Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards			Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year		Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Equity Award Adjustments
2022		872,415		(393,513	)		(688,254	)		—		—		(209,352	)
2021		3,066,905		10,203,279			595,956			—		—		13,866,140
2020		1,325,645		2,424,469			(73,418	)		—		—		3,676,696

Non-PEO NEO Average Total Compensation Amount

$ 1,796,669

3,193,054

1,231,859

Non-PEO NEO Average Compensation Actually Paid Amount

$ 1,281,181

6,520,834

1,175,865

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

S-K.

S-K,


Year	Average Reported Summary Compensation Table Total for Non-PEO Named Executives		Average Reported Value of Equity Awards		Average Equity Award Adjustments (a)		Average Compensation Actually Paid to Non-PEO Named Executives
2022		1,796,669		693,490		178,002		1,281,181
2021		3,193,054		723,584		4,051,364		6,520,834
2020		1,231,859		714,932		658,938		1,175,865

(a)	The amounts deducted or added in calculating the total average equity award adjustments are as follows:


Year	Average Year End Fair Value of Equity Awards Granted in the Year		Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards		Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year			Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year			Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation		Total Average Equity Award Adjustments
2022		349,416		170,847		(183,146	)		(159,115	)		—		178,002
2021		1,342,266		2,684,379		24,719			—			—		4,051,364
2020		662,675		8,754		(12,491	)		—			—		658,938

Compensation Actually Paid vs. Total Shareholder Return [Text Block]

“Compensation Actually Paid” and Cumulative TSR

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

Compensation Actually Paid vs. Net Income [Text Block]

Compensation Actually Paid and Net Income

The following chart presents the amount of compensation actually paid to Mr. Gattoni (the PEO), the average amount of compensation actually paid to the Company’s Named Executives as a group (excluding Mr. Gattoni), and the Company’s net income over the three years presented in the Pay Versus Performance table.

Compensation Actually Paid vs. Company Selected Measure [Text Block]

Compensation Actually Paid and Diluted Earnings Per Share

The following chart presents the amount of compensation actually paid to Mr. Gattoni (the PEO), the average amount of compensation actually paid to the Company’s Named Executives as a group (excluding Mr. Gattoni), and the Company’s diluted earnings per share over the three years presented in the Pay Versus Performance table.

Total Shareholder Return Vs Peer Group [Text Block]

Cumulative TSR of the Company and Cumulative TSR of the Dow Jones Transportation Stock Index

As demonstrated by the following graph, the Company’s cumulative TSR over the three year period presented in the table was 53%, while the cumulative TSR of the peer group presented for this purpose, the Dow Jones Transportation Stock Index, was 22% over the three years presented in the table.

Tabular List [Table Text Block]

The most important financial performance measures used by the Company to link “compensation actually paid” to the Company’s Named Executives, for the most recently completed fiscal year, to the Company’s performance are as follows:

•

Operating income

•

Pre-tax

income per diluted share

•

Diluted earnings per share

•

Total shareholder return

Total Shareholder Return Amount

$ 153.21

159.05